TIDMPACL
RNS Number : 1352P
Pacific Alliance China Land Limited
28 September 2011
28 September 2011
Pacific Alliance China Land Limited
('PACL' or the 'Company')
Unaudited Interim Results for the six months ended 30 June
2011
Pacific Alliance China Land Limited ('PACL' or the 'Company'),
an AIM-traded, closed-end investment company with a portfolio of
investments including existing properties, new developments,
distressed projects and real estate companies in Greater China, has
today announced its financial results for the six months to 30 June
2011.
Financial Highlights
-- Net asset value as at 30 June 2011 was US$253 million,
representing US$1.81 per share, a 3.6 per cent increase on the
prior six months to 31 December 2010 (US$242 million, representing
US$1.75 per share) and an annualised increase of 18 per cent since
the Company's inception. -- The Company's share price closed at
US$1.215 on 30 June 2011, representing a 46 per cent year-on-year
increase. PACL's share price has consistently outperformed major
benchmark indices including the FTSE 350 Real Estate Index and the
FTSE AIM All-Share index.
Portfolio and Fund Developments
-- During the first quarter of 2011, PACL sold its remaining
indirect interest in HNA Airport for a total of US$14.5 million
which, together with previous partial realisations, brings total
consideration of HNA Airport to US$27.4 million in cash of which
US$13.6 million is attributable to PACL. This represents a 1.3x
gross cash multiple. As part of the sale, the Company received
options in HNA Airport, exercisable subject to a number of
conditions, which could potentially provide significant future
upside for PACL. -- In June 2011, the Company exercised its put
option to sell its 40 per cent interest in Project Blue Bird back
to its JV partner, Vanke, for a total of RMB125 million, of which
RMB62 million is attributable to PACL. This represents a net IRR of
16 per cent and a net cash multiple of 1.3x.
According to Patrick Boot, Managing Director, Pacific Alliance
Real Estate Limited, the Company's strong focus and weighting on
the China commercial property sectors is driving PACL's growth.
"As the residential property sector in China continues to be
affected by tight monetary policy and strict government regulation,
commercial real estate continues to benefit from rising wages and
increased consumption, which is driving returns for our portfolio.
We are also seeing increased demand and new opportunities for
alternative lending, including bridge financing and
co-developments, from developers with solid projects and prospects
that have been negatively impacted by stricter onshore bank lending
policies," he said.
"Given this situation we will continue to monitor the price
corrections in the residential sector closely over the next 12
months; as developers become more cashflow constrained there will
likely be some good buying opportunities for PACL".
For further information please contact:
MANAGER: LEGAL COUNSEL:
Patrick Boot, Managing Partner Jon Lewis, General Counsel
Pacific Alliance Real Estate PAG
Limited T: (852) 2918 0088
15/F, AIA Central F: (852) 2918 0881
1 Connaught Road jlewis@pagasia.com
Central, Hong Kong
T: (852) 2918 0088
F: (852) 2918 0881
pboot@pagasia.com
BROKER: NOMINATED ADVISER:
Hiroshi Funaki Philip Secrett
LCF Edmond de Rothschild Securities Grant Thornton Corporate Finance
T: (44) 20 7845 5960 T: (44) 20 7383 5100
F: (44) 20 7845 5961 Philip.J.Secrett@uk.gt.com
funds@lcfr.co.uk
MEDIA RELATIONS:
Stephanie Barry
PAG
T: (852) 3719 3375
sbarry@pagasia.com
Notes to Editors:
About Pacific Alliance China Land Limited
Pacific Alliance China Land Limited ("PACL") (AIM: PACL) is a
closed-end investment company that was admitted to trading on the
AIM Market of the London Stock Exchange in November 2007. PACL is
focused on investing in a portfolio of existing properties, new
developments, distressed projects and real estate companies in
Greater China.
For more information about PACL, please visit:
www.pacl-fund.com
Pacific Alliance China Land Limited is a member of PAG (formerly
known as Pacific Alliance Group), which is one of the region's
largest Asia-focussed alternative investment managers, with funds
under management across Private Equity, Real Estate and Absolute
Returns strategies.
Founded in 2002, PAG now has a presence across Asia with over
270 staff working in the region.
For more information about PAG, please visit:
www.pagasia.com
Chairperson's Statement
Pacific Alliance China Land Limited ("the Company") delivered a
solid performance during the first half of 2011. The Company's net
asset value (NAV) was US$253 million or US$1.81 per share as of 30
June 2011, a 3.65 per cent increase from 31 December 2010 and a 2
per cent increase from 30 June 2010. The performance can be
attributed to the Company's continued commitment to a combination
of defensive and growth investment strategies which has delivered
significant value to shareholders.
The outlook for the property sector in China continues to be
dominated by the Chinese government's focus on inflation and
tightening monetary policy. In the first six months of 2011, The
People's Bank of China twice raised the deposit reserve requirement
ratio, bringing it to an historic high of 21.5 per cent as of June
2011, yet the upward trend in the consumer price index continues.
As such, the government is likely to remain committed to policies
to slow growth in the residential property sector.
The impact of these policies is starting to be felt in some
areas. Residential sales volumes in some tier 1 and tier 2 cities
have decreased and prices have decreased slightly, particularly for
projects located in city outskirts. However, in many of the
stronger tier 3 cities where government policy has not been as
strictly applied, sales volumes and prices have held steady.
Irrespective, onshore bank borrowing has continued to become even
more difficult and many developers have begun seeking funds
offshore or via alternative domestic financing options. It is this
flight to alternative financing which is generating new
opportunities for our business, particularly in bridge financing
and co-development deals with preferred returns.
To date, our focus on the commercial property sector has
insulated the Company from much of the volatility in the
residential property sector, while at the same time allowing the
Company to capitalize on the strong growth of the office/retail
property market driven by rising wages and increased
consumption.
In the first half of 2011, the Company successfully exited two
projects: Hainan Airport and Project Bluebird and will continue to
look for further exit opportunities at attractive pricing which can
be accretive to the Company's NAV.
The Board of Directors and the Investment Manager would like to
take this opportunity to thank you for your continued support. We
are confident that our opportunistic multi-strategy investment
approach will continue to deliver attractive risk-adjusted returns
to shareholders despite the challenging current macro
environment.
Margaret Brooke
Chair
Investment Manager's Report
Portfolio Performance
As at 30 June 2011, the Company's unaudited total net asset
value ("NAV") was US$253 million, at US$1.81 per share. This is a
3.65 per cent increase from the NAV in the Company's 2010 audited
financial statements and an annualized increase of 18 per cent
since inception. Independent valuations are currently undertaken on
a quarterly basis by recognized international valuation firms and
real estate appraisers.
On 30 June 2011, the Company's share price closed at US$1.215, a
46 per cent increase year-on-year and a 33 per cent discount to the
unaudited NAV per ordinary share. PACL's share price has
outperformed major benchmark indices including the FTSE 350 Real
Estate Index and the FTSE AIM All-Share Index on a consistent
basis.
