TIDMNWIG
RNS Number : 6671C
Northwest Investment Group Ltd
29 June 2016
29 June 2016
NORTHWEST INVESTMENT GROUP LIMITED
("NWIG" or the "Company")
FINANCIAL RESULTS FOR THE YEARED 31 DECEMBER 2015
CHAIRMAN'S STATEMENT
FOR THE YEARED 31 DECEMBER 2015
On 9 June 2010, Northwest Investment Group Ltd. ("NWIG" or "the
Company") raised 3 million pounds from investors and was admitted
to trading on the AIM market of the London Stock Exchange. Since
then we have been engaging ourselves in identifying high-value
investment targets in the hydropower market in Western China in
accordance with the investing policy of the Company.
Since admission to AIM, we have dedicated ourselves to make a
sizeable acquisition and have engaged with numerous people and
organizations in order to acquire or invest in hydropower projects.
During the first half of 2015, we closely examined more than three
projects for possible investment and as part of this, in early
2015, we started a due diligence exercise on one particular energy
project. However negotiations over this project were suspended due
to communication issues encountered in the preparation of
documentation. At the same time, there was a strong performance in
the Chinese stock market in the first half of 2015, which weakened
the motivation of two hydropower companies which had been exploring
the possibility of raising money on the London Stock Exchange
through a combination with the Company. Despite these continued
setbacks, the board continues its endeavours to select and search
for high-quality assets to be injected into NWIG.
We will update shareholders as and when progress with a target
is publishable. Since the Company has not substantially implemented
its investing policy within 18 months of Admission then, in
accordance with the AIM Rules, the Company's investing policy is
subject to the approval of shareholders at the annual general
meeting.
In the second half of 2015, we broadened our search to look at
other clean energy projects. following the "One Belt One Road"
("OBOR") policy put forward by President Xi of P. R. China,
recently broadened to other clean energy projects. However, we have
not as yet concluded a transaction given the current financial
environment. We will update shareholders as and when appropriate.
Since the Company has not substantially implemented its investing
policy, it is again being put within 18 months of Admission then,
in accordance with the AIM Rules, the Company's investing policy is
subject to the approval of shareholders at this year's annual
general meeting. The Company's current investing policy is set out
in full immediately following this statement and is included, with
a number of minor amendments, in the circular containing the Notice
of Annual General Meeting accompanying the accounts.
In 2015, the clean energy market in China was boosted following
the execution of "One Belt One Road" ("OBOR") put forward by
President Xi of P. R. China. That should be a great stimulus to the
clean energy industry in Northwest China. In 2015, we dedicated
ourselves to finding high-quality clean energy assets and we
believe we can complete the acquisition in the near future.
As the business develops, we will continue to attract talented
and qualified personnel, to assist us to meet our strategic
objectives. I would once again like to extend my sincere thanks to
my staff and board for their zeal, vision and support and to Mr Ka
Ming Wong for his valuable support from flotation until his
departure in January of this year. We continue to search for a
replacement Non-Executive Director.
....................................
Kaifeng Li
Chairman
29 June 2016
Copies of the Annual Report and Notice of AGM are being posted
to shareholders today and will shortly be made available on the
Company's website at http://www.northwestinv.com/
Contact details:
Northwest Investment Group
Ltd.
Tel: +86-(0)10
Kaifeng Li, Chairman 8724 6052
ZAI Corporate Finance Limited
Ray Zimmerman / Songdi Lin Tel: +44 (0) 20
(Nomad) 7060 2220
www.zaicf.com
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2015
Note Year Year
ended ended
31 31
December December
2015 2014
GBP'000 GBP'000
Revenue - -
Cost of sales - -
Gross profit - -
Administrative expenses 3 (308) (307)
Operating loss (308) (307)
Finance costs - -
----------- -----------
Loss before income tax (308) (307)
Income tax expense 5 - -
Loss for the year attributable
to equity shareholders (308) (307)
=========== ===========
Loss per share 6 Pence Pence
Basic and diluted loss per
share (0.23) (0.23)
The notes on pages 13 to 19 form part of these financial
statements.
