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China Risun Group Limited Interim / Quarterly Report 2019

Aug 20, 2019

50256_rns_2019-08-19_c7d19b1e-24a1-42ca-8659-5cb7d39567f7.pdf

Interim / Quarterly Report

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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CHINA RISUN GROUP LIMITED 中國旭陽集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1907)

INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED JUNE 30, 2019

HIGHLIGHTS

  • Revenue for the six months ended June 30, 2019 was approximately RMB10,123.8 million, representing an increase of approximately 0.28% as compared with the corresponding period in 2018;

  • Profit attributable to owners of the Company for the six months ended June 30, 2019 was approximately RMB841.7 million, representing an increase of approximately 21.4% as compared with the corresponding period in 2018;

  • Basic earnings per share of the Company for the six months ended June 30, 2019 was RMB22.14 cents, representing an increase of approximately 1.7% as compared with the corresponding period in 2018; and

  • Subsequent to the end of the current interim period, the Board determined that 2019 interim dividend of HK6.89 cents (equivalent to approximately RMB6.18 cents) per share, with total dividend amount of HK$281,748,000 (equivalent to approximately RMB252,762,000) (2018: Nil).

  • 1 -

The board (the “ Board ”) of directors (the “ Directors ”) of China Risun Group Limited (the “ Company ”) is pleased to announce the unaudited consolidated results of the Company and its subsidiaries (collectively the “ Group ”) for the six months ended June 30, 2019 together with the unaudited comparative figures for the corresponding period in 2018 as follows:

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Notes
Revenue from contracts with customers
4
Cost of sales and services
Gross profit
Other income
5
Other gains and losses
Impairment losses reversed (recognized), net
Selling and distribution expenses
Administrative expenses
Listing expenses
Profit from operations
Finance costs
6
Share of results of associates
Share of results of a joint venture
Profit before taxation
7
Income tax expense
8
Profit for the period
Other comprehensive income
Item that may be reclassified subsequently to profit or loss:
Exchange differences arising on translating foreign operations
Other comprehensive income for the period
Total comprehensive income for the period
Profit for the period attributable to:
Owners of the Company
Non-controlling interests
Total comprehensive income for the period attributable to:
Owners of the Company
Non-controlling interests
Earnings per share (RMB cents)
10
Basic
Diluted
Six months
ended June 30,
2019
RMB’000
(Unaudited)
2018
RMB’000
(Unaudited)
10,123,838
10,095,572
(8,711,305)
(8,731,657)
1,412,533
1,363,915
77,832
95,476
98,791
21,381
30,052
30,784
(395,632)
(358,160)
(162,454)
(154,265)
(15,835)
(11,635)
1,045,287
987,496
(210,880)
(325,177)
14,119
40,654
193,181
157,142
1,041,707
860,115
(188,181)
(160,539)
853,526
699,576
15,711
2,726
15,711
2,726
869,237
702,302
841,741
693,425
11,785
6,151
853,526
699,576
857,452
696,151
11,785
6,151
869,237
702,302
22.14
21.78
22.14
N/A
Six months
ended June 30,
2019
RMB’000
(Unaudited)
2018
RMB’000
(Unaudited)
10,123,838
10,095,572
(8,711,305)
(8,731,657)
1,412,533
1,363,915
77,832
95,476
98,791
21,381
30,052
30,784
(395,632)
(358,160)
(162,454)
(154,265)
(15,835)
(11,635)
1,045,287
987,496
(210,880)
(325,177)
14,119
40,654
193,181
157,142
1,041,707
860,115
(188,181)
(160,539)
853,526
699,576
15,711
2,726
15,711
2,726
869,237
702,302
841,741
693,425
11,785
6,151
853,526
699,576
857,452
696,151
11,785
6,151
869,237
702,302
22.14
21.78
22.14
N/A
1,363,915
95,476
21,381
30,784
(358,160)
(154,265)
(11,635)
987,496
(325,177)
40,654
157,142
860,115
(160,539)
699,576
2,726
2,726
702,302
693,425
6,151
699,576
696,151
6,151
702,302
21.78
N/A
  • 2 -

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Notes
Non-current assets
Property, plant and equipment
11
Right-of-use assets
11
Prepaid lease payments
Goodwill
Intangible assets
Interests in associates
Interests in a joint venture
Financial assets at fair value through profit or loss
(“FVTPL”)
12
Other long term receivables and prepayments
Deferred tax assets
Restricted bank balances
15
Current assets
Inventories
Income tax prepayments
Other receivables
13
Trade and bills receivables measured at fair value through
other comprehensive income (“FVTOCI”)
13
Prepaid lease payments
Amounts due from related parties
Financial assets at FVTPL
12
Restricted bank balances
15
Cash and cash equivalents
Current liabilities
Financial liabilities at FVTPL
12
Trade and other payables
16
Contract liabilities
Dividends payable
9
Income tax payable
Bank and other loans
17
Lease liabilities/obligations under finance leases
Amounts due to related parties
Net current liabilities
Total assets less current liabilities
As at
June 30,
2019
RMB’000
(Unaudited)
9,283,602
1,268,816
-
31,808
75,598
405,930
1,046,667
208,731
90,823
276,074
50,000
12,738,049
1,189,099
-
1,558,340
1,438,577
-
189,663
1,809
2,514,253
1,494,932
8,386,673
3,161
4,176,773
900,682
626,588
317,236
7,135,161
7,148
435,125
13,601,874
(5,215,201)
7,522,848
As at
December 31,
2018
RMB’000
(Audited)
9,406,195
-
1,099,735
31,808
74,425
451,311
853,486
76,017
63,060
289,249
128,000
12,473,286
1,009,035
3,787
1,021,464
3,179,295
27,378
675,244
286
3,453,297
759,037
10,128,823
448
6,528,943
1,074,689
-
388,842
7,618,022
23,616
779,512
16,414,072
(6,285,249)
6,188,037
  • 3 -
Notes
Non-current liabilities
Bank and other loans
17
Lease liabilities/obligations under finance leases
Deferred income
Trade and other payables
16
Deferred tax liabilities
Net Assets
Capital and reserves
Share capital
18
Reserves
Total equity attributable to owners of the Company
Non-controlling interests
Total equity
As at
June 30,
2019
RMB’000
(Unaudited)
758,033
55,672
68,099
-
98,671
980,475
6,542,373

354,699
6,075,444
6,430,143
112,230
6,542,373
As at
December 31,
2018
RMB’000
(Audited)
1,272,195
936
68,703
68,314
64,866
1,475,014
4,713,023
87,123
4,516,717
4,603,840
109,183
4,713,023
  • 4 -

