10. Revenue reserve:
1 October 2009
1 October 2010 to 1 October 2009
to 30 September to
31 March 2011 2010 31 March 2010
-------------- -------------- --------------
US$ US$ US$
Opening revenue reserve 78,054,481 74,080,421 74,080,421
Total comprehensive
income for the period (63,563,574) 3,974,060 43,477,438
-------------- -------------- --------------
Closing revenue reserve 14,490,907 78,054,481 117,557,859
-------------- -------------- --------------
11. Share Capital:
31 March 2011,
30 September 2010
&
31 March 2011
------------------
Authorised Share Capital: US$
Unlimited shares of no par value that may be -
issued as Ordinary Shares
------------------
1 October 2009
1 October 2010 to 1 October 2009
to 30 September to
31 March 2011 2010 31 March 2010
-------------- -------------- --------------
Allotted, Issued and
Fully Paid: No. No. No.
Brought forward 66,189,574 66,189,574 66,189,574
Repurchased Ordinary
Shares cancelled (900,000) - -
Carried forward 65,289,574 66,189,574 66,189,574
-------------- -------------- --------------
1 October 2009
1 October 2010 to 1 October 2009
to 30 September to
31 March 2011 2010 31 March 2010
-------------- -------------- --------------
Share Capital: US$ US$ US$
Share capital brought
forward 61,259,952 64,569,430 64,569,430
Capital distribution (1,440,000) (3,309,478) -
Share capital on
repurchase of Ordinary
Shares held in treasury
of during the
period/year 1,440,000 - -
Share capital on
cancellation Ordinary
Shares held in treasury
of during the
period/year (1,440,000) - -
-------------- -------------- --------------
Share capital carried
forward 59,819,952 61,259,952 64,569,430
-------------- -------------- --------------
On 14 December 2010, in accordance with the Company's buy-back
programme in relation to it's distribution policy in respect of the
year ended 30 September 2010, the Company acquired 900,000 Ordinary
Shares from Shareholders for an aggregate price of US$1.44 million.
On 17 December 2010, those Ordinary Shares that were being held in
treasury were cancelled. Following the cancellation, as at 31 March
2011, the number of issued Ordinary Shares was 65,289,574.
On 28 May 2010, in accordance with the Company's distribution
policy, the Company paid to Shareholders (on the register as at
close of business on 7 May 2010) a return of capital of 5 cents per
Ordinary Share, amounting to US$3.31 million in aggregrate. As at
30 September 2010 the remaining amount to be distributed to
Shareholders in relation to the year ended 30 September 2010 was
US$1.44 million.
The Company's authorised capital structure comprises an
unlimited number of shares of no par value.
Ordinary Shareholders have the following rights:
(i) Dividends
During the period Shareholders (other than the Company itself
where it holds its own Ordinary Shares as treasury Ordinary Shares)
are entitled to receive, and participate in, any dividends or other
distributions out of the profit of the Company available for
dividend and resolved to be distributed in respect of any
accounting period or other income or right to participate
therein.
(ii) Winding up
On a winding up, Shareholders (other than the Company itself
where it holds its own Ordinary Shares as treasury Ordinary Shares)
shall be entitled to the surplus assets remaining after payment of
all the creditors of the Company.
(iii) Voting
Shareholders (other than the Company itself where it holds its
own Ordinary Shares as treasury Ordinary Shares) shall have the
right to receive notice of and to attend and vote at general
meetings of the Company and each Shareholder being present in
person or by proxy or by a duly authorised representative (if a
corporation) at a meeting shall upon a show of hands have one vote
and upon a poll each such holder present in person or by proxy or
by a duly authorised representative (if a corporation) shall have
one vote in respect of every Ordinary Share held by him.
B Redeemable Preference Shares
Proceeds from the issue of B Redeemable Preference Shares in the
GPCo are classified as debt in these financial statements in
accordance with IFRS and have the following special rights:
a) At any time the B Redeemable Preference Shareholders of the
GPCo shall be entitled on liquidation of the GPCo to a sum equal to
any undistributed vested performance allocation, due from the
Limited Partnership, plus any amounts due to the Company under the
Limited Partnership Agreement allocated between such Shareholders
pro rata to the number of B Redeemable Preference Shares they hold
at the date of distribution in priority to any other distributions
on the A Ordinary Shares of the GPCo.
b) Subject to the provisions of the Law, on each annual NAV
publication date, of the Limited Partnership, an amount equal to
any undistributed vested performance allocation, in the Limited
Partnership, shall become distributable to the B Redeemable
Preference Shareholders of the GPCo.
c) Should the Company be unable to pay a dividend equal to any
undistributed vested performance allocation, due from the Limited
Partnership, in accordance with (b) above, the Company shall pay a
maximum dividend it is permitted to pay to the B Redeemable
Preference Shareholders of the GPCo and the remainder of the
undistributed vested performance allocation shall be dealt with in
accordance with (d) below.
d) In relation to any remaining undistributed vested performance
allocation, any B Redeemable Preference Shareholders of the GPCo
may deliver an election in writing to the GPCo (the "Election")
requesting that the GPCo redeems one of the B Redeemable Preference
Shares held by the B Redeemable Preference Shareholder for a cash
payment representing the Shareholder's share of the greater of (i)
the undistributed vested performance allocation at that time and
(ii) the maximum amount payable by the GPCo under the Law, such
share to be calculated on the basis of the proportion calculated by
dividing the number of B Redeemable Preference Shares held by such
a Shareholder prior to any redemptions by that Shareholder pursuant
under this section by the number of B Redeemable Preference Shares
in issue prior to any redemptions pursuant under this clause by any
Shareholder. Subject to the provisions of the Law, the GPCo shall
then redeem such B Redeemable Preference Shares accordingly within
two business days of receipt of the election and shall within one
month thereafter give notice in writing of such redemption to the
Guernsey Registry.
e) The B Redeemable Preference Shares shall have no voting
rights, save where any undistributed vested performance allocation
remains outstanding for more than 5 business days when each B
Redeemable Preference Share in the GPCo shall carry 10 votes at any
general meeting of the GPCo.
f) The B Redeemable Preference Shareholders have the sole
economic rights to the performance allocation to which the Company
is entitled under the terms of the limited partnership agreement
and the return on the US$100,000 capital invested by the B
Redeemable Preference Shareholders for the B Redeemable Preference
Shares.
C Ordinary Share
A C Ordinary Share in GPCo was issued to VCA to enable it to
comply with certain capital adequacy requirements. The Share
carries no rights to vote at general meetings, no rights to
dividends or other distributions (including on a return of capital)
and only the right to receive GBP10,000 on a liquidation or winding
up of GPCo. The value of the C Ordinary Share is classified as
minority interest in these financial statements.
12. NAV per Ordinary Share:
The NAV per Ordinary Share is based on the net assets
attributable to Ordinary Shareholders of US$74,310,859, after
adjusting for minority interest, (30 September 2010: US$139,314,433
& 31 March 2010: US$182,127,289) and on the Ordinary Shares at
the period end in issue of 65,289,574 (30 September 2010 & 31
March 2010: 66,189,574).
13. Dividend:
The Directors do not recommend the payment of a dividend for the
period ended 31 March 2011 (31 March 2010: US$Nil).
14. Distribution:
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