EMPOWER THE EMERGING MARKETS FOUNDATION (HONG KONG) LIMITED

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1 EMPOWER THE EMERGING MARKETS FOUNDATION (HONG KONG) LIMITED REPORTS AND FINANCIAL STATEMENTS FOR THE PERIOD FROM 16 MARCH 2011 (DATE OF INCORPORATION) TO 30 JUNE 2011 James Ngai & Partners CPA Limited CERTIFIED PUBLIC ACCOUNTANTS Member of Russell Bedford International, a global network of independent accountancy firms with affiliated offices worldwide.

2 Reports and financial statements Contents Pages Report of the directors 1-2 Independent auditors report 3 Income and expenditure account and statement of comprehensive income 4 Balance sheet 5 Statement of changes in fund 6 Cash flow statement 7 Notes to the financial statements 8-13

3 Report of the directors The directors have pleasure in presenting herewith their report together with the audited financial statements for the period from 16 March 2011 (date of incorporation) to 30 June Principal place of business EMpower - The Emerging Markets Foundation (Hong Kong) Limited (the Company ) is a charitable Company incorporated and domiciled in Hong Kong and has its registered office at Room 1708, Dominion Centre, Queen s Road East, Wanchai, Hong Kong. Principal activities The principal activities of the Company are to raise funds and disburse funds to locally led organisations to support at-risk youth in 14 countries. Financial statements The results of the Company for the period from 16 March 2011 (date of incorporation) to 30 June 2011 are set out in the income and expenditure account on page 4 and the state of the Company s affairs as at that date are set out in the financial statements on pages 5 to 13. Grants making Grants made by the Company during the period amounted to USD131,000. Directors The directors of the Company during the period and up to the date of the report were: FOO Yin Pheng (appointed on 16 March 2011) Marta CABRERA (appointed on 16 March 2011) The Articles of Association of the Company do not provide for mandatory retirement of directors if the Company has only two directors, both directors will continue in office for the ensuing year. 1

4 Report of the directors Directors interests Except for the transaction as disclosed in note 6 to the financial statements, no other contracts of significance to which the Company was a party, and in which a director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the period. At no time during the period was the Company a party to any arrangements to enable the directors of the Company to acquire benefits by means of acquisition of shares in or debentures of the Company or any other body corporate. Management contracts No contracts concerning the management and administration of the whole or any substantial part of the business of the Company were entered into or existed during the period. Auditors The financial statements have been audited by Messrs. James Ngai & Partners CPA Limited, Certified Public Accountants, and a resolution of reappoint them as auditors will be proposed at the forthcoming Annual General Meeting. For and on behalf of the Board Chairman Dated: 2

5 James Ngai & Partners CPA Limited 倪 雅 各 會 計 師 事 務 所 有 限 公 司 Room 1708 Dominion Centre, Queen s Road East, Wanchai, Hong Kong Tel: Fax: Independent auditors report To the member of EMpower - The Emerging Markets Foundation (Hong Kong) Limited (Incorporated in Hong Kong and limited by guarantee) We have audited the financial statements of EMpower - The Emerging Markets Foundation (Hong Kong) Limited (the Company ) set out on pages 4 to 13, which comprise the balance sheet as at 30 June 2011, and the income and expenditure account, statement of comprehensive income, statement of changes in fund and cash flow statement for the period from 16 March 2011 (date of incorporation) to 30 June 2011, and a summary of significant accounting policies and other explanatory notes. Directors responsibility for the financial statements The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors responsibility It is our responsibility to form an independent opinion, based on our audit, on these financial statements and to report our opinion solely to you, as a body, in accordance with section 141 of the Hong Kong Companies Ordinance, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. We conducted our audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants. These standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making these risk assessments, the auditors consider internal control relevant to the entity s preparation of financial statements that give 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 entity 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 statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements give a true and fair view of the state of the Company s affairs as at 30 June 2011 and of its surplus and cash flows for the period from 16 March 2011 (date of incorporation) to 30 June 2011 in accordance with Hong Kong Financial Reporting Standards and have been properly prepared in accordance with the Hong Kong Companies Ordinance. James Ngai & Partners CPA Limited Certified Public Accountants Hong Kong, Ho Kit Man Practising Certificate Number P Certified Public Accountants Member of Russell Bedford International, a global network of independent accountancy firms with affiliated offices worldwide.

6 Income and expenditure account and statement of comprehensive income For the period from 16 March 2011 (date of incorporation) to 30 June 2011 USD Contributions 141,567 Less: Expenses Accounting fee 544 Audit fee 1,700 Bank charges 232 Printing and postage 476 Exchange loss, net 16 Fundraising expenses 424 Grants 131,000 Telephone and internet 15 Travel and transportation 5, ,411 Surplus for the period and comprehensive income for the period 2,156 4

7 Balance sheet At 30 June 2011 Note 2011 USD Current assets Contributions receivable 60,000 Bank balances 47, ,320 Current liabilities Amounts due to related companies 5 102,860 Accounts payable and accrued expenses 2, ,164 Net current assets and net assets 2,156 Representing: Surplus fund 2,156 Approved by the Board of Directors on Director Director 5

8 Statement of changes in fund USD Balance at 16 March Surplus and comprehensive income for the period 2,156 Balance at 30 June ,156 6