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Foreign
currency
Share
Share
Merger
Reserve
Safety
translation
capital
premium
reserve
fund
fund
reserve
RMB'000
RMB'000
RMB'000
RMB'000
RMB'000
RMB'000
(Note 18)
Balance at December
31,2018 (Audited)
87,123
475,949
384,869
222,268
34,978
(38,486)
Profit for the period
-
-
-
-
-
-
Other comprehensive income -
-
-
-
-
15,711
Net transfer to safety fund
-
-
-
-
1,574
-
Issue of new shares in the
Public Offer (Note 18)
59,028 1,589,903
-
-
-
-
Transaction costs directly
attributable to the issue
of new shares
- (53,492) -
-
-
-
Capitalisation
issue (Note 18) 208,548 (208,548) -
-
-
-
Dividends recognized as
distribution (Note 9) - (426,588) - - -
-
Dividends to a non-controlling
shareholder
-
-
- - -
-
_
_
_
_
_
_
Balance at June 30,
2019 (Unaudited)
354,699 1,377,224
384,869
222,268
36,552
(22,775)
_
_
_
_
_
_
Balance at January 1,
2018 (Audited)
80,600
70,433
384,869
207,916
35,006
(20,775)
_
_
_
_
_
_
Profit for the period
-
-
-
-
-
-
Other comprehensive income -
-
-
-
-
2,726
Ordinary shares
issued (Note 18)
6,523
405,516 -
-
-
-
Net transfer to safety fund
-
-
-
-
3,421
-
Dividends to the immediate
holding company
-
-
-
-
-
-
_
_
_
_
_
_
Balance at June 30,
2018 (Unaudited)
87,123
475,949
384,869
207,916
38,427
(18,049)
_
_
_
_
_
_
Attributable to owners of the Company
Attributable to owners of the Company Non-
controlling
Total
interests
RMB'000
RMB'000
4,603,840
109,183

841,741
11,785
15,711
-

-
-
1,648,931
-
(53,492) -
- -
(626,588) -
- (8,738)
_
_
6,430,143
112,230
_
_
3,011,992
93,319
_
_

693,425
6,151
2,726
-
412,039
-
-
-
(891,148) -
_
_
3,229,034
99,470
_
_
Total
equity
RMB'000
4,713,023
853,526
15,711
-
1,648,931
(53,492)
-
(626,588)
(8,738)
_
6,542,373
_
3,105,311
_

699,576
2,726
412,039
-
(891,148)
_
3,328,504
______
Retained
profits
RMB'000
3,437,139
841,741

-
(1,574)
-
-
-
(200,000)
-
_
4,077,306
_
2,253,943
_
693,425
-
-
(3,421)
(891,148)
_
2,052,799
_
  • 5 -

NOTES TO INTERIM RESULTS

1. GENERAL

The Company was incorporated in the Cayman Islands on November 8, 2007 as an exempted company with limited liability under the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. On July 23, 2018, the Company changed its name from China Risun Coal Chemicals Group Limited to China Risun Group Limited. The shares of the Company have been successfully listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) on March 15, 2019. The address of the registered office and the principal place of business of the Company is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands and Suite 2303, COFCO Tower, 262 Gloucester Road, Hong Kong respectively.

The ultimate holding company and immediate holding company of the Company is Texson Limited (“ Texson ”, the “ Ultimate Holding Company ”), a company incorporated in the British Virgin Islands (the “ BVI ”), and ultimately controlled by Mr. Yang Xuegang (the “ Ultimate Controlling Shareholder ”).

The Company’s operating subsidiaries are engaged in the production, sale and distribution of coke, coking chemicals and refined chemicals (the “Core Business”). The condensed consolidated financial statements of the Company and its subsidiaries (collectively referred to the “ Group ”) are presented in Renminbi (“ RMB ”), which is the same as the functional currency of the Company.

2. BASIS OF PREPARATION

The condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 (IAS 34) Interim Financial Reporting issued by the International Accounting Standards Board as well as with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange.

Going concern

At June 30, 2019, the Group had net current liabilities of RMB5,215,201,000. The directors of the Company (the “ Directors ”) are of the opinion that, taking into consideration the availability of unutilized banking facilities of the Group amounting to RMB5,462,890,000 at the report date, of which RMB2,000,000,000 is with conditions to be determined by a bank, and the assumption that approximately 40% of bank loans and other bank facilities at June 30, 2019 will be successfully renewed upon maturity, the Group has sufficient financial resources to meet its capital expenditure requirements and liabilities as and when they fall due for the next twelve months from the date of this report. Accordingly, the condensed consolidated financial statements are prepared on a going concern basis.

  • 6 -

3. PRINCIPAL ACCOUNTING POLICIES

The condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair values, as appropriate.

Other than changes in accounting policies resulting from application of new and amendments to International Financial Reporting Standards (“ IFRSs ”), the accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended June 30, 2019 are the same as those presented in the Group's annual financial statements for the year ended December 31, 2018.

Application of new and amendments to IFRSs

In the current interim period, the Group has applied, for the first time, the following new and amendments to IFRSs which are mandatory effective for the annual period beginning on or after January 1, 2019 for the preparation of the Group's condensed consolidated financial statements:

IFRS 16 Leases
IFRIC 23 Uncertainty over Income Tax Treatments
Amendments to IFRS 9 Prepayment Features with Negative Compensation
Amendments to IAS 19 Plan Amendment, Curtailment or Settlement
Amendments to IAS 28 Long-term Interests in Associates and Joint Ventures
Amendments to IFRSs Annual Improvements to IFRS Standards 2015-2017 Cycle

Except as described below, the application of the new and amendments to IFRSs in the current period has had no material impact on the Group's financial positions and performance for the current and prior periods and/or on the disclosures set out in these condensed consolidated financial statements.

Impacts and changes in accounting policies of application on IFRS 16 Leases

The Group has applied IFRS 16 for the first time in the current interim period. IFRS 16 superseded IAS 17 Leases (“ IAS 17 ”), and the related interpretations.

As a lessee

The Group has applied IFRS 16 retrospectively at the date of initial application, January 1, 2019. No difference at the date of initial application is recognized in the opening retained profit and comparative information has not been restated.

When applying the modified retrospective approach under IFRS 16 at transition, the Group applied the following practical expedients to leases previously classified as operating leases under IAS 17, on lease-by-lease basis, to the extent relevant to the respective lease contracts:

  • i. elected not to recognize right-of-use assets and lease liabilities for leases with lease term ends within 12 months of the date of initial application;

  • ii. excluded initial direct costs from measuring the right-of-use assets at the date of initial application;

  • 7 -

On transition, the Group has made the following adjustments upon application of IFRS 16:

As at January 1, 2019, the Group recognized additional lease liabilities and right-of-use assets at amounts equal to the related lease liabilities by applying IFRS 16.C8(b)(ii) transition.

The carrying amount of right-of-use assets as at January 1, 2019 comprises the following:

Operating lease commitments disclosed as at December 31, 2018
Lease liabilities discounted at relevant incremental borrowing rates
Less: Recognition exemption – short-term leases
Recognition exemption – low value assets
Lease liabilities relating to operating leases recognized upon
application of IFRS 16
Add: Obligations under finance leases recognized
at December 31,2018
Lease liabilities as at January 1, 2019
Analyzed as
Current
Non-current
Note
(b)
At
January 1, 2019
RMB'000
2,457
_
2,262
121
2,141
_

-
24,552
_
24,552
_

_
23,616
936
_

24,552
_
_

The carrying amount of right-of-use assets as at January 1, 2019 comprises the following:

Right-of-use assets relating to operating leases recognized upon
application of IFRS 16
Reclassified from prepaid lease payments
Amounts included in property, plant and equipment under IAS 17
- Assets previously under finance leases
By class:
Leasehold lands
Machinery and equipment
Notes
(a)
(b)
At
January 1, 2019
RMB'000
-
1,127,113
117,104
_
1,244,217
_

_
1,127,113
117,104
_

1,244,217
_
_
  • (a) Upfront payments for leasehold lands in the PRC were classified as prepaid lease payments as at December 31, 2018. Upon application of IFRS 16, the current and non-current portion of prepaid lease payments amounting to RMB27,378,000 and RMB1,099,735,000 respectively were reclassified to right-of-use assets.

