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Fufeng Group Limited — Interim / Quarterly Report 2008
Sep 4, 2008
49286_rns_2008-09-04_3b5c4540-ef44-4834-b426-403c6550228d.pdf
Interim / Quarterly Report
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CONTENTS
| Corporate information | 02 |
|---|---|
| Management discussion and analysis | 03 |
| Condensed consolidated income statement | 16 |
| Condensed consolidated balance sheet | 17 |
| Condensed consolidated statement of changes in equity | 19 |
| Condensed consolidated cash flow statement | 20 |
| Notes to the condensed financial statements | 21 |
| Other information | 31 |
| Glossary | 35 |
CORPORATE INFORMATION
Executive Directors
Mr. Li Xuechun Mr. Wang Longxiang Mr. Wu Xindong Mr. Yan Ruliang Mr. Feng Zhenquan Mr. Xu Guohua Mr. Li Deheng Ms. Li Hongyu Mr. Gong Qingli
Independent non-executive Directors
Mr. Choi Tze Kit, Sammy Mr. Chen Ning Mr. Liang Wenjun
Principal place of business in the PRC
Tianqiao Road Junan County Shandong Province PRC
Principal place of business in Hong Kong
Suite 1101, 11th Floor Chinachem Century Tower 178 Gloucester Road Wanchai Hong Kong
Compliance adviser Piper Jaffray Asia Limited
Legal advisers Kirkpatrick & Lockhart Preston Gates Ellis
Independent auditor PricewaterhouseCoopers
Branch share registrar
Tricor Investor Services Limited
Stock code 546
Website www.fufeng-group.com
MANAGEMENT DISCUSSION AND ANALYSIS
Market overview
MSG segment
MSG segment mainly includes glutamic acid, MSG, fertilisers, and other related products.
Triggered by the oversupply in MSG market and unexpected increase in cost of raw materials in 2007, the MSG market experienced a severe market downturn, which has also sped up the industry consolidation. The overall MSG market showed a sign of recovery in the first half of 2008, especially the second quarter of 2008. According to our studies, the production volume of glutamic acid in the first half of 2008 dropped significantly as compared that in the first half of 2007. Meanwhile, the demands for glutamic acid and MSG in China remained stable in the first half of 2008. During the first half of 2008, the oversupply situation in MSG market in China had largely subsided, and as a result, the selling price of glutamic acid and MSG rebounded in the first half of 2008, and the increase was more significant in the second quarter of 2008.
With the significantly increased in the raw material and production cost of fertiliser, the selling price of fertiliser in both the international and domestic markets has been on an upward trend since the fourth quarter of 2007.
Xanthan gum segment
According to our studies, the global supply of xanthan gum remained stable in the first half of 2008. The market demand is expected to grow with more end-users realising the advantages of using xanthan gum as an effective thickener, stabiliser or suspension agent applying in food, oil exploration, personal care products and pharmaceutical items.
Price trend of corn kernel
After the soaring of corn kernel price in 2007, the average price of corn kernel of the Group gradually stabilised but yet maintained at a high level in the first half of 2008, approximately RMB1,415 per tonne (1H 2007: RMB1,352 per tonne). The stabilised corn kernel price was a result of the effective administrative measures implemented by the PRC government in 2007.
Operation review of the Group
Following the market downturn in the year 2007, the Group's performance in the first half of 2008 showed a strong sign of recovery, especially the second quarter of 2008, due to the improved operating environment. Certain indicative operational figures of the Group are set out below:
Turnover/Gross profit/Gross profit margin of the Group
| Six months ended 30 June | Change | ||
|---|---|---|---|
| 2008 | 2007 | % | |
| Turnover (RMB'000) | 1,630,399 | 1,119,121 | 45.7 |
| Gross profit (RMB'000) | 237,677 | 114,118 | 108.3 |
| Gross profit margin (%) | 14.6 | 10.2 | 4.4 ppts. |
The notable improvement in the performance of the Group are mainly due to the increase in sales volume and selling price of certain products. The reasons are discussed in details in the following sections.
Profit attributable to Shareholders
| Six months ended 30 June | ||||
|---|---|---|---|---|
| 2008 RMB'000 |
2007 RMB'000 |
Change % |
||
| As reported | 85,864 | 32,807 | 161.7 | |
| Interest income from IPO proceeds | – | (42,837) | N/A | |
| Profit attributable to Shareholders after excluding the interest income from IPO proceeds |
85,864 | (10,030) | N/A |
The profit attributable to Shareholders after excluding the interest income from IPO proceeds increased significantly, mainly due to the improvement in the operating environment as mentioned above.
Segment Highlights
The Group's business can be classified into two major operating segments:
-
- MSG
-
- Xanthan gum
The table below highlights the operating results of the above segments:
| Six months ended 30 June 2008 Six months ended 30 June 2007 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Xanthan | Xanthan | Change | |||||||
| MSG | gum | Group | MSG | gum | Group | Xanthan | |||
| RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | MSG | gum | Group | |
| Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | % | % | % | |
| Revenue | 1,461,659 | 168,740 | 1,630,399 | 1,062,161 | 56,960 | 1,119,121 | 38 | 196 | 46 |
| Gross profit | 180,441 | 57,236 | 237,677 | 93,899 | 20,219 | 114,118 | 92 | 183 | 108 |
| Gross profit margin | 12.3% | 33.9% | 14.6% | 8.8% | 35.5% | 10.2% | 3.5 ppts. | (1.6 ppts. ) | 4.4 ppts. |
| Segment results | 74,028 | 50,559 | 27,536 | 16,203 | 169 | 212 | |||
| Segment net assets | |||||||||
| Assets | 2,546,430 | 503,194 | 2,237,381 | 260,381 | 14 | 93 | |||
| Liabilities | 1,199,322 | 395,096 | 1,168,693 | 179,474 | 3 | 120 | |||
| Net assets | 1,347,108 | 108,098 | 1,068,688 | 80,907 | 26 | 34 |
The sections below discuss the performance of each segment in details.
MSG Segment
Operation results
The table below set out the sales amount of the products in this segment for the six months ended 30 June 2008 and 2007:
| Six months ended 30 June | |||
|---|---|---|---|
| Product | 2008 | 2007 | Change |
| RMB'000 | RMB'000 | % | |
| Glutamic acid | 619,455 | 528,071 | 17.3 |
| MSG | 298,755 | 261,446 | 14.3 |
| Fertilisers | 197,023 | 97,312 | 102.5 |
| Corn refined products | 272,669 | 156,186 | 74.6 |
| Sweeteners | 64,193 | 19,146 | 235.3 |
| Pharmaceuticals | 9,323 | – | N/A |
| Bricks | 241 | – | N/A |
| 1,461,659 | 1,062,161 | 37.6 |
Set out below is the chart of ASP per tonne of the major products in this segment of each quarter from the first quarter of 2007 to the second quarter of 2008:

Glutamic acid
After the continuous decrease of glutamic acid price and the market consolidation, the glutamic acid price has rebounded completely in the second quarter of 2008. The ASP of glutamic acid increased from approximately RMB5,964 per tonne in the first half of 2007 to approximately RMB6,048 per tonne in the first half of 2008, representing an increase of about 1.4%. During the six months ended 30 June 2008, the ASP of glutamic acid increased from approximately RMB5,644 per tonne in the first quarter of 2008 to approximately RMB6,523 per tonne in the second quarter of 2008, representing an increase of about 15.6%. Furthermore, the ASP of glutamic acid increased from approximately RMB5,650 per tonne in early 2008 to approximately RMB6,800 per tonne at the end of June 2008, representing an increase of about 20%. The increase was primarily because the drop in supply of glutamic acid, the market restructuring came into effect and the small and medium size manufacturers either closed down or shifted their production to other products in early 2008.
