Sino Australia Oil and Gas Limited: Annual Report
Sino Australia Oil and Gas Limited: Annual Report
Sino Australia Oil and Gas Limited: Annual Report
1
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Contents
Page
Directors’ Report 4
Auditor’s Independence Declaration 23
Corporate Governance Statement 24
Consolidated Statement of Profit or Loss and Other Comprehensive Income 36
Consolidated Statement of Financial Position 37
Consolidated Statement of Changes in Equity 38
Consolidated Statement of Cash Flows 39
Notes to the Financial Statements
3 Revenues 47
4 Expenses 47
5 Income Tax 47
7 Receivables 48
9 Dividends 48
13 Share Capital 51
14 Reserves 52
15 Controlled Entities 52
18 Operating Segments 54
21 Auditor’s Remuneration 58
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Page
29 Company Details 73
Director’s Declaration 74
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Directors’ Report
The Directors of Sino Australia Oil and Gas Limited (‘Sino’) present their Report together with the financial
statements of the consolidated entity, being Sino (‘the Company’) and its controlled entities (‘the Group’) for
the year ended 31 December 2013.
Director details
The following persons were directors of Sino during or since the end of the financial year.
Mr Shao graduated from Harbin Building Institute Mr Wrixon Gasteen is a Director and co-founder of
with a Major in Civil Engineering. He worked in a Ikon Corporate Pty Ltd (Singapore). The
factory environment and as a salesperson for 6 company was established in Singapore in 2007 to
years before entering the oil and gas industry in a provide corporate advisory, capital raising and
management role. He then worked as General management consulting and Director / CEO
Manager for DaqingZhongguan Science and consulting services.
Technology Co., Ltd and 6 years as General
Manager for DaqingYinkun Decoration Engineering Mr Gasteen holds a Bachelor in Engineering
Company. (Mining) with Honours from the University of
Queensland, Australia. He was awarded an MBA
Mr Shao founded Sino Australia Oil and Gas Limited with Distinction from IMD/University of Geneva,
in 2009 and now holds the Executive Chairman and Switzerland, topping his class in Mathematics.
Managing Director positions within the Company. He has studied International Marketing at
Stanford University’s Business School in Palo Alto
in California. He has held both Non-Executive
Other current directorships: Directorships and Executive Directorships in
None Australia and in Asia for the last 20 years, guiding,
mentoring and leading as required.
Previous directorships (last 3 years):
None Other current directorships:
Central Petroleum Limited (ASX: CTP)
Interests in shares:
135,644,255 shares Previous directorships (last 3 years):
None
Interest in options:
6,000,000 options
Interests in shares:
None
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Interest in options:
Other current directorships:
None
None
Interests in shares:
None
Interest in options:
None
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Mr Ruiyu He
Independent Non-Executive Director
Member of Audit and Risk Management Committee
and Member of Nomination and Remuneration
Committee
Appointed since February 2014
Interests in shares:
None
Interest in options:
None
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Mr Andrew Faulkner holds a Bachelor of Business (Accounting) from the University of South Australia is a
Member of the Institute of Chartered Accountants and a Registered Company Auditor.
Mr Faulkner is the Senior Audit Partner for Pitcher Partners in Adelaide. Mr Faulkner has been removed as
independent non-executive director of the Company in March 2014. He holds 5,000,000 unlisted options at
the time of removal.
Mr Wayne Johnson
Mr Johnson has business and financial transaction experience gained in Australia, New Zealand, Asia and
North America. He has been responsible for a number of large business trade sales in the telecommunication
industry and resource sectors to multinational buyers, was a founding director of The Cube Financial Group a
licensed diversified ASX stock trading and corporate advisory business which merged and is known as ASX
listed MDS Financial Group Limited.
Mr Johnson has been removed as independent non-executive director of the Company in March 2014. He
holds 179,250 shares and 5,000,000 unlisted options at the time of removal.
Ms Heyan Wang
Ms Wang is a CPA qualified accountant, worked with local reputable Chartered Accountants firm for 6 years.
She equipped herself with all accounting and taxation functions during these years. Heyan holds a Master
degree of Professional Accounting from Wollongong University, Wollongong, Australia.
Ms Heyan Wang was appointed as independent non-executive director post balance date and resigned in
March 2014.
Company secretary
Ms Eryn Kestel replaced Mr Andrew Faulkner as company secretary on 28 February 2014.
Ms Kestel holds a Bachelor of Business Degree majoring in Accounting and is a Certified Practising Accountant
(CPA).
She serves as Corporate Compliance Adviser for NKH Knight Holdings Pty Ltd and is a company secretary for
a number of publically listed junior mining companies.
Her core areas of competencies are company secretary matters and company administration. She has
extensive knowledge of listed and non-listed companies' secretarial requirements, document drafting
experience and corporate governance issues.
Principal activities
During the year, the principal activity of entities within the Group is the provision of Enhanced Oil Recovery
(EOR) services for oil and gas wells.
There have been no significant changes in the nature of operations during the year.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Through this report, the Board seeks to provide an update to its Shareholders and the market on the results
achieved for the 2013 financial year (ended 31 December 2013). It should be noted that the Group’s
financial year runs from January to December each year.
The Group realised an after tax profit of $8.4 million (before exchanges differences) for the 2013 financial
year which represents an increase of 5% on the previous year. As a result of the strengthening of the Chinese
Renminbi, the Company showed a foreign exchange gain on translation of foreign operation of $4.3 million.
On the other hand, financial strain in the domestic oil field services industry has been very common since the
middle of year 2013 when the state governments reinforce their efforts to fight corruption in large state
owned enterprises (SOE) such as PetroChina, resulting in a longer time frame for the collection of payments
from state owned oil companies.
The Group completed its IPO in December 2013, lagging behind the projected completion for half a year.
Hence, the planned capital expenditure for the purchase of additional drilling rigs was delayed resulting in
delivery only in 2014. In order to fulfil its contracted sales order, further equipment lease expense of
$2,620,890 was necessary in the second half 2013.
At the same time, the Group continues to expand and capturing additional market share, and as a result
exceeding its forecasted revenues in the Prospectus by 17%. The increase in revenues are mainly derived
from new markets developed in Xinjiang and Changqin Oilfields however due to its nature of competition, are
less profitable and hence the average revenue per contracted well drilled is comparatively lower than forecast
by 11%. This coupled with increased leasing costs resulted in lower gross margins, hence a negative $5
million variance in comparison with the forecast.
Following our successful IPO, the proceeds from capital raising will significantly improve Sino’s financial
strength and ultimately improve our competitiveness. The Board and management have confidence that our
customer satisfaction levels shall remain high for both drilling and well maintenance services. While our
strong competitive position in Daqing and Jin oilfields shall be strengthened, expansion in North-west China
region shall be accelerated.
The Board of Directors and management believe that opportunities and challenges coexist in China’s oil field
services industry in 2014. After the third Plenary Session of the 18th Central Committee of Communist Party
of China, state owned resource monopoly enterprises such as PetroChina and Sinopec are required to open
their services sectors to unaffiliated enterprises for competition. Independent service providers with unique
technology and know-how may seize the opportunity to substantially increase their market shares to new
level.
Sino’s unique technologies and continuing market expansion has provided consistent profits and reduced
earnings volatility. With a strong balance sheet and experienced management team, the Board is looking
forward to another successful year.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Sino completed its IPO in December 2013, lagging half year behind than projected. With its aggressive market
expansion strategy in the northwest region such as Xinjiang and Changqin oilfields, more trial wells had been
drilled , and more equipment and tools had to be leased, resulting in a significant increase in cost and
ultimately a decline in margin.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
IPO
Actual Actual Actual Actual
Forecast
FY2010 FY2011 FY2012 FY2013 FY2013
Number of contracted:
Sales revenue:
Negative effect of delay of the planned two additional drilling rigs purchases until after FY2013
With all other variables remaining constant and the lease expense of the two additional rigs are the same as
that hired from Beijing Ou Sheng Wen and Hua Fu in 2013, the additional lease expense resulting from the
delay of the purchase and delivery of the planned additional drilling rigs is $2,620,890.
Lease expense
Wells drilled during Lease expense
Drilling Rigs per well
2nd Half of 2013 ($)
($)
Drilling Rig 1 43,035 30 1,291,050
Total 60 2,620,890
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
FY2013 FY2012
Drilling Change
($) ($)
Segment revenue
Sales revenue 32,458,719 22,711,274 43%
Interest revenue - -
Total segment revenue 32,458,719 22,711,274 43%
Segment EBIT 10,836,227 8,095,484 33%
Segment EBIT/Sales Ratio 33% 36%
Interest expenses - -
Income tax expenses - -
Net profit after tax 10,836,227 8,095,484 33%
Sino’s drilling segment achieved a robust growth of 43% in revenue in 2013 from 2012, with only a slight drop
in margin, thus achieving a significant increase in EBITDA of 34%.
FY2013 FY2012
Well Maintenance Change
($) ($)
Revenue
Sales revenue 1,241,706 622,710 99%
Interest revenue - -
Total segment revenue 1,241,706 622,710 99%
Segment EBIT 1,013,333 553,073 83%
Segment EBIT/Sales Ratio 82% 89%
Interest expenses - -
Income tax expenses - -
Net profit after tax 1,013,333 553,073 83%
Sino’s well maintenance segment is relatively very small compared with its drilling segment; nonetheless the
segment revenue grew significantly in 2013 while maintaining a very high margin of 82%.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Financial Position
In December 2013, Sino issued 25,658,628 fully paid ordinary shares issued at $0.50 per share and raised
$12,829,319, resulting in a significant improvement on its financial position.
Following the successful capital raising and strong profits for the financial year, the Group is well placed to
fund future expansions.