From
1 January 2011 to
30 June 2011
US$
Realized Gain
Investment interest income 4,497,500
Dividend income -
Deposit interest 112,867
Other income -
--------------
4,610,367
Change in Unrealized Gain
Pre-IPO financing (3,300,823)
Bridge financing 1,036,010
Co-development 3,142,452
Other real estate investments 16,490,808
Share of profits payable to
PACL II (1,284,361)
Foreign exchange 3,189,797
--------------
19,273,883
--------------
23,884,250
Portfolio Summary
As at 30 June 2011, the Company held investments with a cost of
approximately US$148 million and fair value of US$345 million. The
Company's portfolio is diversified across five strategies including
bridge financing, co-development, pre-IPO financing, platform
investment and asset acquisition.
Breakdown of Investments by Strategy
Fair Value Type of % of
Investments US$ investment Total Location
Platform
Project Malls 101,217,300 Investment 24.76% Mainland China
Asset
Project Diplomat 61,589,529 Acquisitions 15.06% Beijing
Pre-IPO
Project Auspice 55,695,600 Financing 13.62% Mainland China
Bridge Financing
Project Speed 48,957,746 (1)(2) 11.97% Guandong
Project Winpoint 25,406,859 Co-Development 6.21% Hangzhou
Co-Development
Project Blue Bird 19,455,298 (2) 4.76% Qingdao
Project Shanghai Co-Development
Jingrui 17,005,439 (2) 4.16% Huzhou
Project Beijing Bridge Financing
Olympic 14,963,957 (1)(2) 3.66% Beijing
Hainan Airport Pre-IPO
Group- Options 1,196,677 Financing (2) 0.29% Mainland China
Cash 63,353,723 Cash 15.50%
TOTAL 408,842,128 100.00%
(1) The allocation by strategy as per the Investment Manager's
report differs from the unaudited financial statement investment
schedule. The cost of the loans receivable disclosed in the
unaudited financial statement schedule represents the cost of
investments for accounting purposes, which are higher than the
respective cost of the loans according to the terms under the loan
agreements. Collection/repayment of loans receivable is calculated
based upon the effective interest method in the unaudited financial
statement schedule, whereas in the Investment Manager's report and
newsletter, in accordance with the legal agreements, the cost is
reduced prior to a reduction of interest.
(2) The investment value includes an amount attributable to the
PACL II shareholders.
Investment Strategy
During the first half of 2011, credit tightening, purchase
limits and increasing inflationary pressure significantly impacted
the residential property market. Despite this, the Manager believes
that residential markets still offer attractive opportunities for
returns from investments with good fundamentals and an absence of
purchase limits. The Company will continue to look for
opportunities in tier 1 and 2 cities where purchase limits are
applied, but has introduced more stringent underwriting standards
in assessing these investments.
Conversely, the office and retail property sectors continue to
enjoy more favorable market conditions without the inflationary and
subsequent regulatory pressures that impact the residential sector.
According to recent Jones Lang/PWC/Colliers research, sales prices
and rental rates have increased in most tier 1 and 2 cities, and
vacancy rates have dropped to below 10 per cent for Grade A offices
in all major tier markets for the first time since the 2008 global
financial crisis.
This is good for our portfolio which is over 70 per cent
weighted in the office, retail and leisure sectors which means our
existing investment portfolio has limited exposure to the Chinese
government's policy measures directed at reducing speculative
demand in the major residential property markets. Furthermore,
commercial propertiesrepresent an efficient and effective inflation
hedge, as rents correlate positively with inflation due to rising
land and building costs.
Looking ahead, we have two key focus areas for the second half
of 2011. First, we will continue to focus onimproving the
operations of our existing investments and maximizing the net asset
value of each investment. Second, we anticipate growing demand for
capital from small-to-medium size developers and some large listed
developers as monetary policy continues to tighten and reduce
market liquidity. We will look for new opportunities in alternative
lending at attractive margins.
Defensive Strategies
Bridge Financing
Continued credit tightening is generating new demand for bridge
financing from small-to-medium size developers. The Company's
bridge financing solutions provide developers with cash critical to
the completion of the development process. Projects must have sound
real estate fundamentals, reasonable business foundations and
borrowers must have good development track records.
Co-Developments with Preferred Returns
Residential inventories are rising due to purchase limits, bank
interest rate hikes and credit tightening. Accordingly, the Company
expects to see attractive opportunities for co-developments with
preferred returns as domestic financing channels continue to shrink
and developers experience reduced cash flow.
Growth Strategies
Value-Added Asset Acquisitions
In contrast with residential markets, where prices have softened
slightly, existing or nearly completed retail/commercial properties
with poor lease-up and/or ineffective management represent high
value-add opportunities. We are actively exploring this investment
sector and working closely with asset management service providers
to identify various value creation opportunities.
Platform Investment and Pre-IPO Financing
Financing channels for developments are becoming increasingly
restricted due to government cooling measures. As a result, some
developers on track for an IPO may now be forced to consider
strategic pre-IPO financing at a corporate and/or project level for
additional funds. We expect this will open up new pre-IPO and
platform opportunities. The Manager will pursue opportunities with
quality companies with proven track records and high-quality land
banks.
Distribution Policy
On 7 February 2011, the Company's distribution policy was
modified to match distributions to shareholders with ordinary
course realizations to maximize returns, instead of liquidating an
investment primarily to fund distributions. The modified policy
will also require that each distribution represent 50 per cent of
the Company's net realized profit of the fully realized investment,
with the returned principal plus the balance of the net realized
profit available for reinvestment.
Conclusion
China's property market continues to face a challenging outlook,
with residential markets in particular facing further cooling
measures including rising interest rates, more restricted lending
practices and purchase limits.
The Company's investment focus on commercial property has taken
advantage of the upward movement in the commercial property market
while maintaining minimum exposure towards the residential market.
The Manager believes the Company will continue to capitalize on
attractive investment opportunities during the current downturn
while avoiding most residential property sector risk.
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
AS AT 30 JUNE 2011
As at 30 As at 31
Note June 2011 Dec 2010
US$ US$
Unaudited Audited
Assets
Investments, at fair
value (Cost:
US$147,953,927;
2010:
US$155,493,106) 3,4,5,6 345,488,405 335,751,186
Other receivables 56,720 1,500,000
Cash and bank
balances 3 21,117,893 64,596,405
Restricted cash 7 42,235,830 -
-------------------- --------------------
Total assets 408,898,848 401,847,591
------------------ ------------------
Liabilities
Amounts due to PACL
II Limited 11(a) 56,569,128 101,159,458
Performance fee
payable 10,11(b) 4,466,807 12,341,008
Bank loans 7 38,121,000 -
Provision for
taxation 9 56,283,201 46,706,527
Accrued expenses and
other payables 32,081 135,878
-------------------- --------------------
Total liabilities 155,472,217 160,342,871
------------------ ------------------
Net assets 253,426,631 241,504,720
Analysis of net
assets
Share capital 8 1,898,339 1,898,339
Share premium 8 189,277,559 187,935,554
Capital surplus 8 1,816,917 1,816,917
Tendered shares 8 (50,635,345) (52,378,592)
Retained earnings 111,069,161 102,232,502
-------------------- --------------------
Net assets
(equivalent to
US$1.8118 (2010:
US$1.7480) per
share based on
139,876,717 (2010:
138,156,860) issued
and outstanding
shares) 253,426,631 241,504,720
The accompanying notes are an integral part of these
consolidated financial statements.