The Group managed to maintain its leading position and enlarged its market share in glutamic acid after market consolidation, and its sales volume of glutamic acid increased by approximately 15.6% in the first half of 2008 when compared to that in the first half of 2007.
MSG
Following the same pattern and reasons as that of glutamic acid, the ASP of MSG increased from approximately RMB6,106 per tonne in the first half of 2007 to approximately RMB6,257 per tonne in the first half of 2008, representing an increase of about 2.5%. The ASP of MSG increased from approximately RMB5,842 per tonne in the first quarter of 2008 to approximately RMB6,684 per tonne in the second quarter of 2008, representing an increase of 14.4%. Furthermore, the ASP of MSG increased from approximately RMB5,800 per tonne in the early 2008 to approximately RMB6,900 per tonne at the end of June 2008, representing an increase of 19%.
With the Group's strategy of moving from glutamic acid to MSG, the sales volume of MSG continued to increase by approximately 11.5% in the first half of 2008 from that of 2007. The Directors believe that the Group was increasing its market share in China at the same time. The Group will continue pursuing such strategy.
Fertilisers
Since the fourth quarter of 2007, the ASP of fertilisers has been increasing continuously due to the sustained growing prices in the international and PRC fertiliser markets. The ASP of fertilisers increased from approximately RMB452 per tonne in the first half of 2007 to approximately RMB1,009 per tonne in the first half of 2008, representing an increase of about 123.2%. The ASP of fertilisers increased from approximately RMB902 per tonne in the first quarter of 2008 to approximately RMB1,130 per tonne in the second quarter of 2008, representing an increase of 25.3%. Furthermore, the ASP of fertilisers increased from approximately RMB800 per tonne in early 2008 to approximately RMB1,100 per tonne at the end of June 2008, representing an increase of 37.5%.
Corn refined products
The increase in selling price of pork since 2007 led to the increase in demand for cornbased animal feed which continued pushing up the sales volume and amount of corn refined products in the first half of 2008.
Sweeteners
Although there was not much change in the ASP of sweeteners in the first half of 2008 from that 2007, the increase in market recognition increased the sales volume of the Group's sweeteners in the first half of 2008.
Gross profit and gross profit margin
| Six months ended 30 June | Change | ||
|---|---|---|---|
| 2008 | 2007 | % | |
| Gross profit (RMB'000) | 180,441 | 93,899 | 92.2 |
| Gross profit margin (%) | 12.3 | 8.8 | 3.5 ppts. |

The chart below shows the gross profit margin in different period:
The increase in gross profit of MSG segment by 92.2% was mainly due to the increase in sales volume and ASP of various products in the first half of 2008 in this segment. The gross profit margin of MSG segment has rebounded from 8.5% in the period between the second quarter of 2007 and first quarter of 2008 to 15.1% in the second quarter of 2008, representing an increase of 6.6 percentage points. The strong recovery in MSG segment since the second quarter of 2008 was the market consolidation in 2007 had further strengthened the Group's market position.
Production cost
| Six months ended 30 June | ||||||
|---|---|---|---|---|---|---|
| 2008 | 2007 | |||||
| RMB'000 | % | RMB'000 | % | Change % |
||
| Major raw materials/Energy | ||||||
| • Corn kernels | 656,647 | 51.5 | 590,759 | 56.5 | 11.2 | |
| • Liquid Ammonia | 152,610 | 12.0 | 123,347 | 11.8 | 23.7 | |
| • Sulphuric Acid | 126,338 | 9.9 | 35,904 | 3.4 | 251.9 | |
| • Coal | 114,147 | 9.0 | 94,778 | 9.1 | 20.4 | |
| Depreciation | 54,535 | 4.3 | 42,135 | 4.0 | 29.4 | |
| Employee benefit | 46,982 | 3.7 | 24,402 | 2.3 | 92.5 | |
| Others | 121,591 | 9.6 | 133,907 | 12.9 | (9.2) | |
| Total cost of production | 1,272,850 | 100.0 | 1,045,232 | 100.0 | 21.8 | |
During the first half of 2008, corn kernels represented approximately 51.5% (1H 2007: 56.5%) of the total production cost of this segment. The average cost of corn kernels for the first half of 2008 had been stabilised but still remained at a high level as that of the end of 2007 which was approximately RMB1,415 per tonne. (1H 2007: RMB1,352 per tonne).
Another two major raw materials, liquid ammonia and sulphuric acid represented approximately 12.0% (1H 2007: 11.8%) and 9.9% (1H 2007: 3.4%) respectively to the total production cost in this segment. The cost of these two raw materials increased gradually since 2007. The main reason for the increase in cost of liquid ammonia was the increase in coal price while the main reason for the increase in cost of sulphuric acid was the increase in market price of sulphur. For liquid ammonia, the average cost for the first half of 2008 was approximately RMB2,505 per tonne, which represent an increase of approximately RMB638 per tonne or 34% from that of 2007. For sulphuric acid, the average cost in the first half of 2008 was approximately RMB1,068 per tonne, which represent an increase of approximately RMB777 per tonne or 267% from that of 2007.
The average cost of coal kept increasing from RMB241 per tonne in the first half of 2007 to RMB315 per tonne of the same period in 2008. Given that the Group's plants are strategically located in Shaanxi Province and Inner Mongolia Autonomous Region of the PRC, the Group can enjoy relatively lower coal cost which is one of its competitive advantages. The chart below shows the coal cost at each plant:

The increase in cost of employee benefit was mainly because of the Group provided additional benefit to staff in order to comply the new Labour Contract Law enacted on 1 January 2008.
Production
The annual design production capacity, the actual production output and the utilisation rate of the major products for this segment were as follows:
| Six months ended 30 June | |||
|---|---|---|---|
| Product | 2008 | 2007 | Change |
| Tonnes | Tonnes | % | |
| Glutamic acid (Note C) | |||
| Annual design production capacity | 120,000 | 140,000 | (14.3) |
| Actual production output | 136,654 | 138,243 | (1.1) |
| Utilisation rate | 113.9% | 98.7% | |
| MSG (Note B) | |||
| Annual design production capacity | 65,000 | 37,500 | 73.3 |
| Actual production output | 52,925 | 34,961 | 51.4 |
| Utilisation rate | 81.4% | 93.2% | |
| Fertilisers (Note C) | |||
| Annual design production capacity | 200,000 | 245,000 | (18.4) |
| Actual production output | 185,364 | 188,756 | (1.8) |
| Utilisation rate | 92.7% | 77.0% |
Note:
A. All the annual design production capacity is expressed on pro-rata basis.
B. The significant increase in production capacity of MSG was mainly due to the full operation of MSG production line in IM plant.
C. The decrease in production capacity of glutamic acid and fertilisers was mainly due to the closure of Shandong production facilities.