The Group generated strong cash flows totalling$6,396,220 from operating activities in 2013 (2012:
4,337,859) and this is expected to continue through the 2014 financial year.
Total capital expenditure for the year totalled$12,192,268(with $10,290,907 held as prepayment for
purchase of equipment), with expenditure heavily weighted towards equipment purchases to take advantage
of the growing opportunities in the oil field services industry.
The Group financial position at 31 December 2013 is strong with net assets of $38,932,990 (2012:
$13,824,675). The operating businesses are well placed to take advantage of the continuing strong demand
in the oil field services industry.
Dividends
No dividend has been declared for the financial year.
ASIC is conducting an investigation into whether there were any material omissions in the disclosures in the
capital raising Prospectus Documents or other contraventions of the Corporations Act. ASIC has commenced
a proceeding in the Federal Court seeking orders restraining the Company from transferring funds out of its
bank accounts in Australia. There is currently an injunction restraining the Company transferring funds. The
related investigation is ongoing.
The Board through its legal counsel is in dialogue with ASIC regarding the orders obtained by ASIC with a view
to having these lifted to enable the Company to support its operating subsidiary in accordance with its
commitments.
As a direct consequence of the ASIC actions to freeze the Company’s bank accounts in Australia, the Company
has not been able to utilise the majority of the funds raised in the IPO to purchase the specialised equipment
outlined in the Prospectus.
This has and will result in a monthly loss of profit of AUD 330,000. Included in this is the cost of fully trained
engineers and technicians who have been employed and trained to operate the equipment but currently
remain idle, additional costs have also been incurred to lease/hire additional specialised equipment to perform
some of the duties in satisfying the high growth in new sales contract received by the SAO subsidiary.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
The operating costs of this leased/hire equipment is much higher than would have resulted by utilising the
equipment planned to be purchased from the IPO funds.
Mr Ruiyu He, Mr Wrixon Gasteen, Mr David Cornwell, and Mr Guangbin Zhong have been appointed as
independent non-executive directors in March 2014, with Mr Wayne Johnson and Mr Andrew Faulkner
removed as directors in March 2014.
There are no other matters or circumstances that have arisen since the end of the year that have significantly
affected or may significantly affect either:
In partnership with South West China Petroleum Department, Sinopec Engineering Technology Research
Institute, Sinopec International Exploration Development Company and Sinopec International Petroleum
Engineering Services Company, we can establish new relationships and expand our services to the overseas
market.
We look for ways of reducing the Group’s costing of drilling and maintenance services. One of the main
strategies would be to reduce the costs of leasing equipment by increasing capital investments, in which
would have a positive impact on margins.
We also aim to further increase the Company size and profitability through mergers and acquisitions within
the industry and increasing efficiencies in key processes. At the same time, we will also develop new avenues
of financing to meet further development requirements.
The material business risks faced by the Group that are likely to have an effect on the financial prospects of
the Group include:
• The development of new technologies and range of services might result in a short term negative
impact on costs and margins due to initial development costs; and
• The costs of maintenance of equipment purchased might have an impact on profitability. However, we
expect the reduction in cost of leasing equipment will far outweigh the costs of maintenance.
Directors’ meetings
The number of meetings of directors (including meetings of committees of directors) held during the year and
the number of meetings attended by each director was as follows:
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Wrixon Gasteen1 - - - - - -
David Cornwell1 - - - - - -
Guangbin Zhong1 - - - - - -
Ruiyu He2 - - - - - -
Heyan Wang
- - - - - -
(Resigned)3
Wayne Johnson
3 3 - - - -
(Removed)3
Andrew Faulkner
3 3 - - - -
(Removed)3
Where:
Column A is the number of meetings the Director was entitled to attend
Column B is the number of meetings the Director attended
1
Mr Wrixon Gasteen, Mr David Cornwell and Mr Guangbin Zhong have been appointed as directors in
March 2014.
2
Mr Ruiyu He has been appointed as director in February 2014.
3
Mr Wayne Johnson, Mr Andrew Faulkner have been removed as directors in March 2014 and Ms
HeyanWang resigned in March 2014.
1
These are options issued for no additional consideration for every two shares issued from the
conversion of the redeemable convertible notes. The options have an exercise price of $0.75 and
expire after 3 years from the date of listing.
2
These are options issued for no additional consideration for every two shares issued as a consequence
of the IPO. The options have an exercise price of $0.75 and expire after 3 years from the date of
listing.
3
16 million options have been issued to Mr Tianpeng Shao (6,000,000 options), Mr Wayne Johnson
(5,000,000 options) and Mr Andrew Faulkner (5,000,000 options) in consideration for future services
to be performed, and will vest over this period. The options are escrowed for a period of 24 months
and expire after 48 months after issue and have an exercise price of $0.75.
Shares issued during or since the end of the year as a result of exercise
During or since the end of the financial year, the Company has not issued any ordinary shares as a result of
the exercise of options.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
The Remuneration Report is set out under the following main headings:
• To drive a high performance culture by setting challenging objectives and rewarding high performing
individuals; and
• To ensure remuneration is competitive in the relevant employment market place to support the
attraction, motivation and retention of executive talent.
Sino has structured a remuneration framework that is market competitive and complementary to the reward
strategy of the Group.
The Board has established a Nomination and Remuneration Committee which operates in accordance with its
charter as approved by the Board and is responsible for determining and reviewing compensation
arrangements for the directors and the executive team.
The remuneration structure that has been adopted by the Group consists of the following components:
The Nomination and Remuneration Committee assess the appropriateness of the nature and amount of
remuneration on a periodic basis by reference to recent employment market conditions with the overall
objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive
team.
The payment of bonuses, share options and other incentive payments are reviewed by the Nomination and
Remuneration Committee annually as part of the review of executive remuneration and a recommendation is
put to the Board for approval. All bonuses, options and incentives must be linked to pre-determined
performance criteria.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
The performance measures are set annually after consultation with the directors and executives and are
specifically tailored to the areas where each executive has a level of control. The measures target areas the
Board believes hold the greatest potential for expansion and profit and cover financial and non-financial
measures.
The Board may, at its discretion, award bonuses for exceptional performance in relation to each person’s
pre-agreed KPIs.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Ruiyu He – 2013 - - - - - - - - -
(Appointed
February 2014) 2012 - - - - - - - - -
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:
Upon vesting, each option allows the holder to purchase one ordinary share at $0.75.
Options
Options granted over unissued shares
Details of options over ordinary shares in the Company that were granted as remuneration to each key
management personnel are set out below.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Number Grant date Value per Number Number Exercise First exercise Last exercise date %
granted option at vested lapsed/ price date remuneration
grant date forfeited ($) which is
($) options
Tianpeng Shao 6,000,000 15 February 2013 18,000 - - $0.75 12 December 2013 12 December 2017 5%
Wayne Johnson 5,000,000 15 February 2013 15,000 - - $0.75 12 December 2013 12 December 2017 24%
Andrew
5,000,000 15 February 2013 15,000 - - $0.75 12 December 2013 12 December 2017 24%
Faulkner
The options were provided at no cost to the recipients. All options expire on the earlier of their expiry date or termination of the individual’s employment.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Environmental legislation
The Group’s operations are not subject to any particular or significant environmental regulation under a law of
the Commonwealth or of a State or Territory in Australia or in China.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be
brought against the officers in their capacity as officers of the Group, and any other payments arising from
liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise out
of conduct involving a willful breach of duty by the officers or the improper use by the officers of their position or
of information to gain advantage for themselves or someone else to cause detriment to the Group.
Details of the amount of the premium paid in respect of the insurance policies is not disclosed as such disclosure
is prohibited under the terms of the contract.
The Group has not otherwise, during or since the end of the financial year, except to the extent permitted by law,
indemnified or agreed to indemnify any current or former officer or auditor of the Group against a liability
incurred as such by an officer or auditor.
Non-audit services
During the year, Grant Thornton Audit Pty Ltd, the Company’s auditors, performed certain other services in
addition to their statutory audit duties.
The Board has considered the non-audit services provided during the year by the auditor and, in accordance with
written advice provided by resolution of the Audit and Risk Committee, is satisfied that the provision of those
non-audit services during the year is compatible with, and did not compromise, the auditor independence
requirements of the Corporations Act 2001 for the following reasons:
• All non-audit services were subject to the corporate governance procedures adopted by the Company
and have been reviewed by the Audit and Risk Committee to ensure they do not impact upon the
impartiality and objectivity of the auditor; and
• The non-audit services do not undermine the general principles relating to auditor independence as set
out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing
the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as
an advocate for the Company or jointly sharing risks and rewards.
Details of the amounts paid to the auditors of the Company, Grant Thornton, and its related practices for audit
and non-audit services provided during the year are set out in Note 21 to the Financial Statements.
A copy of the auditor’s independence declaration as required under s307C of the Corporations Act 2001 is
included on page 23 of this financial report and forms part of this Directors report.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Tianpeng Shao
Chairman
7 April 2014
22
Level 1,
67 Greenhill Rd
Wayville SA 5034
Correspondence to:
GPO Box 1270
Adelaide SA 5001
T 61 8 8372 6666
F 61 8 8372 6677
E [email protected]
W www.grantthornton.com.au
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead
auditor for the audit of Sino Australia Oil and Gas Limited for the year ended 31 December
2013, I declare that, to the best of my knowledge and belief, there have been:
S J Gray
Partner – Audit & Assurance
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current
scheme applies.
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
The Board is committed to achieving and demonstrating the highest standards of corporate governance. As
such, Sino Australia Oil and Gas Limited and its controlled entities (‘the Group’) have adopted a corporate
governance framework and practices to ensure they meet the interests of shareholders.