CONSOLIDATED SCHEDULE OF INVESTMENTS
AS AT 30 JUNE 2011
As at 30-Jun-11 As at 31-Dec-10
---------------------------------------------------------- --------------------------------------------
% of % of
effective effective
equity equity
Investments % of interest Cost/ % of interest Cost/
- Assets assets held principal Fair value assets held principal Fair value
US$ US$ US$ US$
COMMON STOCKS 111.10% 130.22%
Aviation,
China 0.47% 6.92%
Hainan
Airport
Group
Limited 0.00% 0.00% - - 6.92% 4.90% 10,002,500 14,500,000
Hainan
Airport
Group
Limited -
Options 0.47% 0.00% - 1,196,677
Real Estate
Development,
China 110.63% 123.30%
Huzhou
Jingrui Real
Estate Co.
Ltd. 6.71% 49.00% 7,580,450 17,005,439 8.43% 49.00% 7,423,167 17,668,314
Qingdao
Vanke Real
Estate Co.
Ltd. 7.68% 40.00% 6,188,400 19,455,299 8.65% 40.00% 5,860,000 18,119,561
Jiangyin
Aijia
Investment 10.03% 15.00% 23,206,500 25,406,859 10.37% 15.00% 22,725,000 21,721,598
SZITIC
Commercial
Property Co
Ltd 39.94% 30.00% 12,500,000 101,217,300 42.12% 30.00% 12,500,000 88,260,042
Dalian Wanda
Commercial
Real Estate
Co Ltd. 21.98% 0.50% 23,670,630 55,695,600 26.03% 0.50% 22,414,500 54,540,000
Beijing Hines
Jing Sheng
Real Estate
Development
Co Ltd.
(Embassy
House,
Beijing) 24.30% 40.00% 20,880,000 61,589,529 27.71% 40.00% 20,880,000 58,055,978
BONDS
Real Estate
Development,
China 19.32% 23.36%
Times
Property
Holdings Co.
Ltd. 19.32% 40,000,000 48,957,746 23.36% 40,000,000 48,957,746
LOANS
RECEIVABLE
Real Estate
Development,
China 5.90% 6.65%
Spirit
Charter
Investment
Limited (1) 5.90% 13,927,947 14,963,957 6.65% 13,687,939 13,927,947
Total 147,953,927 345,488,405 155,493,106 335,751,186
============ ============ ============ ============
1 The principal above represents the principal calculated
according to the Fund's accounting purpose, which is different from
the loan principal calculated in accordance with the legal
agreements whereby the cost is paid prior to the repayment of
interest component.
The accompanying notes are an integral part of these
consolidated financial statements.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED 30 JUNE 2011
Period from Period from
1 January 1 January
to 30 June to 30 June
Note 2011 2010
US$ US$
Income
Interest income 112,867 294,949
Other income 10 - 1,209,875
------------------ ------------------
Total income 112,867 1,504,824
----------------- -----------------
Expenses
Local taxes 9 9,637,953 2,561,411
Management fees 10,11(b) 2,400,389 1,879,810
Performance fees 10,11(b) 2,211,051 624,809
Legal and professional
fees 371,589 845,973
Interest expenses 7 - 1,283
Other expenses 426,610 405,412
------------------ ------------------
Total expenses 15,047,592 6,318,697
----------------- -----------------
Net investment loss (14,934,725) (4,813,873)
----------------- -----------------
Realized and unrealized
gains from investments
Net realized gains from
investments 4,497,500 6,616,553
Net change in unrealized
gains from investments 17,368,448 6,032,905
Net increase in payable
from gains attributable
to PACL II 11(a) (1,284,361) (5,294,247)
Net foreign exchange
gains 3,189,797 794,544
------------------ ------------------
Net realized and
unrealized gains from
investments 23,771,384 8,149,754
----------------- -----------------
Net increase in net
assets from operations 8,836,659 3,335,882
The accompanying notes are an integral part of these
consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED 30 JUNE 2011
Share capital
and share Capital Tendered Retained
Note premium surplus shares earnings Total
US$ US$ US$ US$ US$
At 1
January
2010 189,833,893 1,816,917 (34,969,715) 52,860,772 209,541,867
Repurchase
of shares 8 - - (17,408,877) - (17,408,877)
Net
increase
in net
assets
from
operations - - - 49,371,730 49,371,730
-------------------- ---------------- -------------------- -------------------- --------------------
At 31
December
2010 and 1
January
2011 189,833,893 1,816,917 (52,378,592) 102,232,502 241,504,720
Transfer of
tendered
shares 8 1,342,005 1,743,247 3,085,252
Net
increase
in net
assets
from
operations 8,836,659 8,836,659
-------------------- ---------------- -------------------- -------------------- --------------------
At 30 June
2011 191,175,898 1,816,917 (50,635,345) 111,069,161 253,426,631
The accompanying notes are an integral part of these
consolidated financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 JUNE 2011
Period from
1 January
to Year ended
30 June 31 December
2011 2010
US$ US$
Net increase in net assets from
operations 8,836,659 49,371,730
Adjustments
(Increase)/decrease in
operating assets
Purchase of investments - (22,422,000)
Disposal of investments 14,500,000 69,506,052
Net realized and unrealized
gains from investments (24,237,220) (98,828,396)
Net increase in payable from
gain attributable to PACL II
Limited 1,284,361 9,403,257
Amounts due from related
parties - -
Other receivables 1,443,280 2,148,352
Other assets - 895,509
Restricted cash - 12,000,000
Increase/(decrease) in
operating liabilities
Amounts due to PACL II Limited (45,874,691) (23,286,109)
Performance fee payable (7,874,201) (2,083,986)
Provision for taxation 9,576,674 16,587,490
Accrued expenses and other
payables (103,796) (901,112)
-------------------- --------------------
Net cash generated from
operating activities (42,448,934) 12,390,787
------------------- -------------------
Bank loans obtained/(repaid) 38,121,000 (12,000,000)
Transfer/(repurchase) of shares 3,085,252 (17,408,877)
-------------------- --------------------
Net cash used in from financing
activities 41,206,252 (29,408,877)
------------------- -------------------
Net decrease in cash and cash
equivalents (1,242,682) (17,018,090)
Beginning balance 64,596,405 81,614,495
-------------------- --------------------
Ending balance, representing
cash and bank balances 63,353,723 64,596,405
Non-cash transactions
See Note 11(a) for the restructuring of the Company.
The accompanying notes are an integral part of these
consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2011
1 Organization
Pacific Alliance China Land Limited (the "Company") was
incorporated on 5 September 2007 in the Cayman Islands. It is a
closed-end Cayman Islands registered, exempted company. The address
of its registered office is PO Box 472, 2nd Floor, Harbour Place,
Grand Cayman, KY1-1106, Cayman Islands. The Company can raise
additional capital up to the authorized share capital as described
in Note 8 below.
The Company's ordinary shares are traded on the AIM Market of
the London Stock Exchange.
The principal investment objective of the Company is to provide
shareholders with capital growth and a regular level of income from
investments in existing properties, new developments, distressed
projects and real estate companies in Greater China.