Xanthan Gum Segment
Operation results
The table below set out the sales amount, ASP, gross profit, gross profit margin and utilisation rate of xanthan gum for the six months ended 30 June 2008 and 2007:
| Six months ended 30 June | Change | ||
|---|---|---|---|
| 2008 | 2007 | % | |
| Sales amount (RMB'000) | 168,740 | 56,960 | 196.2 |
| ASP (RMB/tonne) | 21,547 | 25,303 | (14.8) |
| Gross profit (RMB'000) | 57,236 | 20,219 | 183.1 |
| Gross profit margin (%) | 33.9 | 35.5 | (1.6 ppts.) |
| Annual design production capacity (tonnes) Actual production output (tonnes) Utilisation rate |
9,000 9,805 108.9% |
4,000 3,818 95.5% |
125 156.8 |
Note: the annual design production capacity is expressed on pro-rata basis.
With the commencement of production of xanthan gum in December 2007 in IM Plant, the annual production capacity of the Group in xanthan gum, on pro-rata basis, increased from 4,000 tonnes for the first half of 2007 to 9,000 tonnes for the same period in 2008.
Sales and ASP
With the outstanding effort of the sales team, the increase in production capacity of xanthan gum was mostly absorbed by the sales for the first half of 2008. Hence, the sales volume of xanthan gum increased by approximately 247.9% to 7,831 tonnes while the sales amount increased by approximately 196% to RMB168.7 million. During the first half of 2008, overseas sales of xanthan gum contributed 80% (1H 2007: 81%) to the total sales of the xanthan gum.
The decrease in ASP in the first half of 2008 of xanthan gum by RMB3,756 per tonne or 14.8% was mainly due to two folds:
- (1) the expansion of production capacity in the overall market which has driven down the selling price of xanthan gum; and
- (2) the Group intentionally offered discount to certain new customers in order to enlarge the market share of the Group in xanthan gum market.
Gross profit and gross profit margin
The increase in gross profit of xanthan gum in the first half of 2008 was mainly due to the increase in sale volume and the maintained high level of gross profit margin. The gross profit margin maintained at high level with a slight adjustment of 1.6% points in the first half of 2008 despite the decrease in ASP by approximately 15%. It was mainly brought by the cost advantage of producing xanthan gum with lower cost of coal in IM plant.
Production cost
| Six months ended 30 June | |||||
|---|---|---|---|---|---|
| 2008 | 2007 | Change | |||
| RMB'000 | % | RMB'000 | % | % | |
| Major raw materials/Energy | |||||
| • Corn kernels/Starch | 35,718 | 26.4 | 11,702 | 19.3 | 205.2 |
| • Soy bean | 11,734 | 8.7 | 3,474 | 5.7 | 237.8 |
| • Coal | 55,282 | 40.9 | 28,984 | 47.9 | 90.7 |
| Depreciation | 12,061 | 8.9 | 5,661 | 9.4 | 113.1 |
| Employee benefit | 9,381 | 6.9 | 2,466 | 4.1 | 280.4 |
| Others | 11,003 | 8.2 | 8,263 | 13.6 | 33.2 |
| Total cost of production | 135,179 | 100.0 | 60,550 | 100.0 | 123.3 |
During the first half of 2008, corn kernels/starch represented approximately 26.4% (2007: 19.3%) of the total production cost of this segment. The increase in production cost proportion was mainly because after the closure of the Junan Plant Phase I in 2008, the Group stopped the production of starch by itself in Shandong but purchased from outsiders. This in return increased the cost when compared to that of produced by itself.
Soy bean is another major raw material of xanthan gum. During the first half of 2008, soy bean represented approximately 8.7% (2007: 5.7%) of the total production cost of this segment. The increase in proportion was mainly due to the increase in soy bean price from approximately RMB2,749 per tonne in the first half of 2007 to approximately RMB4,577 per tonne in the first half of 2008, representing an increase of 66.5%.
During the first half of 2008, coal represented approximately 40.9% (1H 2007: 47.9%) of the total production cost of this segment. Such decrease was because during the period approximately 50% of the production was done by the plant in Inner Mongolia where the cost of coal was RMB264 per tonne compared to RMB563 per tonne in Shandong. In the first half of 2007, all the Group's xanthan gum was produced in the Junan Plant with coal cost at RMB478 per tonne. As such, the cost portion has significantly decreased in the first half of 2008.
The increase in cost of depreciation and employee benefit was mainly due to the increased production capacity of xanthan gum in IM Plant. Furthermore, the Group provided additional benefit to staff in order to comply with the new Labour Contract Law enacted on 1 January 2008.
Recent Development
Further expansion of xanthan gum production in IM Plant
The construction of the second phase xanthan gum production facilities in the IM Plant with an annual production capacity 10,000 tonnes is in progress. The Group expects the new facilities will commence production in the end of 2008. Upon completion of the second phase xanthan gum production facilities in IM Plant, the Group's total annual production capacity of xanthan gum will reach 28,000 tonnes. The Group will enjoy better economies of scale and efficiency and cost advantage in raw materials and energy.
70,000 tonnes MSG in Baoji Plant
The acquisition of a piece of land near Baoji Plant for the construction of 70,000 tonnes MSG is still under negotiation with the government. To avoid the delay in the commencement of production of MSG, the MSG production is now constructed inside the original plot of Baoji Plant and is expected to complete in October 2008. The Group is considering whether to continue the negotiation with government in acquisition of that piece of land.
Reengineering project of glutamic acid and MSG in IM Plant
Part of the reengineering project of glutamic acid and MSG in IM Plant has been completed in early August 2008. This improvement will further lower production cost of MSG segment. Furthermore, an annual production capacity of glutamic acid of 40,000 tonnes will be increased in late 2008 by this reengineering project.
Close down of Junan Plant Phase I
Junan Plant Phase I was closed down in February 2008. The removal of machinery and equipment to Baoji Plant and IM Plant is still underway and is expect to be completed in late 2008. By then, after reallocation and reengineering, the annual production capacity of glutamic acid and fertilisers in IM Plant will be increased by 40,000 tonnes and 100,000 tonnes respectively; the annual production capacity of 20,000 tonnes MSG will be reallocated to the Baoji Plant.
Corn oil
Corn germ produced during the production of starch was sold to third party in the past. Since 2008, the Group has considered new ways of improving the efficiency and profit margin. The Group is planning to make use of the corn germ to produce corn oil, which is perceived to be relatively healthy edible oil. The Group started the construction of corn oil plant in May 2008 in Junan Plant Phase II in Shandong and is expected to commence production in November 2008 with annual production capacity of 35,000 tonnes. The total investment of the plant is approximately RMB60 million.
Chicken powder
To further develop new value added products along the production chain, the Group is planning to make use of the MSG to produce chicken powder since early 2008. The Group commenced the construction of chicken powder production line in Junan Plant Phase II, Shandong in June 2008, which is expected to commence production in November 2008 with annual production capacity of 10,000 tonnes. The total investment of the production line is approximately RMB11 million.
Branding and business promotion plan
The Company will strengthen its marketing effort on its branding and promotion of its products by continuously participating in a number of exhibitions. In addition, the company will increase promotional campaigns including strengthening market research and advertisement in relevant magazines of the industry.
Other financial information
Selling and marketing expenses
The substantial increase in selling and marketing expenses is mainly due to the increase in transportation cost as the majority of the products are produced in IM Plant which is further away from our customers.
