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Fufeng Group Limited Interim / Quarterly Report 2012

Aug 14, 2012

49286_rns_2012-08-14_b55d5266-3587-4ada-bfe4-4b1574522250.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.

==> picture [91 x 71] intentionally omitted <==

Fufeng Group Limited 阜豐集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 546)

ANNOUNCEMENT OF INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2012

HIGHLIGHTS OF 2012 INTERIM RESULT

  • Production and sales volumes of MSG and Xanthan gum recorded high. Sales volume of MSG and xanthan gum was approximately 459,285 tonnes and approximately 26,971 tonnes, representing an increase of 65.8% and 25.2%, respectively

  • The Group’s annual production capacities of MSG increased to 1,050,000 tonnes, after the commencement of operation of Hulunbeir Plant Phase 2 in the second quarter of 2012

  • Turnover increased to RMB5,539.9 million, representing an increase of 45.2% from the corresponding period in 2011

  • Gross profit slightly decreased by 0.4% to RMB824.8 million

  • Gross profit margin decreased to 14.9%

  • Profit attributable to shareholders decreased by 34.7% to RMB274.3 million

  • Earnings per share – basic and diluted for the first half of 2012 was HK19.58 cents and HK19.50 cents respectively (1H 2011: HK29.40 cents and HK27.73 cents)

  • Return on equity for the first half of 2012 was 14.9% (1H 2011: 25.0%)

  • The Board does not recommend the payment of an interim dividend

  • calculated on an annualised basis

1

The Board is pleased to announce the unaudited condensed consolidated results of the Group prepared under HKFRS for the six months ended 30 June 2012 together with comparative figures are as follows:

INTERIM CONDENSED CONSOLIDATED INCOME STATEMENT

Note Six months ended 30 June
2012
2011
RMB’000
RMB’000
Unaudited
Unaudited
5,539,921
3,815,117
(4,715,113)
(2,986,696)
824,808
828,421
57,018
68,279
(248,380)
(188,466)
(213,399)
(183,639)
(7,781)
(8,638)
412,266
515,957
(111,737)
(48,753)
300,529
467,204
(26,260)
(46,955)
274,269
420,249
15.96
24.45
15.90
23.06

141,018
Revenue
3
Cost of sales
7
Gross profit
Other income
6
Selling and marketing expenses
7
Administrative expenses
7
Other operating expenses
7
Operating profit
Finance costs
Profit before income tax
Income tax expense
8
Profit for the period attributable to
the Shareholders
Earnings per share for profit
attributable to the Shareholders
during the period
(expressed in RMB cent per share)
– basic
9
– diluted
Dividends
10
5,539,921
(4,715,113)
824,808
57,018
(248,380)
(213,399)
(7,781)
412,266
(111,737)
300,529
(26,260)
274,269
15.96
15.90

2

INTERIM CONDENSED CONSOLIDATED BALANCE SHEET

Note 30 June
2012
RMB’000
Unaudited
31 December
2011
RMB’000
Audited
265,217
6,032,345

29,079
6,326,641
1,179,863
1,738,737
30,164
583,917
3,532,681
9,859,322
174,097
188,576
18,877
41,981
2,983,172
3,406,703
ASSETS
Non-current assets
Leasehold land payments
11
Property, plant and equipment
11
Intangible assets
11
Deferred income tax assets
Current assets
Inventories
Trade and other receivables
12
Short-term bank deposits
Cash and cash equivalents
Total assets
EQUITY
Capital and reserves attributable to
the Shareholders
Share capital
15
Share premium
15
Other reserves
Retained earnings
– Proposed final dividend
– Others
Total equity
261,485
6,618,223

34,109
6,913,817
1,107,673
2,179,564
73,320
711,126
4,071,683
10,985,500
175,486
228,126
12,976

3,257,441
3,674,029

3

Note 30 June
2012
RMB’000
Unaudited
31 December
2011
RMB’000
Audited
199,942
2,844,147
20,166
3,064,255
2,630,637
53,727
704,000
3,388,364
6,452,619
9,859,322
144,317
6,470,958
LIABILITIES
Non-current liabilities
Deferred income
Borrowings
14
Deferred income tax liabilities
Current liabilities
Trade, other payables and accruals
13
Current income tax liabilities
Borrowings
14
Total liabilities
Total equity and liabilities
Net current (liabilities)/assets
Total assets less current liabilities
193,979
1,864,141
21,938
2,080,058
2,856,377
45,364
2,329,672
5,231,413
7,311,471
10,985,500
(1,159,730)
5,754,087

4

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

1. BASIS OF PREPARATION

This condensed consolidated interim financial information for the six months ended 30 June 2012 has been prepared in accordance with HKAS 34, ‘Interim financial reporting’. The condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2011, which have been prepared in accordance with HKFRSs.

1.1 Going-concern basis

The Group meets its day-to-day working capital requirements through its bank facilities. The current economic conditions continue to create uncertainty particularly over (a) the level of demand for the Group’s products; and (b) the availability of bank finance for the foreseeable future. The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level of its current facilities. The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its condensed consolidated interim financial statements.

2. ACCOUNTING POLICIES

Except as described below, the accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2011, as described in those annual financial statements.

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

There are no amended standards or interpretations that are effective for the first time for this interim period that could be expected to have a material impact on this Group.

5

The following new standards and amendments to standards have been issued but are not effective for the financial year beginning 1 January 2012 and have not been early adopted:

HKAS 1 (Amendment) ‘Presentation of financial statements’[1] HKFRS 10 ‘Consolidated financial statements’[2] HKAS 13 ‘Fair value measurements’[2] HKAS 19 (Amendment) ‘Employee benefits’[2] HKFRS 7 (Amendment) ‘Financial instruments: Disclosures – Offsetting financial assets and financial liabilities’[2] HKFRS 12 ‘Disclosures of interests in other entities’[2] HKAS 32 (Amendment) ‘Financial instruments: Presentation – Offsetting financial assets and financial liabilities’[3] HKFRS 9 ‘Financial instruments’[4]

1 Effective for annual periods beginning on or after 1 July 2012

2 Effective for annual periods beginning on or after 1 January 2013

3 Effective for annual periods beginning on or after 1 January 2014

4 Effective for annual periods beginning on or after 1 January 2015

There are no other HKFRSs or HK(IFRIC) interpretations that are not yet effective that would be expected to have a material impact on the group.

3. SEGMENT INFORMATION

The chief operating decision-maker has been identified as the Board. The Board reviews the Group’s internal reporting in order to assess performance and allocate resources. The Board has determined the operating segments based on these reports.

The Board considers the business from a product perspective. Management assesses the performance of MSG and xanthan gum. The chief operating decisionmaker assesses the performance of the operating segments based on a measure of segment profit or loss.

6

The Group’s operations are mainly organised under the following business segments:

Manufacturing and sale of:

  • MSG, including MSG, glutamic acid, corn refined products, fertilisers, starch sweeteners, corn oil, compound seasoning, branched-chain amino acid, pharmaceuticals and bricks;

  • Xanthan gum

Approximately 85% (30 June 2011: 82%) of the Group’s revenue and business activities are conducted in the PRC.

The Board assesses the performance of the business segments based on profit before income tax without allocation of finance costs, which is consistent with that in the financial statements.

