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Fufeng Group Limited Interim / Quarterly Report 2020

Sep 2, 2020

49286_rns_2020-09-02_8aab888c-1102-46c2-9600-f4854f191fd5.pdf

Interim / Quarterly Report

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2 0 2 0 I N T E R I M R E P O R T

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CONTENTS

Corporate information 2
Management discussion and analysis 3
Interim condensed consolidated balance sheet 28
Interim condensed consolidated income statement 30
Interim condensed consolidated statement of 31
comprehensive income
Interim condensed consolidated statement of changes in equity 32
Interim condensed consolidated statement of cash fows 33
Notes to the condensed fnancial statements 35
Other information 73
Glossary 80

Fufeng Group Limited Interim Report 2020

CORPORATE INFORMATION

Executive Directors

Mr. Li Xuechun Mr. Li Deheng Mr. Li Guangyu Mr. Zhao Qiang (resigned on 1 June 2020) Mr. Yu Yao Ming (resigned on 20 July 2020)

Independent Non-Executive Directors

Mr. Lau Chung Wai Ms. Zheng Yu Mr. Xu Zheng Hong

Principal Place of Business in the PRC

Investor Relations Consultant

Vision Asia Consulting Group Ltd

Independent Auditor

PricewaterhouseCoopers

Branch Share Registrar

Tricor Investor Services Limited

Stock Code

546

Website

www.fufeng-group.com

Western section of Huaihai Road, Junan, Shandong 276600, PRC

Principal Place of Business in Hong Kong

Suite 1204B–7A, 12/F, Tower 3, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong

2

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

Business and Financial Review

Overview

In the first half of 2020, China faced severe challenges brought by the COVID-19 pandemic and a complex and changing domestic and international environment. Resulting from the positive trend in the pandemic prevention and control, the resumption of economic activities in the PRC has been accelerated since then. Overall, the PRC economy in the first half of 2020 witnessed a bumpy ride with a decline trend in the first quarter and a recovery in the second quarter.

In terms of specific time frame, the COVID-19 pandemic had a greater impact on the domestic food industry and the catering industry in February and March. The situation of COVID-19 pandemic in the PRC began to improve in April. Meanwhile, the COVID-19 pandemic in overseas markets had an impact on the exports of China to developed countries, but its impact on the Group was relatively insignificant.

Despite the challenging operating environment, the Group’s overall turnover increased, but profit declined, mainly due to 1) benefiting from the Group’s internationalization strategy and supply strategy of flexible scheduling in domestic and overseas markets, the impact of the COVID-19 pandemic was minimised; 2) benefiting from a diversified product portfolio which hedged cycle risks, of which the production volume of some products increased boosting by the company’s expansion of animal nutrition amino acid production capacity in the past two years; 3) our key product, MSG still maintained a certain level of profitability, despite the price decline.

The decrease in profit was mainly due to 1) the increase in the corn price in the PRC during April to June by a relatively large rate and for a longer time, which put upward pressure on the production cost; 2) decrease in the price of our main product MSG.

3

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

The operating environment faced by the Group in the first half of 2020 is summarized as follows:

  1. The impact of the COVID-19 pandemic on production activities.

  2. The pressures on sales and price exerted by the flagging domestic consumption and economic downturn caused by the COVID-19 pandemic.

  3. The cost pressure caused by the higher-than-expected increase in corn price.

In face of the challenging operating environment, the Group strove to overcome difficulties for stabilizing sales, maximize our advantages of internationalization and diversified markets, and flexibly change the supply strategy to tide over difficult times during the period.

Despite our efforts to stabilize our sales volume, the weakening market condition and logistics cost increase contributed to the decline in profitability in the first half of 2020.

As China began to control the spreading of COVID-19 pandemic in the second quarter of 2020, our downstream companies (customers) have gradually resumed their production and operations. Despite the increase in our monthly sales volume in May and June, we were not in a position to increase selling prices, given that the macroeconomic conditions and market consumption were still weak.