Administrative expenses
Administrative expenses maintained at similar level for the first half of 2008 as that of 2007. This explains that the Group's administrative activities were operated smoothly.
Finance cost
The finance costs of the Group for the six months ended 30 June 2008 increased by approximately RMB4 million when compared with that of 2007. Actually, the interest expenses are decreased by approximately RMB4 million since there was an exchange gain of approximately RMB8 million related to the bank borrowing denominated in US\$ was offset in the finance cost during the six months ended 30 June 2007.
The major reason for the decrease in interest expenses was the reduction of borrowings during the first five months in first half of 2008. Since some new borrowings are made in June 2008, the borrowings increased as at 30 June 2008 when compared with that of 2007.
Outlook for second half of 2008
MSG segment
The Directors expect the market consolidation in MSG market to continue in the second half of 2008. Small manufacturers with annual production capacity 30,000 tonnes or below are likely to be running out of business due to the increased in costs. Meanwhile, the market consolidation of medium manufacturers with annual production capacity below 100,000 tonnes will be in progress. It is expected that following the market restructuring, glutamic acid and MSG supplies will be further stabilised, hence the selling price of glutamic acid and MSG will be more stabilised. The sales volume of the Group's MSG is expected to increase following the commencement of production of the Group's 70,000 tonnes new MSG plant in October 2008.
With regard to the current market restructuring in MSG market, the ASPs of glutamic acid and MSG reached the high price in June 2008 and the Group expects the ASPs will maintain at the high level for the second half of 2008.
In light of the current market environment of fertilisers, the Directors believe that the selling price of fertilisers will maintain at the current high level in the second half of 2008.
Xanthan gum segment
In view of the favourable market environment of xanthan gum and together with the Group's advantages of low production cost in its IM plant, the Group will further expand its xanthan gum's annual production capacity to 28,000 tonnes before the end of 2008. By then, the Directors believe that the Group will further solidify its leading position in the global xanthan gum market. Although the Directors expect the selling price of xanthan gum will continue to drop, the Group is confident of maintaining its gross profit margin in xanthan gum segment. Two-third of xanthan gum will be produced in IM plant upon the completion of the 10,000 tonne annual production capacity of the second phase xanthan gum production facilities. The Group will be able to enjoy greater cost advantage by then.
Liquidity and financial resources
The Group maintained a healthy liquidity position throughout the period under review. As at 30 June 2008, the Group's cash and cash equivalent and restricted back deposits were RMB268 million (2007: RMB271 million) whereas current bank borrowings were approximately RMB315 million (2007: RMB318 million) and non-current bank borrowings were approximately RMB362 million (2007: RM312 million).
Material acquisitions or disposal of subsidiaries and associated companies
Except for the disclosure in note 15 business combination of the Group, the Group had no other material acquisition or disposal of the subsidiaries or associated companies for the six months ended 30 June 2008.
Employees
As at 30 June 2008, the Group had approximately 1,700 employees. Employees' remuneration was paid in accordance with relevant policies in the PRC. Appropriate salaries and bonuses were paid which are commensurate with the actual practices of the Group. Other corresponding benefits include pension, unemployment insurance, housing allowance, etc. Please refer to the paragraph headed "Share option schemes' under the "Other information" section below for the share options granted to certain Directors and employees of the Group before the IPO.
Charges on assets
As at 30 June 2008, certain leasehold land, property, plant and equipment of the Group with carrying value of approximately RMB330 million were pledged to certain banks to secure bank borrowings of RMB242 million of the Group.
Gearing ratio
As at 30 June 2008, the total assets of Group amounted to approximately RMB3,124 million (2007: RMB2,882 million) whereas the bank borrowings amounted to RMB677 million (2007: RMB630 million). The gearing ratio was approximately 22% (2007: 22%). The gearing ratio is calculated based on the Group's total interest-bearing borrowings divided by total assets.
Foreign exchange exposure
During the six months ended 30 June 2008, most of the revenue and operation cost of the Group were denominated in RMB. Most of the Listing Proceeds, which were denominated in Hong Kong dollar, has been translated into RMB for the use stipulated in prospectus of the Company dated 25 January 2007 during the period. Hence, the management expects that the appreciation of RMB will not have significant effect to the Group.
Condensed Consolidated income statement
| Six months ended 30 June | |||
|---|---|---|---|
| 2008 | 2007 | ||
| Note | RMB'000 | RMB'000 | |
| Unaudited | Unaudited | ||
| Revenue | 4 | 1,630,399 | 1,119,121 |
| Cost of sales | (1,392,722) | (1,005,003) | |
| Gross profit | 237,677 | 114,118 | |
| Other income Selling and marketing costs |
5 6 |
27,822 (78,217) |
17,768 (50,418) |
| Administrative expenses | 6 | (63,489) | (53,801) |
| Other operating expenses | 6 | (6,672) | (17,206) |
| Interest income from IPO | |||
| subscription deposits | – | 42,837 | |
| Finance costs | (22,380) | (18,819) | |
| Profit before income tax | 94,741 | 34,479 | |
| Income tax expense | 7 | (8,877) | (1,672) |
| Profit for the period attributable to shareholders | 85,864 | 32,807 | |
| Earnings per share for profit attributable to the Shareholders during the period |
|||
| (expressed in RMB cent per share) – basic and diluted |
8 | 5.17 | 2.07 |
| Dividends | – | – | |
Condensed Consolidated balance sheet
| As at | |||
|---|---|---|---|
| 30 June | 31 December | ||
| 2008 | 2007 | ||
| Note | RMB'000 | RMB'000 | |
| Unaudited | Audited | ||
| ASSETS | |||
| Non-current assets | |||
| Leasehold land payments | 10 | 99,393 | 63,070 |
| Property, plant and equipment | 10 | 1,775,797 | 1,674,021 |
| Deferred income tax assets | 6,390 | 6,390 | |
| 1,881,580 | 1,743,481 | ||
| Current assets | |||
| Inventories | 344,436 | 326,351 | |
| Trade and other receivables | 11 | 629,491 | 540,984 |
| Current income tax recoverable | 188 | – | |
| Short-term bank deposits | 45,200 | 42,170 | |
| Cash and cash equivalents | 223,192 | 228,849 | |
| 1,242,507 | 1,138,354 | ||
| Total assets | 3,124,087 | 2,881,835 | |
| EQUITY | |||
| Capital and reserves attributable to | |||
| the Shareholders | |||
| Share capital | 14 | 169,034 | 169,034 |
| Share premium | |||
| – Proposed final dividend – Others |
– 1,078,144 |
13,529 1,078,144 |
|
| Other reserves | (269,075) | (276,084) | |
| Retained earnings | 550,057 | 464,193 | |
| Total equity | 1,528,160 | 1,448,816 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Deferred income | 22,458 | 24,951 | |
| Borrowings | 13 | 362,000 | 312,000 |
| Deferred income tax liabilities | 898 | 898 | |