The Company's investment activities are managed by the
Investment Manager, Pacific Alliance Real Estate Limited ("PARE").
The Company has appointed Sanne Trust Company Limited to act as
Custodian, Administrator and Registrar pursuant to the custodian
agreement and fund administration services agreement
respectively.
The consolidated financial statements were approved by the Board
of Directors on 27 September 2011.
2 Summary of significant accounting policies
The following significant accounting policies are in conformity
with accounting principles generally accepted in the United States
of America. The Company applies the provisions of FASB ASC 946-10,
Financial Services - Investment Companies (formerly the AICPA Audit
and Accounting Guide for Investment Companies) (the "Guide"). Such
policies are consistently followed by the Company in the
preparation of its consolidated financial statements.
(a) Principles of consolidation
These consolidated financial statements include the financial
statements of the Company and its subsidiaries (collectively, the
"Fund"). Subsidiaries are fully consolidated from the date on which
control is transferred to the Fund and deconsolidated from the date
that control ceases. Inter-company transactions between group
companies are eliminated upon consolidation.
The Fund uses wholly and partially owned special purpose
vehicles ("SPVs") to hold and transact in certain investments. The
Fund's policy is to consolidate, as appropriate, those SPVs in
which the Fund has control over significant operating, financial or
investing decisions of the entity.
Except when an operating company provides services to the Fund,
investment in an operating company is carried at fair value (refer
to Note 2(c) below for fair value measurement).
(b) Use of estimates
The preparation of consolidated financial statements in
conformity with accounting principles generally accepted in the
United States of America requires the Fund's management to make
estimates and assumptions that affect the reported value of assets
and liabilities and disclosures of contingent assets and
liabilities as of 30 June 2011 and the reported amounts of income
and expenses for the year then ended. The areas involving a higher
degree of judgment or complexity, or areas where assumptions and
estimates are significant to the financial statements are disclosed
in Notes 2(c) and 2(g).
(c) Investments
The Fund holds investment securities which are unlisted and have
limited marketability. The Fund engages in secured lending
transactions consisting of repurchase agreements and other secured
borrowings.
(i) Recognition and derecognition
Regular purchase and sale of investments are accounted for on
the trade date, the date the trade is executed. Costs used in
determining realized gains and losses on the disposal of
investments are based on the specific identification method for
unlisted or unquoted investments. Cost includes legal and due
diligence fees associated with the acquisition of investments.
Transfer of investments is accounted for as a sale when the Fund
has relinquished control over the transferred assets. Any realized
gains and losses from investments are recognized in the
consolidated statement of operations.
(ii) Fair value measurement
The Fund is an investment company under the Guide. As a result,
the Fund records and re-measures its investments on the
consolidated statement of assets and liabilities at fair value,
with unrealized gains and losses resulting from changes in fair
value recognized in the consolidated statement of operations.
Fair value is the amount that would be received to dispose of
the investments in an orderly transaction between market
participants at the measurement date, i.e. the exit price. Fair
value of investments is determined by the Valuation Committee,
which is established by the Investment Manager and the Board of
Directors.
The fair value of unlisted or unquoted securities is based on
the Fund's valuation models, including earnings multiples (based on
the budgeted earnings or historical earnings of the issuer and
earnings multiples of comparable listed companies) and discounted
cash flows. The Valuation Committee also considers the relevant
developments since acquisition of the investments, the original
transaction price, recent transactions in the same or similar
instruments, completed third-party transactions in comparable
instruments, reliable indicative offers from potential buyers and
rights in connection with realization. It adjusts the model as
necessary for factors such as non-maintainable earnings, tax risk,
growth stage, and cash traps. Cross-checks of primary techniques
are made against other secondary valuation techniques.
In determining fair value of certain unlisted securities, the
Valuation Committee uses as reference valuations made by
independent valuers which rely on the financial data of investees
and on estimates made by the management of the investee companies
as to the effect of future developments. The independent valuers
also assist in the selection of valuation techniques and models.
However, there are inherent limitations in any valuation technique
due to the lack of observable inputs. Estimated fair value may
differ significantly from the value that would have been used had a
readily available market for such investments existed and these
differences could be material to the financial statements.
Additional information about the level of market observability
associated with investments carried at fair value are disclosed in
Note 4 below.
The Fund enters into secured lending transactions which are
reported as operating activities in these consolidated financial
statements. Loans receivable are recorded at fair value in
accordance with the guidance set forth in Note 4. The valuation
techniques applied usually takes into account the estimated future
cash flows, liquidity, credit, market and interest rate
factors.
(d) Cash and cash equivalents
Cash represents cash at banks and does not include restricted
cash such as fixed deposits pledged as security for bank loans.
Cash equivalents are defined as those instruments which mature
within three months or less of the date of purchase.
(e) Bank loans
Bank loans are initially recognized at fair value, net of
transaction costs incurred and subsequently stated at amortized
cost. Any difference between the proceeds (net of transaction
costs) and the redemption value is recognized in the consolidated
statement of operations over the period of the borrowing using the
effective interest method.
(f) Foreign currency translation
The books and records of the Fund are maintained in United
States Dollars ("US$"), which is also the functional currency.
Assets and liabilities, both monetary and non-monetary, denominated
in foreign currencies are translated into US$ at period-end
exchange rates, while income and expenses are translated at the
exchange rates in effect during the period.
Gains and losses attributed to changes in the value of foreign
currencies for investments, cash balances and other assets and
liabilities are reported as foreign exchange gain and loss.
(g) Income taxes
Under the current laws of the Cayman Islands, the Fund had no
income taxes payables in that jurisdiction. The Fund may be subject
to taxes imposed in other countries in which it invests. Such taxes
are generally based on income and gains earned. Taxes are accrued
on investment income, realized gains, and unrealized gains, as
appropriate, when the income and gains are earned. The Fund accrues
for liabilities relating to uncertain tax positions only when such
liabilities are probable and can be reasonably estimated in
accordance with the authoritative guidance contained in ASC 740
described in Note 9. Such income and gains are recorded gross of
taxes in the consolidated statement of operations and taxes are
shown as a separate item in the consolidated statement of
operations.
The Fund files tax returns as prescribed by the tax laws of the
jurisdictions in which it operates. The Fund uses the asset and
liability method to provide for income taxes on all transactions
recorded in the consolidated financial statements. This method
requires that income taxes reflect the expected future tax
consequences of temporary differences between carrying amounts of
assets or liabilities for book and tax purposes. Accordingly, a
deferred tax asset or liability for each temporary difference is
determined based on the tax rates that the Fund expects to be in
effect when the underlying items of income and expense are
realized.
(h) Recognition of income and expenses
Interest income on bank balances is accrued as earned using the
effective interest method.
Dividend income is recognized on the ex-dividend date and is
recorded net of withholding taxes where applicable.
Expenses are recorded on an accrual basis.
(i) Subsequent events
In accordance with FASB ASC 855-10, "Subsequent Events",
(formerly FAS165), the Fund discloses events that occur after the
balance sheet date but before the financial statements are issued
or are available to be issued. See Note 14, Subsequent Events, for
further discussion.
