Annual Report - QuamIR

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