| 385,356 | 337,849 | ||
| Condensed Consolidated balance sheet (Continued) |
|||||
|---|---|---|---|---|---|
| Note | 30 June 2008 RMB'000 Unaudited |
As at 31 December 2007 RMB'000 Audited |
|||
| Current liabilities Trade, other payables and accruals Current income tax liabilities Current portion of deferred income Borrowings |
12 13 |
890,286 – 5,485 314,800 1,210,571 |
770,810 875 5,485 318,000 1,095,170 |
||
| Total liabilities | 1,595,927 | 1,433,019 | |||
| Total equity and liabilities Net current assets |
3,124,087 31,936 |
2,881,835 43,184 |
|||
| Total assets less current liabilities | 1,913,516 | 1,786,665 |
Condensed Consolidated statement of changes in equity
| Unaudited Attributable to equity holders of the Group |
|||||
|---|---|---|---|---|---|
| Share capital RMB'000 |
Share premium reserves RMB'000 |
Other reserves RMB'000 |
Retained earnings RMB'000 |
Total RMB'000 |
|
| Balance at 1 January 2007 | 123,372 | 278,326 | (301,478) | 426,173 | 526,393 |
| Profit for the six months | – | – | – | 32,807 | 32,807 |
| Issuance of Shares for Listing | 45,662 | 909,461 | – | – | 955,123 |
| Employees share option scheme: – value of employee services |
– | – | 11,205 | – | 11,205 |
| Dividends | – | (96,114) | – | – | (96,114 ) |
| Balance at 30 June 2007 | 169,034 | 1,091,673 | (290,273) | 458,980 | 1,429,414 |
| Balance at 1 January 2008 | 169,034 | 1,091,673 | (276,084) | 464,193 | 1,448,816 |
| Profit for the six months | – | – | – | 85,864 | 85,864 |
| Employees share option scheme: – value of employee services |
– | – | 7,009 | – | 7,009 |
| Dividends | – | (13,529) | – | – | (13,529 ) |
| Balance at 30 June 2008 | 169,034 | 1,078,144 | (269,075) | 550,057 | 1,528,160 |
Condensed consolidated cash flow statement
| Six months ended 30 June |
||
|---|---|---|
| 2008 RMB'000 Unaudited |
2007 RMB'000 Unaudited |
|
| Cash flows from operating activities | ||
| Cash generated from operations | 132,419 | 205,713 |
| Interest paid | (22,380) | (34,931) |
| Income taxes paid | (9,940) | (7,290) |
| Net cash flows generated from operating activities | 100,099 | 163,492 |
| Cash flows from investing activities | ||
| Acquisition of subsidiary, net of cash acquired | (3,202) | – |
| Purchases of property, plant and equipment | (97,098) | (406,554) |
| Payment for leasehold land | (29,253) | (120) |
| Proceeds from sale of property, plant and equipment | 97 | – |
| Interest received | 1,074 | 6,262 |
| Interest received from IPO subscription deposits | – | 42,837 |
| Net cash used in investing activities | (128,382) | (357,575) |
| Cash flows from financing activities | ||
| Proceeds from issurance of Shares | – | 950,144 |
| Dividends paid to the then shareholders | (13,529) | (96,114) |
| Government grants received | 7,684 | 4,009 |
| Proceeds from bank borrowings | 509,300 | 496,600 |
| Repayments of bank borrowings | (480,829) | (679,603) |
| Net cash generated from financing activities | 22,626 | 675,036 |
| Net (decrease)/increase in cash and cash equivalents | (5,657) | 480,953 |
| Cash and cash equivalents at beginning of the period | 228,849 | 41,094 |
| Cash and cash equivalents end of the period | 223,192 | 522,047 |
Notes to the condensed financial statements
1. GENERAL INFORMATION Fufeng Group Limited (the "Company"), was incorporated in the Cayman Islands on 15 June 2005 as an exempted company with limited liability. The Company's shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited ("SEHK") since 8 February 2007. The address of its registered office is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.
The Company and its subsidiaries (together, "The Group") are mainly engaged in the manufacture and sales of fermentation-based food additive and biochemical products and starch-based products.
2. BASIS OF PREPARATION
This condensed consolidated interim financial information for the six months ended 30 June 2008 has been prepared in accordance with Hong Kong Accounting Standard ("HKAS") 34, 'Interim financial reporting' issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"). The interim condensed financial report should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2007.
3. ACCOUNTING POLICIES
The accounting policies adopted are consistent with those described in the consolidated financial statements of the Group for the year ended 31 December 2007.
In the current interim period, the Group has applied, for the first time, the following new standard, amendment and interpretations ("new HKFRSs") issued by the Hong Kong Institute of Certified Public Accountants, which are effective for the Group's financial year beginning 1 January 2008.
HK(IFRIC) – Int 11 HKFRS 2 Group and Treasury Share Transaction1
1 Effective for annual periods beginning on or after 1 March 2007
The adoption of these new HKFRS had no material effect on the results or financial position of the Group for the current or prior accounting periods. Accordingly, no prior period adjustment has been recognized.
The Group has not early applied the following new standards or interpretations that have been issued but are not yet effective.
| HKAS 1 (Revised) HKAS 23 (Revised) HKAS 27 (Revised) HKAS 32 and HKAS 1 Amendments |
Presentation of Financial Statements1 Borrowing Costs1 Consolidated and Separate Financial Statement2 Puttable Financial Instruments and |
|---|---|
| Obligations Arising on Liquidation3 | |
| HKFRS 2 Amendment | Share-based Payment Vesting Conditions and Cancellations1 |
| HKFRS 3 (Revised) | Business Combination2 |
| HKFRS 8 | Operating Segment3 |
| HK(IFRIC) – Int 12 | Service Concession arrangements4 |
| HK(IFRIC) – Int 13 | Customer Loyalty Programmes5 |
| HK(IFRIC) – Int 14 | HKAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and Their Interaction4 |
1 Effective for annual periods beginning on or after 1 January 2009
2 Effective for annual periods beginning on or after 1 July 2009
3 Effective from 1 January 2009
4 Effective for annual periods beginning on or after 1 January 2008
5 Effective for annual periods beginning on or after 1 July 2008
For the application of these standards or interpretations, the management is either assessing the impact of or considers that there will have no material impact on the results and the financial position of the Group.
4. SEGMENT INFORMATION
The Group is principally engaged in the manufacture and sales of corn-based biochemical products including glutamic acid, MSG, fertilisers, xanthan gum, starch sweeteners, corn refined products, pharmaceuticals and bricks. Turnover and revenue represents gross sales, less discounts, returns and intragroup sales and is analysed as follows:
| Six months ended 30 June | |||
|---|---|---|---|
| 2008 | 2007 | ||
| RMB'000 | RMB'000 | ||
| Unaudited | Unaudited | ||
| Glutamic acid | 619,455 | 528,071 | |
| MSG | 298,755 | 261,446 | |
| Corn refined products | 272,669 | 156,186 | |
| Fertilisers | 197,023 | 97,312 | |
| Xanthan gum | 168,740 | 56,960 | |
| Starch sweeteners | 64,193 | 19,146 | |
| Pharmaceuticals | 9,323 | – | |
| Bricks | 241 | – | |
| 1,630,399 | 1,119,121 | ||
As at 30 June 2008, the Group is organised into two main business segments: MSG (which mainly includes the sales of glutamic acid, MSG, corn refined products, fertilisers and starch sweeteners, pharmaceuticals and bricks), and xanthan gum. There are no significant sales or other transactions between the business segments.
