BEL GLOBAL RESOURCES HOLDINGS LTD
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
BEL GLOBAL RESOURCES HOLDINGS LIMITED
百 營 環球 資 源 控 股 有 限 公 司
(incorporated in Bermuda with limited liability)
(stock code: 761)
UPDATES ON
RECENT DEVELOPMENT OF SUSPENSION AND LITIGATIONS
This announcement is made by Bel Global Resources Holdings Limited (the ''Company'') pursuant to the Inside Information Provisions (as defined in the Rules (the ''Listing Rules'') Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the
''Stock Exchange'')) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 13.09 of the Listing Rules.
References are made to the announcements of the Company dated 27 June 2012, 12 July
2012, 15 October 2012, 16 January 2013, 8 May 2013, 10 May 2013, 31 July 2013, 4
October 2013, 23 October 2013, 4 December 2013, 28 February 2014, 23 June 2014, 14
August 2014, 7 November 2014, 21 November 2014 and 4 December 2014 in relation to, among other things, the issuance of Tranche 2 Bonds, the formation of the Special Investigation Committee (the ''SIC'') to investigate potential fraud and impropriety relating to the issuance of Tranche 2 Bonds, the appointment of auditors of the Company and profit warning on the financial position of the Company for the year ended 31 March 2011, delay in publication of results and despatch of the reports, updates on the Company, recent development of suspension, investigation (the ''Investigation'') carried out by the Independent Commission Against Corruption of Hong Kong (the ''ICAC'') and update on resumption (the ''Announcements''). Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.
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A. BUSINESS OPERATIONS
There has been no change to the Company's principal business activities. Key financial indicators on a combined basis are as follows:
For the financial year ended 31 March 2014
Revenue HK$ 50,491,000
Gross Profit HK$ 6,305,000
Projection for the financial year ending 31 March 2015
Revenue HK$ 37,651,000
Gross Loss HK$ 11,842,000
For the plastic raw materials trading, final pricing cannot be compromised. Therefore, trading of this product is temporary suspended. For the trading of coal, the Company keeps on working closely with coal supplier for sales opportunities. The Group is also seeking for potential projects in order to bring the best returns to the shareholders. As mentioned before, the Company is considering domestic sales of nickel ore in Indonesia or to team up with PRC investors to set up smelters in Indonesia to product nickel pig- iron.
B. FINANCIAL POSITION
Based on the information currently available to the management of the Company, the financial year ending 31 March 2015 will be at a loss. This is mainly due to daily operation expenses, including but not limited to litigation costs and administrative expenses.
In respect of the balance sheet of the Company, if the disputed Tranche 2 Bonds are disregarded, the Group's assets as at 31 March 2014 would exceed its liabilities.
Warning: Shareholders of the Company and the investing public should note that the financial information set out in this Announcement is based on management records and has not yet been reviewed by the audit committee and auditors of the Company and is subject to audit adjustments.
C. RESUMPTION CONDITIONS
The Company is currently taking the necessary steps to fulfil the Resumption Conditions imposed by the Stock Exchange. As at the date of this announcement, the current status is as follows:
1. Forensic Investigation and the Investigation carried out by the ICAC
As disclosed in the announcement of the Company dated 12 March 2015, in order not to hinder the ICAC Investigation, the Company was advised to disclose findings of Forensic Investigation as disclosed in executive summary of the Report only. As at the date of this announcement, to the best of knowledge of the
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Company, the Investigation conducted by the ICAC is still ongoing. As such, the Company is unable to conclude or assess the impact of the Investigation on the Group at this stage. In the meantime before the Investigation has been completed, the information provided to the Company's auditors on the Forensic Investigation was limited to the executive summary of the Report only. Upon the completion of the Investigation, the Company would undertake necessary procedures to address the concern of the Investigation and reassess the character, level of due care and integrity of the Company's management as well as the Company's corporate governance policies.
2. Audited Financial Results
Having enquired with the Company's auditors regarding the progress if their review and/or audit of the outstanding financial results of the Group, the Directors are given to understand that:
(1) apart from the Company, audit works of the Group for the financial year ended
31 March 2011 and 2012 were substantially completed;
(2) due to incompletion of the audited 2011 and 2012 Annual Results and subject to the Investigation results, audit works of the Group for the financial year ended 31 March 2013 and 2014 have not yet commenced;
(3) the issuance of the audited financial statements for the Group had to be delayed pending for the Investigation results; and
(4) subject to the Investigation results, the progress of the preparation, finalisation and publication of the Interim Results and Annual Results have been affected and delayed and will continue to be delayed.
Not until the Investigation has completed and the entire Report is available to be released, as at the date of this announcement, no timetable for completion of audit for the financial year ended 31 March 2011, 2012, 2013 and 2014 can be provided.
The Company will actively cooperate with the ICAC and will make further announcement(s) to inform its shareholders of relevant updates, including a tentative timetable and plan in relation to the publication of audited financial results, when and where appropriate.
3. Internal Control Review
The internal control review work, as disclosed in announcement of the Company dated 31 July 2013, has been suspended. When the Investigation has completed and the Report is available, the accounting firm will then be able to resume its work to address any findings of the Report and the internal control review findings. In the meantime, the Company has strengthened its internal control procedures.
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D. LITIGATIONS/DISPUTES
The Company is involved in the following litigation/disputes, mainly in relation to the bonds issued by the Company to vendors in 2008 :
a. Claims against the Company by Johnson Electric International Limited
HCA 1240 of 2012
As announced by the Company, on 10 April 2014, the Court of Appeal allowed the Company's Appeal against the Summary Judgment and set aside the Summary Judgment. The date of hearing for the appeal is not yet fixed.
b. Claims against the Company by Elite Dragon Limited
HCA 1903 of 2012
Exchange of witness statements has been completed in February 2015 and the date of trial is not yet fixed.
c. Claims against the Company by Golden Mount Limited
HCA 717 of 2013
Further to the announcement of the Company dated 7 November 2013, the
Company has received the taxed costs of the action from Golden Mount Limited.
SUSPENSION OF TRADING
At the request of the Company, trading in the Shares on the Stock Exchange has been suspended with effect from 9 : 00 a.m. on 4 July 2011 and will continue to be suspended until further notice.
Shareholders and potential investors are accordingly advised to exercise caution when dealing in the securities of the Company.
By order of the Board
Bel Global Resources Holdings Limited
Li Wing Tak
Company Secretary
Hong Kong, 30 March 2015
As at the date of this announcement, (i) the executive Directors are Ms. Sze Shan Shan, Pat (note 1), and Mr. Li Wing Tak (note 2); (ii) non-executive Director is Mr. Cai Dubing; and (iii) the independent non-executive Directors are Dr. Chang Sookong, Mr. Ho Wai Chi, Paul and Mr. Wong Lok.
Note 1 : Positions, duties and functions suspended with effect from 12 December 2014.
Note 2 : Mr. Li Wing Tak has appointed Mr. Wong Wan Sing as his alternate Director.
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