Annual Report 3 Chairman’S Statement
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CONTENTS Page Corporate Information 2 Key Financial and Operation Highlights 3 Chairman’s Statement 4 Management Discussion and Analysis 8 Supplementary Information on Crude Oil and Gas Exploration and Production Activities 17 Corporate Governance Report 19 Report of the Directors 24 Biography of Directors and Senior Management 29 Independent Auditor’s Report 31 Consolidated Income Statement 33 Consolidated Statement of Comprehensive Income 35 Consolidated Statement of Financial Position 36 Consolidated Statement of Changes in Equity 38 Consolidated Statement of Cash Flows 39 Notes to the Financial Statements 41 Financial Summary 100 CORPORATE INFORMATION DIRECTORS LEGAL ADVISER IN HONG KONG Executive Directors Richards Butler in association with Reed Smith LLP Zhang Hong Wei (Chairman) Angela Ho & Associates in association with Zhu Jun Lang Michener LLP Zhang Meiying Andrew Leo Kirby (appointed on 1 June 2011) AUDITORS RSM Nelson Wheeler Non-Executive Directors 29th Floor, Caroline Centre Ho King Fung, Eric (appointed on 15 April 2011) Lee Gardens Two 28 Yun Ping Road Independent Non-Executive Directors Hong Kong San Fung Chau Siu Wai BERMUDA PRINCIPAL SHARE Zhu Chengwu REGISTRAR AND TRANSFER OFFICE Codan Services Limited COMPANY SECRETARY Clarendon House Hung Lap Kay 2 Church Street Hamilton HM11 PRINCIPAL PLACE OF BUSINESS Bermuda Unit 2505, 25th Floor Two Pacific Place HONG KONG BRANCH SHARE 88 Queensway, Admiralty REGISTRAR AND TRANSFER OFFICE Hong Kong Tricor Secretaries Limited 26/F., Tesbury Centre REGISTERED OFFICE 28 Queen’s Road East Clarendon House, Wanchai 2 Church Street, Hong Kong Hamilton HM 11, Bermuda WEBSITE http://www.uegl.com.hk PRINCIPAL BANKERS China Development Bank, Hong Kong Branch Industrial and Commercial Bank of China (Asia) Ltd. Hong Kong and Shanghai Banking Corporation Ltd. 2 UNITED ENERGY GROUP LIMITED KEY FINANCIAL AND OPERATION HIGHLIGHTS For the year ended For the year ended 2011 TURNOVER 31 December 2011 31 December 2010 Change 6.5% HK$’000 HK$’000 25.1% 68.4% RESULTS Turnover Upstream oil and gas production in Pakistan 599,362 – N/A EOR project in Liaohe, China 220,223 – N/A Oilfields supporting services 57,240 22,373 155.8% 876,825 22,373 3,819.1% Upstream oil and gas production in Pakistan EBITDA (note 1) 390,981 (235,781) N/A EOR project in Liaohe, China Oilfields supporting services Profit for the year 514,642 102,068 404.2% Less: Loss attributable to Non-controlling interests (17,243) (10,188) 69.2% TOTAL PROFITS HK$’000 Profit attributable to owners of the Company 531,885 112,256 373.8% Basic earnings per share from continuing and discontinued 514,642 operations 4.16 HK cents 0.88 HK cents 372.7% Diluted earnings per share from continuing and discontinued 239,976 operations 4.08 HK cents N/A N/A 102,068 -104,479 -558,925 At 31 December At 31 December 2011 2010 Change HK$’000 HK$’000 KEY ITEMS IN CONSOLIDATED 08 09 09 10 11 STATEMENT OF FINANCIAL POSITION 31 March 31 December Equity attributable to owner of the Company 5,686,347 5,125,420 10.9% Total assets 13,372,330 6,861,514 94.9% TOTAL ASSETS Net assets 6,083,487 5,523,076 10.1% HK$’000 Net assets per share HK$0.48 HK$0.43 11.6% For the year ended For the year ended 31 December 2011 31 December 2010 Change HK$’000 HK$’000 13,372,330 OPERATION Average daily net production (BOE/day) Upstream oil and gas production 6,861,514 in Pakistan 20,945 – N/A 6,334,982 EOR project in Liaohe, China 761 350 117.4% Lifting costs (HK$ per BOE) 3,203,681 Upstream oil and gas production 2,737,006 in Pakistan 52.55 – N/A EOR project in Liaohe, China 308.26 1,090.15 (71.7%) 08 09 09 10 11 Note 1: EBITDA represents the profit before finance cost, income tax, depreciation and amortisation, gain 31 March 31 December on bargain purchase, impairment loss on intangible assets and reversal of impairment losses on intangible assets. 2011 ANNUAL REPORT 3 CHAIRMAN’S STATEMENT CHAIRMAN’S STATEMENT In the year 2011, global economy remained shaky. In spite of political instability in Middle East and North Africa, natural disasters and man-made calamities in different countries, it was a year of breakthrough to United Energy Group. Since the implementation of “reliable operation + rapid expansion” strategy, United Energy Group Limited (the “Company”) and its subsidiaries (the “Group”) aimed at being a world-class oil and gas enterprise with growth potential, uniqueness and competitive advantage over its counterparts. The Group adopted a prudent manner in asset management and operation, in order to deliver returns to shareholders as well as investors. In the 2011 annual results, it shed lights on the strategy’s success. The Group recorded an increase of 38 times in turnover to HK$876 million as compared to previous year, which is