The segment results for the six months ended 30 June 2008 are as follows:
| MSG RMB'000 Unaudited |
Xanthan gum RMB'000 Unaudited |
Unallocated RMB'000 Unaudited |
Group RMB'000 Unaudited |
|
|---|---|---|---|---|
| Revenue | 1,461,659 | 168,740 | – | 1,630,399 |
| Segment results | 74,028 | 50,559 | (21,370) | 103,217 |
| Negative goodwill gained from acquisition |
9,957 | |||
| Cancellation of indebtedness due to debt restructuring |
3,947 | |||
| Finance costs | (22,380) | |||
| Profit before income tax Income tax expenses |
94,741 (8,877) |
|||
| Profit for the period | 85,864 |

The segment results for the six months ended 30 June 2007 are as follows:
| MSG RMB'000 Unaudited |
Xanthan gum RMB'000 Unaudited |
Unallocated RMB'000 Unaudited |
Group RMB'000 Unaudited |
|
|---|---|---|---|---|
| Revenue | 1,062,161 | 56,960 | – | 1,119,121 |
| Segment results | 27,536 | 16,203 | (33,278) | 10,461 |
| Interest income from IPO subscription deposits Finance costs |
42,837 (18,819 ) |
|||
| Profit before income tax Income tax expenses |
34,479 (1,672 ) |
|||
| Profit for the period | 32,807 |
Other segment items included in the income statement are as follows:
| MSG RMB'000 |
Xanthan gum RMB'000 |
Unallocated RMB'000 |
Group RMB'000 |
|
|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Unaudited | |
| Period ended 30 June 2008 | ||||
| Depreciation | 63,742 | 12,111 | 882 | 76,735 |
| Amortisation of leasehold land payments |
865 | 114 | – | 979 |
| Gain on disposals of property, | ||||
| plant and equipment | (4) | – | – | (4 ) |
| Period ended 30 June 2007 | ||||
| Depreciation | 47,868 | 5,694 | 126 | 53,688 |
| Amortisation of leasehold land | ||||
| payments | 833 | 114 | – | 947 |
| Write-down of inventories | 790 | – | – | 790 |
The segment assets and liabilities at 30 June 2008 and capital expenditure for the period then ended are as follows:
| MSG | Xanthan gum | Unallocated | Group | |
|---|---|---|---|---|
| RMB'000 | RMB'000 | RMB'000 | RMB'000 | |
| Unaudited | Unaudited | Unaudited | Unaudited | |
| Assets | 2,546,430 | 503,194 | 74,463 | 3,124,087 |
| Liabilities | 1,199,322 | 395,096 | 1,509 | 1,595,927 |
| Capital expenditure | 108,361 | 54,662 | 10 | 163,033 |
The segment assets and liabilities at 30 June 2007 and capital expenditure for the period then ended are as follows:
| MSG | Xanthan gum | Unallocated | Group | |
|---|---|---|---|---|
| RMB'000 | RMB'000 | RMB'000 | RMB'000 | |
| Unaudited | Unaudited | Unaudited | Unaudited | |
| Assets | 2,237,381 | 260,381 | 282,310 | 2,780,072 |
| Liabilities | 1,168,693 | 179,474 | 2,489 | 1,350,656 |
| Capital expenditure | 178,827 | 41,414 | – | 220,241 |
5. OTHER INCOME
| Six months ended 30 June | ||||
|---|---|---|---|---|
| 2008 | 2007 | |||
| RMB'000 Unaudited |
RMB'000 Unaudited |
|||
| Interest income | 1,074 | 6,262 | ||
| Amortization of deferred income | 5,017 | 2,599 | ||
| Sales of waste materials | 6,107 | 5,617 | ||
| Cancellation of indebtedness due to debt restructuring | 3,947 | – | ||
| Negative goodwill gained from acquisition Others |
9,957 1,720 |
– 3,290 |
||
| 27,822 | 17,768 |
6. EXPENSES BY NATURE
| Six months ended 30 June | ||
|---|---|---|
| 2008 | 2007 | |
| RMB'000 | RMB'000 | |
| Unaudited | Unaudited | |
| Amortisation of leasehold land payments | 979 | 947 |
| Depreciation of property, plant and equipment | 76,735 | 53,688 |
| Value on employee services for the share option scheme | 7,009 | 11,205 |
| Foreign exchange losses | 5,935 | 15,488 |
| Provision for impairment of inventories | – | 790 |
7. INCOME TAX EXPENSE
| Six months ended 30 June | |||
|---|---|---|---|
| 2008 | 2007 | ||
| RMB'000 | RMB'000 | ||
| Unaudited | Unaudited | ||
| Current income tax – PRC enterprise income tax ("EIT") Deferred income tax |
8,877 – |
4,139 (2,467 ) |
|
| 8,877 | 1,672 |
The Company was incorporated in the Cayman Islands as an exempted company with limited liability under the Companies Law (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and is exempted from payment of the Cayman Islands income tax.
Hong Kong profits tax has not been provided for as the Group has no estimated assessable profit in Hong Kong for the six months ended 30 June 2008 and 2007.
PRC EIT is calculated based on the effective tax rate on assessable profit of subsidiaries established in the PRC in accordance with PRC tax laws and regulations.
8. EARNINGS PER SHARE
| Six months ended 30 June | |||
|---|---|---|---|
| 2008 | |||
| Unaudited | 2007 Unaudited |
||
| Basic earning per share (in RMB) cents | 5.17 | 2.07 | |
Basic earnings per share for each of the six months ended 30 June 2008 and 2007 is calculated by dividing the profit for the period attributable to the shareholders of the Company by the weighted average number of ordinary shares in issue during the year.
The diluted earnings per share is the same as basic earnings per share because the average market price of ordinary shares for the six months ended 2008 did not exceed the exercise prices of each tranche of the share options, hence the share options are anti-dilutive and are ignored in the calculation of the diluted earnings per share.
9. DIVIDENDS
A 2007 final dividend of 0.82 cents per ordinary share, totalling RMB13,529,000 was paid in June 2008. It was disclosed as proposed final dividend for the year ended 2007.
The Directors do not recommend the payment of an interim dividend for the six months ended 30 June 2008 (1H 2007: nil).
10. CAPITAL EXPENDITURE
| Leasehold land payments RMB'000 Unaudited |
Property, plant and equipment RMB'000 Unaudited |
Total RMB'000 Unaudited |
|
|---|---|---|---|
| Six months ended 30 June 2007 | |||
| Opening net book amount at 1 January 2007 | 64,918 | 1,288,340 | 1,353,258 |
| Additions | 120 | 220,121 | 220,241 |
| Depreciation and amortisation | (947) | (53,688) | (54,635 ) |
| Closing net book amount at 30 June 2007 | 64,091 | 1,454,773 | 1,518,864 |
| Six months ended 30 June 2008 | |||
| Opening net book amount at 1 January 2008 | 63,070 | 1,674,021 | 1,737,091 |
| Additions | 29,253 | 133,780 | 163,033 |
| Acquisition of subsidiary | 8,049 | 44,824 | 52,873 |
| Disposal | – | (129) | (129 ) |
| Depreciation and amortisation | (979) | (76,735) | (77,714 ) |
| Depreciation disposal | – | 36 | 36 |
| Closing net book amount at 30 June 2008 | 99,393 | 1,775,797 | 1,875,190 |
11. TRADE AND OTHER RECEIVABLES
| As at | |||
|---|---|---|---|
| 30 June | |||
| 2008 | 31 December 2007 |
||
| RMB'000 | RMB'000 | ||
| Unaudited | Audited | ||
| Trade receivable (a) | 88,557 | 67,164 | |
| Notes receivable (b) | 488,840 | 426,214 | |
| Prepayments | 20,018 | 12,695 | |
| Deposits and other receivables | 32,076 | 34,911 | |
| 629,491 | 540,984 | ||
(a) The ageing analysis of the trade receivables was as follows:
| As at | ||||
|---|---|---|---|---|
| 30 June | 31 December | |||
| 2008 | 2007 | |||
| RMB'000 | RMB'000 | |||
| Unaudited | Audited | |||
| Within 3 months | 76,456 | 59,320 | ||
| Over 3 months | 12,101 | 7,844 | ||
| 88,557 | 67,164 |
The Group sold its products to customers and received settlement either in cash or in form of bank acceptance notes (note (b)) upon delivery of goods. The bank acceptance notes are usually with maturity dates within six months. Major customers with good repayment history are normally offered credit terms for not more than three months.