9 Cash flow statement For the period from 16 March 2011 (date of incorporation) to 30 June 2011 USD Surplus for the period and before working capital changes 2,156 Increase in contributions receivable (60,000) Increase in amounts due to related companies 102,860 Increase in accounts payable and accrued expenses 2,304 Cash generated from operations 47,320 7

10 Notes to the financial statements 1. Corporate status The Company is a charitable organisation incorporated under the Hong Kong Companies Ordinance as a Company limited by guarantee and not having a share capital. The liability of the members is limited to HKD100 per member in the event of the Company being wound up, whilst they remain members, or within one year after they cease to be members. The address of its registered office is Room 1708, Dominion Centre, Queen s Road East, Wanchai, Hong Kong. Its principal activities are to raise funds and disburse funds to locally led organisations to support at-risk youth. 2. Principal accounting policies (a) Statement of compliance The financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards ( HKFRSs ) issued by the Hong Kong Institute of Certified Public Accountants ( HKICPA ) and the requirements of the Hong Kong Companies Ordinance. A summary of the significant accounting policies adopted by the Company is set out below. (b) Basis of preparation of the financial statements The financial statements have been prepared on the historical cost basis. Up to the date of issuance of these financial statements, the HKICPA has issued a number of amendments, new standards and interpretations which are not yet effective for the period from 16 March 2011 (date of incorporation) to 30 June 2011 and which have not been adopted in these financial statements. The Company is in the process of making an assessment of what the impact of these amendments, new standards and new interpretations is expected to be in the period of initial application. It is concluded that, apart from certain presentational changes, the adoption of these amendments, new standards and new interpretations is unlikely to have a significant impact on the Company s results of operations and financial position. 8

11 Notes to the financial statements 2. Principal accounting policies (Cont d) (c) Revenue recognition Contributions are recognised when the donor makes a promise to give to the Company. (d) Income tax The Company has been exempted from paying Hong Kong Profits Tax under Section 88 of the Inland Revenue Ordinance. (e) Impairment of assets Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Where an impairment loss subsequently reverses, the carrying amount of the asset (cashgenerating unit) is increased to the revised estimate of its recoverable amount to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the assets (cash-generating unit) in prior periods. A reversal of an impairment loss is recognised immediately in the income and expenditure account. (f) Receivables Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. When the effect of discounting would be immaterial, the receivables are stated at cost. (g) Cash and cash equivalents Cash and cash equivalents are short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of change in value. 9

12 Notes to the financial statements 2. Principal accounting policies (Cont d) (h) Translation of foreign currencies (i) Functional and presentation currency Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency ). The financial statements are presented in United States Dollar, which is the Company s functional and presentation currency. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income. (i) Related parties For the purposes of these financial statements, parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals (being members of key management personnel, significant shareholders and/or their close family members) or other entities and include entities which are under the significant influence of related parties of the Company where those parties are individuals, and post-employment benefit plans which are for the benefit of employees of the Company or of any entity that is a related party of the Company. 10

13 Notes to the financial statements 3. Directors emoluments For the period from 16 March 2011 (date of incorporation) to 30 June 2011 USD Directors emoluments - Fees - - Other emoluments - 4. Taxation The Company has been exempted from paying Hong Kong Profits Tax under Section 88 of the Inland Revenue Ordinance. 5. Amounts due related companies Amounts due to related companies are unsecured, interest-free and repayable on demand. 6. Related party transactions During the period, the Company undertook the following material related party transaction:- For the period from 16 March 2011 (date of incorporation) to 30 June 2011 USD Contributions from a director, FOO Yin Pheng 40,000 The directors were of the opinion that the above transaction was entered into in the normal course of operation and at terms agreed between the Company and the director. 11

14 Notes to the financial statements 6. Related party transactions (Cont d) Amount due from a director included in contributions receivable as at balance sheet date, disclosed pursuant to Section 161B of the Hong Kong Companies Ordinance, is as follows: Director : FOO Yin Pheng Terms of the balance - Duration and repayment : No specific terms - Interest rate : Nil - Security : Nil Balance at 30 June 2011 : USD25,000 Balance at 16 March 2011 : Nil Maximum balance outstanding during the period : USD25,000 Provision made as at 30 June 2011 : Nil 7. Financial instruments The Company has exposure to credit, liquidity and fair value risks arise in the normal course of the Company s business. These risks are limited by the Company s financial management policies and practices described below: (a) Credit risk The Company s credit risk is primarily attributable to contributions receivable and bank balances. The Company takes action in reminding donors on outstanding but promised contributions to ensure collectability. The Company s bank balances were held by a financial institution located in Hong Kong, which management believes is of high credit rating. Accordingly the overall credit risk is considered limited. 12

15 Notes to the financial statements 7. Financial instruments (Cont d) (b) Liquidity risk Management of the Company aims to maintain sufficient cash to meet its demand in daily operation. In the opinion of the directors, the Company has a solid financial position and the exposure to liquidity risk is minimal. (c) Fair value The carrying amounts of the Company s financial instruments approximate their fair values due to their short maturities. 8. Capital risk management The Company s objectives when managing capital are to safeguard the Company s ability to continue as a going concern in order to continue its charitable activities. As at 30 June 2011, the Company did not have any external borrowings and is financially supported by a member and a related company. The Company has no specific capital management policy and is not subject to externally imposed capital requirements. 9. Comparative figures The financial statements are the first statutory financial statements of the Company and therefore no comparative figures are presented. 10. Approval of financial statements The financial statements were approved by the Board of Directors on. 13

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