  • (b) In relation to assets previously accounted for under finance leases, the Group categorized the carrying amounts of the relevant assets which were still under lease as at January 1, 2019 amounting to RMB117,104,000 as right-of-use assets. In addition, the Group reclassified the obligations under finance leases of RMB23,616,000 and RMB936,000 to lease liabilities as current and non-current liabilities respectively at January 1, 2019.

  • 8 -

4. REVENUE AND SEGMENT INFORMATION

Information was reported to the executive directors, being the chief operating decision maker (the “ CODM ”). During the six months ended June 30, 2019, the fact that CODM identified a new reportable operating segments namely operation management service, the Group reorganized its internal reporting structure in order to refine resource reallocation and assessment of segment performance, which resulted in changes to the composition of its reportable segments. Accordingly, the segment information reported for the prior period has been represented to reflect the newly reportable segments.

Specifically, the Group’s reportable segments under IFRS 8 are as follows:

  • Coke and coking chemicals manufacturing segment: the production and sale of coke and a series of coking chemicals from externally sourced coking coals processed at the Group’s coking facilities;

  • Refined chemicals manufacturing segment: the purchase of coking chemicals from the Group’s coke and coking chemicals manufacturing segment and third parties, and processing such coking chemicals into refined chemical products at the Group’s refined chemicals facilities, as well as marketing and selling such refined chemicals;

  • Operation management service: the sale of coke, coking chemicals and refined chemicals related to the commissioned processing by the third-party plants and the management services provided to the third-party plants; and

  • Trading segment: the sourcing of coke, coking chemicals and refined chemicals from third parties and the marketing, sale and distribution of such coal chemicals.

The accounting policies of the reportable segments are the same as the Group's accounting policies.

The following is an analysis of the Group's results, assets and liabilities by reportable segments:

Sales of goods to external customers
Sale of coke and coking chemicals
Sale of refined chemicals
Trading
Management services
Inter-segment revenue
Reportable segment revenue
Reportable segment profit
Listing expenses
Unallocated head office and
corporate expenses
Consolidated profit before taxation
Other information:
Share of results of associates
Share of result of a joint venture
-
Six months ended/as at June 30, 2019
Refined
Operation
Chemicals
management
Manufacturing
service
Trading
Total
RMB '000
RMB '000
RMB '000
RMB '000
(Unaudited)
(Unaudited)
(Unaudited) (Unaudited)
-
349,231
-
4,985,220
3,459,766
169,548
-
3,629,314
-
-
1,486,941
1,486,941
-
22,363
-
22,363
_
_

_
_

3,459,766
541,142
1,486,941
10,123,838
84,300
6,947
-
598,478
_
_

_
_

3,544,066
548,089
1,486,941
10,722,316
_
_

_
_

337,627
44,548
(10,609)
1,120,013
_
_

_
_

(15,835)
(62,471)
1,041,707
17,776
-
-
14,119
-
-
-
193,181
-9
Coke and
Coking
Chemicals
Manufacturing
RMB '000
(Unaudited)
4,635,989
-
-
-
_
4,635,989
507,231
_

5,143,220
_
748,447
_

(3,657)
193,181

4. REVENUE AND SEGMENT INFORMATION – CONTINUED

Sales of goods to external customers
Sale of coke and coking chemicals
Sale of refined chemicals
Trading
Management services
Inter-segment revenue
Reportable segment revenue
Reportable segment profit
Listing expenses
Unallocated head office and
corporate expenses
Consolidated profit before taxation
Other information:
Share of results of associates
Share of result of a joint venture
Six months ended/as at June 30, 2018(represented)
Refined
Operation
Chemicals
management
Manufacturing
service
Trading
Total
RMB '000
RMB '000
RMB '000
RMB '000
(Unaudited)
(Unaudited)
(Unaudited) (Unaudited)
-
33,564
-
4,230,756
4,002,972
385,745
-
4,388,717
-
-
1,475,156
1,475,156
-
943
-
943
_
_

_
_

4,002,972
420,252
1,475,156
10,095,572
47,823
-
-
518,316
_
_

_
_

4,050,795
420,252
1,475,156
10,613,888
_
_

_
_

371,422
2,109
(13,513)
914,674
_
_

_
_

(11,635)
(42,924)
860,115
39,839
-
-
40,654
-
-
-
157,142
Coke and
Coking
Chemicals
Manufacturing
RMB '000
(Unaudited)
4,197,192
-
-
-
_
4,197,192
470,493
_

4,667,685
_
554,656
_

815
157,142

5. OTHER INCOME

HER INCOME
Six months ended June 30
2019 2018
RMB'000 RMB'000
(Unaudited) (Unaudited)
Interest income 38,371 69,532
Production waste sales 13,890 7,644
Government grants 17,360 11,171
Others 8,211 7,129
_____ _____
77,832 95,476
__
__
__
__

6. FINANCE COSTS

Six months ended June 30
2019 2018
RMB'000 RMB'000
(Unaudited) (Unaudited)
Interest on bank loans 116,680 152,945
Interest on other loans from licensed financial institutions 37,499 41,513
Finance expenses on bills receivable discounted 67,934 138,460
Finance charges on lease
liabilities/obligations under finance leases 1,364 1,934
_____ _____
223,477 334,852
__
__
__
__
Less: Amount capitalized under
construction in progress (12,597) (9,675)
_____ _____
210,880 325,177
__
__
__
__
  • 10 -

7. PROFIT BEFORE TAXATION

Profit for the period has been arrived at after crediting (charging) the following items:

Six months ended June 30
2019 2018
RMB'000 RMB'000
(Unaudited) (Unaudited)
Depreciation of property, plant and equipment 289,216 285,358
Depreciation of right-of-use assets 23,819 -
Amortization of prepaid lease payments - 13,102
Amortization of intangible assets 7,073 3,947
Total depreciation and amortization _____
320,108
_____
302,407
Capitalized in inventories (283,308) (260,140)
Capitalized in construction in progress (1,620) (3,841)
_____ _____
35,180 38,426
Gain on disposal of: __
__
__
__
- property, plant and equipment 52,474 581
- prepaid lease payments - 1,932
- right-of-use assets 1,107 -
_____ _____
53,581 2,513
__
__
__
__
Net gain arising from financial assets/liabilities
at FVTPL 48,982 15,186
Net exchange (loss) gain (10,904) 6,312
Cost of inventories recognized as an expense 8,777,846 8,742,802
__
__
__
__
COME TAX EXPENSE
Six months ended June 30
2019 2018
RMB'000 RMB'000
(Unaudited) (Unaudited)
Current tax
PRC income tax for the period 141,201 143,393
Deferred tax charge 46,980 17,146
_____ _____
188,181 160,539
__
__
__
__

8. INCOME TAX EXPENSE

9. DIVIDENDS

During the current period, a final dividend of HK$0.1744 (equivalent to approximately RMB0.1532) per share in respect of the year ended December 31, 2018 was declared and payable to the owners of the Company. The aggregate amount of the final dividend payable amounted to RMB626,588,000 as at June 30, 2019.