(j) Critical accounting estimate and assumptions
Estimates and judgements are continuously evaluated and are
based on historical experience and other factors, including
expectations of future events that are believed to be reasonable
under the circumstances. The resulting accounting estimates will,
by definition, seldom equal the related actual results. The
estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets and
liabilities within the next financial year are addressed below.
(i) Income taxes
The Fund is subject to income taxes in the jurisdictions in
which it operates. Significant judgement is required in determining
the worldwide provision for income taxes. There are many
transactions and calculations for which the ultimate tax
determination is uncertain. The Fund recognises liabilities for
anticipated tax audit issues based on estimates of whether
additional taxes will be due. Where the final tax outcome of these
matters is different from the amounts that were initially recorded,
such differences will impact the current and deferred income tax
assets and liabilities in the period in which such determination is
made.
3 Concentration of risks
(a) Market risk
Market risk represents the potential loss in value of financial
instruments caused by movements in market variables, such as equity
prices.
Investments are made with a focus on Greater China. Political or
economic conditions and the possible imposition of adverse laws or
currency exchange restrictions in that region could cause the
Fund's investments and the respective markets to become less liquid
and also the prices to become more volatile.
The Fund's investments may be concentrated in a particular
industry or sector and performance of that particular industry or
sector may have a significant impact on the Fund. The Fund's
concentration of investments in a particular industry or sector is
presented on the consolidated schedule of investments.
The Fund's investments may also be subject to the risk
associated with investing in private equity securities. Investments
in private equity securities may be illiquid and subject to various
restrictions on resale and there can be no assurance the Fund will
be able to realize the value of such investments in a timely
manner.
See Note 4 below for a discussion on the inputs in fair value
measurement of the Fund's investments.
(b) Interest rate risk
Interest rate risk arises from the fluctuations in the
prevailing levels of market interest rates which affect the fair
value of financial assets and liabilities and future cash flows.
The Fund has bank accounts, restricted cash, loans receivable and
bank loans that expose the Fund to interest rate risk. The Fund has
direct exposure to interest rate changes in respect of the
valuation and cash flows of its interest bearing assets and
liabilities. The Fund may also be indirectly affected by interest
rate changes in respect of the earnings of certain companies in
which it invests.
(c) Currency risk
The Fund has assets and liabilities denominated in currencies
other than the US$, the functional currency. The Fund is therefore
exposed to currency risk as the value of assets and liabilities
denominated in other currencies may fluctuate due to changes in
exchange rates. The net assets of the Fund are denominated in the
following currencies:
As at 30 June As at 31 December
2011 2010
US$ US$
Renminbi 152,309,406 146,343,636
United States Dollar 101,117,225 95,161,084
-------------------- --------------------
253,426,631 241,504,720
(d) Credit risk
The Fund is exposed to default risk by the counterparties of the
loans receivable. Whilst the loans receivable are structured to
provide the Fund with adequate collateral in the event of default,
enforcement may be subject to the legal system of the countries
where the relevant agreements are entered. Even where the contract
is enforced, the collateral may not be sufficient to fully
compensate the Fund for default losses. In an attempt to mitigate
losses, the Fund, where possible, obtains independent valuations of
the collateral on a regular basis and monitors the fair value of
collateral relative to the loan amounts plus accrued interest and
where necessary, requires additional cash or collateral from the
borrower to manage its exposure. However, these valuations do not
guarantee the ultimate realizable value of the collateral.
The legal system of the countries in which the Fund invests vary
widely in their development, degree of sophistication, attitude,
and policies towards bankruptcy, insolvency, liquidation,
receivership, default and treatment of creditors and debtors.
Furthermore, the effectiveness of the judicial system of the
countries in which the Fund invests varies, thus the Fund (or any
entity in which the Fund holds a direct or secondary interest) may
have difficulty in successfully pursuing claims in the courts of
such countries. To the extent the Fund or an entity in which the
Fund holds a direct or secondary interest has obtained a judgement
but is required to seek its enforcement in the courts of the
countries in which the Fund invests, there can be no assurance the
court will enforce such judgement.
As at 30 June 2011, investments in loans receivables and bonds
of US$63,921,703 (year ended 31 December 2010: US$62,885,693) were
borrowed/issued by counterparties which are currently unrated by
any rating agency.
(e) Liquidity risk
As the Company is closed-end, it is not exposed to redemptions
of shares by its shareholders.
The Fund is exposed to liquidity risk as the majority of the
investments of the Fund are illiquid and certain of the Fund's
liabilities have short maturity. Details of the maturity analysis
on loans receivable are set out in Note 5 below. Illiquid
investments include all securities and instruments which are not
actively traded on any major securities market or for which no
established secondary market exists where the investments can be
readily converted into cash. Reduced liquidity resulting from the
absence of an established secondary market may have an adverse
effect on the prices of the Fund's investments and the Fund's
ability to dispose of them where necessary to meet liquidity
requirements. The liquidity risk and the liability level of the
Fund is closely monitored by the Investment Manager. All current
bank loans are fully collateralized with cash. The Fund has
distributed $49,989,521 (year ended 31 December 2010:
US$23,286,109) to PACL II for the period ended 30 June 2011.
China currently has foreign exchange controls that restrict the
repatriation of funds. Any unexpected foreign exchange control in
China may cause difficulties in the repatriation of funds. The Fund
invests in China and may be unable to repatriate funds out of China
on a timely basis to meet its obligations. See Note 3(c) above for
exposure to Renminbi.
The Fund has the ability to borrow in the short term and this is
subject to certain limitations on such borrowings, including a
limit on the total amount of all borrowings outstanding at any time
which shall not exceed 50% of the Fund's total assets at such
time.
4 Investments
In accordance with Financial Accounting Standards Board ("FASB")
ASC 820-10, Fair Value Measurements and Disclosures, (formerly
Statement of Financial Accounting Standards ("SFAS") No. 157), the
Fund discloses the fair value of its investments in a hierarchy
that prioritizes the inputs to valuation techniques used to measure
fair value. The hierarchy gives the highest priority to valuations
based upon unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest
priority to valuations based upon unobservable inputs that are
significant to the valuation (Level 3 measurements). FASB ASC
820-10-35-39 to 55 provides three levels of the fair value
hierarchy as follows:
Level 1
Inputs that reflect unadjusted quoted prices in active markets
for identical assets or liabilities that the Fund has the ability
to access at the measurement date;
Level 2
Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability either directly or
indirectly, including quoted prices for similar assets or
liabilities in active markets, quoted prices for identical or
similar assets or liabilities in markets that are not considered to
be active, inputs other than quoted prices that are observable for
the asset or liability, and inputs that are derived principally
from or corroborated by observable market data by correlation or
other means;
Level 3
Unobservable inputs based on the best information available in
the circumstances, to the extent observable inputs are not
available (including the Fund's own assumptions used in determining
the fair value of investments).
Inputs to measure fair values broadly refer to the assumptions
that market participants use to make valuation decisions, including
assumptions about risk. Inputs may include price information,
volatility statistics, specific and broad credit data, liquidity
statistics and other factors. An asset or a liability's level
within the fair value hierarchy is based on the lowest level of any
input that is significant to the fair value measurement. However,
the determination of what constitutes "observable" requires
significant judgment. The Valuation Committee considers observable
data to be such market data which is readily available, regularly
distributed or updated, reliable and verifiable, not proprietary
and provided by multiple, independent sources that are actively
involved in the relevant market. The categorization of an asset or
a liability within the hierarchy is based upon the pricing
transparency of the asset or liability and does not necessarily
correspond to the Valuation Committee's perceived risk of that
asset or liability.