The Group complies with the Australian Securities Exchange Corporate Governance Council’s Corporate
Governance Principles and Recommendations 2nd Edition (‘the ASX Principles’). This statement incorporates the
disclosures required by the ASX Principles under the headings of the eight core principles. All of these practices,
unless otherwise stated, were in place for the full reporting period.
Further information on the Group’s corporate governance policies and practices can be found on Sino’s website
at http://www.sinoaustoil.com/irm/content/corporate-governance.aspx?RID=259.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Principle 1: Lay solid foundations for management and oversight
• Setting the strategy for the Group, including operational and financial objectives and ensuring that there
are sufficient resources for this strategy to be achieved.
• Appointing and, where appropriate, removing the Chief Executive Officer (‘CEO’), approving other key
executive appointments and planning for executive succession.
• Overseeing and evaluating the performance of the CEO and the executive team through a formal
performance appraisal process having regard to the Group’s business strategies and objectives.
• Monitoring compliance with legal, regulatory and occupational health and safety requirements and
standards.
• Overseeing the identification of key risks faced by the Group and the implementation of an appropriate
internal control framework to ensure those risks are managed to an acceptable level.
• Approving the Group’s budgets, including operational and capital budgets, and the approval of significant
acquisitions, expenditures or divestitures.
• Ensuring the market and shareholders are fully informed of material developments.
The responsibility for the operation and administration of the Group is delegated by the Board to the Chief
Executive Officer (‘CEO’) and the executive management team. The Board ensures that both the Managing
Director and executive team, including the CEO, are appropriately qualified and experienced to discharge their
responsibilities and, as discussed above, has in place procedures to monitor and assess their performance.
To ensure that the responsibilities of the Board are upheld and executed to the highest level, the Board has
established the following sub-committees:
Sub-committees are able to focus on a particular responsibility and provide informed feedback to the Board. Each
of these sub-committees have established Charters and operating procedures in place, which are reviewed on a
regular basis. The Board may also establish other sub-committees from time to time to deal with issues of
special importance.
The evaluation of the CEO will be supervised closely by the Principal Independent Director.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Principle 2: Structure the Board to add value
Board composition
The names of the members of the Board as at the date of this report are as follows:
It is to be noted that Mr Andrew Faulkner and Mr Wayne Johnson have been removed as directors subsequent to
the end of the financial year. Ms Heyan Wang was appointed as independent non-executive director post balance
date and resigned in March 2014.
• A majority of directors having extensive experience in the industries that the Group operates in, with
those that do not, having extensive experience in significant aspects of financial reporting and risk
management in large ASX listed companies.
• Re-election of directors at least every three years (except for the Managing Director and Chief Executive
Officer).
• The size of the board is appropriate to facilitate effective discussion and efficient decision making.
• There are a sufficient number of directors to serve on Board sub-committees without overburdening the
directors of making it difficult for the directors to effectively discharge their responsibilities.
With regards to director independence, the Board has adopted specific principles which state that an independent
director must not be a member of management and must comply with the following criteria:
• Not, within the last three years, have been employed in an executive capacity by Sino or any other
member of the Group.
• Not, within the last three years, have been a professional advisor to the Group either as a principal, or
material consultant, or an employee materially associated with the service provided.
• Are not a material supplier or customer of the Group or associated either directly or indirectly with a
material supplier or customer of the Group.
• Have no material contractual relationship with any entity within the Group other than in the capacity as
a director.
The Board undertakes an annual review of the extent to which each non-executive director is independent,
having regard to the criteria set out in its Charter. As part of this review, each director is required to make an
annual declaration stating their compliance with the independence criteria to the Board. As at the date of this
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
report, the three non-executive directors have submitted their annual declaration to the Board, and the board is
satisfied that they have retained their independence throughout the reporting period.
Individual details of the Directors, including period in office, Board committee memberships, qualifications,
experience and skills are set out in the information on Directors section of the Directors’ Report.
• Managing the conduct, frequency and length of Board meetings to ensure that all directors have had the
opportunity to establish a detailed understanding of the issues affecting the Group.
• Facilitating the Board meetings to ensure effective communication between the directors and that all
directors have contributed to the decision making process thereby leading to a considered decision being
made in the best interest of the Group and its shareholders.
When a vacancy exists or there is a need for a particular skill, the Committee, in consultation with the Board,
determines the selection criteria that will be applied. The Committee will then identify suitable candidates, with
assistance from an external consultant if required, and will assist the Board in interviewing and assessing the
selected candidates.
Directors are initially appointed to office by the Board and must stand for re-election at the Group’s next annual
general meeting of shareholders. Directors must then retire from office and nominate for re-election at least
once every three years with the exception of the Managing Director and Chief Executive Officer.
The Nomination and Remuneration Committee comprises of Mr Guangbin Zhong (Chairman), Mr Ruiyu He and Mr
Tianpeng Shao to replace Mr Andrew Faulkner and Mr Wayne Johnson. The committee consists of a majority of
independent non-executive directors. Details of attendance at Nomination and Remuneration Committee
meetings are set out in the Meetings of Directors section of the Directors’ Report.
The Chairman meets each Director on an individual basis to discuss their performance and to provide feedback.
The results of this discussion including any key areas for development are formally documented.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Each Board committee annually reviews the fulfilment of its responsibilities as set out in its Charter and provides
a report with a summary of issues and recommendations for the Board’s review. Upon review the Board will
then provide their feedback to the Committee including an endorsement of the recommendations made.
Insurance
The Group has in place a Directors and Officers liability insurance policy providing a specified level of cover for
current and former Directors and executive Officers of the Group against liabilities incurred whilst acting in their
respective capacity.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Principle 3: Promote ethical and responsible decision making
Code of Conduct
The Group recognises the importance of establishing and maintaining high ethical standards and decision making
in conducting its business and is committed to increasing shareholder value in conjunction with fulfilling its
responsibilities as a good corporate citizen. All Directors, managers and employees are expected to act with the
utmost integrity, honesty and objectivity, striving at all times to enhance the reputation and performance of the
Group.
The Group has established a Code of Conduct and a Directors and Officers Code of Conduct, copies of which are
available on Sino’s website under the corporate governance section. New employees are introduced to the Code
of Conduct as part of their induction training. Employees sign a declaration confirming receipt of the Code of
Conduct and their compliance with it. Periodical training is then provided throughout the course of their
employment.
Unethical practices, including fraud, legal and regulatory breaches, and policy breaches are required to be
reported on a timely basis to management. Reporting parties are able to do so without fear of reprisal or
retribution as their identity and report are kept in the strictest confidence. External third party reporting
procedures are available to employees to provide them with the assurance that their identity will be kept
confidential at all times.
Whistleblower Policy
The Board is currently reviewing the whistleblower policy to identify appropriate policies to put in place.
Under this share trading policy, an executive, employee or director must not trade in any securities of the Group
at any time when they are in possession of unpublished, price sensitive information in relation to those securities.
Before commencing to trade, an executive or employee must first obtain the permission of the Company
Secretary to do so, and a director must obtain the permission of the Chairman. The trading windows are four
weeks after the release of the half year results, full year results and the holding of the Annual General Meeting.
Trading of securities outside the trading windows can only occur in exceptional circumstances and with the
approval of the Company Secretary.
As required by the ASX listing rules, the Group notifies the ASX of any transaction conducted by Directors in the
securities of the Group.
Diversity Policy
Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. The company is
committed to diversity and recognises the benefits arising from employee and board diversity and the
importance of benefiting from all available talent. A copy of the company’s diversity policy is available on Sino’s
website at http://www.sinoaustoil.com/irm/content/corporate-governance.aspx?RID=259. This diversity policy
outlines the requirements for the Board to develop measurable objectives for achieving diversity, and annually
assess both the objectives and the progress in achieving those objectives. Accordingly, the company will continue
its assessment of the diversity of its Board and senior executive positions.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Principle 4: Safeguard integrity in financial reporting
Audit and Risk Committee
An Audit and Risk Committee has been established by the Board. The Committee’s role and operations are
documented in a Charter which is approved by the Board. This Charter is available on Sino’s website under
http://www.sinoaustoil.com/irm/content/corporate-governance.aspx?RID=259.
The Committee’s Charter provides that all members of the Audit and Risk Committee must be Independent
Non-Executive Directors and that the Chair cannot be the Chairman of the Board. Members of the Committee at
the date of this report are Mr Wrixon Gasteen (Chairman), Mr Guangbin Zhong and Mr Ruiyu He in replacement
of Mr Andrew Faulkner and Mr Wayne Johnson, all of whom are Independent Non-Executive Directors of the
Group.
• Ensure the integrity of the Group’s internal and external financial reporting including compliance with
applicable laws and regulations.
• Ensure that financial information provided to the Board is of a sufficiently high quality to allow the Board
to make informed decisions.
• Ensure that appropriate and effective internal systems and controls are in place to manage the Group’s
exposure to risk.
• Oversee the appointment, compensation, retention and oversight of the external auditor, and review of
any non-audit services provided by the external auditor.
• Regularly review the performance of the external auditor regarding quality, costs and independence.
The Audit and Risk Committee is required under the Charter to meet at least quarterly and otherwise as
necessary.
The Managing Director, Chief Financial Officer and external auditor also regularly attend the Committee meetings
by standing invitation. Other Directors and management are invited to attend Committee meetings and
participate in discussion relating to specific issues that they have an interest in.
The Committee is authorised to obtain independent legal advice at the Group’s expense if it considers it
necessary in fulfilling its duties.
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Sino Australia Oil & Gas Limited and Controlled Entities
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Principle 5: Make timely and balanced disclosure
Sino has established policies and procedures to ensure timely and balanced disclosure of all material matters
concerning the Group, and ensure that all investors have access to information on the Group’s financial
performance. This ensures that the Group is compliant with the information disclosure requirements under the
ASX Listing Rules.