On April 9, 2018, the Company declared dividends in respect of 2016 of RMB1.01 per shares for an aggregate amount of RMB891,148,000 to the Ultimate Holding Company.

Subsequent to the end of the current interim period, the Board determined that 2019 interim dividend of HK6.89 cents (equivalent to approximately RMB6.18 cents) per share, with total dividend amount of HK$281,748,000 (equivalent to approximately RMB252,762,000) (2018: Nil).

  • 11 -

10. EARNINGS PER SHARE

Basic and diluted earnings per share for the six months ended June 30, 2019 and basic earnings per share for the six months ended June 30, 2018 are calculated by dividing the profit attributable to the owners of the Company by the weighted average number of ordinary shares in issue during the year on the assumption that the capitalization issue of 2,437,281,476 shares as set out in note 18 had been effective on January 1, 2018.

The calculation of the basic and diluted earnings per share attributable to the ordinary shareholders of the Company is based on the following data:

Six months ended June 30
2019 2018
RMB'000 RMB'000
(Unaudited) (Unaudited)
Earnings
Profit attributable
to the owners of the Company (RMB'000) 841,741 693,425
Number of shares
Weighted average number of ordinary shares for
the purpose of basic earnings per share 3,801,767,956 3,184,243,287
Effect of dilutive potential ordinary shares:
- over-allotment options 233,341 N/A
__
____
__
____
Weighted average number of ordinary shares for
the purpose of diluted earnings per share 3,802,001,297 N/A
__
____
__
____
Basic earnings per share (RMB cents) 22.14 21.78
Diluted earnings per share (RMB cents) 22.14 N/A
__
____
__
____

No diluted earnings per share for the six months ended June 30, 2018 was presented as there were no potential ordinary shares in issue during this period.

11. PROPERTY, PLANT AND EQUIPMENT, RIGHT-OF-USE ASSETS

During the current interim period, the Group acquired property, plant and equipment amounting to approximately RMB460 million (six months ended June 30, 2018: RMB514 million), and disposed property, plant and equipment with carrying amount of approximately RMB177 million (six months ended June 30, 2018: RMB43 million).

During the current interim period, the Group entered a long-term commissioned processing contract with a third-party refined chemicals business and concluded that such commissioned processing contract constitutes a lease as the Group controls the use of the full capacity of identified assets under the contract throughout the contract term. The Group initially recognized right-of-use assets and lease liability amounting to RMB60,391,000 and RMB60,391,000, respectively.

  • 12 -

12. FINANCIAL ASSETS/LIABILITIES AT FVTPL

Non-current assets
Listed equity securities
Unlisted equity investment
Private equity investment fund
Wealth management product
Current assets
Held-for-trading non-derivative financial assets
Current liabilities
Futures contracts
June 30, 2019
RMB'000
(Unaudited)
52,934
30,000
50,000
75,797
__
208,731
_
1,809
__
(3,161)
_

207,379
__
__
December 31, 2018
RMB'000
(Audited)
51,017
25,000
-
-
__
76,017
_
286
__

(448)
_

75,855
__
__

13. OTHER RECEIVABLES/TRADE AND BILLS RECEIVABLES MEASURED AT FVTOCI

Trade receivables measured at FVTOCI
Bills receivables measured at FVTOCI
Trade and bills receivables measured at FVTOCI
Prepayments for raw materials
Other deposits, prepayments and
other receivables
Receivables for relocation compensation
Loan receivables
Deductible input Value Added Tax and
prepaid other taxes and charges
Less: impairment
Other receivables
June 30, 2019
RMB'000
(Unaudited)
675,855
762,722
__
1,438,577
_
1,094,920
128,871
242,532
50,000
65,188
(23,171)
__
1,558,340
_
December 31, 2018
RMB'000
(Audited)
186,555
2,992,740
__
3,179,295
_
797,252
89,908
98,342
-
84,976

(49,014)
__
1,021,464
_
  • 13 -

13. OTHER RECEIVABLES/TRADE AND BILLS RECEIVABLES MEASURED AT FVTOCI - CONTINUED

The customers usually settle the sales by cash or bills. The credit period granted to the customers who settle in cash is usually no more than 30 days, except for certain customers granted to the credit period for no more than 180 days due to the good reputation, interest free with no collateral. Aging of trade receivables based on invoice dates, which approximated the respective revenue recognition dates, are as follows:

Within one month
1 to 3 months
3 to 6 months
6 to 12 months


June 30, 2019 December 31, 2018
RMB'000
(Audited)

177,022

3,485

961

5,087

__

186,555

__

_____

RMB'000
(Unaudited)
527,974
127,565
19,140
1,176
__
675,855
__
_____

14. IMPAIRMENT ASSESSMENT ON FINANCIAL ASSETS AND OTHER ITEMS SUBJECT TO EXPECTED CREDITED LOSS (“ECL”) MODEL

Trade receivables
Other receivables
Amounts due from related parties


June 30, 2019 December 31, 2018
RMB'000
(Audited)

86,834

23,534

1,039

__

111,407

__

_____

RMB'000
(Unaudited)
41,250
2,792
415
__
44,457
__
_____

The basis of determining the inputs and assumptions and the estimation techniques used in the condensed consolidated financial statements for the six months ended June 30, 2019 are the same as those followed in the preparation of the Group's annual financial statements for the year ended December 31, 2018.

During the current interim period, the Group recognized RMB7,580,000 impairment allowance and reversed the impairment allowance of RMB37,632,000 due to collection of relevant receivables.

During the current interim period, the Group written off the impairment allowance of RMB36,898,000, in particular, a specific written-off of RMB36,222,000 has been made to an individual debtor due to its bankruptcy.

  • 14 -

15. RESTRICTED BANK BALANCES

The carrying amounts of the Group's restricted bank balances placed to secure various liabilities of the Group are as follows:

Restricted bank balances to secure:
Bills payable
Letters of credit
Futures contracts
Bank loans
Other loans
Analyzed for reporting purpose as:
Non-current assets
Current assets
June 30, 2019 December 31, 2018
RMB'000
(Audited)

2,505,852

239,656

148,158

661,972

25,659

__

3,581,297

_

__

128,000

3,453,297

_


3,581,297

__

__

RMB'000
(Unaudited)
1,929,585
190,149
203,855
206,857
33,807
__
2,564,253
_
__
50,000
2,514,253
_

2,564,253
__
__

16. TRADE AND OTHER PAYABLES

Trade payables
Payables to be settled by the endorsed
bills receivable
Bills payable
Payables for property, plant and equipment
- interest-bearing
- non-interest-bearing
Other payables and accruals
Analyzed for reporting purposes as:
Current liabilities
Non-current liabilities
June 30, 2019 December 31, 2018
RMB'000
(Audited)

1,276,180

2,596,558

1,504,737

96,910

613,017

509,855

__

6,597,257

_

__

6,528,943

68,314

_


6,597,257

__

__

RMB'000
(Unaudited)
1,292,765
537,864
1,464,702
-
551,191
330,251
__
4,176,773
_
__
4,176,773
-
_

4,176,773
__
__

As at December 31, 2018, all trade and other payables are due within one year except for certain payables for construction in progress above due after more than one year. The average credit period on purchases of goods is 30 to 90 days.