In determining an instrument's placement within the hierarchy,
the Valuation committee follows the following:
Level 1
Investments in listed stocks and derivatives that are valued
using quoted prices in active markets and are therefore classified
within Level 1 of the fair value hierarchy.
As at 30 June 2011, the Fund did not have any investments that
were categorized as Level 1 within the fair value hierarchy (year
ended 31 December 2010: Nil).
Level 2
Investments in listed stocks for which trading is restricted for
a certain period of time and for which the restriction is
applicable to market participants in general (for example, legal
person shares containing lock-up periods) are valued using the last
traded prices of the listed stocks after factoring in discounts for
liquidity. Such investments are generally classified within Level 2
of the fair value hierarchy. The discounts for restrictions are
estimated by the Valuation Committee by analyzing the length of the
restriction period and are as follows:
Discount for restrictions Length of restriction period
5% 1 to 6 months
10%, reducing over the period 7 to 12 months
25%, reducing over the period More than 12 months
As at 30 June 2011, the Fund did not have any investments that
were categorized as Level 2 within the fair value hierarchy (2010:
Nil).
Level 3
Assets are classified within Level 3 of the fair value hierarchy
if they are traded infrequently and therefore have little or no
price transparency. Such assets include investments in unlisted
stocks and bonds and loans receivable. Investments classified
within Level 3 have significant unobservable inputs, as they trade
infrequently or not at all. Level 3 instruments include illiquid
listed equity, private equity, real estate investments, certain
bank loans and bridge loans, less liquid corporate debt securities
(including distressed debt instruments), collateralized debt
obligations, less liquid convertible debt securities, and
investments in closed-end funds. When observable prices are not
available for these securities, the Valuation Committee uses one or
more valuation techniques (e.g., the market approach or the income
approach) for which sufficient and reliable data is available.
Within Level 3, the use of the market approach generally consists
of using comparable market transactions, while the income approach
generally consists of the net present value of estimated future
cash flows, adjusted as appropriate for liquidity, credit, market
and/or other risk factors.
The inputs used by the Valuation Committee in estimating the
value of Level 3 investments include the original transaction
price, recent transactions in the same or similar instruments,
completed or pending third-party transactions in the underlying
investment or comparable issuers, subsequent rounds of financing,
recapitalizations and other transactions across the capital
structure, offerings in the equity or debt capital markets, and
changes in financial ratios or cash flows. Valuation of Level 3
investments may also be adjusted to reflect illiquidity and/or
non-transferability with the amount of such discount estimated by
the Valuation Committee in the absence of market information.
The fair value measurement of Level 3 investments does not
include transaction costs that may have been capitalized as part of
the security's cost basis. Assumptions used by the Valuation
Committee due to the lack of observable inputs may significantly
impact the resulting fair value and therefore the Fund's results of
operations.
All of the Company's investments are categorized as Level 3
investments within the fair value hierarchy. The following table
summarizes the changes in fair value of the Fund's Level 3
instruments by captions:
As at 30 June 2011 Level 3
US$
Investments - stocks 280,370,025
Investments - bonds (Note 5) 48,957,746
Investments - loans receivable
(Note 5) 14,963,957
Investments - derivatives (Note
6) 1,196,677
--------------------
345,488,405
As at 31 December 2010
Level 3
US$
Investments - stocks 272,865,492
Investments - bonds (Note 5) 48,957,746
Investments - loans receivable
(Note 5) 13,927,947
--------------------
335,751,185
As at 30 June 2011, investments of US$280,370,025 (year ended 31
December 2010: US$258,365,492) were held directly by the Fund, and
investments of US$65,118,380 (year ended 31 December 2010:
US$77,385,693) were held through jointly controlled entities with
Pacific Alliance Asia Opportunity Fund L.P. ("PAX L.P."), an
investment fund managed by Pacific Alliance Investment Management
Limited, a fellow subsidiary of the Investment Manager.
The following table summarizes the changes in fair value of the
Fund's Level 3 instruments.
Investments- Investments- Investments- Investments
stocks bonds loans receivable - derivatives Total
US$ US$ US$ US$ US$
At 1 January
2010 191,611,208 44,976,526 50,005,128 - 286,592,862
Purchase of
investments 22,422,000 - - - 22,422,000
Proceeds from
sale of
investments (32,617,250) - (39,474,821) - (72,092,072)
Net realized
gains 2,932,600 - 12,508,536 - 15,441,136
Net unrealized
gains 88,516,934 3,981,220 (9,110,896) - 83,387,258
------------------ ------------------ ------------------ -------------------- ------------------
At 31 December
2010 272,865,492 48,957,746 13,927,947 - 335,751,185
Investments
Investments- Investments- - loans Investments
stocks bonds receivable -derivatives Total
US$ US$ US$ US$ US$
At 1 January
2011 272,865,492 48,957,746 13,927,947 - 335,751,186
Purchase of
investments - - - - -
Proceeds from
sale of
investments (14,500,000) - - - (14,500,000)
Net realized
gains 4,497,500 - - - 4,497,500
Net unrealized
gains/(losses) 17,507,033 - 1,036,010 1,196,677 19,739,719
------------------ ------------------ ------------------ -------------------- ------------------
At 30 June 2011 280,370,025 48,957,746 14,963,957 1,196,677 345,488,405
Total net change in unrealized gains on Level 3 instruments as
shown above are presented in the consolidated statement of
operations.
5 Investments - loans receivable and bonds
As at 30 June 2011, the Fund had loans receivable from
unaffiliated parties amounting to US$14,963,957 (year ended 31
December 2010: US$13,927,948). The loans will mature in the next 12
months. The interest rates charged on the loans is 15 per cent per
annum (year ended 31 December 2010: 10 per cent to 35 per cent per
annum).
For the period ended 30 June 2011, total realized gains
recognized on these loans amounted to US$ Nil (year ended 31
December 2010: US$12,508,536) and net change in unrealized losses
for loans receivable amounted to US$1,036,010 (year ended 31
December 2010: unrealized losses of US$9,110,895).
The loans are categorized into the following types by
structure:
2011 2010
US$ US$
Secured Borrowings 14,963,957 13,927,947
As at 30 June 2011, the Fund had a bond investment from an
unaffiliated party amounting to US$48,957,746 (year ended 31
December 2010: US$48,957,746) which will mature in the next 12
months. The Fund held collateral on the bond investment in the form
of assets of the bond issuer and its subsidiaries. The fair value
of the investment is determined by the Valuation Committee. For the
period ended 30 June 2011, total unrealized gains recognized on the
bond amounted to US$ Nil (year ended 31 December 2010:
US$3,981,220).
6 Investments - derivatives
The buyer of an option has the right to purchase a specified
quantity of a specific financial instrument at a specified price
prior to or on a specified expiration date. The maximum loss
exposure of a call option is the premium, if any, paid by the
buyer.