These policies and procedures include a comprehensive Disclosure Policy that includes identification of matters
that may have a material impact on the price of Sino’s securities, notifying them to the ASX, posting relevant
information on the Group’s website and issuing media releases. These policies are available on Sino’s website
under http://www.sinoaustoil.com/irm/content/corporate-governance.aspx?RID=259.
Matters involving potential market sensitive information must first be reported to the Managing Director either
directly or via the Company Secretary. The Managing Director will advise the other Directors if the issue is
important enough to warrant the consideration of the full Board. In all cases the appropriate action must be
determined and carried out in a timely manner in order for the Group to comply with the Information Disclosure
requirements of the ASX.
Once the appropriate course of action has been agreed upon, either the Managing Director or
Company Secretary will disclose the information to the relevant authorities, being the only authorised officers of
the Group who are able to disclose such information. Board approval is required for market sensitive
information such as financial results, material transactions or upgrading/downgrading financial forecasts. This
approval is minuted in the meetings of the Board of Directors.
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Sino Australia Oil & Gas Limited and Controlled Entities
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Principle 6: Respect the rights of shareholders
Sino has established a Shareholder Communication Policy which describes the Group’s approach to promoting
effective communication with shareholders which includes:
• The annual report, including relevant information about the operations of the Group during the year, key
financial information, changes in the state of affairs and indications of future developments. The annual
report can be accessed either through the ASX website.
• The half year and full year financial results are announced to the ASX and are available to shareholders
via the Sino and ASX websites.
• Detailed notices of shareholder meetings are sent to all shareholders in advance of the meeting.
• Shareholding and dividend payment details are available through the Group’s share register, Security
Transfer Registrars Pty Ltd.
The Board encourages full participation by shareholders at the Annual General Meeting to ensure a high level of
Director accountability to shareholders and shareholder identification with the Group’s strategy and goals.
Important issues are presented to the shareholders as single resolutions. The shareholders are requested to
vote on matters such as the adoption of the Group’s remuneration report, the granting of options and shares to
Directors and changes to the Constitution.
The external auditor attends the Annual General Meeting to answer any questions concerning the audit of the
Group and the contents of the auditor’s report.
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Sino Australia Oil & Gas Limited and Controlled Entities
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Principle 7: Recognise and manage risk
Risk management framework
Sino recognises that a robust risk management framework is essential for corporate stability, protecting the
interests of its stakeholders and for sustaining its competitive market position and long term performance.
• Having a culture that is risk aware and supported by high standards of accountability at all levels.
• Promoting and achieving an integrated risk management approach whereby risk management forms a
part of all key organisational processes.
• Supporting more effective decision making through better understanding and consideration of risk
exposures.
• Increasing shareholder value by protecting and improving share price and earnings per share in the short
to medium term while building a sustainable business in the longer term.
• Supporting the sign off for ASX Principles four and seven by the Chief Executive Officer and Chief
Financial Officer.
In achieving effective risk management, Sino recognises the importance of leadership. As such, the Board and
executive management have responsibility for driving and supporting risk management across the Group. Each
subsidiary then has responsibility for implementing this approach and adapting it, as appropriate, to its own
circumstances.
The Committee reviews the appropriateness and adequacy of internal processes for determining, assessing and
monitoring risk areas including the assessment of the effectiveness of the Group’s internal compliance and
controls including:
• The adequacy of disclosures and processes for regular reporting of information to the appropriate
parties, including the Board.
• The Committee is also responsible for monitoring the Group’s compliance with applicable laws and
regulations including:
• Ensuring that management is reviewing developments and changes in applicable laws and regulations
relating to the Group’s responsibilities.
• Reviewing management’s actions and responses to ensure that the Group’s practices are compliant with
all new developments.
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Sino Australia Oil & Gas Limited and Controlled Entities
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• Reviewing material actual and suspected breaches of applicable laws and regulations, and any breaches
of Group policies.
• Reviewing material litigation, legal claims, contingencies or significant risks relating to the Group.
The Audit and Risk Committee reports to the Board on the major issues and findings that are presented and
discussed at its meetings.
Corporate reporting
The Board has required management to design and implement a risk management and internal control system to
manage the Group’s material business risks and to report on whether those risks are being effectively managed.
The Managing Director, Chief Executive Officer and Chief Financial Officer have reported and declared in writing
to the Board as to the effectiveness of the Group’s management of its material business risks, in accordance with
Recommendation 7.2 of the ASX Corporate Governance Principles.
The Board has received the relevant declarations from the Managing Director, Chief Executive Officer and Chief
Financial Officer in accordance with s295A of the Corporations Act 2001 and the relevant assurances required
under Recommendation 7.3 of the ASX Corporate Governance Principles.
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Sino Australia Oil & Gas Limited and Controlled Entities
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Principle 8: Remunerate fairly and responsibly
Nomination and Remuneration Committee
As previously stated in Principle 2, the Board has established a Nomination and Remuneration Committee whose
role is documented in a Charter which is approved by the Board.
The objective of the Committee with respect to its remuneration function is to assist the Board in determining
appropriate remuneration arrangements for the Directors and executive management.
• Ensuring that the remuneration of the Independent Non-Executive Directors is reflective of the
responsibilities and the risks of being a Director of the Group.
• Reviewing the contractual arrangements of the Managing Director and the executive management team
including their remuneration.
• Comparing the remuneration of the Managing Director and executive management to comparable groups
within similar industries to ensure that the remuneration on offer can attract, retain and properly reward
performance which will translate into long term growth in shareholder value.
• Annually review key performance indicators of the Managing Director and executive team to ensure that
they remain congruent with the Group’s strategies and objectives.
• Reviewing the basis for remuneration of other Executive Directors of the Group for their services as
Directors.
The Committee will submit their recommendations to the Board regarding the remuneration arrangements and
performance incentives for the Managing Director and executive team. The Board will review these
recommendations before providing their approval.
Details of the Group’s remuneration structure and details of senior executives’ remuneration and incentives are
set out in the Remuneration Report contained within the Directors’ Report. The Remuneration Report also
contains details on the structure of Non-Executive Director Remuneration.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Current assets
Cash and cash equivalents 6 8,719,858 573,024
Receivables 7 21,544,996 15,554,683
Other current assets 10 11,851,838 -
Total current assets 42,116,692 16,127,707
Non-current assets
Property, plant and equipment 11 6,713,756 6,028,763
Total non-current assets 6,713,756 6,028,763
Total assets 48,830,448 22,156,470
Current liabilities
Trade and other payables 12 9,494,206 7,571,660
Current tax payable 5 403,252 760,135
Total current liabilities 9,897,458 8,331,795
Equity
Share capital 13 13,130,539 756,238
Reserves 14 4,639,426 301,249
Retained earnings 21,163,025 12,767,188
Total equity 38,932,990 13,824,675
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2013
This financial report includes the consolidated financial statements and notes of Sino Australia Oil and
Gas Limited and controlled entities (‘Consolidated Group’ or ‘Group’). Sino Australia Oil and Gas Limited
listed on the Australian Stock Exchange (“ASX”) on 12 December 2013 and is a company incorporated
and domiciled in Australia.
The Group is a for-profit entity for the purposes of preparing the financial statements.
The financial report is a general purpose financial report that has been prepared in accordance with
Australian Accounting Standards, Australian Accounting Interpretations, other authoritative
pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in
a financial report containing relevant and reliable information about transactions, events and conditions
to which they apply. Compliance with Australian Accounting Standards ensures that the financial
statements and notes also comply with International Financial Reporting Standards (“IFRS”). Material
accounting policies adopted in the preparation of this financial report are presented below. They have
been consistently applied unless otherwise stated.
The financial report has been prepared on an accruals basis and is based on historical costs, modified,
where applicable, by the measurement at fair value of selected non-current assets, financial assets and
financial liabilities.
There are new accounting standards and AASB interpretations that have been published that are not
mandatory for current reporting periods. The Group’s assessment of the impact of these new standards
and interpretations is that there would be no material impact on the historical financial information.
The Group financial statements consolidate those of the parent company and all of its subsidiaries as of
31 December 2013. The parent controls a subsidiary if it is exposed, or has rights, to variable returns
from its involvement with the subsidiary and has the ability to affect those returns through its power over
the subsidiary. All subsidiaries have a reporting date of 31 December.
All transactions and balances between Group companies are eliminated on consolidation, including
unrealised gains and losses on transactions between Group companies. Where unrealised losses on
intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment
from a group perspective. Amounts reported in the financial statements of subsidiaries have been
adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are
recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.
Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s profit or loss
and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of
subsidiaries between the owners of the parent and the non-controlling interests based on their respective
ownership interests.
Business Combination
Business combination involving entities under common control is scoped out under AASB 3: Business
Combination. AASB provides no guidance on the accounting for these types of transactions; however
requires an entity to develop an accounting policy. The two most common methods utilised are the
acquisition method and the pooling of interest-type method (predecessor values method). A business
combination involving entities under common control is a business combination in which all of the
combining entities are ultimately controlled by the same party, both before and after the business
combination, and control is not transitory.
Management has determined the pooling of interest-type method to be most appropriate. The pooling of
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
interest-type method requires the financial statements to be prepared using the predecessor book values
without any step up to fair value. The difference between any consideration given and the aggregate
book value of the assets and liabilities of the acquired entity are recorded as an adjustment to equity. This
may be recorded in retained earnings/reserve and no additional goodwill is created by the transaction.
The comparatives have been presented as if the transaction took place at the beginning of the earliest
comparativeperiod.
All transaction costs incurred in relation to the business combination are expensed to the statement of
profit or loss and other comprehensive income.
The consolidation financial statements (post combination) can be presented using one of two methods.
