NORTHWEST INVESTMENT GROUP LTD
Directors, secretary and advisers 2
Chairman's statement 3
Directors' report 4 - 6
Independent auditors' report 7
Statement of profit and loss and other comprehensive income 8
Statement of financial position 9
Statement of changes in equity 10
Statement of cash flows 11
Notes to the financial statements 12 - 17
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NORTHWEST INVESTMENT GROUP LIMITED DIRECTORS, SECRETARY AND ADVISERSDirectors | Kaifeng Li | Chairman |
Zheng Kang | Executive Director | |
Enxia Liu | Executive Director | |
Ka Ming Wong | Non-executive Director | |
Yi Feng | Non-executive Director |
Blackburne Highway, (P.O. Box 116) Road Town
Tortola
British Virgin Islands
No. 10 Ronghua Zhonglu
Yizhuang Economy & Technology Development Zone
Beijing 100176
P. R. China
4 Thomas Square
London
E1W 1YW
1 Hobhouse Court Suffolk Street London
SW1Y 4HH
Longue Hougue House
St Sampson Guernsey GY2 4JN
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
1 Queen's Road Central
Hong Kong
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NORTHWEST INVESTMENT GROUP LIMITED CHAIRMAN'S STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2014On 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 making a sizeable acquisition and have engaged with numerous people and organizations in order to acquire or invest in hydropower projects. However, we have not as yet concluded a transaction and will update shareholders as appropriate. Since the Company had 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 and on an annual basis thereafter until such time as its investing policy has been substantially implemented.
In 2014, the energy market in China was boosted by the execution of 'One Belt One Road'('OBOR') put forward by China President Xi. That would be a great stimulus to the hydropower industry in Western China. In 2014, we dedicated ourselves to find the high-quality hydropower assets and the Company continues to investigate potential investments.
As the business develops, we will recruit more talented personnel so that we can realize our strategic objectives. I would like to extend my sincere thanks to my staff and board for their zeal, vision and dedication.
The Notice of Annual General Meeting is included in the circular accompany the accounts. The Company's Investing
Policy with a number of minor amendments is included in full in that Circular.
……………………………… Kaifeng Li
25 June 2015
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NORTHWEST INVESTMENT GROUP LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
The directors present their report and the audited financial statements for the year ended 31 December 2014.
The company was incorporated in British Virgin Islands on 26 August 2008 under the BVI Business Companies Act 2004 with company number 1500784.
The company has been established for the purpose of identifying and acquiring, or investing in, energy projects with a focus on Western China and did not have any trading activity during the year under review.
It is considered that the development of the company and its position at 31 December 2014 are fairly set out in the accompanying accounts.
The results for the period are set out on page 8. The directors do not recommend a dividend payment for the period.
Directors and their interestsThe directors who have held office during the period are:
Number of shares %Kaifeng Li 9,100,000 6.79% Zheng Kang - - Enxia Liu 3,900,000 2.91% Ka Ming Wong - - Yi Feng - -
Directors' remunerationsDirectors' remunerations during the year are as follow:
Executive £'000
Kaifeng Li 20
Zheng Kang 16
Enxia Liu 12
Non executive
Ka Ming Wong 4
Yi Feng 4
Directors' remuneration include salary and fee received for services rendered with no pension contributions, options or other benefits paid.
In view of the company's size, stage of development and resources, it does not currently comply with all the provisions of the QCA Guidelines for AIM Companies and the UK Corporate Governance Code. However, the Board recognises the importance of sound corporate governance and so applies the principles of the Code as it considers appropriate for the company's stage of development.
The Board and its committees
The Board is responsible for formulating, reviewing and approving the company's strategy, budgets and corporate actions. Following admission to AIM, the company held board meetings at least four times in each financial year and at other times as and when required. The roles of the chairman and chief executive officer are, and following admission to AIM have continue to be, performed by separate individuals.
The company has established an Audit committee and Remuneration committee, with formally delegated duties and responsibilities.
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NORTHWEST INVESTMENT GROUP LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
The Audit Committee receives and reviews reports from management and the company's auditors relating to the annual financial statements and the accounting and internal control systems in use throughout the company. The Audit Committee has unrestricted access to the company's auditors.