  • 15 -

16. TRADE AND OTHER PAYABLES - CONTINUED

The following is an aging analysis of trade payables based on the invoice date at the end of each of the reporting period:

Within 3 months
3 to 6 months
6 to 12 months
1 - 2 years
2 - 3 years
More than 3 years
June 30, 2019
RMB'000
(Unaudited)
1,109,007
61,706
55,744
43,169
3,984
19,155
__
1,292,765
__
_____
December 31, 2018
RMB'000
(Audited)
967,908
88,071
135,241
50,109
2,324
32,527
__
1,276,180
__
_____

17. BANK AND OTHER LOANS

During the current interim period, the Group received the proceeds of approximately RMB4,908,083,000 (six months ended June 30, 2018: RMB3,830,748,000) related to its renewed and newly obtained bank loans and made repayments amounting to approximately RMB5,906,604,000 (six months ended June 30, 2018: RMB3,705,995,000), with a net loss of foreign exchange rate changes of RMB1,498,000(a net gain of six months ended June 30, 2018: RMB28,359,000). The loans bear interest at the range from 1.50% to 12.43% (December 31, 2018: 1.50% to 12.00%) per annum and are repayable in instalments over a period of 1 to 5 years. The proceeds were used to finance the acquisition of property, plant and equipment.

18. SHARE CAPITAL

Authorized
Shares of HKD0.10 each
Authorized ordinary shares:
At beginning of the period/year
Conversion (note a)
At end of the period/year
Authorized Series A shares:
At beginning of the period/year
Conversion (note a)
At end of the period/year
Issued and fully paid of ordinary shares:
At the beginning of the period/year
Conversion (note a)
Share issued (note b & c)
Capitalization of shares (note c)
At the end of the period/year
Issued and fully paid of Series A shares:
At the beginning of the period/year
Conversion (note a)
At the end of the period/year
As at As at
June 30, 2019
Number
of shares
10,000,000,000
-
__
10,000,000,000
_
_
-
-
__
-
_
_

962,718,524
-
690,000,000
2,437,281,476
__
4,090,000,000
_
_
-
-
__
-
_
_
December 31, 2018 June 30, 2019
  • 16 -

18. SHARE CAPITAL – CONTINUED

Presented in the consolidated statement of
financial position as:
At the beginning of the period/year
Share issued(note c)
Capitalisation of shares(note c)
At the end of the period/year
Notes:
June 30, 2019 December 31, 2018
RMB'000
(Audited)

80,600

6,523

-

__

87,123

__

_____

RMB'000
(Unaudited)
87,123
59,028
208,548
__
354,699
__
_____
  • a. As at December 31, 2017, the authorized share capital of the Company was HKD1,000,000,000 by the creation of 10,000,000,000 shares of a par value of HKD0.10 each divided into 9,815,418,172 ordinary Shares and 184,581,828 Series A shares. Any Series A Shares may, at the option of the holder, be converted at any time into fully paid ordinary shares. One Series A share will be converted into one ordinary share subject to adjustment in dilutive events, if any. The holders of ordinary shares and Series A shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders meetings of the Company in accordance with the Company's Articles of Association. All ordinary shares and Series A shares rank pari passu in all respects. On April 4, 2018, the 184,581,828 Series A shares were converted to 184,581,828 ordinary shares.

  • b. On April 13, 2018, 12,664,064 and 6,332,032 ordinary shares of the Company were issued for cash of USD10,000,000 and HKD39,120,000 (equivalent to RMB94,721,000) to provide additional working capital to the Company.

On May 15, 2018, 36,600,000 ordinary shares of the Company were issued for cash of USD29,845,000 (equivalent to RMB189,157,000) to provide additional working capital to the Company.

On June 20, 2018, 24,798,000 ordinary shares of the Company were issued for cash of USD19,844,000 (equivalent to RMB128,161,000) to provide additional working capital to the Company.

  • c. On March 15, 2019 and April 4, 2019, the Company issued a total of 600,000,000 ordinary shares and 90,000,000 over-allotment ordinary shares of HKD0.1 each at HKD2.80 each for cash by way of public offer (“Public Offer”). Based on the offer price of HKD2.80 per share, the gross proceeds received by the Company was HKD1,932,000,000 (equivalent to RMB1,648,931,000). Upon listing of the Company’s shares and pursuant to the written resolution of the shareholders passed on February 20, 2019, the capitalization of HKD243,728,147.60 (equivalent to RMB208,548,000) out of the share premium account of the Company in paying up in full at par 2,437,281,476 shares for allotment and issue to the qualifying shareholders of the Company.

  • 17 -

MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW

We are an integrated coke, coking chemical and refined chemical producer and supplier in China. The Group was the world’s largest independent producer and supplier of coke by volume in 2018, according to Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., (“ Frost & Sullivan ”) an independent global consulting firm. We also held leading positions in a number of refined chemical sectors in China or globally. According to Frost & Sullivan, the Group was the largest producer of industrial-naphthalene-based phthalic anhydride and coke-oven-gas-based methanol by volume in China in 2018. The Group was also the largest coking crude benzene processor and the fifth largest coal tar processor by volume globally in 2018.

In 2019, under the background of global political turmoil and further unstable economic growth, the China’s economy still maintained a moderate growth. Both the coking industry and the refined chemical industry experienced continuous promising production and operation sentiment which was driven by policy implementation in supply-side reform, elimination of outdated production capacity and also a number of them in environmental protection by the PRC government, recovery of the iron and steel industry and as well as the consumption growth in the PRC.

In view of the operating results in 2019 and our future development needs, as well as sharing our results with shareholders, the Board determined to declare an interim dividend of RMB6.18 cents per share, with a total amount RMB252,762,000 for the interim period of 2019.

BUSINESS REVIEW

In 2019, the Group recognised an existing business as a separate business segment, which is our operation management services business segment. This recognition is based on the continuous effort by our management in sourcing and negotiating new operation and management projects in different provinces in the PRC. During the six months ended June 30, 2019 (the “ Reporting Period ”) and up to the date of this announcement, we entered into two new operating management agreements with independent third parties in Shandong and Inner Mongolia respectively. Below consists of our four business segments:

  • 1) Coke and coking chemicals manufacturing: the production and sale of coke and a series of coking chemicals from externally sourced coking coals processed at the Group’s coking facilities;

  • 2) Refined chemicals manufacturing: the purchase of coking chemicals from the Group’s coke and coking chemicals manufacturing segment and third parties, and processing such coking chemicals into refined chemical products at the Group’s refined chemicals facilities, as well as marketing and selling such refined chemicals;

  • 3) Operation management services: the sale of coke, coking chemicals and refined chemicals related to the commissioned processing by the third-party plants and the management services provided to the third-party plants; and

  • 4) Trading: the sourcing of coke, coking chemicals and refined chemicals from third parties and the marketing, sale and distribution of such coal chemicals.

  • 18 -

The Group’s business model is based on a vertically integrated production chain in which we use our coking by-products to manufacture refined chemical products. We believe that our integrated business model and the scale of our business help:

  • improve production efficiency and achieve synergies through centralized and unified management,

  • reduce exposure to market volatility and price fluctuations,

  • diversify our customer base, and

  • secure a stable and reliable supply of raw materials for our refined chemical products.