The first method, being the consolidated financial statements can incorporate the acquired entity’s
results as if both entities (acquirer and acquiree) had always been combined. Alternatively the
consolidated financial statements can incorporate the acquired entity’s results only from the date on
which the transaction occurred.
Management have determined to use option one – reporting comparatives as though the group had
always been combined.
The income tax expense (revenue) for the year comprises current income tax expense (income) and
deferred tax expense (income).
Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated
using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax
liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the
relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances
during the year as well as unused tax losses.
Current and deferred income tax expense (income) is charged or credited directly to equity instead of the
profit or loss when the tax relates to items that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax
assets also result where amounts have been fully expensed but future tax deductions are available. No
deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a
business combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period
when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted
at reporting date. Their measurement also reflects the manner in which management expects to
recover or settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the
extent that it is probable that future taxable profit will be available against which the benefits of the
deferred tax asset can be utilised.
Where temporary differences exist in relation to investments in subsidiaries, deferred tax assets and
liabilities are not recognised where the timing of the reversal of the temporary difference can be
controlled and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is
intended that net settlement or simultaneous realisation and settlement of the respective asset and
liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of
set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable entities where it is intended that net
settlement or simultaneous realisation and settlement of the respective asset and liability will occur in
future periods in which significant amounts of deferred tax assets or liabilities are expected to be
recovered or settled.
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Sino Australia Oil & Gas Limited and Controlled Entities
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Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated
depreciation and impairment losses.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess
of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the
expected net cash flows that will be received from the asset’s employment and subsequent disposal. The
expected net cash flows have been discounted to their present values in determining recoverable
amounts.
The cost of fixed assets constructed within the consolidated group includes the cost of materials, direct
labour, borrowing costs and an appropriate proportion of fixed and variable overheads.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the group and the cost of the item can be measured reliably. All other repairs and maintenance are
charged to the Consolidated Statement of Profit or Loss and Other Comprehensive Income during the
financial period in which they are incurred.
Depreciation
The depreciable amount of all fixed assets including buildings and capitalised lease assets, but excluding
freehold land, is depreciated on a straight-line basis over the asset’s useful life to the consolidated group
commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over
the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.
The depreciation rates used for each class of depreciable assets are:
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance
sheet date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These
gains and losses are included in the Consolidated Statement of Profit or Loss and Other Comprehensive
Income. When re-valued assets are sold, amounts included in the revaluation reserve relating to that
asset are transferred to retained earnings.
Financial instruments, incorporating financial assets and financial liabilities, are recognised when the
entity becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted
for financial assets that are delivered within timeframes established by marketplace convention.
Financial instruments are initially measured at fair value plus transactions costs where the instrument is
not classified as at fair value through profit or loss. Transaction costs related to instruments classified as
at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are
classified and measured as set out below.
De-recognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the
asset is transferred to another party whereby the entity is no longer has any significant continuing
42
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised
where the related obligations are either discharged, cancelled or expire. The difference between the
carrying value of the financial liability extinguished or transferred to another party and the fair value of
consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit
or loss.
Financial assets are classified at fair value through profit or loss when they are held for trading for the
purpose of short term profit taking, where they are derivatives not held for hedging purposes, or
designated as such to avoid an accounting mismatch or to enable performance evaluation where a group
of financial assets is managed by key management personnel on a fair value basis in accordance with a
documented risk management or investment strategy. Realised and unrealised gains and losses arising
from changes in fair value are included in profit or loss in the period in which they arise.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market and are subsequently measured at amortised cost using the effective
interest rate method.
Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are
applied to determine the fair value for all unlisted securities, including recent arm’s length transactions,
reference to similar instruments and option pricing models.
Impairment
At each reporting date, the group assesses whether there is objective evidence that a financial
instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline
in the value of the instrument is considered to determine whether an impairment has arisen. Impairment
losses are recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
At each reporting date, the group reviews the carrying values of its tangible and intangible assets to
determine whether there is any indication that those assets have been impaired. If such an indication
exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and
value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its
recoverable amount is expensed to the Consolidated Statement of Profit or Loss and Other
Comprehensive Income.
Impairment testing is performed annually for intangible assets with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates
the recoverable amount of the cash-generating unit to which the asset belongs.
The functional currency of each of the group’s entities is measured using the currency of the primary
economic environment in which that entity operates. The consolidated financial statements are
presented in Australian dollars which is the parent entity’s functional and presentation currency.
Foreign currency transactions are translated into functional currency using the exchange rates prevailing
at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange
rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the
date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at
43
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the Consolidated
Statement of Profit or Loss and Other Comprehensive Income, except where deferred in equity as a
qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity
to the extent that the gain or loss is directly recognised in equity; otherwise the exchange difference is
recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
Group companies
The financial results and position of foreign operations whose functional currency is different from the
group’s presentation currency are translated as follows:
— assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
— income and expenses are translated at average exchange rates for the period; and
— retained earnings are translated at the exchange rates prevailing at the date of the transaction.
Exchange differences arising on translation of foreign operations are transferred directly to the group’s
foreign currency translation reserve in the balance sheet. These differences are recognised in the
Consolidated Statement of Profit or Loss and Other Comprehensive Income in the period in which the
operation is disposed.
Provision is made for the company’s liability for employee benefits arising from services rendered by
employees to balance date. Employee benefits that are expected to be settled wholly within one year
have been measured at the amounts expected to be paid when the liability is settled. Employee benefits
payable later than one year have been measured at the present value of the estimated future cash
outflows to be made for those benefits. Those cash flows are discounted using market yields on national
government bonds with terms to maturity that match the expected timing of cash flows.
(h) Provisions
Provisions are recognised when the group has a legal or constructive obligation, as a result of past
events, for which it is probable that an outflow of economic benefits will result and that outflow can be
reliably measured.
Cash and cash equivalents include cash on hand and deposits held at call with banks.
Revenue from the sale of goods is recognised at the point of delivery as this corresponds to the transfer
of significant risks and rewards of ownership of the goods and the cessation of all involvement in those
goods.
Interest revenue is recognised using the effective interest rate method, which, for floating rate financial
assets, is the rate inherent in the instrument. Dividend revenue is recognised when the right to receive
a dividend has been established.
All revenue is stated net of the amount of goods and services tax (GST) or value added tax (VAT).
Borrowing costs directly attributable to the acquisition, construction or production of assets that
necessarily take a substantial period of time to prepare for their intended use or sale, are added to the
cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in income in the period in which they are incurred.
(l) Goods and Services Tax (GST) and Value Added Tax (VAT)
Revenues, expenses and assets are recognised net of the amount of GST and VAT, except where the
amount of GST or VAT incurred is not recoverable from the Tax Office. In these circumstances the GST
and VAT is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
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Sino Australia Oil & Gas Limited and Controlled Entities
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Receivables and payables in the balance sheet are shown inclusive of GST and VAT.
Cash flows are presented in the cash flow statement on a gross basis, except for the GST and VAT
component of investing and financing activities, which are disclosed as operating cash flows.
These amounts represent liabilities for goods and services provided to the Group prior to the end of the
financial year which are unpaid. The amounts are unsecured and are usually paid according to term.
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of
ordinary shares outstanding during the year, adjusted for bonus elements in ordinary shares issued
during the year.
Diluted earnings per share adjust the figures used to determine basic earnings per share to take into
account the after income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares and the weighted average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares.
When required by Accounting Standards, comparative figures have been adjusted to conform to changes
in presentation for the current financial year.
The accounting policies adopted are consistent with those of the previous financial year except as follows:
AASB 10 supersedes AASB 127 Consolidated and Separate Financial Statements (AASB 127) and AASB
Interpretation 112 Consolidation - Special Purpose Entities. AASB 10 revises the definition of control and
provides extensive new guidance on its application. These new requirements have the potential to affect
which of the Group’s investees are considered to be subsidiaries and therefore to change the scope of
consolidation. The requirements on consolidation procedures, accounting for changes in non-controlling
interests and accounting for loss of control of a subsidiary are unchanged.
Management has reviewed its control assessments in accordance with AASB 10 and has concluded that
there is no effect on the classification (as subsidiaries or otherwise) of any of the Group’s investees held
during the period or comparative periods covered by these financial statements.
AASB 13 clarifies the definition of fair value and provides related guidance and enhanced disclosures
about fair value measurements. It does not affect which items are required to be fair-valued. The scope
of AASB 13 is broad and it applies for both financial and non-financial items for which other Australian
Accounting Standards require or permit fair value measurements or disclosures about fair value
measurements except in certain circumstances.
AASB 13 applies prospectively for annual periods beginning on or after 1 January 2013. Its disclosure
requirements need not be applied to comparative information in the first year of application.
The annual report was authorised for issue on 7 April 2014 by the board of directors.
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Sino Australia Oil & Gas Limited and Controlled Entities
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The directors evaluate estimates and judgments incorporated into the financial statements based on
historical knowledge and best available current information. Estimates assume a reasonable expectation
of future events and are based on current trends and economic data, obtained both externally and within
the Group. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that
period or in the period of the revision and future periods if the revision affects both current and future
periods.
Stage of completion for contracts is determined by the Group based on when services are performed and
milestones are achieved based on summary reports issued by customers. Revenue is reliably
measurable and flow of economic benefits to the Group is probable when the summary reports are
received.
The Company assesses impairment at each reporting date by evaluating conditions and events specific to
the Company that may be indicative of impairment triggers. Recoverable amounts of relevant assets are
reassessed using value-in-use calculations which incorporate various key assumptions.
In assessing value in use, the estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of money and the risk
specific to the asset for which the estimates of future cash flows have not been adjusted.
Any excess of the asset’s carrying value over its recoverable amount is expensed to the Consolidated
Statement of Profit or Loss and Other Comprehensive Income.