mainly contributed by the Pakistan assets which was acquired in last September. Gross profit amounted HK$135 million, whilst profit attributable to shareholders rose from HK$112 million to HK$531 million, amounted to an increment of 3.7 times. Proven by the results, the Group’s strategy was a vigorous and visionary one. It also gave lots of encouragement to the members of the Group. With the completion the acquisition of BP’s assets on September 16, 2011, the Group was ranked as the fourth upstream oil and gas company, after the three State Owned Enterprises, in terms of daily production. Currently, the Group produces over 26,000 barrel oil equivalent per day, representing an increase of 70 times from financial year 2010. It also marks a milestone of the Group for being developed into a major energy enterprise. Upon the invitation by Pakistan’s Prime Minister Mr. Yusuf Raza Gilani, we led a business delegation to the country from 16–19 June 2011, and received a warm welcome from the Pakistan Government. During the visit, the delegation met with Pakistan’s President, Prime Minister, the Minister of oil, the Minister of finance, Director of the State administration of taxation and some higher officials, and conducted some in-depth discussions on topics such as friendship and business activities between two countries, as well as latest development of our upstream assets as well as investment opportunities. We had a fruitful dialogue with the senior officials of Pakistan. 6 UNITED ENERGY GROUP LIMITED Chairman’s Statement (Continued) Regarding the Group’s Enhanced Oil Recovery (“EOR”) project in Liaohe, we were surprised by the production and efficiencies of fireflood technology applied on the oil field. The allocated oil to the Group has been increase from 350 barrels per day in 2010 to 761 barrels per day in average. As at 23 March 2012, net share to our Group amounted 1,100 barrels on single day basis. The Group planned to accelerate the process to convert the existing wells into fireflood well set this year, in order to propel the daily production as well as recovery rate of the asset. With an aspiration to bring fireflood technology to the forefront of the world, the Group’s subsidiary, Universe Oil and Gas (China) LLC, deployed series of on-site experiments in the past two years to ensure the technology is efficient, effective and safe, and now registered several patents on related aspect. During the financial year 2011, we gained some achievements on the three oil service support contracts managed for PetroChina, namely Du 66, Leng 37 and Bai 92. For example, the construction works of 24 fireflood well sets in Du 66 had been started, and 2 sets of fireflood well were completed during the Period. 10 out of 24 well sets are expected to be completed this year, and the rest is targeted to commence operation in 2013. For Leng 37 Block, it was started ignition in December, marking a breakthrough of applying fireflood technology on oilfield with light oil, whereas Bai 92 had been put into production. During the Period, turnover derived from oilfield supporting services amounted to HK$57.24 million, representing an increase of 156% from the previous year. The Group believed that the gloomy economic condition in Europe will create rooms for mergers and acquisitions activities. As such, the quality and choices of assets, or bargaining power would remain with the buyers, as compared to the pleasant economy in the past. Gliding into the year 2012, the Group will continue its “reliable operation + rapid expansion” strategy to drive our Pakistan asset to attain a higher production rate, lower operating cost as well as enhance the profitability at the same time. We also planned to accelerate the exploration progress so as to achieve a higher reserves level for the Group. Moreover, the Group will allocate more resources on R&D of fireflood technology applied on Liaohe Oilfield to enhance the efficiency of oil recovery rate. As a result, the Group will enjoy a higher profit margin. Meanwhile, through the cooperation agreement with the China Development Bank, we have access to funding of US$5 billion for acquiring good quality assets overseas, strengthening the Group’s portfolio as well as position in the energy industry, leading the Group towards its goal to become a world-class oil and gas enterprise with growth potential, uniqueness and competitive advantage. On behalf of the Board, I would like to express my sincere gratitude to our shareholders and business partners for their steadfast support in the past year. We also owed it to our dedicated and professional management team and staff in Hong Kong, China, Singapore and Pakistan for the achievements we made during the year and we hope to be able to continue to count on their devotion to take our business to new heights in the years ahead.