All amounts are derived from continuing operations. There was no
other comprehensive income in the year.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2015
Note As at As at
31 31
December December
2014 2014
GBP'000 GBP'000
Current assets
Trade and other receivables 7 2 1
Cash and cash equivalents 8 1,268 1,565
---------- ----------
1,270 1,566
---------- ----------
Total assets 1,270 1,566
========== ==========
Current liabilities
Trade and other payables 9 188 176
----------
188 176
---------- ----------
Total liabilities 188 176
========== ==========
Equity attributable to
owners of the parent
Share capital 10 670 670
Share premium 10 2,422 2,422
Retained losses (2,010) (1,702)
---------- ----------
Total equity 1,082 1,390
========== ==========
Total liabilities and
equity 1,270 1,566
========== ==========
The notes on pages 13 to 19 form part of these financial
statements.
The financial statements were approved by the Board of Directors
and authorised for issue on 29 June 2016.
Zheng Kang
Chief Executive Officer
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2015
Share Share Retained Total
capital premium losses equity
GBP'000 GBP'000 GBP'000 GBP'000
Balance at 31 December
2013 670 2,422 (1,395) 1,697
========= ========= ========= ========
Comprehensive income
Profit or (loss) - - (307) (307)
--------- --------- --------- --------
Total comprehensive income - - (307) (307)
--------- --------- --------- --------
Balance at 31 December
2014 670 2,422 (1,702) 1,390
========= ========= ========= ========
Comprehensive income
Profit or (loss) - - (308) (308)
--------- --------- --------- --------
Total comprehensive income - - (308) (308)
--------- --------- --------- --------
Balance at 31 December
2015 670 2,422 (2,010) 1,082
========= ========= ========= ========
STATEMENT OF CASH FLOWS
FOR THE YEARED 31 DECEMBER 2015
Note Year Year
ended ended
31 31
December December
2015 2014
GBP'000 GBP'000
Net cash used in operating
activities 11 (297) (322)
Investing activities - -
Financing activities - -
----------- -----------
Net decrease in cash and
cash equivalents (297) (322)
Cash and cash equivalents
at beginning of the year 1,565 1,887
-----------
Cash and cash equivalents
at end of year 8 1,268 1,565
=========== ===========
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2015
1 GENERAL INFORMATION
Northwest Investment Group Limited is a Company incorporated on
26 August 2008 in British Virgin Islands under The BVI Business
Companies Act 2004. The Company has been established for the
purpose of identifying and acquiring, or investing in, energy
projects with an initial focus on Western China. The address of the
registered office is Sea Meadow House, Blackburn Highway, P.O. Box
116, Road Town, Tortola, British Virgin Islands. The Company's
business review is set out in the Chairman's Statement and
Directors' Report.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1 Basis of preparation
These financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") issued by the
International Accounting Standard Board (IASB) and interpretations
of the International Financial Reporting Interpretations Committee
(IFRIC), as adopted by European Union.
The financial statements are prepared on the historical cost
basis and presented in round thousands ('000).
The Company has adopted all relevant standards effective for
accounting periods beginning on or after 1 January 2015 from the
beginning of the reporting period.
As at end of the reporting period, the Company has not adopted
the following standard as it is either not effective or not
applicable to the Company's business.