The revenue of the Group for the six months ended 30 June 2012 and 2011 are set out as following:

Six months ended 30 June
2012
2011
RMB’000
RMB’000
Unaudited
Unaudited
Six months ended 30 June
2012
2011
RMB’000
RMB’000
Unaudited
Unaudited
MSG
Corn refined products
Xanthan gum
Fertilisers
Starch sweeteners
Threonine
Corn oil
Glutamic acid
Others
3,394,687
725,302
499,057
468,203
199,916
76,327
53,598
49,786
73,045
5,539,921
2,219,246
474,602
399,414
253,092
210,527
60,899
50,308
89,826
57,203
3,815,117

7

The segment results for the six months ended 30 June 2012 are as follows:

MSG
Xanthan
gum
Unallocated
Group
RMB’000
RMB’000
RMB’000
RMB’000
Unaudited
Unaudited
Unaudited
Unaudited
MSG
Xanthan
gum
Unallocated
Group
RMB’000
RMB’000
RMB’000
RMB’000
Unaudited
Unaudited
Unaudited
Unaudited
MSG
Xanthan
gum
Unallocated
Group
RMB’000
RMB’000
RMB’000
RMB’000
Unaudited
Unaudited
Unaudited
Unaudited
MSG
Xanthan
gum
Unallocated
Group
RMB’000
RMB’000
RMB’000
RMB’000
Unaudited
Unaudited
Unaudited
Unaudited
MSG
Xanthan
gum
Unallocated
Group
RMB’000
RMB’000
RMB’000
RMB’000
Unaudited
Unaudited
Unaudited
Unaudited
Revenue
Segment results
Finance costs
Profit before income tax
Income tax expenses
Profit for the period
5,040,864
242,503
499,057
178,371

(8,608)
5,539,921
412,266
(111,737)
300,529
(26,260)
274,269

Other segment items included in the income statement are as follows:

MSG
Xanthan
gum
Unallocated
Group
RMB’000
RMB’000
RMB’000
RMB’000
Unaudited
Unaudited
Unaudited
Unaudited
MSG
Xanthan
gum
Unallocated
Group
RMB’000
RMB’000
RMB’000
RMB’000
Unaudited
Unaudited
Unaudited
Unaudited
MSG
Xanthan
gum
Unallocated
Group
RMB’000
RMB’000
RMB’000
RMB’000
Unaudited
Unaudited
Unaudited
Unaudited
MSG
Xanthan
gum
Unallocated
Group
RMB’000
RMB’000
RMB’000
RMB’000
Unaudited
Unaudited
Unaudited
Unaudited
MSG
Xanthan
gum
Unallocated
Group
RMB’000
RMB’000
RMB’000
RMB’000
Unaudited
Unaudited
Unaudited
Unaudited
Depreciation
Amortisation of leasehold land
payments
Capital expenditure
236,157
977
580,523
16,172
292
260,873
662
43
296
252,991
1,312
841,692

8

The segment assets and liabilities at 30 June 2012 are as follows:

MSG
Xanthan
gum
Unallocated
Group
RMB’000
RMB’000
RMB’000
RMB’000
Unaudited
Unaudited
Unaudited
Unaudited
MSG
Xanthan
gum
Unallocated
Group
RMB’000
RMB’000
RMB’000
RMB’000
Unaudited
Unaudited
Unaudited
Unaudited
MSG
Xanthan
gum
Unallocated
Group
RMB’000
RMB’000
RMB’000
RMB’000
Unaudited
Unaudited
Unaudited
Unaudited
MSG
Xanthan
gum
Unallocated
Group
RMB’000
RMB’000
RMB’000
RMB’000
Unaudited
Unaudited
Unaudited
Unaudited
MSG
Xanthan
gum
Unallocated
Group
RMB’000
RMB’000
RMB’000
RMB’000
Unaudited
Unaudited
Unaudited
Unaudited
Total assets
Total liabilities
9,159,824
3,908,149
1,724,601
506,552
101,075
10,985,500
2,896,770
7,311,471
7,311,471

The segment results for the six months ended 30 June 2011 are as follows:

MSG
RMB’000
Unaudited
Xanthan
gum
Unallocated
RMB’000
RMB’000
Unaudited
Unaudited
Xanthan
gum
Unallocated
RMB’000
RMB’000
Unaudited
Unaudited
Group
RMB’000
Unaudited
Revenue
Segment results
Finance costs
Profit before income tax
Income tax expenses
Profit for the period
3,415,703
402,409
399,414
125,447

(11,899)
3,815,117
515,957
(48,753)
467,204
(46,955)
420,249

9

Other segment items included in the income statement are as follows:

MSG
RMB’000
Unaudited
Xanthan
gum
Unallocated
RMB’000
RMB’000
Unaudited
Unaudited
Xanthan
gum
Unallocated
RMB’000
RMB’000
Unaudited
Unaudited
Group
RMB’000
Unaudited
Depreciation
Amortisation of leasehold
land payments
Capital expenditure
132,523
873
943,597
20,329
377
49,209
708
43
904
153,560
1,293
993,710

The segment assets and liabilities at 30 June 2011 are as follows:

MSG
RMB’000
Unaudited
Xanthan
gum
Unallocated
RMB’000
RMB’000
Unaudited
Unaudited
Xanthan
gum
Unallocated
RMB’000
RMB’000
Unaudited
Unaudited
Group
RMB’000
Unaudited
Total assets
Total liabilities
7,032,749
1,897,774
1,025,018
309,696
442,804
2,936,536
8,500,571
5,144,006

4. ESTIMATES

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2011.

10

5. FINANCIAL RISK MANAGEMENT

5.1 Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, fair value interest rate risk and cash flow interest rate risk), credit risk and liquidity risk.

The interim condensed consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s annual financial statements as at 31 December 2011.

There have been no changes in the risk management department since year end or in any risk management policies.

5.2 Liquidity risk

According to the terms in the offering memorandum of convertible bonds issued on 25 March 2010, the bondholders have the option to redeem all or some only of such bonds on 1 April 2013. So such bonds with a balance of RMB995,672,000 is reclassified to current portion of borrowings.

Compared to year end, there were additional current borrowings of RMB630,000,000 in the contractual undiscounted cash out flows for financial liabilities.

5.3 Fair value estimation

The carrying value less impairment provision of trade and other receivables, cash and cash equivalents and short-term bank deposits are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.

11

6. OTHER INCOME

Six months ended 30 June
2012
2011
RMB’000
RMB’000
Unaudited
Unaudited
Six months ended 30 June
2012
2011
RMB’000
RMB’000
Unaudited
Unaudited
Interest income
Amortisation of deferred income
Sales of waste materials
Others
2,137
16,750
34,832
3,299
57,018
4,311
20,419
40,374
3,175
68,279

7. EXPENSES BY NATURE

Six months ended 30 June Six months ended 30 June
2012 2011
RMB’000 RMB’000
Unaudited Unaudited
Amortisation of leasehold land payments 1,312 1,293
Depreciation of property, plant and equipment 252,991 153,560
Value on employee services
for the share option schemes 4,064 8,121
Foreign exchange losses 5,114 7,147
Write-down of inventories 102

12

8. INCOME TAX EXPENSE

Six months ended 30 June
2012
2011
RMB’000
RMB’000
Unaudited
Unaudited
Six months ended 30 June
2012
2011
RMB’000
RMB’000
Unaudited
Unaudited
Current income tax
– PRC enterprise income tax (“EIT”)
Deferred income tax
29,518
(3,258)
26,260
47,493
(538)
46,955

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 2012 and 2011.