As at 30 June 2011, the Fund had an investment of US$1,196,677
in the form of options on equity shares that were categorized as
Level 3 within the fair value hierarchy (year ended 31 December
2010: Nil).
7 Bank loans
In order to finance the investment projects and facilitate
distributions in different currencies, the Fund may from time to
time enter into loan agreements with banks which are fully secured
by deposits in currencies other than the denomination of the loans
held directly by the Fund or related entities. In the event that
amounts under the loan agreements are due and not paid, the banks
are entitled to receive an amount of the deposits equal to the
unpaid amount.
As at 31 July 2009, a bank loan was drawn from Xiamen
International Bank Limited which amounted to US$12,000,000. The
loan was repaid on 4 January 2010. The interest rate charged on the
loan was LIBOR plus 1 per cent per annum with fixed deposits of
US$12,000,000 pledged to the bank.
As at 30 June 2011 a bank loan was drawn amounting to
USD38,121,000, with a fixed deposit of RMB273,000 fully pledged to
the bank. The interest charged on the loan is LIBOR plus 2.5 per
cent per annum. The purpose of the loan was to facilitate a US
dollar distribution to PACL II. The RMB securing the loan was
allocated from the PACL II cash balance, of which all unrealized
foreign exchange gains and losses arising on the bank loan and
associated fixed deposits as at the period end was allocated to
PACL II.
For the period ended 30 June 2011, total interest expense
incurred on bank loans by the Fund amounted to US$ Nil (year ended
31 December 2010: US$1,283).
8 Share capital, share premium, capital surplus and tendered
shares
Number
of shares Capital Tendered
outstanding Share capital Share premium surplus shares Total
US$ US$ US$ US$ US$
As at 1
January
2010 151,842,044 1,898,339 187,935,554 1,816,917 (34,969,715) 156,681,095
Repurchase
of shares (13,685,184) - - - (17,408,877) (17,408,877)
------------------ ------------------ ------------------ ------------------ ------------------ ------------------
As at 31
December
2010 and 1
January
2011 138,156,860 1,898,339 187,935,554 1,816,917 (52,378,592) 139,272,218
Transfer of
tendered
shares 1,719,857 - 1,342,005 - 1,743,247 3,085,252
------------------ ------------------ ------------------ ------------------ ------------------ ------------------
As at 30
June 2011 139,876,717 1,898,339 189,277,559 1,816,917 (50,635,345) 142,357,470
At 30 June 2011, the total authorized number of ordinary shares
was 10,000,000,000 (year ended 31 December 2010: 10,000,000,000)
with par value of US$0.01 (year ended 31 December 2010: US$0.01)
per share.
In March 2009, the Company repurchased 180,166,107 shares at
US$1.01 per share and cancelled these shares as part of the
restructuring of the Company. See Note 11(a) below for details.
As at 1 January 2009, the number of tendered shares was
29,960,000. In July 2009, the Company further repurchased 8,031,849
shares at US$1.09 per share through a wholly-owned subsidiary, PACL
Trading Limited, and held these shares as tendered shares. As at 31
December 2010, the number of tendered shares increased to
51,677,033 of which 6,970,762 shares at US$1.12 per share were
repurchased in January 2010, and 6,714,422 shares at US$1.43 per
share were repurchased in August 2010.On 30 June 2011, the Company
transferred 1,719,857 tendered shares at US$1.7939 per share to the
Investment Manager to settle its obligation in respect of the share
portion of the 2010 performance fee.
As at 30 June 2011, the Company had 189,833,893 (year ended 31
December 2010: 189,833,893) ordinary shares in issue, of which
49,957,176 (year ended 31 December 2010: 51,677,033) were held as
tendered shares.
9 Taxation
The Fund adopted the authoritative guidance contained in FASB
ASC 740 on accounting for and disclosure of uncertainty in tax
positions, which required the directors to determine whether a tax
position of the Fund is more likely than not to be sustained upon
examination, including resolution of any related appeals or
litigation processes, based on the technical merits of the
position. For tax positions meeting the more likely than not
threshold, the tax amount recognized in the financial statements is
reduced by the largest benefit that has a greater than 50 per cent
likelihood of being realized upon ultimate settlement with the
relevant taxing authority.
The uncertain tax positions identified by the directors mainly
include:
(a) Whether any of the Fund and its offshore SPVs would be
deemed as a China Tax Resident Enterprise ("TRE") under the China
Corporate Income Tax ("CIT") Law. If an offshore entity is deemed
as a China TRE, its income would be subject to China corporate
income tax at 25 per cent.
(b) Whether any of the Fund and its offshore SPVs that may
derive income would be deemed as having an establishment or place
of business in China. If an offshore entity has an establishment or
place of business in China, income derived by the offshore entity
that is derived from China by the establishment or place of
business or income that is effectively connected to the
establishment or place of business would be subject to China
corporate income tax at 25 per cent.
(c) Whether any of the Fund and its offshore SPVs is subject to
Hong Kong profits tax. An entity would be subject to Hong Kong
profits tax if (i) the entity carries on a trade, profession or
business in Hong Kong; (ii) profits are derived from that trade,
profession or business carried on in Hong Kong (excluding gains of
a capital nature); and (iii) the profits arise in or are derived
from Hong Kong, i.e. have a Hong Kong source.
The directors assessed that the Fund and its offshore SPVs are
not TREs in China and do not have an establishment or place of
business in China.
Gains from disposal of investments in China by the Fund or its
SPVs may be subject to China withholding tax at 10 per cent without
considering the potential relief that may be available under any
tax treaty between the tax jurisdiction of the transferor and
China. In addition, where Chinese equity investments are held via
an offshore intermediate holding company, exit of Chinese equity
investment via disposal of shares in the offshore intermediate
holding company could be regarded as an indirect transfer of the
Chinese equity investment. According to the General Anti Avoidance
Rules under the China CIT Law, if arrangement of adopting the above
investment holding structure and exiting via indirect transfer do
not have a reasonable commercial purpose, the Chinese tax authority
is empowered to disregard such arrangement and impose withholding
tax on the gains from the indirect transfer. The directors have
reviewed the structure of the investment portfolio and assessed the
potential withholding tax implications and have determined that
adequate provision to China tax has been made on the Fund's
financial statements.
As at 30 June 2011, provision for current tax and deferred tax
amounted to US$327,674 (from 1 January to 30 June 2010:
US$2,718,761) and US$55,955,527 (from 1 January to 30 June 2010:
US$22,567,473), respectively.
However, given the uncertainty of China tax, the Investment
Manager would like to highlight that there is a possibility that
some or all of the tax provided as at 30 June 2011 will not be
payable and may be released. The Investment Manager is regularly
monitoring the position.
The Investment Manger has reviewed the structure of the Fund's
investment portfolio and considered the Fund's exposure to Hong
Kong Profits tax has been properly reflected in the Fund's
consolidated financial statements.
Under current Cayman Islands legislation applicable to an
exempted company, there is no income tax, capital gains or
withholding tax, estate duty, or inheritance tax payable by the
Fund.