During the COVID-19 pandemic, revenue of the Food additives segment only decreased slightly driven by our flexible sales strategy to meet the market demand in the MSG sector. Due to the weak market conditions, the average selling price (“ASP”) of MSG could not be increased despite higher costs of major raw materials, particularly the corn kernels, and therefore had a negative impact on our overall performance. The Group continued to enhance our production technology and strengthened our cost control. The production efficiency was further improved as a result of enhancement of production technologies. Against the backdrop of a sluggish domestic economy, the Group’s Food additives segment was able to maintain leading position in terms of industry development and market competition.

4

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

The ASP of MSG was approximately RMB6,048 per tonne (1H of 2019: RMB7,161 per tonne), and the sales volume of MSG for the six months ended 30 June 2020 increased by 4.9% to approximately 546,845 tonnes as compared to the corresponding period of 2019. The increased sales volume offset part of the negative impact caused by the ASP decline of MSG during the period.

As the leader in the industry, the Group managed to achieve stable development for its core business and also further consolidated its leading position in the market. In addition, the Group made considerable efforts in developing high-value fermentation products in order to diversify its revenue stream, enhance profitability and provide impetus for the long-term sustainable growth of the Group. We continued to actively strengthen our competitiveness by constantly improving the production technology to achieve better cost effectiveness and strategically utilising the production facility and capacity of each plant in order to meet market demand.

The Group recognised the importance of using advanced technologies to continually improve our production efficiency and develop new products. We actively explored the development of amino acid products for animal nutrition, high-end amino acid products for pharmaceutical, health care and beauty, and food additives mainly as starch sweeteners, in order to improve product diversity and increase sales and penetration in the health and wellness, pharmaceutical and skincare related industries.

The Group nonetheless experienced some turbulence caused by the Sino-US trade tensions. For example, the exports of xanthan gum and high-end amino acid products to the US were affected to some extent. The sales volume of xanthan gum increased to approximately 36,255 tonnes in the first half of 2020, but recorded a decrease in ASP and thereby added pressure to the gross profit margin of our xanthan gum products in the first half of 2020. The ASP of high-end amino acid was also affected by the COVID-19 pandemic and a complex and changing international environment in the first half of 2020.

Animal nutrition products underwent a difficult time due to the sluggish feed and animal breeding industry as a result of the swine flu since 2019. The ASP of threonine was still in downturn. On the other hand, the sales volume and price of lysine failed to meet our expectation due to stiff market competition.

5

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

As for Animal nutrition products, the weak market conditions continued. In response to the weak market demand in the overseas markets due to the COVID-19 pandemic, we have taken some corresponding countermeasures, allowing us to meet the demand of our customers, as well as reducing the negative impact on our profitability. These countermeasures include: 1) accepting orders that meet a set price, so as to focus on those customers that have high demand for high-end products; and 2) readjusting product mix to meet different market demands by modifying some of our production processes.

Business performance analysis by major product segments

Our business performance is analysed according to the following five product segments:

  1. Food additives (main products include MSG, compound seasoning, starch sweeteners, glutamic acid and corn oil), 2. Animal nutrition (main products include threonine, lysine, and corn refined products), 3. High-end amino acid (main products include valine, leucine, isoleucine, glutamine, hyaluronic acid), 4. Colloid (main products include xanthan gum and gellan gum), and 5. Other (main products include fertilisers, synthetic ammonia, pharmaceuticals, etc.).

In terms of the Food additives segment, the ASP of MSG in the first half of 2020 was approximately RMB6,048 per tonne, representing a decrease of approximately 15.5% as compared to the corresponding period of 2019. The decline in ASP was mainly due to the pressures on sales and price exerted by the flagging domestic consumption and economic downturn caused by the COVID-19 pandemic. The sales volume was approximately 546,845 tonnes, representing an increase of approximately 4.9% as compared to the corresponding period of 2019. We maintained a certain level of profitability despite the decrease in gross profit margin of MSG due to upward cost pressure caused by the higher-than-expected increase in corn price. As the industry consolidated to include only a small number of manufacturers, we continued to witness a decrease in irrational pricing competition in the industry.