(b) As at 30 June 2008, notes receivables were all bank acceptance notes aged less than six months, including amount of RMB454,825,000 (2007: RMB344,299,000) applied for negotiation with the Group's suppliers for settling the amounts payable to them.
12. TRADE, OTHER PAYABLES AND ACCRUALS
| As at | |||
|---|---|---|---|
| 30 June | 31 December | ||
| 2008 | 2007 | ||
| RMB'000 | RMB'000 | ||
| Unaudited | Audited | ||
| Trade payable (a, c) | 506,772 | 447,664 | |
| Notes payable (b) | 4,000 | 8,950 | |
| Advances from customers | 89,224 | 89,650 | |
| Payables for leasehold land, property, plant and equipment | 217,850 | 181,065 | |
| Other payables and accruals | 72,440 | 43,481 | |
| 890,286 | 770,810 | ||
(a) The ageing analysis of the trade payables was as follows:
| As at | |||
|---|---|---|---|
| 30 June | 31 December | ||
| 2008 | 2007 | ||
| RMB'000 | RMB'000 | ||
| Unaudited | Audited | ||
| Within 3 months 3 to 6 months |
480,613 3,430 |
426,788 5,642 |
|
| 6 to 12 months | 13,793 | 10,097 | |
| Over 1 year | 8,936 | 5,137 | |
| 506,772 | 447,664 |
- (b) Notes payables were all bank acceptance notes with maturity dates within six months and aged less than six months.
- (c) As at 30 June 2008, notes receivables of RMB454,825,000 (2007: RMB344,299,000) were applied for negotiation with the Group's suppliers for settling the amounts payable to them.
13. BORROWINGS
| As at | |||
|---|---|---|---|
| 30 June | 31 December | ||
| 2008 | 2007 | ||
| RMB'000 | RMB'000 | ||
| Unaudited | Audited | ||
| Non-current | 362,000 | 312,000 | |
| Current | 314,800 | 318,000 | |
| 676,800 | 630,000 |
Movements in borrowings is analysed as follows:
| RMB'000 (Unaudited) |
|
|---|---|
| Six months ended 30 June 2007 | |
| Opening amount as at 1 January 2007 | 749,630 |
| New borrowings | 496,600 |
| Amortization of discount | 6,702 |
| Repayments of borrowings | (679,603 ) |
| Exchange differences | (7,929 ) |
| Closing amount as at 30 June 2007 | 565,400 |
| Six months ended 30 June 2008 | |
| Opening amount as at 1 January 2008 | 630,000 |
| New borrowings | 509,300 |
| Acquisition of subsidiary | 18,329 |
| Repayments of borrowings | (480,829 ) |
| Closing amount as at 30 June 2008 | 676,800 |
Interest expenses on borrowings and loans for the six months ended 30 June 2008 was RMB22,380,000 (30 June 2007: RMB18,819,000).
14. SHARE CAPITAL
| Number of authorised shares '000 Unaudited |
Number of issued and fully paid shares '000 Unaudited |
Ordinary shares RMB'000 Unaudited |
Share premium RMB'000 Unaudited |
Total RMB'000 Unaudited |
|
|---|---|---|---|---|---|
| Opening balance at 1 January 2007 Increase Shares for the Listing Dividends paid |
10,000,000 – – |
1,200,000 460,000 – |
123,372 45,662 – |
278,326 909,461 (96,114 ) |
401,698 955,123 (96,114 ) |
| At 30 June 2007 | 10,000,000 | 1,660,000 | 169,034 | 1,091,673 | 1,260,707 |
| Opening balance at 1 January 2008 Dividends paid |
10,000,000 – |
1,660,000 – |
169,034 – |
1,091,673 (13,529 ) |
1,260,707 (13,529 ) |
| At 30 June 2008 | 10,000,000 | 1,660,000 | 169,034 | 1,078,144 | 1,247,178 |
On 8 February 2007, 400,000,000 shares of HK\$0.10 each of the Company were listed on the Stock Exchange which were issued through a public offer in Hong Kong and an international placing with institutional and professional investors.
On 14 February 2007, additional 60,000,000 shares of HK\$0.10 each of the Company were listed on the Stock Exchange which were issued through exercising the over-allotment option by the underwriters in respect of the Listing.
15. BUSINESS COMBINATION – THE GROUP
On 25 January 2008, the Group acquired 100% of the share capital of Shenhua Pharmaceutical, a company which operates in the bio-chemical field by applying fermentation technology on its production. The acquired business contributed revenues of RMB9,323,000 and net profit of RMB3,221,000 to the Group for the period from 25 January 2008 to 30 June 2008. These amounts have been calculated using the Group's accounting policies and by adjusting the results of the subsidiary to reflect the additional depreciation and amortisation that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had applied from 25 January 2008, together with the consequential tax effects.
For the acquisition, the Group has a negative goodwill of RMB9,957,000 which represents the excess of fair value of net assets acquired over the purchases consideration.
There were no acquisitions in the period ended 30 June 2007.
16. CONTINGENT LIABILITIES – THE GROUP
As at 30 June 2008 and 2007, the Group had no material contingent liabilities.
17. RELATED PARTY TRANSACTIONS
Key management compensation is set out below:
| Six months ended 30 June | ||||
|---|---|---|---|---|
| 2008 | 2007 | |||
| RMB'000 | RMB'000 | |||
| Unaudited | Unaudited | |||
| Salaries and allowances | 2,518 | 2,186 | ||
| Pension costs-defined contribution plan | 129 | 25 | ||
| Share options granted | 4,049 | 6,363 | ||
| 6,696 | 8,574 | |||
Key management are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including directors and executive officers.
18. APPROVAL ON THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION
The condensed consolidated interim financial information was reviewed by the audit committee of the Company and approved by the board of Directors on 12 August 2008 and 14 August 2008, respectively.
OTHER INFORMATION
Corporate governance
The Company is committed to establishing and ensuring a high standard of corporate governance practices which place emphasis on quality of the board, sound and efficient internal control and accountability as well as transparency to equity holders. The Directors are in the opinion that the Company has complied with the code provisions as set out in the Code on Corporate Governance Practices in Appendix 14 to the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") since the Listing Date to 30 June 2008.
The audit committee of the Company has reviewed the Group's unaudited interim financial statements for the six months ended 30 June 2008.
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 to the Listing Rules. Specific enquiries have been made with all Directors who have confirmed that they have complied with the required standard set out in the Model Code and the Company's code of conduct regarding Directors' securities transactions during the period under review.