Standards, amendments and interpretations (not yet endorsed by
EU at 31 December 2015)
- IFRS 16 Lease (January 2016)
- Amendments to IAS 12: Recognition of Deferred Tax Assets for
Unrealised Losses (January 2016)
- Amendments to IAS 7: Disclosure Initiative (January 2016)
- Clarifications to IFRS 15 Revenue from Contracts with Customers (April 2016)
- Amendments to IAS 27: Equity Method in Separate Financial
Statements (August 2014) - EU effective date 1 January 2016
- Amendments to IAS 1: Disclosure Initiative (December 2014) -
EU effective date 1 January 2016
- Annual Improvements to IFRSs 2012-2014 Cycle (September 2014)
- EU effective date 1 January 2016
- Amendments to IAS 16 and IAS 38: Clarification of Acceptable
Methods of Depreciation and Amortisation (May 2014) - EU effective
date 1 January 2016
- Amendments to IFRS 11: Accounting for Acquisitions of
Interests in Joint Operations (May 2014) - EU effective date 1
January 2016
There are no other standards, amendments and interpretations in
issue but not yet adopted that the directors anticipate will have
material effect on the reported income or net assets of the
Company.
2.2 Going concern
The financial statements of the Company are prepared on a going
concern basis. The Directors are of the opinion that the Company
has sufficient cash to fund its activities in excess of twelve
months from the date of these financial statements' approval.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2015 - continued
2.3 Foreign currencies
Functional and presentational currency
Items included in the financial statements are measured using
the currency of the primary economic environment in which the
entity operates ('the functional currency'). The financial
statements are presented in pound sterling ("GBP"), which is the
Company's presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at period
end exchange rates of the monetary assets and liabilities
denominated in foreign currencies are recognised in the income
statement.
2.4 Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax.
The tax currently payable is based on taxable profit for the
period. Taxable profit differs from net profit as reported in the
statement of profit and loss because it excludes items of income or
expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. The
Company's liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by the end of
reporting period, and any adjustment to tax payable in respect of
previous periods.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the
balance sheet method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that future
taxable profits will be available against which the asset can be
utilised. Such assets and liabilities are not recognised if the
temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at the
end of each reporting period and reduced to the extent that it is
no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in the statement of
profit and loss, except when it relates to items charged or
credited directly to equity, in which case it is recognised in
equity.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2015 - continued
2.5 Financial instruments
Financial instruments are recognised when the Company becomes a
party to the contractual provisions of the instrument.
Receivables
Receivables are measured at initial recognition at fair value,
and are subsequently measured at amortised cost using the effective
interest rate method. Appropriate allowances for estimated
irrecoverable amounts are recognised in profit or loss when there
is objective evidence that the asset is impaired. The allowance
recognised is measured as the difference between the asset's
carrying amount and the present value of estimated future cash
flows discounted at the effective interest rate computed at initial
recognition.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand on
deposits, and other short-term highly liquid investments that are
readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value and have an original
maturity of three months or less.
Financial liabilities and equity
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a
residual interest in the assets of the Company after deducting all
of its liabilities.
Payables
Payables are initially measured at fair value, and are
subsequently measured at amortised cost, using the effective
interest rate method.
Equity instruments
Equity instruments issued by the Company are recorded at the
proceeds received, net of direct issue costs.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2015 - continued
3 EXPENSES BY NATURE
Year Year
ended ended
31 31
December December
2015 2014
GBP'000 GBP'000
Employee benefit expense
(note 4) 116 116
Legal and professional 51 50
Audit fee 8 8
Operating lease payments 120 120
Other expenses 13 13
---------- ----------
Total administrative expenses 308 307
========== ==========
4 EMPLOYEE BENEFIT EXPENSE
Year Year
ended ended
31 31
December December
2015 2014
GBP'000 GBP'000
Staff costs 57 57
Directors' remuneration 59 59
-----------
116 116
=========== ===========
Number Number
Average number of employees 15 15
=========== ===========
5 INCOME TAX EXPENSE
The Company was registered in BVI. It is not regarded as
resident for tax purposes in BVI. Therefore it will not liable to
BVI income tax in respect of this other than BVI source income.
6 LOSS PER SHARE
The calculation of the basic loss per share is based on the
profits or losses attributable to ordinary shareholders divided by
the weighted average number of shares in issue during the
period.