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.

9. EARNINGS PER SHARE

Six months ended 30 June Six months ended 30 June
2012 2011
Unaudited Unaudited
Earnings per share for profit attributable to the
Shareholders (RMB cents per Share)
– basic 15.96 24.45
– diluted 15.90 23.06

Earnings per share – basic and diluted for the first half of 2012 was RMB15.96 cents and RMB15.90 cents respectively (equivalent to HK19.58 cents and HK19.50 cents) (1H 2011: RMB24.45 cents and RMB23.06 cents (equivalent to HK29.40 cents and HK27.73 cents)).

13

10. DIVIDENDS

A 2011 final dividend of HK3 cents (equivalent to RMB2.44 cents) per Share, totalling HKD52,561,000 (equivalent to RMB41,981,000) was paid in May 2012.

The Board does not recommend the payment of an interim dividend for the six months ended 30 June 2012 (1H 2011: HK10 cents).

11. LEASEHOLD LAND PAYMENTS, PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

Leasehold
land
payments
Property,
plant and
equipment
Intangible
assets
Total
RMB’000
RMB’000
RMB’000
RMB’000
Unaudited
Unaudited
Unaudited
Unaudited
Six months ended
30 June 2011
Opening net book amount
at 1 January 2011
169,187
4,087,675

4,256,862
Additions
62,941
930,727
42
993,710
Disposals

(24)

(24)
Depreciation and
amortisation
(1,293)
(153,560)

(154,853)
Impairment charge


(42)
(42)
Closing net book amount
at 30 June 2011
230,835
4,864,818

5,095,653
Six months ended
30 June 2012
Opening net book amount
at 1 January 2012
265,217
6,032,345

6,297,562
Additions
735
839,907
1,050
841,692
Disposals

(1,038)

(1,038)
Reimbursement
(3,155)


(3,155)
Depreciation and
amortisation
(1,312)
(252,991)

(254,303)
Impairment charge


(1,050)
(1,050)
Closing net book amount
at 30 June 2012
261,485
6,618,223

6,879,708
Leasehold
land
payments
Property,
plant and
equipment
Intangible
assets
Total
RMB’000
RMB’000
RMB’000
RMB’000
Unaudited
Unaudited
Unaudited
Unaudited
Six months ended
30 June 2011
Opening net book amount
at 1 January 2011
169,187
4,087,675

4,256,862
Additions
62,941
930,727
42
993,710
Disposals

(24)

(24)
Depreciation and
amortisation
(1,293)
(153,560)

(154,853)
Impairment charge


(42)
(42)
Closing net book amount
at 30 June 2011
230,835
4,864,818

5,095,653
Six months ended
30 June 2012
Opening net book amount
at 1 January 2012
265,217
6,032,345

6,297,562
Additions
735
839,907
1,050
841,692
Disposals

(1,038)

(1,038)
Reimbursement
(3,155)


(3,155)
Depreciation and
amortisation
(1,312)
(252,991)

(254,303)
Impairment charge


(1,050)
(1,050)
Closing net book amount
at 30 June 2012
261,485
6,618,223

6,879,708
Six months ended
30 June 2011
Opening net book amount
at 1 January 2011
Additions
Disposals
Depreciation and
amortisation
Impairment charge
Closing net book amount
at 30 June 2011
Six months ended
30 June 2012
Opening net book amount
at 1 January 2012
Additions
Disposals
Reimbursement
Depreciation and
amortisation
Impairment charge
Closing net book amount
at 30 June 2012
169,187
4,087,675
62,941
930,727

(24)
(1,293)
(153,560)


230,835
4,864,818
265,217
6,032,345
735
839,907

(1,038)
(3,155)

(1,312)
(252,991)


261,485
6,618,223

14

12. TRADE AND OTHER RECEIVABLES

As at
30 June
2012
31 December
2011
RMB’000
RMB’000
Unaudited
Audited
317,338
277,698
(4,591)
(4,586)
312,747
273,112
1,442,386
1,151,917
35,870
28,373
265,590
231,439
2,056,593
1,684,841
122,971
53,896
2,179,564
1,738,737
Trade receivable (a)
Less: provision for impairment of receivables
Trade receivable, net
Notes receivables (b)
Deposits and others
Value Added Tax recoverable
Trade and other receivables before
prepayments
Prepayments for raw materials
317,338
(4,591)
312,747
1,442,386
35,870
265,590
2,056,593
122,971
2,179,564

15

  • a) The ageing analysis of the trade receivables were as follows:
As at
30 June
2012
31 December
2011
RMB’000
RMB’000
Unaudited
Audited
281,619
239,831
23,845
26,259
11,874
11,608
317,338
277,698
Within 3 months
3–12 months
Over 12 months
281,619
23,845
11,874
317,338

The Group sells its products to customers and received settlement either in cash or in form of bank acceptance notes 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 2012, notes receivables were all bank acceptance notes aged less than six months, including amount of RMB1,270,173,000 (2011: RMB1,047,599,000) applied for settling the amounts payable to the Group’s suppliers.

16

13. TRADE, OTHER PAYABLES AND ACCRUALS

As at
30 June 31 December
2012 2011
RMB’000 RMB’000
Unaudited Audited
Trade payable (a) 1,173,758 1,082,194
Advances from customers 274,938 246,518
Bank acceptance notes payable 38,600
Payables for leasehold land, property,
plant and equipment 1,092,255 1,013,444
Salaries, wages and staff welfares payables 113,538 96,392
Interest payable – current portion 47,702 47,565
Unused government grants 12,347 5,462
Dividend payable 407 407
Other payables and accruals 102,832 138,655
2,856,377 2,630,637
(a)
The ageing analysis of the trade payables was as follows:
As at
30 June 31 December
2012 2011
RMB’000 RMB’000
Unaudited Audited
Within 3 months 647,717 849,373
3 to 6 months 507,767 210,218
6 to 12 months 7,241 12,661
Over 12 months 11,033 9,942
1,173,758 1,082,194

17

14. BORROWINGS

As at
30 June
2012
31 December
2011
RMB’000
RMB’000
Unaudited
Audited
As at
30 June
2012
31 December
2011
RMB’000
RMB’000
Unaudited
Audited
Non-current
– Convertible bonds
– Senior notes
Current
– Convertible bonds
– Bank borrowings

1,864,141
1,864,141
995,672
1,334,000
2,329,672
4,193,813
990,802
1,853,345
2,844,147

704,000
704,000
3,548,147

18

Movements in borrowings is analysed as follows:

RMB’000
Unaudited
1,536,458
225,000
(470,000)
1,927,702
4,606
(27,820)
3,195,946
3,548,147
987,000
(357,000)
3,728
4,870
7,068
4,193,813
Six months ended 30 June 2011
Opening amount as at 1 January 2012
New borrowings
Repayments of borrowings
Senior notes
Convertible bonds – liability component
Exchange differences
Closing amount as at 30 June 2011
Six months ended 30 June 2012
Opening amount as at 1 January 2012
New borrowings
Repayments of borrowings
Senior notes
Convertible bonds – liability component
Exchange differences
Closing amount as at 30 June 2012

Interest expenses on borrowings and loans for the six months ended 30 June 2012 was RMB106,163,000(30 June 2011: RMB28,401,000).