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Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
2013 2012
$ $
NOTE 3: REVENUE
Sales revenue
Revenue from rendering of services 33,700,425 23,333,984
Other revenue
11,999 5,578
Interest income
33,712,424 23,339,562
NOTE 4: EXPENSES
Administration expenses
- Marketing expenses (293,964) (885,870)
- Vehicle rental expenses (82,310) (148,410)
- Fuel expenses (111,867) (112,792)
(1,331,224) (870,907)
- Other expenses
(1,819,365) (2,017,979)
Total administration expenses
The prima facie tax payable on profit before income tax is reconciled to the
income tax expense as follows:
Prima facie income tax payable on profit before income tax at 30.0% (2012:
30.0%) 2,818,028 2,544,899
997,589 466,680
Income tax expense attributable to profit
Total unused tax losses for which no deferred tax asset has been recognised $645,284.
At balance date, there are no imputation tax credits available for use in future periods.
47
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
2013 2012
$ $
NOTE 6: CASH AND CASH EQUIVALENTS
Cash on hand 20,887 18,515
Cash at bank 8,698,971 554,509
8,719,858 573,024
NOTE 7: RECEIVABLES
CURRENT
Trade receivables 21,542,726 12,490,065
Other receivables 2,270 3,064,618
21,544,996 15,554,683
The carrying value of trade receivables is considered a reasonable approximation of fair value due to the
short-term nature of the balances.
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable in the
financial statements. The company does not hold any collateral as security over any receivable balance, nor
does it hold any restrictions of title.
Some of the unimpaired trade receivables are past due, $17,686,187 (2012: $9,134,398)as at the
reporting date.
These relate to a number of independent customers for whom there is no recent history of default.
Other receivable balance in 2012 represents cash refundable from equipment supplier due to cancellation of
initial purchase contract.
The number of ordinary shares used in the calculation of the diluted earnings per share is the same as the
number used in the calculation of basic earnings per share, as options are not considered to be dilutive.
NOTE 9: DIVIDENDS
No dividends have been declared during the year (2012: nil).
48
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
2013 2012
$ $
NOTE 10: OTHER CURRENT ASSETS
11,851,838 -
Drilling Equipment
At cost 7,168,547 6,055,918
Accumulated depreciation (1,322,255) (561,612)
Provision for impairment (350,748) (293,615)
Total drilling equipment 5,495,544 5,200,691
Motor Vehicles
At cost 1,499,674 1,006,492
Accumulated depreciation (291,280) (139,844)
Provision for impairment (74,747) (62,571)
Total motor vehicles 1,133,647 804,077
Office equipment
At cost 103,985 34,481
Accumulated depreciation (16,162) (7,759)
Provision for impairment (3,258) (2,727)
Total office equipment 84,565 23,995
49
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
2013 2012
$ $
(a) Reconciliations
Drilling Equipment
Opening carrying amount 5,200,691 852,389
Additions 22,510 4,671,860
Depreciation expenses (592,454) (360,584)
Impairment expenses - (320)
Exchange differences 864,797 37,346
Closing carrying amount 5,495,544 5,200,691
Motor Vehicles
Opening carrying amount 804,077 517,725
Additions 188,135 347,204
Depreciation expenses (112,990) (59,166)
Exchange differences 254,425 (1,686)
Closing carrying amount 1,133,647 804,077
Office Equipment
Opening carrying amount 23,995 13,200
Additions 61,709 14,533
Depreciation expenses (6,271) (3,669)
Exchange differences 5,132 (69)
Closing carrying amount 84,565 23,995
CURRENT
Trade payable 1,818,807 1,117,294
Salaries payable 1,691,676 733,106
Related party payables 4,702,513 5,700,467
Other taxes payable 1,174,930 -
Sundry creditors and accruals 106,280 20,793
9,494,206 7,571,660
50
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
2013 2012
$ $
At shareholder’s meetings each ordinary share is entitled to one vote when a poll is called, otherwise each
shareholder has one vote on a show of hands.
Options
Number of
options $
Opening balance at 1 January 2013 - -
Options issued to directors 16,000,000 48,000
Options issued on Initial Public Offering (IPO) 12,829,309 -
Balance at 31 December 2013 28,829,309 48,000
Capital management
When managing capital, management's objective is to ensure the group continues as a going concern as well
as to maintain optimal returns to shareholders and benefits for other stakeholders. This is achieved through
the monitoring of historical and forecast performance and cash flows. The company’s debt and capital
includes ordinary share capital and financial liabilities, supported by financial assets. There are no externally
imposed capital requirements.
Management effectively manages the company’s capital by assessing the company’s financial risks and
adjusting its capital structure in response to changes in these risks and in the market. These responses
include the management of debt levels, distributions to shareholders and share issues.
Management monitors capital through the gearing ratio (net debt / total capital). The gearing ratios for the
years ended 31 December 2013 and 31 December 2012 are:
51
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
2013 2012
$ $
NOTE 13: SHARE CAPITAL (CONTINUED)
38,932,990 13,824,675
Total equity
(ii) Hong Kong Lishida Development Co. Ltd is the intermediate parent entity of DaqingHuaaoShengfeng
Oil Field Technology Ltd.
52
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Pursuant to a share transfer agreement dated 7 August 2012, Hong Kong Lishida Development Co. Ltd
and its controlled entities, DaqingHuaaoShengfeng Oil Field Technology LtdandZhaodongHuaying Oil
Drilling Services became wholly owned subsidiariesofSino Australia Oil and Gas Ltd. Through this
transaction, effective control of Lishida was passed to Sino Australia.
Sino Australia Oil and Gas and Hong Kong Lishida Development Co. Ltd. are owned and controlled by the
same shareholder (before and after the business combination) therefore the business combination
represents a common control transaction.
The transaction is one referred to in AASB 3 “Business Combination” as a business combination under
common control. A predecessor value method is used to account for the business combination under
common control.
In addition, the Group has also entered into lease agreements with two drilling related equipment suppliers,
Beijing Ou Sheng Wen and Hua Fu. Total lease expense is dependent on the number of wells drilled using
the hired equipment with lease expense being $43,035 (2012: $36,022) and $44,328 (2012: $35,558) per
well respectively.
53
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
The Group has committed its further capital expenditure for the purchase of three units of drilling related
equipment totalling $7,868,220 (2012: $10,976,000). The amount is payable within 12 months.
To further elaborate, there were two equipment purchase contracts and a supplementary agreement signed
between ZhaodongHuaying Oil Drilling Service Company (Huaying) and Zhaodong Continental Oil
Machinery Manufacturing Company (Continental) in 2013.
The contract signed on 1 April 2013 was for two units of the equipment. Huaying had paid a deposit of
RMB42.6 million, which was 60% the contracted amount.
The contract signed on 1 August 2013 was for one unit of the equipment. Huaying had paid a deposit of
RMB21.3 million, which was also 60% of the contracted amount.
Because there was a need for the equipment to be adjusted for Huaying’s unique requirements during
installation, a supplementary agreement was signed on the 15 August 2013 after negotiation and
consultation between Huaying and Continental. Both parties agreed to extend the payment of the
outstanding amount (40% of the payment of each set of equipment) and delivery of the three sets of
equipment to May, July and 30 August 2014 respectively.
The Group has no contingent liabilities or contingent assets as at 31 December 2013. (2012: $nil).
The Group has identified its operating segments based on the internal reports that are reviewed and used by
the board of directors and management (chief operating decision maker) in assessing performance and
determining the allocation of resources.
The Group is engaged in providing drilling services through the deployment of its patented technology. It
provides Enhanced Oil Recovery (EOR) services and underground work consultations to oil and gas drilling
enterprises through its wholly owned subsidiary ZhaodongHuaying Oil Drilling Services in mainland China.
54
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Drilling Well
12 months ended 31 December 2012 Total
maintenance
$ $ $
Revenue
Sales revenue 22,711,274 622,710 23,333,984
55
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
2013 2012
$ $
Reconciliation of Cash Flow from Operations with Profit after 8,395,837 8,016,315
Income Tax
Profit/(loss) after income tax
56
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
a. Names and positions held of consolidated and parent entity key management personnel in office at
any time during the financial year are:
Details of key management personnel remuneration have been included in the Remuneration Report
section of the Directors Report.
57
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
c. Shareholdings
Directors
Andrew Faulkner**** - - - - -
Executives
Tiesen Sun - - - - -
Tianxiang Shao - - - - -
* Portion of shares allocated to Mr Tianpeng Shao following issue of 193,170,400 Ordinary Shares by Sino Oil
and Gas Limited for the acquisition of Lishida Development (HK) Limited.
** Portion of shares allocated to Green Peace Holdings Co Ltd (entity related to Xianfeng Yin) following issue
of 19,220,455 Ordinary Shares by Sino Oil and Gas Limited for the acquisition of Lishida Development (HK)
Limited.
*** Portion of shares allocated to Pengfu Development Co Ltd (entity related to Zhanhua Yuan) following
issue of 19,297,723 Ordinary Shares by Sino Oil and Gas Limited for the acquisition of Lishida Development
(HK) Limited.
****Mr Wayne Johnson and Mr Andrew Faulkner have been removed as directors in March 2014.
58
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
On 14 March 2014, the Company and three of its Directors (Mr Tianpeng Shao, Mr Ruiyu He and Ms Heyan
Wang) were served with a copy of Orders made by the Federal Court of Australia following an application
made by the Australian Securities and Investment Commission (ASIC) relating to alleged breaches of the
Corporations Act. Ms Heyan Wang has resigned subsequently in March 2014.
ASIC is conducting an investigation into whether there were any material omissions in the disclosures in the
capital raising Prospectus Documents or other contraventions of the Corporations Act. ASIC has commenced
a proceeding in the Federal Court seeking orders restraining the Company from transferring funds out of its
bank accounts in Australia. There is currently an injunction restraining the Company transferring funds.