The Group’s vertically integrated business model and our experience of more than 20 years in the coal chemical industry production chain allow us to tap into the downstream refined chemical markets. With an aim of strengthening our leading position as a global coke and refined chemical producer and supplier, we continue the development of our operations through operation management services. A brief description of two operation management services are as follows:

  • 1) Shandong Project: 980,000 tonnes of coke and approximately 500,000 tonnes of refined chemicals; and

  • 2) Inner Mongolia Project: 960,000 tonnes of coke (the Group provided sales service of coke, coke particles and other products).

Apart from the development of our operation management services, we started setup of a company incorporated in Japan during the Reporting Period to expand our trading business overseas. Up to the date of this Announcement, the setup is still under processing.

The above development strategies are deployed based on our competitive advantages through integrated business model and are to diversify the risk of our current operation bases all in Hebei Province, the PRC. We foresee that the requirement of environmental protection in terms of outdated production capacity will be stricter.

BUSINESS PROSPECTS

Looking forward to the second half of 2019, the Group will continue increasing our market share by ways of operation management services together with merger and acquisition. Within the operation management services, the Group developed a new cooperative model in the Inner Mongolia Project and will continue to explore different ways to promote the operation management services. The aim is to maintain our leading position in the coke, coking chemical and refined chemical market, making use of our brand advantages and enhancing our coverage of sales and marketing network as well as our business expansion strategies.

The Group will also enhance the production capacity of self-owned facilities and improve the environmental protection facilities. We will start the construction of (1) 300,000 tonnes of styrene in Tangshan Production Base and (2) a coke dry-quenching project in our Dingzhou Production Base in the second half of 2019.

  • 19 -

DEVELOPMENT, PERFORMANCE AND STATUS OF THE BUSINESS OF THE GROUP

The following table sets forth the Group’s financial ratios as at the dates and for the years indicated:

Financial indicators
Gross profit margin(1)
Net profit margin(2)
EBITDA margin(3)
Return on equity(4)
Gearing ratio(5)
For the six months ended
June 30,
For the six months ended
June 30,
For the six months ended
June 30,
2019
14.0%
8.4%
15.5%
26.2%
As at June 30, 2019
1.2x
2018
13.5%
6.9%
14.7%
42.9%
As at December 31, 2018
1.9x

Notes:

(1) Calculated by dividing gross profit by revenue for the year/period.

(2) Calculated by dividing profit by revenue for the year/period.

(3) Calculated by dividing EBITDA by revenue for the year/period.

(4) Calculated by dividing profit attributable to owners for the year or annualized period by equity attributable to owners as of the end of the year/period.

(5) Calculated by dividing total interest-bearing borrowings by total equity as of the end of the year/period.

FINANCIAL REVIEW

The following table sets forth our total revenue and gross profit by business segment (excluding our inter-segment revenue):

Total revenue
Gross profit
Total revenue
Gross profit
For the six months ended June 30, 2019
Coke and
Refined
Operation
coking chemicals
chemicals
management
manufacturing
manufacturing
services
RMB'000
RMB'000
RMB'000
4,635,989
3,459,766
541,142
869,142
472,229
45,652
For the six months ended June 30, 2018
Trading
Total
RMB'000
RMB'000
1,486,941
10,123,838
25,510
1,412,533
Coke and
Refined
Operation
coking chemicals
chemicals
management
manufacturing
manufacturing
services
RMB'000
RMB'000
RMB'000
4,197,192
4,002,972
420,252
785,020
511,255
5,411
Trading
Total
RMB'000
RMB'000
1,475,156
10,095,572
62,229
1,363,915
  • 20 -

The following discussion addresses the principal trends that have affected our results of operations during the Reporting Period.

(a) Revenue

Revenue for the six months ended June 30, 2019 remained stable with mild improvement to RMB10,123.8 million compared with RMB10,095.6 million for the six months ended June 30, 2018.

Revenue from coke and coking chemicals manufacturing business increase by 10.5% from RMB4,197.2 million for the six months ended June 30, 2018 to RMB4,636.0 million for the six months ended June 30, 2019, primarily due to an increase in sales volume and the average selling price of coke from RMB1,688.4 per ton for the six months ended June 30, 2018 to RMB1,762.0 per ton for the six months ended June 30, 2019.

Revenue from refined chemical manufacturing business decreased by 13.6% from RMB4,003.0 million for the six months ended June 30, 2018 to RMB3,459.8 million for the six months ended 30 June, 2019, primarily due to a decrease in the unit sales price of benzene and caprolactam sold during the period.

Revenue from the trading business increased by 0.8% from RMB1,475.2 million for the six months ended June 30, 2018 to RMB1,486.9 million for the six months ended June 30, 2019, primarily as a result of increased import trading volume of coal from overseas.

Revenue from the operation management services increased by 28.8% from RMB420.2 million for the six months ended June 30, 2018 to RMB541.1 million for the six months ended June 30, 2019, primarily due to the increase in customers of our operation management services.

(b) Cost of sales

Cost of sales for the six months ended June 30, 2019 decreased from RMB8,731.7 million to RMB8,711.3 million primarily due to the decrease of refined chemical partially offset by increase of coke and coking chemical manufacturing and operation management services.

Cost of sales from the coke and coking chemical manufacturing business increased by 10.4% from RMB3,412.2 million for the six months ended June 30, 2018 to RMB3,766.8 million for the six months ended June 30, 2019, primarily due to an increase in market prices for coking coal and an increase in the volume of coke sold.

Cost of sales from the refined chemical manufacturing business decreased by 14.4% from RMB3,491.7 million for the six months ended June 30, 2018 to RMB2,987.5 million for the six months ended June 30, 2019, primarily due to a decrease in the price of the crude benzene purchased during the same period.

  • 21 -

Cost of sales from the trading business increased by 3.4% from RMB1,412.9 million for the six months ended June 30, 2018 to RMB1,461.4 million for the six months ended June 30, 2019, primarily as a result of increased procurement price and volume of coking coal.

Cost of sales from the operation management services increased by 19.5% from RMB414.9 million for the six months ended June 30, 2018 to RMB495.6 million for the six months ended June 30, 2019, primarily due to an increase in cost in connection with the new operation management service customer.

  • (c) Gross profit and gross profit margin

The Group’s total gross profit increased by approximately RMB48.6 million, or 3.6%, to approximately RMB1,412.5 million for the six months ended June 30, 2019, from approximately RMB1,363.9 million for the six months ended June 30, 2018. Gross profit margin increased to 14.0% for the six months ended June 30, 2019, from 13.5% for the six months ended June 30, 2018.

Gross profit from the coke and coking chemical manufacturing business increased by 10.7% from RMB785.0 million for the six months ended June 30, 2018 to RMB869.2 million for the six months ended June 30, 2019. Gross profit margin for the coke and coking chemical manufacturing business remained stable at 18.7% for the six months ended June 30, 2018 and 2019.

Gross profit from the refined chemical manufacturing business decreased by 7.6% from RMB511.3 million for the six months ended June 30, 2018 to RMB472.3 million for the six months ended June 30, 2018. Gross profit margin for the refined chemical manufacturing business increased from 12.8% for the six months ended June 30, 2018 to 13.7% for the six months ended June 30, 2019.