19

15. SHARE CAPITAL AND PREMIUM

Amount

Amount
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 2011
Dividends paid
At 30 June 2011
Opening balance at
1 January 2012
Employee share option schemes:
– Proceeds from shares issued
At 30 June 2012
10,000,000

10,000,000
10,000,000

10,000,000
1,718,686

1,718,686
1,718,686
17,025
1,735,711
174,097

174,097
174,097
1,389
175,486
546,664
(217,070)
329,594
188,576
39,550
228,126
720,761
(217,070)
503,691
362,673
40,939
403,612

20

16. CONTINGENT LIABILITIES – THE GROUP

As at 30 June 2012 and 2011, the Group had no material contingent liabilities.

17. RELATED PARTY TRANSACTIONS

Key management compensation is set out below:

Six months ended 30 June
2012
2011
RMB’000
RMB’000
Unaudited
Unaudited
Six months ended 30 June
2012
2011
RMB’000
RMB’000
Unaudited
Unaudited
Salaries and allowances
Pension costs-defined contribution plan
Share options granted
7,786
414
1,409
9,609
6,084
526
2,810
9,420

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. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

Details of the interim dividend proposed are given in Note 10.

21

BUSINESS AND FINANCIAL REVIEW

Overview

Since the end of 2011, confronted with industry consolidation, domestic macro-control measures and the European debt crisis, as well as various other unfavorable factors, the Group focused on its long-term development strategy and strengthened its cost advantages to address challenges to meet its objectives.

The Group continued its business growth strategy to increase its market shares by expanding its production capacity, strengthening its research and development capabilities, and diversifying its product offerings.

For the six months ended 30 June 2012, the Group recorded an increase of 45.2% in revenue over the same period in 2011. Such an increase was primarily attributable to the increase in sales volume of MSG products and xanthan gum to meet the rising market demand. The production capacities of the Group have been increased after commencement of operation of Hulunbeir Plant Phase 1 and Phase 2 at the end of 2011 and in the second quarter of 2012, respectively, to cope with the increasing sales volume.

The table below illustrates the continuous growth of the Group’s revenue in the past seven years and current period:

==> picture [392 x 275] intentionally omitted <==

----- Start of picture text -----

RMB (Million)
9,000
8,399.2
8,000
7,000
6,416.4
6,000
5,539.9
5,000 4,632.9
4,000 3,815.1
3,585.3
3,000
2,445.7
2,000 1,787.2
1,296.4
1,000
0
2005 2006 2007 2008 2009 2010 2011 1H2011 1H2012
45.2%
CAGR: 36.5%
----- End of picture text -----

22

The Group’s gross profit decreased from approximately RMB828.4 million in the first half of 2011 to approximately RMB824.8 million in the first half of 2012. This decrease of 0.4% was primarily due to a reduction in the ASP of MSG which could not be fully offset by an increase in overall sales volumes.

In the first half of 2012, the production and sales volume of MSG increased by 63.6% and 65.8% respectively over the first half of 2011, and the production and sales volume of xanthan gum increased by 5.1% and 25.2%, respectively over the same period in 2011. Thanks to strong sales of MSG products and xanthan gum, the Group was able to maintain its growth momentum in the first half of 2012.

It is expected that with the continuous development of the domestic consumer market in the PRC, the food industry will benefit from tremendous market opportunities. The Group continued to develop and promote its brand name products for the industrial and retail sectors. In addition, the Group intends to develop foreign MSG markets. During the period, exports of MSG products increased to approximately RMB364.3 millions, representing an increase of RMB106.1 million or 41.1%, as compared with that in the same period in 2011.

In line with the Group’s development plan, the main construction of the Hulunbeir Plant Phase 2 in Inner Mongolia Autonomous Region and close to the border with Heilongjiang was completed during the second quarter of 2012. As a result, MSG production capacity increased to 1,050,000 tonnes per year, strengthening the group’s cost-effectiveness.

Amino acid has become a third growth driver for the Group in addition to its mainstay businesses of MSG and xanthan gum, and production and sales of threonine have been started. Threonine is a type of amino acid used as animal feed additives for piglets, pigs, chicken, prawns and eels, and others. In the first half of 2012, the Group sold 7,742 tonnes of threonine. The Group will also produce and sell other types of high value-added amino acid products as it develops more corn-based biochemical products required advanced fermentation technology.

In 2012, the Group has started to set up a plant in Xinjiang to produce some high-end amino acid products. This will enable the Group to exploit the abundant and cheap coal resources in Xinjiang to enhance its cost advantages. The Group will move quickly to build a foothold in this sector. The short-term goal of the Group is to become one of the world’s top three producers and suppliers by market share in three to five such amino acid products. The development and production of these products will upgrade and diversify the Group’s product mix, satisfying the various demands of the market. This is the Group’s plan to extend its business scope from the production and sales of typical amino acid products for bulk trade to production and sales of high-end products.

23

Market overview

The Group has been facing challenges in production and overall operations since the beginning of 2011 and has been leading the industry consolidation which continued in the first half of 2012. Overall demand in the MSG industry in the first half of 2012 increased steadily. Market demand for xanthan gum also increased in early 2012. Despite the economic slowdown in the PRC in the first half of 2012, costs of major raw materials such as corn kernels still increased due to growing market demand. The Group’s strategy is to leverage its leading market position and offer competitive pricing. Its main objective is to expand market share by increasing production capacity in 2012. As major raw material costs increased and the ASP of the Group’s products decreased, the gross profit margin of the Group decreased to 14.9%.

MSG segment

The MSG segment mainly includes the sales of MSG, fertilisers, threonine and other related products.

While the MSG market in the PRC became increasingly concentrated, the Group has become the world’s leading producer in the MSG industry as it took advantage of the industry consolidation to further expand its market share. The ASP of MSG products decreased during the first half of 2012. The Group has strategically maintained its product prices at a competitive level in order to increase its sales volume and utilise the additional production capacity from the Hulunbeir Plant started in the first half of 2012.

Xanthan gum segment

The global market demand for xanthan gum continuously increased during the first half of 2012. The Group has increased its production capacity and continued to increase its market share since 2009. Supply from the top three xanthan gum producers continued to dominate this market. The sales volume of xanthan gum increased in the first half of 2012.

Operational review of the Group

Construction of the new Hulunbeir Plant Phase 2 was completed during the second quarter of 2012. The Group achieved a new record in sales in the first half of 2012 on the back of its increase in production capacity. Certain indicative operational figures of the Group are set out below:

24

Turnover/Gross profit/Gross profit margin of the Group

Six months ended 30 June Six months ended 30 June Change
2012 2011 %
Turnover (RMB’000) 5,539,921 3,815,117 45.2
Gross profit (RMB’000) 824,808 828,421 (0.4)
Gross profit margin (%) 14.9 21.7 (6.8) ppts.