The calculation of diluted loss per share is based on the basic
loss per share, adjusted to allow for the issue of shares and the
post tax effect of dividends and /or interest, on the assumed
conversion of all dilutive options and other dilutive potential
ordinary shares.
Reconciliation of the loss and weighted average number of shares
used in the calculations is set out as below:
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2015 - continued
Year Year
ended ended
31 31 December
December 2014
2015 GBP'000
GBP'000
Losses
Losses for the purposes
of basic and diluted loss
per share (308) (307)
Number of shares Number Number
Weighted average number
of ordinary shares for
the purposes of basic losses
per share 134,000,000 134,000,000
Loss per share Pence Pence
Basic and diluted (0.23) (0.23)
============== ==============
7 TRADE AND OTHER RECEIVABLES
At 31 At 31
December December
2015 2014
GBP'000 GBP'000
Other receivables 2 1
2 1
========== ==========
The directors consider that the carrying amount of trade
payables approximates to their fair value.
8 CASH AND CASH EQUIVALENTS
At 31 At 31
December December
2015 2014
GBP'000 GBP'000
Cash at bank 1,268 1,565
1,268 1,565
========== ==========
Bank balances and cash comprise cash held by the Company and
short-term bank deposits with an original maturity of three months
or less. The carrying amount of these assets approximates their
fair value.
9 TRADE AND OTHER PAYABLES
At 31 At 31
December December
2015 2014
GBP'000 GBP'000
Other payables 188 176
188 176
========== ==========
The directors consider that the carrying amount of trade
payables approximates to their fair value.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2015- continued
10 SHARE CAPITAL AND SHARE PREMIUM
Number Ordinary Share
of shares premium
shares
(thousands) GBP'000 GBP'000
Issued and paid up:
At 31 December 2014
and 2015 134,000 670 2,422
======== ==== ======
11 NOTES TO THE CASH FLOW STATEMENT
Year Year
ended ended
31 December 31 December
2015 2014
GBP'000 GBP'000
Loss from operations (308) (307)
-------------
Operating cash outflows
before movements in working
capital (308) (307)
(Increase)/decrease
in receivables (1) (1)
Increase/(decrease)
in payables 12 (14)
------------- -------------
11 (15)
------------- -------------
Net cash used in operations (297) (322)
Interest paid - -
------------- -------------
Net cash used in operating
activities (297) (322)
============= =============
12 RELATED PARTY TRANSACTIONS
The Company is controlled by Xinyan Li by virtue of his
shareholding disclosed on page 5.
Key management remuneration
Key management included Directors of the Company. The
remuneration paid or payable to key management for employment
services is shown on page 5.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2015 - continued
13 FINANCIAL INSTRUMENTS
Credit risk management
Credit risk is the risk that one party to a financial instrument
will fail to discharge an obligation and cause the Company to incur
a financial loss. The Company is exposed a credit risk from its
financing activities, including deposits with banks and financial
institutions.
Currently, the Company is exposed to 100% of credit risk to one
counter party. However the counter party is a financial institution
with high credit-ratings assigned by international credit-rating
agencies.
Liquidity risk
Prudent liquidity management implies maintaining sufficient cash
locally and the availability of committed credit facilities. The
Company is mainly financed by equity and self-generated cash
flows.
Interest rate risk
The Company's policy is to fund its operations through the use
of retained earnings and equity.
The Company exposure to changes in interest rates relates
primarily to cash at bank. Cash is held either on current or short
term deposits at floating rate of interest determined by the
relevant bank's prevailing base rate.
The group seeks to obtain a favourable interest rate on its cash
balances through the use premium accounts.
Financial risk management
The Company will be exposed to financial risks arising from
changes in world commodity prices which in turn affect the energy
supplies and raw material changes in world prices of biodiesel,
inflation and international trends in trade, tariffs and
protectionism once it starts trading. The Company will reviews its
position regularly in considering the need for active financial
risk management.