The related investigation is ongoing.
The Board through its legal counsel is in dialogue with ASIC regarding the orders obtained by ASIC with a
view to having these lifted to enable the Company to support its operating subsidiary in accordance with its
commitments.
As a direct consequence of the ASIC actions to freeze the Company’s bank accounts in Australia, the
Company has not been able to utilise the majority of the funds raised in the IPO to purchase the specialised
equipment outlined in the Prospectus.
This has and will result in a monthly loss of profit of AUD 330,000. Included in this is the cost of fully trained
engineers and technicians who have been employed and trained to operate the equipment but currently
remain idle, additional costs have also been incurred to lease/hire specialised equipment to perform some of
the duties in satisfying the high growth in new sales contract received by the SAO subsidiary.
The operating costs of this leased/hire equipment are much higher than would have resulted by utilising the
equipment planned to be purchased from the IPO funds.
Mr Ruiyu He, Mr Wrixon Gasteen, Mr David Cornwell, and Mr Guangbin Zhong have been appointed as
independent non-executive directors in March 2014, with Mr Wayne Johnson and Mr Andrew Faulkner
removed as directors in March 2014.
No other matters or circumstances have arisen since the end of the year which significantly affected, or may
significantly affect, the operations of the consolidated entity, the results of those operations or state of
affairs of the consolidated entity in future financial years.
59
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
2013 2012
Related party transactions Related to $ $
60
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Amounts receivable from and payable to key management personnel and the Group at balance date comprise
the following:
Receivable Payable to
from related related party
31 December 2013
party
$ $
Guishen Shao - 1,926,506
Tianpeng Shao - 1,643,840
Liang Ma - 750,758
Tianxiang Shao - 323,123
Tianpeng Shao and Xianfeng Yin (Salaries payable) - 387,728
Pitcher Partners SA Pty Ltd - 34,148
Nobleman Ventures - 24,138
- 5,090,241
Receivable Payable to
from related related party
31 December 2012
party
$ $
Guishen Shao - 3,158,703
Tianpeng Shao - 78,788
Liang Ma - 875,769
Xianfeng Yin - 692,073
Tianxiang Shao - 895,134
- 5,700,467
61
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
The Group is exposed to various risks in relation to financial instruments. The Group’s financial assets and
liabilities consist of:
• Notes payable
The main types of risks are market risk, credit risk and liquidity risk.
The Group’s risk management is coordinated at its headquarters, in close cooperation with the board of
directors, and focuses on actively securing the Group's short to medium-term cash flows by minimising the
exposure to financial markets.
The Group does not actively engage in the trading of financial assets for speculative purposes nor does it write
options. The most significant financial risks to which the Group is exposed are described below.
62
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
The main risks the Group is exposed to through its financial instruments are credit risk, interest rate risk,
liquidity risk and customer concentration risk. The Group does not have any significant exposure to price risk
and foreign currency risk.
The Group does not have significant balances denominated in currency other than the functional currency of
the respective companies within the Group.
Credit risk
Credit risk is managed on a group basis and reviewed regularly by the finance committee. It arises from
exposures to customers as well as through deposits with financial institutions.
The maximum exposure to credit risk, excluding the value of any collateral or other security, at reporting date
to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as
disclosed in the statement of financial position and notes to the financial statements.
The Company performs ongoing credit evaluation of its customers’ financial condition and requires no
collateral from its customers. The allowance for doubtful debts is based upon a review of the expected
collectability of all trade and other receivables.
There are no other material amounts of collateral held as security at 31 December 2013.
Price risk
Liquidity risk
Liquidity risk is the risk that the Group might be unable to meet its obligations. The Group manages its
liquidity needs by monitoring scheduled debt servicing payments for financial liabilities as well as forecast
cash inflows and outflows due in day-to-day business.
The Group’s exposure to interest rate risk is low as it relates principally to its short term deposits placed with
financial institutions. The Group does not currently have any interest bearing financial liabilities.
The Group’s exposure to customer concentration risk relates to its dependence on major customers. The
Group’s top 5 customers in 2013 generated more than 90% of the Group’s revenues during the financial
period.
63
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
The table below reflect the undiscounted contractual settlement terms for financial instruments of a fixed
period of maturity, as well as management’s expectations of the settlement period for all other financial
instruments.
receivables
Total
Financial 8,719,858 573,024 - - 21,544,996 15,554,683 30,264,854 16,127,707
Assets
Financial
Liabilities:
Trade and
- - - - - - 9,494,206 7,571,660 9,494,206 7,571,660
other payables
Total
Financial - - - - 9,494,206 7,571,660 9,494,206 7,571,660
Liabilities
Net Financial
20,770,648 8,556,047
Assets
64
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
The Group has performed sensitivity analysis relating to its financial instrument’s exposure to interest rate at
reporting date. The Group’s financial instruments do not have significant exposure to price risk and foreign
exchange risk.
The Group’s exposure to interest rate risks relates principally to short term deposits placed with financial
institutions in which the impact of +/- 5% in interest rates will not have a significant impact on the Company’s
profit and equity.
The Group’s maximum exposure to credit risk is limited to the carrying amount of financial assets recognised
at the reporting date, as summarised below:
2013 2012
$
$
Classes of financial assets -
Carrying amounts:
Cash and cash equivalents 8,719,858 573,024
The Group’s management considers that all of the above financial assets that are not impaired or past due for
each of the 31 December reporting dates under review are of good credit quality.
65
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Financial assets and financial liabilities measured at fair value in the statement of financial position are
grouped into three Levels of a fair value hierarchy. The three Levels are defined based on the observability
of significant inputs to the measurement, as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly
The value of the Group’s financial assets and financial liabilities are determined by its short-term book value
which is also its fair value.
66
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
2013 2012
$ $
Assets
Liabilities
Non-Current Liabilities - -
Equity
Financial Performance
The Parent entity has no contingent liabilities or contingent assets at 31 December 2013 (2012: nil).
67
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Director Options
1. On 15 February 2013, 6,000,000 share options were granted to Mr Tianpeng Shao to take up ordinary
shares at an exercise price of $0.75. The options are exercisable from 12 December 2013.
2. On 15 February 2013, 5,000,000 share options were granted to Mr Wayne Johnson to take up ordinary
shares at an exercise price of $0.75. The options are exercisable from 12 December 2013.
3. On 15 February 2013, 5,000,000 share options were granted to Mr Andrew Faulkner to take up
ordinary shares at an exercise price of $0.75. The options are exercisable from 12 December 2013.
The options have been valued using the Black-Scholes option pricing model based on the following
assumptions: an exercise price of $0.75, stock price of $0.07 based on the net asset position of the Group
as at 31 December 2012, 4 year duration and volatility of 60% and risk free interest rate of 5%.
The following reconciles the outstanding share options granted at the beginning and end of the financial
year:
68
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
The accounting standards that have not been early adopted for the year ended 31 December 2013, but will
be applicable to the group in future reporting periods, are detailed below. Apart from these standards, other
accounting standards that will be applicable in future periods have been reviewed, however they have been
considered to be insignificant to the group.
At the date of authorisation of these financial statements, certain new standards, amendments and
interpretations to existing standards have been published but are not yet effective, and have not been
adopted early by the Group.
Management anticipates that all of the relevant pronouncements will be adopted in the Group's accounting
policies for the first period beginning after the effective date of the pronouncement. Information on new
standards, amendments and interpretations that are expected to be relevant to the Group’s financial
statements is provided below. Certain other new standards and interpretations have been issued but are not
expected to have a material impact on the group's financial statements.
AASB 9 introduces new requirements for the classification and measurement of financial assets and liabilities.
These requirements improve and simplify the approach for classification and measurement of financial assets
compared with the requirements of AASB 139. The main changes are:
- Financial assets that are debt instruments will be classified based on (1) the objective of the entity’s
business model for managing the financial assets; and (2) the characteristics of the contractual cash
flows.
- Allows an irrevocable election on initial recognition to present gains and losses on investments in equity
instruments that are not held for trading in other comprehensive income (instead of in profit or loss).
Dividends in respect of these investments that are a return on investment can be recognised in profit or
loss and there is no impairment or recycling on disposal of the instrument.
- Financial assets can be designated and measured at fair value through profit or loss at initial recognition
if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would
arise from measuring assets or liabilities, or recognising the gains and losses on them, on different bases.
- Where the fair value option is used for financial liabilities the change in fair value is to be accounted for
as follows;
The change attributable to changes in credit risk are presented in other comprehensive income
(OCI) and;
If this approach creates or enlarges an accounting mismatch in the profit or loss, the effect of the changes in
credit risk are also presented in profit or loss.
Otherwise, the following requirements have generally been carried forward unchanged from AASB 139 into
AASB 9:
Consequential amendments arising from AASB 9 are contained in AASB 2010-7 Amendments to Australian
Accounting Standards arising from AASB 9 (December 2010), AASB 2010-10 Further Amendments to
Australian Accounting Standards – Removal of Fixed Dates for First-time Adopters and AASB 2012-6
Amendments to Australian Accounting Standards – Mandatory Effective Date of AASB 9 and Transition
Disclosures.
69
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
NOTE 28: NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS (CONTINUED)
In December 2013, the AASB published AASB 2013-9 Amendments to Australian Accounting Standards –
Conceptual Framework, Materiality and Financial Instruments which, among other things:
Added a new chapter on hedge accounting into AASB 9, substantially overhauling previous
accounting requirements in this area;
Allowed the changes to address the so-called “own credit” issue that were already included in
AASB 9 to be applied in isolation without the need to change any other accounting for financial
instruments; and
Deferred the mandatory effective date of AASB 9 from “1 January 2015” to “1 January 2017”.