10 Management fees and performance fees
Pursuant to the Investment Management Agreement dated 20
November 2007, the Investment Manager was appointed to manage the
investments of the Fund. The Investment Manager will receive an
aggregate management fee of 2 per cent per annum of the quarterly
Net Asset Value ("NAV"). The management fee is paid quarterly in
advance based on the NAV at the first day of each fiscal quarter.
For the period ended 30 June 2011, total management fees amounted
to US$2,400,389 (from 1 January 2010 to 30 June 2010:
US$1,879,810).
The Investment Manager is also entitled to receive performance
fees from the Fund in the event that the year-end NAV is greater
than (a) the year-end NAV for the last year in which a performance
fee was payable ("High Water Mark"), and (b) the year-end NAV for
the last year in which a performance fee was payable increased by
an annual hurdle rate of 8 per cent ("Hurdle").
The performance fee will be calculated as follows:
-- 0 per cent of the relevant increase in the year-end NAV if
the year-end NAV is at or below the Hurdle;
-- 100 per cent of the relevant increase in the year-end NAV
above the Hurdle up to 10 per cent (the "Catch-up"); and
-- 20 per cent of the relevant increase in the year-end NAV
above the Catch-up.
For the period ended 30 June 2011, total performance fees from
PACL amounted to US$2,211,051 (from 1 January 2010 to 30 June 2010:
US$624,809).
Under the Investment Management Agreement, the performance fee
shall be paid 75 per cent in cash and 25 per cent in the Company's
ordinary shares ("share portion"). The Company may elect to meet
its share obligation either by issuing new shares at NAV or
purchasing the equivalent number of shares in the market.
During the period ended 30 June 2011, the Investment Manager
agreed to receive 1,719,857 tendered shares from the Fund to settle
its obligation in respect of the share portion of the 2010
performance fee of US$3,085,252 (year ended 31 December 2010: the
Fund received cash totalling US$2,396,374 to settle the share
portion of 2009 performance fees of US$3,606,249), and a gain of
US$1,342,005 was recognised by the Fund as share premium in the
consolidated statement of assets and liabilities (year ended 31
December 2010: a gain of US$1,209,875 recognised as other income in
the consolidated statement of operations). Had the Fund opted for
issuing new shares at NAV to settle the outstanding performance fee
payable as at 30 June 2011, the Company's total number of issued
shares would have increased by 1,719,857 (year ended 31 December
2010: 2,594,424).
The Investment Manager received 1,719,857 shares from the Fund
to settle the share portion of the 2010 performance fee.
11 Related-party transactions
The Fund had the following significant related-party
transactions.
(a) Restructuring with PACL II Limited
On 2 March 2009, the Company held an extraordinary general
meeting to approve a tender offer that allowed shareholders to
exchange all or part of their shares for shares in PACL II Limited
("PACL II"), a Cayman Islands private vehicle that will be used to
realize and distribute cash from exited investments based on the
investment and asset positions held by the Fund as at 31 December
2008 ("Tender Offer Portfolio"). PACL II is also managed by the
Investment Manager. It will, without any further action on the part
of its shareholders, automatically wind up and dissolve in 3 years
upon when its ordinary shares were first issued. The duration of
PACL II may be extended by 1 year upon written election by the
Investment Manager.
As part of this restructuring, the Company repurchased
180,166,107 shares at a tender price of US$1.01 per share in
exchange for holders of these shares receiving the same number of
shares in PACL II. Under the terms of the tender offer, PACL II is
entitled to receive 50.33 per cent of the proceeds from the Tender
Offer Portfolio, which reflects a 5 per cent discount of its
proportionate share of the Tender Offer Portfolio. As such, the
amount due to PACL II is recorded as a payable by the Fund,
adjusted at each period end based on the movement in the fair value
of the underlying assets and the income and expense attributable to
the Tender Offer Portfolio. The amount is unsecured and
non-interest bearing.
The following table summarizes the changes in payable to PACL
II.
As at As at
30 June 31 December
2011 2010
US$ US$
At beginning of the year/period 101,159,458 115,042,310
Distributions to PACL II (45,874,691) (23,286,109)
Net increase in payable from
gains attributable to PACL
II 1,284,361 9,403,257
-------------------- --------------------
At end of the year/period 56,569,128 101,159,458
For the period from 1 January to 30 June 2011, the Fund
distributed US$45,874,691 (year ended 31 December 2010:
US$23,286,109) of realization proceeds from the Tender Offer
Portfolio to shareholders of PACL II and a net increase in payable
to PACL II from gains attributable to PACL II of US$1,284,361 (year
ended 31 December 2010: US$9,403,257) was recognized as a gain as a
result of the increase in value of the Tender Offer Portfolio.
(b) Management fees and performance fees to the Investment
Manager
The Fund pays management fees and performance fees to the
Investment Manager. See Note 10 above for details.
(c) Directors' remuneration
The Company pays each of its directors annual fees of US$30,000.
If a director is a member of the Valuation Committee or Audit
Committee, the director also receives an additional fee of
US$10,000, or US$5,000 if they serve as Chairman of either
Committee. During the year, Chris Gradel and Horst Geicke agreed to
waive their directors' fees, and Chris Gradel has also agreed to
waive his committee fee for the period ended 30 June 2010 and
2011.
12 Financial highlights
Net asset value per share at the end of the year is as
follows:
From From
1 January to 1 January to
30 June 30 June
2011 2010
US$ US$
Per share data
(for a share outstanding throughout
the period)
Net asset value at beginning
of period 1.7480 1.3800
Net investment loss (0.1068) (0.0332)
Net realized and unrealized
gains from investments 0.1706 0.0688
------------ ------------
Net asset value at end of period 1.8118 1.4155
The following represents the ratios to average net assets and
other supplemental information:
From From
1 January to 1 January to
30 June 30 June
2011 2010
US$ US$
Total return before performance
fees (1) 4.55% 3.01%
Performance fees 0.90% 0.43%
Total return after performance
fees (1) 3.65% 2.58%
Ratios to average net assets
(2)
Total expenses (6.13%) (3.13%)
Net investment loss (6.08%) (2.38%)
(1) Total return represents the change in NAV (before and after
performance fees), adjusted for cash flows in relation to capital
transactions for the year/period.
(2) Average net assets is derived from the beginning and ending
NAV, adjusted for cash flows in relation to capital transactions
for the year/period. For the period ended 30 June 2011, the average
net assets amounted to US$245,493,863 (from 1 January 2010 to 30
June 2010: US$202,144,089).
13 Commitment and contingency
In the normal course of business, the Fund may enter into
arrangements that contain a variety of representations and
warranties that provide general indemnification under certain
circumstances. The Fund's maximum exposure under these arrangements
is unknown, as this would involve future claims that may be made
against the Fund and which have not yet occurred. However, based on
experience, the directors expect the risk of loss to be remote,
and, therefore, no provision has been recorded.
14 Subsequent events
Management has performed a subsequent events review from 1 July
2011 through to 27 September 2011, being the date that the
financial statements were issued, and has determined that there
were no subsequent events requiring adjustment or disclosure in the
financial statements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR EVLFLFKFEBBL
Pacific Alliance China L... (LSE:PACL)
Historical Stock Chart
From May 2024 to Jun 2024
Pacific Alliance China L... (LSE:PACL)
Historical Stock Chart
From Jun 2023 to Jun 2024