Fair values
There is no significant difference between the carrying amounts
shown in the balance sheet and the fair values of the group's
financial instruments. For current trade and other
receivables/payables with a remaining life of less than one year,
the nominal amount is deemed to reflect fair value.
Foreign currency risk management
The Company undertakes certain transactions denominated in
foreign currencies, hence exposure to exchange rate fluctuations
arise. During the period under review the Company was not trading,
therefore, no foreign currency risk arose. The Company's policy, as
it relates to currency risk, is to limit payment terms.
Capital risk management
The Company manages its capital to ensure that it will be able
to continue as a going concern while attempting to maximise the
return to stakeholders through the optimisation of the debt and
equity balance.
The capital structure of the group consists of cash and cash
equivalents and equity attributable to equity holders of the
Company, comprising issued capital, reserves and retained
earnings.
The Board reviews the capital structure on an annual basis. The
Company's overall strategy remains unchanged.
INVESTING POLICY
FOR THE YEARED 31 DECEMBER 2015
The Company's objective is to generate an attractive rate of
return for Shareholders by taking advantage of opportunities to
invest in the hydropower market in Western China. The Directors
believe that Western China is relatively underdeveloped and
therefore offers an attractive potential opportunity to invest in
hydropower energy. The Directors also believe that it is likely
that there will be continued governmental support for investment in
hydropower projects in this region. The Company is seeking to make
a sizeable acquisition before the next annual general meeting in
2017, which most likely would be deemed a Reverse Takeover and
therefore would require shareholders' approval. It does not intend
to make any other smaller acquisitions or investments before then.
The Company will ultimately aim to acquire/invest in up to 2
power-generation projects with a capacity of approximately 200
megawatts, although the Directors may target projects with a
greater capacity. The Directors intend that the construction of
these projects would be completed before the next annual general
meeting in 2017. Before making an acquisition the Board or an
independent third party will carry out a feasibility study report
to check the environmental impact and to carry out a relevant
profitability analysis for each potential project. The Board will
only complete an acquisition if the project is considered
environmentally friendly and economically profitable.
The Company will be a value and growth oriented investor,
targeting opportunities with the ability for the Company to add
value either through its access to capital, its network of contacts
or by recruiting high quality personnel. The Company intends to be
an "active" investor rather than a "passive" investor.
The Company does not have a fixed life but the Directors
undertake to propose a resolution for the winding-up of the Company
if no investments are made within six years of Admission. If such
resolution is not passed, the Company will continue its operations
and a similar resolution will be put to Shareholders each year
thereafter if no investments have been made. In addition, pursuant
to the AIM Rules for Companies, if the Company has not
substantially implemented its investment policy before the next
annual general meeting in 2017, the investment policy will be
subject to approval by Shareholders at the next annual general
meeting and annually thereafter.
As the Company's Investment Policy is, in the first instance, to
seek an acquisition which would be deemed a Reverse Takeover and
therefore result in the Company ceasing to be an "investing
company" for the purposes of the AIM Rules and becoming a holding
company of an operating business, it will not be relevant for the
Company to undertake periodic reporting of its net asset valuation
before such an acquisition is made. Full year and half yearly
financial reporting is undertaken in accordance with the AIM
Rules.
The Company has been advised that there are no specific
licences, consents or approvals required to carry on the Company's
current activities in the BVI. The Company has also been advised
that it does not require any specific licences in relation to its
current activities in the PRC and that it has reasonable grounds to
believe that it can obtain all necessary licences and permits at
the relevant time in order to make the proposed acquisition
detailed above.
It should be noted that the nature of the Company's activities
is speculative and, being dependent on specific investment
opportunities, uncertain, accordingly, an investment in the
Ordinary Shares is designed only for investors who understand such
risks and uncertainties and who can afford to bear the loss of
their individual investment.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SEMFFUFMSEDM
(END) Dow Jones Newswires
June 29, 2016 07:41 ET (11:41 GMT)
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