The increase in revenue of the Group was mainly due to the increase in sales volume of certain products. The ASP of MSG products decreased under the Group’s strategy to drive industry consolidation. As a result, the gross profit margin of the Group came under great pressure. Please see more details in the following sections.

Profit attributable to Shareholders

Six months ended 30 June Six months ended 30 June
2012 2011 Change
RMB’000 RMB’000 %
As reported 274,269 420,249 (34.7)

Profit attributable to shareholders decreased by about 34.7%, due to the factors mentioned above. A rise in market share, increases in sales volume and amount, cost efficiencies and an improved operating environment were not sufficient to counter significant increase in raw material costs. The Group made a strategic decision to maintain its competitive pricing policies in order to preserve market share while absorbing additional capacity from new production facilities that will reinforce its cost advantage through economies of scale. In addition to the increasing raw material costs, administrative costs increased mainly because of the commencement of operations of the new Hulunbeir Plant in the second half of 2011.

25

Segment Highlights

The Group’s products are organised into two business segments, namely MSG and Xanthan gum. The MSG segment includes MSG, fertilisers, threonine and other related products while the Xanthan gum segment represents the production and sale of xanthan gum.

The table below highlights the operating results of the above segments:

Six months Six months ended 30 June 2012 Six months ended 30 Six months ended 30 June 2011 Increase/(Decrease) Increase/(Decrease) Increase/(Decrease)
Xanthan Xanthan Xanthan
MSG gum Group MSG gum Group MSG gum Group
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 % % %
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
Revenue 5,040,864 499,057 5,539,921 3,415,703 399,414 3,815,117 47.6 25.0 45.2
Gross profit 628,966 195,842 824,808 679,806 148,615 828,421 (7.5) 31.8 (0.4)
Gross profit margin 12.5% 39.2% 14.9% 19.9% 37.2% 21.7% (7.4) ppts. 2.0 ppts. (6.8) ppts.
Segment results 242,503 178,371 402,409 125,447 (39.7) 42.2
Segment net assets
Assets 9,159,824 1,724,601 7,032,749 1,025,018 30.2 68.3
Liabilities 3,908,149 506,552 1,897,774 309,696 105.9 63.6
Net assets 5,251,675 1,218,049 5,134,975 715,322 2.3 70.3

The sections below describe the performance of each segment in more details.

MSG Segment

Revenue and ASP

Revenue generated from the sales of MSG products increased to RMB5,040.9 million in the first half of 2012, representing an increase of RMB1,625.2 million or 47.6%, as compared with the corresponding period of 2011. This was mainly attributed to the increase in sales volume of MSG products.

26

The table below sets out revenue by products of MSG segment for the six months ended 30 June 2012 and 2011:

Product Six months ended 30 June
2012
2011
Change
RMB’000
RMB’000
%
3,394,687
2,219,246
53.0
49,786
89,826
(44.6)
468,203
253,092
85.0
725,302
474,602
52.8
199,916
210,527
(5.0)
76,327
60,899
25.3
53,598
50,308
6.5
2,703
3,029
(10.8)
70,342
54,174
29.8
5,040,864
3,415,703
47.6
MSG
Glutamic acid
Fertilisers
Corn refined products
Starch sweeteners
Threonine
Corn oil
Compound seasoning
Others
3,394,687
49,786
468,203
725,302
199,916
76,327
53,598
2,703
70,342
5,040,864

MSG

The increasing raw materials cost continued to contribute to industry consolidation in the first half of 2012, with many obsolete production facilities facing closure. The Group maintained its market leadership in the MSG segment through increases in production capacity, increased marketing efforts, and competitive pricing. While the ASP decreased by about 7.8%, from approximately RMB8,010 per tonne in the first half of 2011 to approximately RMB7,382 per tonne in the first half of 2012, turnover of MSG in the first half of 2012 increased by about 53.0% attributable to the increase of sales volume by about 65.8% to approximately 459,285 tonnes compared to the first half of 2011. The revenue growth was driven by rising market demand in the first half of 2012.

In the first half of 2012, the Group also strengthened exports of MSG products and promoted U Fresh Series products to retail customers. The Group increased exports of MSG products from about RMB258.2 million in the first half of 2011 to about RMB364.3 million in the first half of 2012. The U Fresh Series products target the household market which benefits from the improving living standards in the PRC. The operating results of this series was generally in line with management expectations.

27

Moreover, the increase in domestic consumption demand supported the growth of the domestic MSG market as market demand continuously increased in the first half of 2012. Supply and demand in the domestic MSG industry is still in a balancing stable status.

Fertilisers

As the New Hulunbeir Plant commenced operation in the second half of 2011, the production capacity of fertilisers increased to 1,100,000 tonnes per year for the six months ended 30 June 2012. The market demand and the ASP of fertilisers increased during the first six months of 2012. The ASP of fertilisers increased from approximately RMB681 per tonne in the first half of 2011 to approximately RMB840 per tonne in the first half of 2012, representing an increase of about 23.3%. This is in line with pricing trends for similar products.

Corn refined products

The ASP of corn refined products increased in tandem with the corn kernels price in the first half of 2012. The revenue of corn refined products increased by about 52.8% for the six months ended of 30 June 2012 compared in the same period of 2011. The increase was mainly due to the increased consumption volume of corn kernels and the increase in the ASP of corn refined products.

Starch sweeteners

Turnover of starch sweeteners decreased by about 5.0% in the first half of 2012. ASP decreased by about 6.8% to approximately RMB3,189 per tonne in the first half of 2012 from approximately RMB3,421 per tonne in the corresponding period of 2011 due to the reduction in sugar demand to a more stable level.

Threonine

Threonine is a new product of the Group. The annual threonine production capacity has been increased to 40,000 tonnes since March 2012. Threonine is an essential amino acid which maintains body protein balance and promotes the growth of living things. Our threonine product is mainly used as animal feed additives. The revenue and sales volume of threonine amounted to approximately RMB76.3 million and approximately 7,742 tonnes respectively in the first half of 2012.

Others

The Group continued to develop new products to strengthen the brand name of the Group and also to develop new products into both industrial and retail markets. This will help increase market recognition of the Group’s products and boost demand for such products.

28

Gross Profit and Gross Profit Margin

The gross profit of this segment is set out below:

Six months ended 30 June Six months ended 30 June
2012 2011 Change
Gross profit (RMB’000) 628,966 679,806 (7.5%)
Gross profit margin (%) 12.5 19.9 (7.4) ppts.

Rising raw materials cost and lower ASP of MSG products squeezed margins during the period, as noted earlier. Gross profit decreased to RMB629.0 million and gross profit margin fell by 7.4 percentage points to 12.5%.

Lower ASP has been a key factor affecting gross profit margin, as the Group has maintained its competitive pricing strategy in order to expand its market share during the period of consolidation when many smaller producers have been forced out of the market. Gross profit margin for the first half of 2012 was reasonable under the objective of maintaining market share while fully absorbed the new production capacity. ASP has returned to an upward trend from July 2012.

The Group believes that the pricing power and leading market position would maintain or improve gross margin from the current levels in the second half of 2012.