The Remuneration Committee reviews the scale and structure of the executive directors' remuneration and the terms of their service contracts. The remuneration and terms and conditions of appointment of the non-executive directors are set by the Board.
The company has adopted and will operate a share dealing code for directors and employees in accordance with the AIM Rules for Companies. The directors will comply with Rule 21 of the AIM Rules for Companies relating to directors' dealing and will take all reasonable steps to ensure compliance by the company's applicable employees.
Significant shareholdings
As of 31 March 2015 the company has been notified of the following interests in its ordinary shares which represent 3%
or more of the issued share capital of the company other than directors which is disclosed on page 4.
Xinyan Li 96,000,000 71.64% Capita IRG Trustees (nominees) 24,997,370 18.65%
Annual general meetingThe Annual General Meeting of the company will be held on 20 July 2015 at 20/F Tower B, Yicheng International
Centre, No. 10 Ronghua Zhonglu, Yizhuang Economy & Technology Development Zone, Beijing, P. R. China.
Going concernThe financial statements have been prepared on a going concern basis, since the directors are satisfied that the company has adequate resources to continue in operational existence for the foreseeable future.
Financial instrumentsDetails of the company's financial instruments are set out in note 13.
Statement of directors' responsibilitiesInternational Financial Reporting Standards (IFRSs) require the directors to prepare financial statements that present fairly the financial position, financial performance and cash flows of an entity. Fair presentation requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board's 'Framework for the Preparation and Presentation of Financial statements'. In preparing those financial statements, the directors are required to:
• present information, including the company's accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
• select suitable accounting policies and then apply them consistently;
• make judgments and estimates that are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
• make an assessment of the group's ability to continue as a going concern and to prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors confirm that they have complied with the above requirements in preparing these financial statements.
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NORTHWEST INVESTMENT GROUP LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2014 Statement of disclosure to auditorsThe directors have confirmed that:
- so far as the directors are aware, there is no relevant audit information of which the company's auditors are unaware; and
- they have taken all the necessary steps they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Auditors
A resolution proposing that UHY Hacker Young be re-appointed for the forthcoming year will be put to the Annual
General Meeting.
By order of the Board
Zheng Kang
25 June 2015
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORTHWEST INVESTMENT GROUP LIMITED
We have audited the financial statements of Northwest Investment Group Limited for the year ended 31 December 2014 which comprise the statement of profit and loss and other comprehensive Income, the statement of financial position, the statement of changes in equity, the statement of cash flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
This report is made solely to the company's members, as a body. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
As explained more fully in the Directors' Responsibilities Statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors. We are not required to consider whether the board's statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the company's corporate governance procedures or its risk and control procedures.
Scope of the audit of the financial statementsA description of the scope of an audit of financial statements is provided on the APB's website at www.frc.org.uk/apb/scope/private.cfm.
Opinion on financial statementsIn our opinion the financial statements:
• give a true and fair view of the state of the company's affairs as at 31 December 2014 and the company's loss for the year then ended; and
• have been properly prepared in accordance with IFRSas adopted by the European Union.
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Quadrant House
4 Thomas More Square
London E1W 1YW
Chartered Accountants
25 June 2015
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NORTHWEST INVESTMENT GROUP LIMITED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2014 Note Year ended 31 December 2014
Year ended
31
December
2013
Basic and diluted earnings per share (0.23) (0.23)
The notes on pages 12 to 17 form part of these financial statements. All amounts are derived from continuing operations.
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NORTHWEST INVESTMENT GROUP LIMITED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2014 Note As at As at 31 December 2014
31
December
2013
Trade and other receivables 7 1 - Cash and cash equivalents 8 1,565 1,887
Trade and other payables 9 176 190
Share capital 10 670 670
Share premium 10 2,422 2,422
Retained earnings (1,702) (1,395)
The notes on pages 12 to 17 form part of these financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on 25 June 2015.
Zheng Kang
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NORTHWEST INVESTMENT GROUP LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2014 Share capital Share premium Retained earnings TotalBalance at 31 December 2012 | 670 | 2,422 | (1,093) | 1,999 |
Comprehensive income Profit or (loss) | - | - | (302) | (302) |
Total comprehensive income | - | - | (302) | (302) |
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 |
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