Annual Report - QuamIR
Annual Report - QuamIR
Annual Report - QuamIR
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Notes to the Consolidated Financial Statements (Continued)<br />
<br />
35 Reserves (Continued)<br />
Notes:<br />
35 <br />
<br />
(a)<br />
The application of the share premium account is governed by the<br />
Companies Act 1981 of Bermuda (as amended).<br />
(a)<br />
<br />
<br />
(b)<br />
The application of the capital redemption reserve account is governed by<br />
section 49H of the Hong Kong Companies Ordinance.<br />
(b)<br />
<br />
49H<br />
(c)<br />
On 30 September 2005, by virtue of special resolutions of the Company<br />
with the sanction of an order of the High Court of the Hong Kong SAR,<br />
the nominal value of all the issued and paid up capital was reduced from<br />
HK$1.00 to HK$0.01 each, thereby reducing the issued and paid up<br />
capital of the Company by HK$2,305.1 million and such amount was<br />
transferred to the Capital Reduction Reserve Account.<br />
(c)<br />
<br />
<br />
<br />
1.000.01<br />
2,305,100,000<br />
<br />
(d)<br />
By a special resolution passed on 13 October 2011, the share premium<br />
account was reduced by HK$1,134.0 million. The credit thus arising<br />
was transferred to the contributed surplus account of the Company.<br />
The Company applied its contributed surplus as enlarged to set-off and<br />
eliminate its entire accumulated losses.<br />
(d)<br />
<br />
1,134,000,000<br />
<br />
<br />
<br />
By a special resolution passed on 1 June 2010, the share premium<br />
<br />
account was reduced by HK$350.0 million and the reduced amount was<br />
350,000,000<br />
credited to the contributed surplus account.<br />
<br />
(e)<br />
On 12 May 2010, the Group’s wholly-owned subsidiary entered into<br />
sales and purchase agreement (“S&P”) with the Group’s non-whollyowned<br />
subsidiary to dispose of the alternative energy business (“Target<br />
Business”). Based on the S&P, the purchase consideration is settled by<br />
way of issuing and allotting 1,385,170,068 convertible preference shares<br />
by such non-wholly-owned subsidiary. The fair value of which, on the<br />
S&P date, was HK$1,018.1 million. On 31 August 2010, the acquisition<br />
was completed and the fair value of the respective convertible preference<br />
shares changed to HK$853.8 million. As the Target Business remains<br />
as the Group’s subsidiary upon the disposal, such disposal transaction<br />
is considered as a transaction with non-controlling shareholders. As a<br />
result, the Group has recognised a decrease in non-controlling interests<br />
of HK$8.1 million and an increase in other reserve in equity of the same<br />
amount.<br />
(e)<br />
<br />
<br />
<br />
<br />
1,385,170,068<br />
<br />
1,018,100,000<br />
<br />
<br />
853,800,000<br />
<br />
<br />
8,100,000<br />
<br />
(f)<br />
On 19 October 2010 and 31 December 2010, the Group has entered<br />
a Memorandum of Understanding (“MoU”) and a Supplementary MoU<br />
with a non-controlling shareholder of a subsidiary respectively. The<br />
supplementary MoU has set out the principles on the distribution of<br />
proceeds arising from the disposal as in note 44. The Group recognised<br />
an increase in non-controlling interests of HK$80.9 million and a decrease<br />
in capital reserve of the same amount.<br />
(f)<br />
<br />
<br />
<br />
<br />
44<br />
<br />
80,900,000<br />
•<br />
169