Production costs

Six months ended 30 June
2012
2011
Change
RMB’000
%
RMB’000
%
%
Six months ended 30 June
2012
2011
Change
RMB’000
%
RMB’000
%
%
Six months ended 30 June
2012
2011
Change
RMB’000
%
RMB’000
%
%
Six months ended 30 June
2012
2011
Change
RMB’000
%
RMB’000
%
%
Major raw materials
Corn kernels
Liquid ammonia
Sulphuric acid
Energy
Coal
Depreciation
Employee benefits
Others
Total cost of production
2,465,335
342,466
95,161
485,022
219,736
206,404
643,076
4,457,200
55.3
7.7
2.1
10.9
4.9
4.6
14.5
100.0
1,506,043
303,054
53,005
314,086
116,821
104,292
390,280
2,787,581
54.0
63.7
10.9
13.0
1.9
79.5
11.3
54.4
4.2
88.1
3.7
97.9
14.0
64.8
100.0
59.9

29

Corn kernels

During the first half of 2012, corn kernels accounted for approximately 55.3% (1H 2011: 54.0%) of the total production cost of this segment. The price of corn kernels has continuously increased since 2009 and remained high in the first half of 2012 due to continuous increase in market demand. However, the rate of increase slowed down during the first half of 2012. The average cost of corn kernels for the first half of 2012 was approximately RMB1,972 per tonne, which represents an increase of approximately RMB152 per tonne or 8.4% from the corresponding period in 2011.

The average cost of corn kernels has been increasing, however at a lower rate than other production costs components. Therefore, the cost of corn kernels as a percentage of total production costs only slightly increased by 1.3%.

Liquid ammonia

Liquid ammonia accounted for approximately 7.7% (1H 2011: 10.9%) of total production cost in this segment in the first half of 2012. The Group benefited from the additional production capacity of composite ammonia built by the Group in order to counteract higher prices of liquid ammonia.

The average unit cost of liquid ammonia for the first half of 2012 increased to approximately RMB2,934 per tonne, which represents an increase of approximately RMB116 per tonne or 4.1% from the first half of 2011. The increase was much lower than that of other chemical inputs such as sulphric acid.

Sulphuric acid

Sulphuric acid accounted for approximately 2.1% (1H 2011: 1.9%) of total production cost in this segment in the first half of 2012. The average unit cost of sulphuric acid has increased continuously since the end of 2009. It was affected by increasing market demand as the industrial market recovered. Compared with the average unit cost of sulphuric acid in the first half of 2011, the average unit cost of sulphuric acid increased to approximately RMB470 per tonne, which represents an increase of approximately RMB66 per tonne or 16.3%.

Coal

Coal accounted for 10.9% of total production cost in this segment in the first half of 2012 (1H 2011: 11.3%) and its average unit cost was RMB291 per tonne, representing a decrease of RMB59 per tonne or 16.9% from the first half of 2011. The decrease in coal prices validates the Group’s strategy. While the decrease in the average unit cost of coal was significant, the contribution of coal to total production costs decreased by a modest 0.4%. This was in part due to our pricing power as our major production facilities in the IM Plant and the Hulunbeir Plant are located close to lower-cost coal supply from the coalproducing region of Northeast of China and Inner Mongolia.

30

Other production costs

The increase in cost of depreciation, employee benefits and other costs was mainly due to the increased production capacity of MSG in the new Hulunbeir plant that started production in the second half of 2011.

Production

The annual designed production capacity, the actual production output and the utilisation rate of each of the major products of this segment were as follows:

Six months ended 30 June Six months ended 30 June
Product 2012 2011 Change
Tonne Tonne %
MSG
Annual designed production capacity (Note) 483,333 270,000 79.0
Actual production output 457,053 279,339 63.6
Utilisation rate 94.6% 103.5%
Glutamic acid
Annual designed production capacity (Note) 376,667 230,000 63.8
Actual production output 378,574 244,017 55.1
Utilisation rate 100.5% 106.1%
Fertilisers
Annual designed production capacity (Note) 508,333 280,000 81.5
Actual production output 501,714 322,096 55.8
Utilisation rate 98.7% 115.0%
Starch sweeteners
Annual designed production capacity (Note) 70,000 70,000
Actual production output 56,914 63,078 (9.8)
Utilisation rate 81.3% 90.1%

Note: The annual designed production capacity is expressed on pro-rata basis.

Utilisation rates decreased slightly in the first half of 2012 due to significant increases in production capacity during the period which has been continuously absorbed by the market recently. Utilisation rates for main products except for starch sweeteners remained above 90%, reflecting the Group’s increasing market share of MSG.

31

Xanthan Gum Segment

Operation results

The table below sets out the sales amount, ASP, gross profit, gross profit margin and utilisation rate of xanthan gum for the six months ended 30 June 2012 and 2011:

Six months ended 30 June
Change
2012
2011
%
Sales amount (RMB’000)
499,057
399,414
25.0
ASP (RMB/tonne)
18,501
18,545
(0.2)
Gross profit (RMB’000)
195,842
148,615
31.8
Gross profit margin (%)
39.2
37.2
2.0 ppts.
Annual designed production
capacity (tonne) (Note)
22,000
22,000

Actual production output (tonne)
23,040
21,929
5.1
Utilisation rate
104.7%
99.7%
Six months ended 30 June
Change
2012
2011
%
Sales amount (RMB’000)
499,057
399,414
25.0
ASP (RMB/tonne)
18,501
18,545
(0.2)
Gross profit (RMB’000)
195,842
148,615
31.8
Gross profit margin (%)
39.2
37.2
2.0 ppts.
Annual designed production
capacity (tonne) (Note)
22,000
22,000

Actual production output (tonne)
23,040
21,929
5.1
Utilisation rate
104.7%
99.7%
Sales amount (RMB’000)
ASP (RMB/tonne)
Gross profit (RMB’000)
Gross profit margin (%)
Annual designed production
capacity (tonne) (Note)
Actual production output (tonne)
Utilisation rate
499,057
18,501
195,842
39.2
22,000
23,040
104.7%

Note: The annual designed production capacity is expressed on pro-rata basis.

Revenue generated from xanthan gum increased by 25.0% to RMB499.1 million in the first half of 2012 from RMB399.4 million in the first half of 2011. The significant increase in revenue was due to increase in market demand while the ASP of xanthan gum remained stable at a relatively high level.

The Group’s exports of xanthan gum remained stable in terms of the percentage contribution to total sales of xanthan gum. Export sales of xanthan gum contributed 87.6% of total sales of xanthan gum in the first half of 2012 (1H 2011: 88.1%).

32

Sales and ASP

Sales Volume vs. ASP of Xanthan Gum

==> picture [424 x 307] intentionally omitted <==

----- Start of picture text -----

Tonne RMB/Tonne
26,971
27,000 28,000
25,000 24,329
23,000 26,000
21,538
21,000
19,086
19,000
24,000
17,000 15,733
15,000 21,853
22,000
13,000
10,953
11,000
8,390 20,000
9,000 20,328
19,987 18,501
7,000
19,085
5,000 18,545 18,000
17,935
3,000
1,000 16,000
1H 2H 1H 2H 1H 2H 1H
2009 2009 2010 2010 2011 2011 2012
Sales volume (Tonne) ASP (RMB/tonne)
----- End of picture text -----

Sales volume increased by 25.2% in the first half of 2012, reflecting expanded production capacity, while sales amount increased by 25.0% over the same period of 2011, representing an increasing demand for xanthan gum. The ASP, on an upward trend, increased to RMB18,501 per tonne in the first half of 2012.