There will be no impact on the Group’s accounting for financial liabilities, as the new requirements only affect
the accounting for financial liabilities that are designated at fair value through profit or loss and the Group
does not have any such liabilities. The de-recognition rules have been transferred from AASB 139 Financial
Instruments: Recognition and Measurement and have not been changed. The Group has not yet decided
when to adopt AASB 9.
Annual Improvements to IFRSs 2010–2012 Cycle is a collection of amendments to IFRSs in response to eight
issues addressed during the 2010–2012 cycle for annual improvements to IFRSs
Among other improvements, the amendments clarify that the definition of a ‘related party’ includes a
management entity that provides key management personnel services to the reporting entity (either directly
or through a group entity), and amend IFRS 8 Operating Segments to explicitly require the disclosure of
judgements made by management in applying the aggregation criteria.
When these amendments are first adopted for the year ended 31 December 2015, there will be no material
impact on the entity.
(iii) AASB 1053 Application of Tiers of Australian Accounting Standards. AASB 2010-2
Amendments to Australian Accounting Standards arising from Reduced Disclosure Requirements
AASB 1053 establishes a differential financial reporting framework consisting of two Tiers of reporting
requirements for preparing general purpose financial statements:
Tier 2 comprises the recognition, measurement and presentation requirements of Tier 1 and substantially
reduced disclosures corresponding to those requirements. The following entities apply Tier 1 requirements in
preparing general purpose financial statements:
a) for-profit entities in the private sector that have public accountability; and
70
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
NOTE 28: NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS (CONTINUED)
The following entities apply either Tier 2 or Tier 1 requirements in preparing general purpose financial
statements:
c) public sector entities other than the Australian Government and State, Territory and Local
Governments.
When these amendments are first adopted for the year ending 31 December 2014, they are unlikely to have
any significant impact on the Group.
(iv) AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key
Management Personnel Disclosure Requirements
The Standard amends AASB 124 Related Party Disclosures to remove the individual key management
personnel (KMP) disclosures required by Australian specific paragraphs. This amendment reflects the AASB’s
view that these disclosures are more in the nature of governance disclosures that are better dealt within the
legislation, rather than by the accounting standards.
On 28 June 2013, the Australian government passed Corporations and Related Legislation Amendment
Regulation 2013 (No.1) which inserts these disclosures, with minor changes, into Corporations Regulations
2001. For financial years commencing on or after 1 July 2013, these disclosures are required to be included
in remuneration reports of listed companies.
When these amendments are first adopted for the year ending 31 December 2014, they are unlikely to have
any significant impact on the Group as the entity is a Tier 1 entity.
(v) AASB 2012-3 Amendments to Australian Accounting Standards – Offsetting Financial Assets
and Financial Liabilities
AASB 2012-3 adds application guidance to AASB 132 to address inconsistencies identified in applying some
of the offsetting criteria of AASB 132, including clarifying the meaning of “currently has a legally enforceable
right of set-off” and that some gross settlement systems may be considered equivalent to net settlement.
When AASB 2012-3 is first adopted for the year ended 31 December 2014, there will be no impact on the
Group as this standard merely clarifies existing requirements in AASB 132.
These narrow-scope amendments address disclosure of information about the recoverable amount of
impaired assets if that amount is based on fair value less costs of disposal.
When developing IFRS 13 Fair Value Measurement, the IASB decided to amend IAS 36 Impairment of Assets
to require disclosures about the recoverable amount of impaired assets. The IASB noticed however that some
of the amendments made in introducing those requirements resulted in the requirement being more broadly
applicable than the IASB had intended. These amendments to IAS 36 therefore clarify the IASB’s original
intention that the scope of those disclosures is limited to the recoverable amount of impaired assets that is
based on fair value less costs of disposal
When these amendments are adopted for the first time on 1 January 2014, they are unlikely to have any
significant impact on the Group given that they are largely of the nature of clarification of existing
requirements.
71
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
NOTE 28: NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS (CONTINUED)
AASB 2013-4 makes amendments to AASB 139 Financial Instruments: Recognition & Measurement to permit
the continuation of hedge accounting in circumstances where a derivative, which has been designated as a
hedging instrument, is novatedfrom one counterparty to a central counterparty as a consequence of laws or
regulations.
When these amendments are adopted for the first time on 1 January 2014, they are unlikely to have any
significant impact on the Group given that they are largely of the nature of clarification of existing
requirements.
The amendments in AASB 2013-5 provide an exception to consolidation to investment entities and require
them to measure unconsolidated subsidiaries at fair value through profit or loss in accordance with AASB 9
Financial Instruments (or AASB 139 Financial Instruments: Recognition and Measurement where AASB 9 has
not yet been adopted). The amendments also introduce new disclosure requirements for investment entities
that have subsidiaries.
These amendments apply to investment entities, whose business purpose is to invest funds solely for returns
from capital appreciation, investment income or both.
When this standard is first adopted for the year ended 31 December 2014, there will be no impact on the
entity because the parent entity does not meet the definition of ‘investment entity’. Hence, the entity is still
required to consolidate.
AASB Interpretation 21 addressed how an entity should account for liabilities to pay levies imposed by
governments, other than income taxes, in its financial statements (in particular, when the entity should
recognise a liability to pay a levy).
AASB Interpretation 21 is an interpretation of AASB 137 Provisions, Contingent Liabilities and Contingent
Assets. AASB 137 sets out criteria for the recognition of a liability, one of which is the requirement for the
entity to have a present obligation as a result of a past event (known as an obligating event). The
Interpretation clarifies that the obligating event that gives rise to a liability to pay a levy is the activity
described in the relevant legislation that triggers the payment of the levy. For example, if the activity that
triggers the payment of the levy is the generation of revenue in the current period and the calculation of that
levy is based on the revenue that was generated in a previous period, the obligating event for that levy is the
generation of revenue in the current period. The generation of revenue in the previous period is necessary,
but not sufficient, to create a present obligation.
When this interpretation is adopted for the first time on 1 January 2014, there will be no significant impact on
the financial statements as the Group is not subject any levies addressed by this interpretation.
There are no other standards that are not yet effective and that are expected to have a material impact on the
entity in the current or future reporting periods and on foreseeable future transactions.
The Group has not elected to early adopt any new standards or amendments that are issued but not yet
effective and has not yet assessed the impact of these standards.
72
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
NOTE 28: NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS (CONTINUED)
Annual Improvements to IFRSs 2011–2013 Cycle is a collection of amendments to IFRSs in response to four
issues addressed during the 2011–2013 cycle.
Among other improvements, the amendments clarify that an entity should assess whether an acquired
property is an investment property under IAS 40 Investment Property and perform a separate assessment
under IFRS 3 Business Combinations to determine whether the acquisition of the investment property
constitutes a business combination.
When these amendments are first adopted for the year ended 31 December 2015, there will be no material
impact on the entity.
Registered Office
1 Market Street
Level 13
Incubator Building
Daqing City,
Heilongjiang Province
China
Website
www.sinoaustoil.com
Registry Details
Applecross WA 6153
73
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Directors’ declaration
1. In the opinion of the directors of Sino Australia Oil and Gas Limited:
a. the consolidated financial statements and notes of Sino Australia Oil and Gas Limited are in accordance
with the Corporations Act 2001, including
i. giving a true and fair view of its financial position as at 31 December 2013 and of its performance for
the financial year ended on that date; and
ii. complying with Australian Accounting Standards (including the Australian Accounting Interpretations)
and the Corporations Regulations 2001; and
b. there are reasonable grounds to believe that Sino Australia Oil and Gas Limited will be able to pay its debts
as and when they become due and payable.
2. The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from
the chief executive officer and chief financial officer for the financial year ended 31 December 2013.
3. Note 1 confirms that the consolidated financial statements also comply with International Financial Reporting
Standards.
Tianpeng Shao
Chairman
74
Level 1,
67 Greenhill Rd
Wayville SA 5034
Correspondence to:
GPO Box 1270
Adelaide SA 5001
T 61 8 8372 6666
F 61 8 8372 6677
E [email protected]
W www.grantthornton.com.au
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We
conducted our audit in accordance with Australian Auditing Standards. Those standards
require us to comply with relevant ethical requirements relating to audit engagements and
plan and perform the audit to obtain reasonable assurance whether the financial report is
free from material misstatement.
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current
scheme applies.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial report. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of the financial
report, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the
Company’s preparation of the financial report that gives a true and fair view in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company’s internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Directors, as well as evaluating the
overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the
Corporations Act 2001.
Auditor’s opinion
In our opinion:
a the financial report of Sino Australia Oil and Gas Limited is in accordance with the
Corporations Act 2001, including:
i giving a true and fair view of the Company’s and consolidated entity’s financial
position as at 31 December 2013 and of their performance for the year ended
on that date; and
b the financial report also complies with International Financial Reporting Standards as
disclosed in the notes to the financial statements.
S J Gray
Partner – Audit & Assurance
Additional information required by the ASX Limited Listing Rules and not disclosed elsewhere in this report is set
out below. The information is effective as at 3 April 2014.
Substantial Shareholders
The number of substantial shareholders and their associates are set out below:
Voting Rights
Ordinary shares On a show of hands, every member present at a meeting in person
or by proxy shall have one vote and upon a poll each share shall
have one vote
1 – 1,000 34 3,240 -
78
Sino Australia Oil & Gas Limited and Controlled Entities
ABN 85 159 714 397
Ordinary Shares
Twenty largest shareholders Number Held %of issued shares
215,462,491 98.18%
Share Options
Twenty largest options holders Number Held %of issued options
Share Options
Twenty largest options holders Number Held %of issued options
11,271,706 87.87%
Securities exchange
The Company is listed on the Australian Securities Exchange.
80