Purchase, redemption or sale of securities of the Company
Neither the Company nor any of its subsidiaries purchased, redeemed or sold any of the Company's listed securities during the six months ended 30 June 2008.
Share option scheme
The Company adopted two share option schemes on 10 January 2007, pursuant to which the Company is entitled to grant options prior to and after the IPO. Pursuant to the share option scheme of the Company adopted on 10 January 2007 in relation to the grant of options prior to the IPO (the "Pre-IPO Share Option Scheme"), the Company granted options to subscribe for an aggregate of 96,000,000 Shares on 10 January 2007 to certain Directors and eligible employees. Details of the share options granted and outstanding under the Pre-IPO Share Option Scheme during the six months ended 30 June 2008 are as follows:
| Number of share options | Exercise | |||||
|---|---|---|---|---|---|---|
| Directors and eligible employees |
At 1 January 2008 |
Lapsed during the period |
At 30 June 2008 |
Date of grant |
price (HK\$) |
Exercise period |
| Mr. Wang Longxiang (executive Director) |
16,000,000 | – | 16,000,000 | 10/1/2007 | 2.23 | 8/8/2009 – 7/8/2012 |
| Centrepoint Assets Management Limited (a company wholly-owned Mr. Gong Qingli, an executive Director) |
16,000,000 | – | 16,000,000 | 10/1/2007 | 2.23 | 8/8/2007 – 7/8/2011 |
| Other eligible employees | 61,600,000 | (3,360,000 ) | 58,240,000 | 10/1/2007 | 2.23 | 8/8/2009 – 7/8/2012 |
| 93,600,000 | (3,360,000 ) | 90,240,000 |
Notes:
The following assumptions were used to calculate the fair values of share options:
| Average share price | HK\$1.98 |
|---|---|
| Exercise price | HK\$2.23 |
| Expected life of options | 4.6 – 5.6 years |
| Expected volatility | 40% |
| Expected dividend yield | 2.6% |
| Risk free rate | 3.59% |
The Binomial option pricing model requires the input of highly subjective assumptions.
Interest of Directors and chief executive
The interest and short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)(the "SFO")) as at 30 June 2008, as recorded in the register required to be kept under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code were as follows:
Long position
| Name of Director | Name of company | Capacity | Number and class of securities |
Percentage of interests to total issued share capital (approximate) |
|---|---|---|---|---|
| Li Xuechun | The Company | Interests of controlled corporation (Note 1) |
786,000,000 Shares | 47.35% |
| Wang Longxiang | The Company | Beneficial interests (Note 2) | 16,000,000 Shares | 0.96% |
| Gong Qingli | The Company | Interests of controlled corporation (Note 3) |
16,000,000 Shares | 0.96% |
Notes:
-
- The interest in these Shares is held by Motivator Enterprises Limited, the entire issued share capital of which is wholly and beneficially owned by Mr. Li Xuechun, an executive Director and the chairman of the Company. Accordingly, Mr. Li Xuechun is deemed to be interested in all Shares held by Motivator Enterprises Limited under the SFO.
-
- These Shares represent the Shares which might be allotted and issued to Mr. Wang Longxiang, an executive Director, upon the exercise in full of the option granted to him pursuant to the Pre-IPO Share Option Scheme.
-
- These Shares represent the Shares which might be allotted and issued to Centerpoint Assets Management Limited, a company wholly and beneficially owned by Mr. Gong Qingli, an executive Director, upon the exercise in full of the option granted to Centerpoint Assets Management Limited pursuant to the Pre-IPO Share Option Scheme.
Save as disclosed above, for the six months ended 30 June 2008, none of the Directors or the chief executive of the Company had an interest or short position in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register of interests required to be kept by the Company pursuant to section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
Interest of persons holding 5% or more interests
As at 30 June 2008, the interests and short positions of the persons, other than a Director or chief executive of the Company, in the Shares and underlying Shares as recorded in the register required to be kept under section 336 of the SFO were as follows:
Long position
| Name | Name of Group Member |
Capacity | Class and number of securities |
Percentage of interests to total issued share capital (approximate) |
|---|---|---|---|---|
| Motivator Enterprises Limited (Note 1) |
The Company | Beneficial interests | 786,000,000 Shares | 47.35% |
| Shi Guiling (Note 2) | The Company | Interests of spouse | 786,000,000 Shares | 47.35% |
| Ever Soar Enterprises Limited (Note 3) |
The Company | Beneficial interests | 205,680,000 Shares | 12.39% |
Notes:
-
- The interest in these Shares is held by Motivator Enterprises Limited, the entire issued share capital of which is wholly and beneficially owned by Mr. Li Xuechun, an executive Director and the chairman of the Company. Accordingly, Mr. Li Xuechun is deemed to be interested in all Shares held by Motivator Enterprises Limited under the SFO.
-
- Ms. Shi Guiling is the spouse of Mr. Li Xuechun. Accordingly, she is also deemed to be interested in the 786,000,000 Shares held by Motivator Enterprises Limited, which in turn is also deemed to be interested by Mr. Li Xuechun under the SFO.
-
- Ever Soar Enterprises Limited is owned as to 25% by Mr. Wu Xindong, 15% by Mr. Yan Ruliang, 15% by Mr. Feng Zhenquan, 15% by Mr. Xu Guohua, 15% by Mr. Li Deheng (all of whom are executive Directors) and 15% by Ms. Guo Yingxi.
Save as disclosed above, for the six months ended 30 June 2008, according to the register of interests required to be kept by the Company under section 336 of the SFO, there was no person who had any interest or short position in the shares or underlying shares of the Company.
Glossary
| ASP | Average selling price(s) |
|---|---|
| Baoji Plant | the production plant of the Group located in Baoji City, Shaanxi Province, the PRC |
| Board | the board of Directors |
| Company | Fufeng Group Limited |
| Director(s) | the director(s) of the Company |
| Group | the Company and its subsidiaries |
| HKFRS | the Hong Kong Financial Reporting Standards |
| Hong Kong | the Hong Kong Special Administrative Region of the PRC |
| IM Plant | the production plant of the Group located in Inner Mongolia Autonomous Region, the PRC |
| IPO | Initial public offering of the Shares on 8 February 2007 |
| Junan Plant | the production plant of the Group located in Junan County (莒南縣), Shandong Province, the PRC |
| Junan Plant Phase I | phase I of the Junan Plant which commenced commercial production in June 1999 |
| Junan Plant Phase II | phase II of the Junan Plant which commenced commercial production in November 2003 |
| Listing | listing of the Shares on the Stock Exchange |
| MSG | monosodium glutamate, a salt of glutamic acid which is commonly used as a flavour enhancer and additive in the food industry, restaurant and household application |
| PRC | the People's Republic of China, which for the purpose of this report exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan |
|---|---|
| Share(s) | share(s) in the share capital of the Company |
| Shareholder(s) | holder(s) of the Share(s) |
| Shenhua Pharmaceutical | Shenhua Pharmaceutical Co. Ltd, a company with limited liability established in Jiangsu Province of the PRC |
| RMB | Renminbi, the lawful currency of the PRC |
| HK\$ | Hong Kong dollars, the lawful currency of Hong Kong |
| US\$ | United States dollars, the lawful currency of United States |
| % | per cent |