Although the global economy remained weak, the sales volumes of xanthan gum increased in the first half of 2012. The Group expects to achieve growth in sales volume as well as a continuously increase in ASP for the year.

Gross profit and gross profit margin

Gross profit of the xanthan gum segment increased by about 31.8% from approximately RMB148.6 million in the first half of 2011 to approximately RMB195.8 million in the first half of 2012. Gross margin increased as well, by 2.0 percentage points in the first half of 2012, reflecting our competitive costs advantage at the IM Plant.

33

Production costs

Six months ended 30 June

2012
RMB’000
%
2012
RMB’000
%
2011
Change
RMB’000
%
%
2011
Change
RMB’000
%
%
Major raw materials
Corn kernels
Soy bean
Energy
Coal
Depreciation
Employee benefit
Others
Total cost of production
104,602
18,561
83,314
15,789
22,126
20,538
264,930
39.5
7.0
31.4
6.0
8.4
7.7
100.0
89,573
15,378
83,657
22,715
16,207
12,541
240,071
37.3
16.8
6.4
20.7
34.8
(0.4)
9.5
(30.5)
6.8
36.5
5.2
63.8
100.0
10.4

The production line of xanthan gum at the Shandong Plant has been closed since the end of 2011. The relevant production facility has been transferred to the IM Plant.

Con kernels

During the first half of 2012, corn kernels represented approximately 39.5% (1H 2011: 37.3%) of the total production cost of this segment. The increase in proportion was mainly due to the higher increasing percentage of the cost price of corn kernels. The corn kernel price increased by 6.7% from approximately RMB1,832 per tonne in the first half of 2011 to approximately RMB1,954 per tonne in the first half of 2012.

Soy bean

During the first half of 2012, soy bean accounted for approximately 7.0% (1H 2011: 6.4%) of the total production cost of this segment. The increase in proportion was mainly due to the increase in soy bean price from approximately RMB3,802 per tonne in the first half of 2011 to approximately RMB4,063 per tonne in the first half of 2012.

34

Coal

During the first half of 2012, coal accounted for approximately 31.4% (1H 2011: 34.8%) of the total production cost of this segment. The proportion decreased mainly due to all production capacity of xanthan gum are in IM Plant from the second half of 2011. The Group took full advantage of the relatively low coal cost in its IM plant. The average unit cost of coal in the first half of 2012 was approximately RMB262 per tonne, which represents a decrease of approximately RMB13 per tonne or 4.7% from the first half of 2011.

Other production costs

The depreciation expense in the first half of 2012 was significantly lower than that in the corresponding period of 2011 primarily as a result of closure of the old production plant for xanthan gum in Shandong at the end of 2011.

Other financial information

Selling and marketing expenses

A substantial increase in selling and marketing expenses was mainly due to an increase in transportation costs and was in line with the increase in sales. Marketing and promotion expenses also increased as a result of a campaign to strengthen the Group’s brand.

Administrative expenses

Administrative expenses increased by approximately RMB29.8 million or 16.2% for the six months ended 30 June 2012. The increase was mainly due to higher research and development related expenses as more research and development projects have been initiated. Staff costs also increased during the period as wages and salaries level continuously increased in the PRC. Administrative expenses from the new Hulunbeir Plant Phase 1 and Phase 2 that started operations in the second half of 2011 and the second quarter of 2012, respectively, also contributed to the increase.

Finance costs

The Company successfully issued senior notes with a principal amount of USD300 million on 12 April 2011 with a fixed interest rate of 7.625% p.a..

The finance costs of the Group for the six months ended 30 June 2012 increased by approximately RMB62.9 million or about 129.2% when compared with the first six months of 2011 as the senior notes were charged interest for the entire first half year period in 2012.

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Outlook for second half of 2012

Despite the continued economic sluggishness in the PRC and the low consumer confidence, we believe that the elimination of a substantial amount of excess capacity in the MSG industry is close to an end and the demand and supply of the market are expected to balance. As a result, it is expected that the downward price trend of MSG lasted for over a year will be ended in the second half of 2012 and the price will rebound to a considerable level. This will enhance the operational efficiency of the Group. As the supply of xanthan gum is still unable to meet the demand, the price continues to increase. Thus, as a whole, the operation efficiency of the Group is expected to be improved in the second half of the year.

MSG segment

The Group’s annual MSG production capacity has reached 1,050,000 tonnes. The Group will adopt a more flexible operational strategy in the second half. Based on the changes on the supply and demand of the market and the cost of the major raw materials, we will timely adjust the selling price and actively lead the market demand to shift the operation focus from the production capacity and sale volume expansion to the improvement of price and efficiency. With the commencement of production of composite ammonia in the Inner Mongolia base as well as fully capitalisation of the production cost advantage after the full-scale operation of the production base in Hulunbeir, the Group’s MSG products will achieve outstanding competitive advantages. With respect to the overall conditions of the industry, as the Group is one of the leading producers in the industry which has a relatively larger market share, it is expected that the MSG industry will be steadily released from the periodic market volatility and gradually emerge to stable development. The gross profit margin of the MSG business also tends to be stabilised.

Xanthan gum segment

It is expected that the current trend of xanthan gum market will continue in the second half of 2012. Supply falls short of demand while the upward trend of the price continues. The Group will timely capture the market opportunities, adjust the price accordingly, and increase the production and sales of the higher price food-grade xanthan gum in order to optimise the efficiency of the products. At the same time, the production base in Xinjiang, which is under construction, will accelerate the construction of the new production capacities up to 10,000 tonnes. As the Xinjiang Plant targets to commence operation the end of this year, the Group’s production capacity will exceed 50,000 tonnes per annum at the end of 2012.

In respect of the anti-dumping investigation conducted by the US Department of Commerce concerning the xanthan gum products exported to the US, the Group has appointed lawyers to make defence. Meanwhile, the Group initiates to develop new customer groups based on the existing overseas customers to reduce the customer concentration so as to disperse the risks and avoid possible adverse situation proactively.

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Future plan and recent development

Development of amino acid products used in animal feed additives and construction of a new Xinjiang Plant

In 2012, the Group steps up its effort on developing the market for amino acid products used in animal feed. It will launch other related products based on the existing threonine products.

The Group has started construction of a new high-end production base amino acid in Xinjiang in the first half of 2012 for developing high-end amino acid products with cost advantage and advantage of the abundant coal supply in Xinjiang. At the beginning, the production capacity of amino acid products is 10,000 tonnes per annum. We expected the construction will be completed at the end of 2012.

The Group’s product portfolio will be further enhanced by developing and producing this type of products. This will enable us to provide more diversified biochemical products, shifting the Group’s focus from production and sales of traditional commodity-type amino acid products for bulk transaction to production and sales of high-end products.

Overseas market expansion

The Group has increased the effort to develop the foreign MSG market. The Group has made vigorous efforts on market expansion by taking advantage of the establishment of the sales branches and offices. In the first half of 2012, the Group strengthened promotion activities in Middle East, Europe, Africa and South America by its sales office and sales organisations in those regions. The objective is to provide customers with better aftersale services, improve customer relationships, and increase customer reliability.