The performance of starch sweeteners was affected by intensifying market competition. The ASP of starch sweeteners in the first half of 2020 was approximately RMB2,516 per tonne, representing a slight increase of approximately 3.5% as compared to the corresponding period of 2019. The sales volume was approximately 275,317 tonnes, representing a decrease of approximately 17.1% as compared to the corresponding period of 2019.

6

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the Animal nutrition segment, the market condition of threonine products was still weak. The ASP of threonine products in the first half of 2020 was approximately RMB6,704 per tonne, representing a decrease of approximately 3.9% as compared to the corresponding period of 2019. The sales volume was approximately 95,948 tonnes, representing an increase of approximately 2.1% as compared to the corresponding period of 2019.

However, the performance of lysine products was not satisfactory mainly due to the fierce market competition. The ASP of lysine products in the first half of 2020 decreased as compared to the corresponding period of 2019. The significant increase in sales volume was due to the fact that we launched the lysine product at the end of first half of 2019.

The high-end amino acid products recorded a good performance with increase in sales volume. The sales in the first half of 2020 amounted to approximately RMB453.2 million, representing an increase of approximately 16.0% as compared to the corresponding period of 2019. Our high-end amino acid products focused on the health and wellness and pharmaceutical materials industries and generally enjoyed higher profitability.

The performance of xanthan gum products in the Colloid segment was affected by the decline in oil prices, mainly due to the decline in the price of xanthan gum for the exports of industrial grade (oil mining applications). The ASP of xanthan gum products in the first half of 2020 was RMB14,283 per tonne, representing a decrease of approximately 4.1% as compared to the corresponding period of 2019. The sales volume was approximately 36,255 tonnes, representing an increase of approximately 23.8% as compared to the corresponding period of 2019.

7

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

The chart below illustrates the growth trend of the Group’s revenue:

RMB (Million)

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

17,000 16,170.9
16,000
15,000
13,764.6
14,000 13,033.5
13,000
11,803.1
12,000 11,366.7 11,297.7 11,225.7
11,000
10,000
9,000 8,168.6
8,000 7,703.5
7,000
6,000
5,000
4,000
3,000
2,000
1,000
0
2013 2014 2015 2016 2017 2018 2019 1H 2019 1H 2020
----- End of picture text -----

For the six months ended 30 June 2020, the Group’s revenue increased to approximately RMB8,168.6 million as compared to approximately RMB7,703.5 million for the six months ended 30 June 2019. The increase in revenue was primarily due to increased revenue contribution from high-end amino acid, xanthan gum, lysine and corn refined products as compared to the corresponding period of 2019.

The Group’s overall gross profit decreased from approximately RMB1,673.4 million in the first half of 2019 to approximately RMB1,469.2 million in the first half of 2020. This represents a decrease of 12.2%, primarily due to the decreases in the ASP and gross profit margin of MSG.

8

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

Food additives segment

In the first half of 2020, the ASP of MSG substantially decreased by 15.5% as compared to the corresponding period of 2019, due to the greater impact caused by the COVID-19 pandemic on the domestic food industry and the catering industry in February and March 2020. In addition, major raw material costs increased during the period. However, the costs burden could not be passed on to customers by product pricing due to the weak market condition. Therefore, gross profit margin decreased as compared to the corresponding period of 2019.

The production volume of MSG increased by approximately 12.0% and sales volume increased by approximately 4.9% in the first half of 2020 as compared to the corresponding period of 2019, respectively. The increases in production and sales volume of MSG were mainly due to our flexible sales and marketing strategy to meet the market demand despite the impact of the COVID-19 pandemic started at the beginning of 2020.