Gross profit from the trading business decreased by 59.1% from RMB62.3 million for the six months ended June 30, 2018 to RMB25.5 million for the six months ended June 30, 2019. Gross profit margin for the trading business decreased from 4.2% for the six months ended June 30, 2018 to 1.7% for the six months ended June 30, 2019, primarily due to the change of trading stock composition.

Gross profit from the operation management services increased from RMB5.3 million for the six months ended June 30, 2018 to RMB45.5 million for the six months ended June 30, 2019. Gross profit margin for the operation management services increased from 1.3% for the six months ended June 30, 2018 to 8.4% for the six months ended June 30, 2019, primarily because of the higher gross profit margin of the business in connection with the new operation management service customer.

  • 22 -

(d) Other income

The Group’s other income consist primarily of interest income, income from production waste sales and Government grants received from several government authorities as subsidies for the Group’s contribution to the environment protection, energy conservation, resources recycling, plant relocation, infrastructure construction and land purchase. Other income decreased by 18.5% from RMB95.5 million for the six months ended 30 June, 2018 to RMB77.8 million for the six months ended 30 June, 2019 mainly because of drop in interest income due to decrease in interest income from related parties.

(e) Other gains and losses

The Group’s other gains and losses consist primarily of fair value gain/(loss) on future contracts and listed equity securities, gain/(loss) on foreign exchange and gain on disposal of property, plant and equipment and prepaid lease payments. The Group had other gains of RMB98.8 million for the six months ended June 30, 2019, compared to gain of RMB21.4 million for the six months ended June 30, 2018. The change is primarily due to (i) a fair value gain on futures contracts at FVTPL of RMB34.1 million for the six months ended June 30, 2019, compared to a gain of RMB0.8 million for the six months ended June 30, 2018; and (ii) gain on disposal of property, plant and equipment and prepaid lease payments of RMB53.6 million for the six months ended June 30, 2019.

(f) Impairment losses reversed (recognized), net

The amount in current period mainly included write back of impairment loss on account receivables recognized in previous periods. The amount decreased by 2.3% from RMB30.8 million for the six months ended June 30, 2018 to RMB30.1 million for the six months ended 30 June, 2019.

(g) Selling and distribution expenses

Selling and distribution expenses increased by 10.4% from RMB358.2 million for the six months ended June 30, 2018 to RMB395.6 million for the six months ended June 30, 2019, primarily due to an increase in transportation expenses.

(h) Listing expenses

The Group’s listing expenses increased by approximately RMB4.2 million, or 36.2%, to approximately RMB15.8 million for the six months ended June 30, 2019, from approximately RMB11.6 million for the six months ended June 30, 2018, as the listing expenses increased around the listing date.

  • 23 -

(i) Finance costs

Finance cost primarily consist of interest expenses on bank loans, other loans and finance expenses on discount of bills receivables. The Group’s finance cost decreased by 35.1% from RMB325.2 million for the six months ended 30 June, 2018 to RMB210.9 million for the six months ended 30 June, 2019. The decrease was mainly due to a decrease in finance expenses on bill receivables discounted and bank loans.

(j) Share of results of associates

Share of results of associates decreased by 65.3% from RMB40.7 million for the six months ended June 30, 2018 to RMB14.1 million for the six months ended June 30, 2019, representing a decrease in share of profits from Cabot Risun Chemical (Xingtai) Co., Ltd. The profit of Cabot Risun Chemical (Xingtai) Co., Ltd decreased resulted from a decrease in sales of the product.

(k) Share of results of a joint venture

Share of results of a joint venture increased by 23.0% from RMB157.1 million for the six months ended June 30, 2018 to RMB193.2 million for the six months ended June 30, 2019, representing an increase in the shared profit of Hebei China Coal Risun Coking Limited.

(l) Profit before taxation

As a result of the foregoing factors, the profit before taxation increased by approximately RMB181.6 million, or 21.1%, to approximately RMB1,041.7 million for the six months ended June 30, 2019 from approximately RMB860.1 million for the six months ended June 30, 2018.

(m) Income tax expense

The Group incurred income tax expense of approximately RMB188.2 million for the six months ended June 30, 2019 and approximately RMB160.5 million for the six months ended June 30, 2018 respectively at effective tax rates of 18.1% and 18.7%. The increase in income tax expense is due to an increase in profit before taxation of about RMB181.6 million.

(n) Profit for the period

For the six months ended June 30, 2019, the Group recorded a net profit of approximately RMB853.5 million, an increase of approximately 22.0% as compared to the net profit of approximately RMB699.6 million for the six months ended June 30, 2018.

  • 24 -

Liquidity and Financial Resources

The Group’s primary uses of cash are operating costs, capital expenditures and repayment of debts in the PRC. To date, the Group has funded the investments and operations principally with cash from operations and debt financing from banks and other financial institutions. The Group believes that the liquidity requirements will be satisfied through a combination of cash flows generated from the operating activities, bank loans and other borrowings, and the net proceeds from the Global Offering. Any significant decrease in the demand for, or pricing of, the products and services, or a significant decrease in the availability of bank loans, may adversely impact the liquidity. As at June 30, 2019, cash and cash equivalents held by the Group were mainly cash in the banks and on hand denominated in RMB and deposits denominated in RMB that are readily convertible into cash.

The following table sets forth the cash flows for the periods indicated:

Net cash generated from operating activities ................................
Net cash generated from (used in) investing activities...................
Net cash (used in) generated from financing activities ..................
Net increase (decrease) in cash and cash equivalents ....................
Cash and cash equivalents at end of the period .............................
For the six months
ended June 30,
For the six months
ended June 30,
2019
RMB’000
117,197
908,771
(290,152)
735,816
1,494,932
2018
RMB’000
841,536
(1,128,027)
205,379
(81,112)
519,338

(a) Net cash generated from operating activities

For the six months ended June 30, 2019, our net cash generated from operating activities was approximately RMB117.2 million and was less than our net cash generated from operating activities for the six months ended June 30, 2018 of approximately RMB841.5 million, primarily due to the significant decrease in the variance of working capital such as trade and other payables and contract liabilities, compared with the previous period, offset the increase in profit.

  • (b) Net cash used in investing activities

For the six months ended June 30, 2018, our net cash used in investing activities was approximately RMB1,128.0 million and our net cash received in investing activities was approximately RMB908.8 million for the six months ended June 30, 2019. The variance was primarily due to the change in the balance of restricted bank deposits, from a net increase of RMB733.5 million to a net decrease of RMB1,017.0 million.

(c) Net cash used in financing activities

For the six months ended June 30, 2018, our net cash generated from financing activities was approximately RMB205.4 million and our net cash used in financing activities was approximately RMB290.2 million for the six months ended June 30, 2019, primarily due to the significant decrease in bank and other loans for the six months ended June 30, 2019, offset by the net proceeds from the Global Offering.

  • 25 -

Indebtedness

As of June 30, 2019 and December 31, 2018, our gearing ratios were approximately 1.2x and 1.9x, respectively. Our gearing ratio decreased primarily because of the increase in the equity and the decrease in interest-bearing borrowings. Our gearing ratio was calculated based on dividing interest-bearing borrowings by total equity as of the end of the respective date.