Liquidity and financial resources

As at 30 June 2012, the Group’s cash and cash equivalent and restricted bank deposits were RMB784.4million (2011: RMB614.1 million) whereas current bank borrowings and current other borrowings were approximately RMB1,334 million and RMB995.7 million (2011: RMB704.0 million and Nil), respectively and non-current bank borrowings and non-current other borrowings (including the outstanding balances of senior notes and convertible bonds) were approximately Nil and RMB1,864.1 million (2011: Nil and RMB2,844.1million), respectively.

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For the above mentioned current other borrowings as at the end of 30 June 2012, the amount of RMB995.7 million represented the outstanding balance of convertible bonds issued on 13 April 2010. According to the term of the subscription agreement of the convertible bonds, the holders of the convertible bonds have a put option to request Fufeng to redeem all or only some of such holders’ Bonds on 1 April 2013. Therefore, the outstanding balance of convertible bonds is classified as current liabilities in the financial statement. The Company is liaising on an arrangement of syndication bank loan for the purpose of the repayment of the convertible bonds. We have received written confirmations from participating banks confirming their willingness to join the syndication bank loan. We target to have the syndication bank loan available on or before the end of September 2012. However, it is subject to the signing of the syndication loan agreement which may or may not materialise by the end of September 2012.

In the meantime, several bankers in the PRC are in preparation to expand the Group’s banking facilities.

Senior Note

The Company has issued USD300.0 million senior notes for five years on 12 April 2011. The fixed interest rate is 7.625% p.a.. The proceeds from the senior notes were transferred to our major subsidiary primarily to finance the construction of the new production facilities of Hulunbeir Plant phase 1 and phase 2 and used to supplement group’s operating cash flow.

Convertible bonds

The Group issued RMB820.0 million convertible bonds with a coupon rate of 4.5% per year on 1 April 2010 together with bond options of RMB205.0 million on 22 April 2010. The bonds can be converted into Group shares any time on or after 12 May 2010 up to the close of business on 22 March 2015 at an initial conversion price of HKD7.03 per share, which represents a premium of approximately 20.0% over the closing price of the shares on 25 March 2010. Based on the initial conversion price of HKD7.03 and assuming full conversion of the bonds at the initial conversion price, the bonds will be converted into 165,742,524 Shares, representing approximately 9.55% of the existing issued share capital of the Group and approximately 8.72% of the enlarged issued share capital of the Group.

Material acquisition or disposal of subsidiary and associated company

During the period, the Group had no material acquisition or disposal of the subsidiaries or associated companies for the six months ended 30 June 2012.

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Employees

As at 30 June 2012, the Group had approximately 3,100 employees. Employees’ remunerations are paid in accordance with relevant PRC policies. Appropriate salaries and bonuses are commensurate with the actual practices of the Group. Other corresponding benefits include pension, unemployment insurance, housing allowance, etc.

Charges on assets

As at 30 June 2012, certain leasehold land, property, plant and equipment of the Group with carrying value of approximately RMB37.8 million were pledged to certain banks to secure bank borrowings of RMB249.0 million of the Group.

The senior notes issued in April 2011 are secured by the pledge of the capital stock of certain subsidiaries of the Company, which are Acquest Honour Holdings Limited, Summit Challenge Limited, Absolute Divine Limited and Expand Base Limited. The guarantors are all holding companies that collectively control the operation and assets of its PRC subsidiaries of the Group.

Gearing ratio

As at 30 June 2012, the total assets of the Group amounted to approximately RMB10,985.5 million (2011: RMB9,859.3 million) whereas the total borrowings amounted to RMB4,193.8 million (2011: RMB3,548.1 million). The gearing ratio was approximately 38.2% (2011: 36.0%). The gearing ratio is calculated based on the Group’s total interest-bearing borrowings over total assets.

Foreign exchange exposure

The Directors do not consider that the exposure to foreign exchange risk is significant to the Group’s operation as the Group operated mainly in the PRC and most of the Group’s transactions, assets and liabilities were denominated in RMB. Foreign currencies were however received for the export sales of products and the issuance of convertible bonds and senior notes. Such proceeds were subject to foreign exchange risk before receiving and converting them into RMB. The foreign currencies received for export sales were converted into RMB upon receipt from the overseas customers. The Group manages foreign exchange risk arising from proceeds from issuance of convertible bonds and senior notes by remitting the necessary funds to the PRC and using the proceeds as soon as possible. The Group did not use any derivatives to hedge its exposure to foreign exchange risk for the period ended 30 June 2012.

American Depositary Receipt Facility

The Company has established a sponsored, unlisted American Depositary Receipt (“ADR”) facility, which has become effective on 19 June 2009. The Depositary is the Bank of New York Mellon. Each of the ADRs represents 20 ordinary shares of the Company. In the forming of the facility adopted by the Company, the ADRs will be issued against ordinary

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shares trading on the Main Board of the Stock Exchange of Hong Kong Limited that have been deposited with a custodian bank under the facility. The ADRs will be traded in the U.S. in an over-the-counter market.

Dividend

The Board does not recommend the payment of an interim dividend for the six months ended 30 June 2012 (1H 2011: HK10 cents).

OTHER INFORMATION

Corporate governance

The Company is committed to establishing and ensuring a high standard of corporate governance practices which places emphasis on the quality of the board of directors, sound and efficient internal controls and accountability as well as transparency to equity holders. The Directors are of 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 Listing Rules since the Listing Date to 30 June 2012.

The audit committee of the Company has reviewed the Group’s unaudited interim financial statements for the six months ended 30 June 2012.

Model code for securities transactions by Directors

The Company has adopted 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 2012.

By order of the board Fufeng Group Limited Li Xuechun Chairman

Hong Kong, 14 August 2012

As at the date of this announcement, the executive directors of the Company are Mr. Li Xuechun, Mr. Wang Longxiang, Mr. Feng Zhenquan, Mr. Xu Guohua, Mr. Li Deheng, Mr. Chen Yuan and Mr. Li Guangyu and the independent non-executive directors of the Company are Mr. Choi Tze Kit, Sammy, Mr. Chen Ning and Mr. Liang Wenjun.

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GLOSSARY

ASP Average selling price(s) Board the board of Directors CAGR cumulative average growth rate 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 Hulunbeir Plant the production plant of the Group located in Hulunbeir, Inner Mongolia Autonomous Region, the PRC IM Plant the production plant of the Group located in Inner Mongolia Autonomous Region, the PRC Listing Date 8 February 2007, the date on which the Company was listed on the Stock Exchange Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange

Model Code Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules

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

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Shandong Plant the production plant of the Group located at 莒南縣 (Junan County), Shandong Province, the PRC Share(s) share(s) in the share capital of the Company Shareholder(s) holder(s) of the Share(s) Stock Exchange The Stock Exchange of Hong Kong Limited Xinjiang Plant the production plant of the Group located in Urumqi, Xinjiang Uygur Autonomous Region HKD Hong Kong dollars, the lawful currency of Hong Kong RMB Renminbi, the lawful currency of the PRC USD United States dollars, the lawful currency of the United States of America % per cent

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