(a) Borrowings

Most of our borrowings are denominated in Renminbi. The following table shows our bank borrowings as of the dates indicated:

Bank loan, secured .............................................................
Bank loan, unsecured .........................................................
Other loans, secured ...........................................................
Other loans, unsecured .......................................................
Discounted bills financing
Total .................................................................................
As at
June 30,
2019
RMB in
millions
3,141.8
1,286.6
763.8
400.3
2,300.7
7,893.2
As at
December 31,
2018
RMB in
millions
3,201.5
1,334.5
815.7
260.0
3,278.5
8,890.2

The total borrowings decreased by approximately RMB997.0 million or 11.2%, to approximately RMB7,893.2 million as of June 30, 2019 from RMB8,890.2 million as of December 31, 2018, primarily due to the decrease in discounted bills financing.

(b) Lease liabilities/Obligations under finance leases

Our Group had the following total future minimum lease payments under several finance lease arrangement regarding certain of our production equipment with licensed financial institutions as of the dates indicated:

Within one year .................................................................
After 1 year but within 2 years ...........................................
After 2 years but within 5 years ..........................................
Less: total future interest expenses .....................................
As at
June 30,
2019
RMB in
millions
7.6
21.6
37.8
(4.2)
62.8
As at
December 31,
2018
RMB in
millions
24.5
0.8
-
(0.8)
24.5

The average lease term under these lease arrangements is five years, with fixed annual interest rates underlying all obligations ranging from 4.6% to 9.6%.

  • 26 -

OFF-BALANCE SHEET ARRANGEMENTS

As of June 30, 2019, the Group did not have any significant outstanding off-balance sheet guarantees, interest rate swap transactions, foreign currency and commodity forward contracts or other off-balance sheet arrangements. The Group does not engage in trading activities involving non-exchange traded contracts. In the course of the business operations, the Group does not enter into transactions involving, or otherwise form relationships with, unconsolidated entities or financial partnerships that are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposed.

SHARE OPTION SCHEME

The Company’s share option scheme (the “ Share Option Scheme ”) was adopted pursuant to a written resolution passed by the shareholders on February 21, 2019 for the primary purpose of providing the people and the parties working for the interests of the Group with an opportunity to obtain an equity interest in the Company, thus linking their interest with the interests of the Group and thereby providing them with an incentive to work better for the interests of the Group.

Up to June 30, 2019, no options were granted to Directors, eligible employees and other outside third parties under the Share Option Scheme.

FUTURE PLANS AND USE OF PROCEEDS

An analysis comparing the section headed “Future plans and use of proceeds” as set out in the prospectus of the Company dated February 28, 2019 (“ Prospectus ”) with our actual business progress for the period from March 15, 2019, being the listing date, to June 30, 2019 (the “ Relevant Period ”) is set out below.

The net proceeds from the Global Offering were approximately HK$1,864.0 million. During the Relevant Period, the net proceeds from the Placing had been applied as follows:

Proposed
use of net
proceeds in
the
Prospectus
(HK$ million)
Actual use
of net
proceeds
during the
Relevant
Period
(HK$
million)
Unused net
proceeds as
at June 30,
2019
(HK$
million)
Estimated
timetable
Debt repayments
Investment plans
Environmental Protection Plans and
System Upgrade
Working capital
745.6
735.0
10.6
December
2019
559.2
-
559.2
December
2020
372.8
7.2
365.6
December
2021
186.4
140.8
45.6
December
2020
1,864.0
883.0
981.0
  • 27 -

COMPETING INTERESTS

None of the Directors or controlling shareholders of the Company nor their respective associates (as defined under the Listing Rules) had any interest in a business that competes or may compete with the business of the Group.

PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES

During the six months ended June 30, 2019, neither the Company nor any of its subsidiaries has purchased, sold or redeemed any shares of the Company.

CORPORATE GOVERNANCE PRACTICES

Pursuant to the Corporate Governance Code (the “CG Code”) contained in Appendix 14 to the Listing Rules which sets out the principles of good corporate governance and the code provisions (the “Code Provisions”), the Company has applied all the Code Provisions as set out in the CG Code and has complied with the applicable code provisions throughout the period from during the six months ended since the date on which its Shares were listed on the Stock Exchange until June 30, 2019, except for the Code Provisions A.2.1 of the CG Code. as follows:

In accordance with paragraph A.2.1 of the Corporate Governance Code, the roles of the chairman and chief executive officer should be separated and should not be held by the same person. Mr. Yang Xuegang is the chairman and chief executive officer of the Company. With extensive experience in the coke, coking chemicals and refined chemicals industries, Mr. Yang is responsible for the overall management and business development, the operations of the subsidiaries of the Company and their corresponding production facilities and human resources of the Group, and has been instrumental to the Group’s growth and business expansion since its establishment in 1995. The Board considers that vesting the roles of chairman and chief executive officer in the same person has the benefit of ensuring consistent leadership within the Group and enables more effective and efficient overall strategic planning for and communication with the Group. The balance of power and authority is ensured by the operation of the senior management and the Board, which comprises experienced and high caliber individuals. The Board currently comprises of six executive Directors (including Mr. Yang) and three independent non-executive Directors and therefore has a strong independence element in its composition.

The Board will examine and review, from time to time, the Company’s corporate governance practices and operations in order to meet the relevant provisions under the Listing Rules and to protect the shareholders’ interests.

COMPLIANCE WITH THE MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “ Model Code ”) as set out in Appendix 10 of the Listing Rules as its model code for securities transactions by the Directors and relevant employees.

Specific enquiries have been made of all the Directors and they have confirmed that they have complied with the relevant Model Code throughout the period from the Listing Date to June 30, 2019.

  • 28 -

The Company’s employees, who are likely to be in possession of unpublished inside information of the Company, are subject to the Model Code. No incident of non-compliance of the Model Code by the employees was noted by the Company as at the date of this announcement.

CLOSURE OF REGISTER OF MEMBERS

The record date for qualifying to receive the interim dividend is November 7, 2019. In order to determine the right of shareholders entitled to receive the interim dividend, the register of members of the Company will also be closed from November 5, 2019 to November 7, 2019, both days inclusive, during which period the registration of transfer of shares will be suspended. In order to qualify for the interim dividend, all properly completed share transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on November 4, 2019. The expected interim dividend payment date will be on or before November 29, 2019.

REVIEW OF ACCOUNTS

The unaudited consolidated results for the six months ended June 30, 2019 have been reviewed by the Audit Committee under the Board in accordance with Listing Rules. The Audit Committee was of the opinion that such results complied with the applicable accounting standards and that adequate disclosures had been made.

PUBLICATION OF INTERIM RESULTS AND INTERIM REPORT ON THE WEBSITES OF THE COMPANY AND THE STOCK EXCHANGE

This announcement is published on the respective website of the Company at www.risun.com and The Stock Exchange at www.hkexnews.hk. The interim report of the Company for the six months ended June 30, 2019 will be despatched to the shareholders of the Company and will also be made available on the above websites in due course.

By order of the Board China Risun Group Limited Yang Xuegang Chairman

Beijing, the PRC, August 19, 2019

As at the date of this announcement, the executive Directors are Mr. Yang Xuegang, Mr. Zhang Yingwei, Mr. Han Qinliang, Mr. Wang Fengshan, Mr. Wang Nianping and Mr. Yang Lu; and the independent non-executive Directors are Mr. Kang Woon, Mr. Yu Kwok Kuen Harry and Mr. Wang Yinping.

  • 29 -