Our strategy was not only to fully utilize the cost advantages of the Group but also leverage on the Group’s market position to maximize its profitability. We managed to reduce unit consumption and enhanced production efficiency by continually investing in research and development.

The production of starch sweeteners was kept stable but the sales volume of starch sweeteners decreased by approximately 17.1% in the first half of 2020 as compared to the corresponding period of 2019. The sales volume decreased due to weak market demand.

Animal nutrition segment

We continued to witness the sustained development of our threonine product in the first half of 2020. Threonine is a type of amino acid which is used as an animal feed additive. During the period, the total revenue of threonine was approximately RMB643.2 million, representing a slight decrease of 2.0% as compared to the corresponding period of 2019. The Group sold about 95,948 tonnes of threonine during the six months period as compared to about 94,016 tonnes in the corresponding period of 2019. The decrease in ASP was mainly due to the deteriorated market conditions caused by the COVID-19 pandemic, despite the easing situation of the swine flu in China in the first half of 2020 resulting in decrease in contribution of threonine in Animal nutrition segment in the first half of 2020.

On the other hand, due to the impact of COVID-19 pandemic, the sales revenue of lysine was lower than our expectation. As lysine was launched at the end of first half of 2019, sales of lysine amounted to approximately RMB561.2 million, which increased by 276.6% in the first half of 2020 (1H 2019: RMB149.0 million). The gross profit contribution of lysine increased in Animal nutrition segment.

9

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

High-end amino acid segment

The Group’s high-end amino acid products are developed using different types of cornbased biochemical products by leveraging the Group’s fermentation technology. The highend amino acid products include valine 纈氨酸, leucine 亮氨酸, isoleucine 異亮氨酸, glutamine 谷氨醯胺 and hyaluronic acid 透明質酸, etc. In the first half of 2020, sales of high-end amino acid products reached approximately RMB453.2 million, representing an increase of 16.0% as compared to the corresponding period of 2019. Our high-end amino acid products focus on the health and wellness and pharmaceutical materials industries and generally enjoy higher profitability. The goal of the Group is to become the clear market leader by market share for several of our key amino acid products. The development and production of these products will add further diversity to the Group’s product and revenue mix. The Group also plans to extend its business scope from the production and sales of typical amino acid products for bulk trade to those of high-end products.

Colloid segment

The production volume of xanthan gum increased by 25.2% and the sales volume of xanthan gum increased by 23.8%, respectively, in the first half of 2020 as compared to the corresponding period of 2019. The increase in production and sales volume of xanthan gum were due to the fluctuating market conditions of the global oil industry. But, the market weakened due to the global pandemic of COVID-19 since May of 2020.

On the other hand, the ASP of xanthan gum decreased by 4.1% as compared to the corresponding period of 2019, due to the lackluster conditions of the global oil industry.

Overall, the diversity of the Group’s product portfolio allowed the Group to maintain its overall revenue growth momentum in the first half of 2020.

10

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

Operational Review of the Group

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
Six months ended 30 June
Change
Six months ended 30 June
Change
2020 2019
%
Turnover (RMB’000)
Gross profit (RMB’000)
Gross profit margin (%)
8,168,630
1,469,248
18.0
7,703,517
6.0
1,673,394
(12.2)
21.7
(3.7) ppts.

The weakness in China’s economy continued and major raw material costs demonstrated an upward trend in the first half of 2020, resulting in decrease in gross profit and gross profit margin of the Group in the Food additives segment. The ASP of MSG decreased during the six months ended 30 June 2020 and the effects from an increase in raw material costs, particularly the costs of corn kernels, were relatively high. Such increase in cost cannot be passed on to customers under current weak market condition. In addition, decreased revenue from starch sweeteners was mainly due to the weak market demand by the COVID-19 pandemic. On the other hand, the ASP of other main products such as threonine and xanthan gum recorded decreases as compared to the corresponding period of 2019 due to the impact of COVID-19 pandemic. The overall gross profit of the Group decreased by 12.2% in the first half of 2020.

11

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

Profit attributable to the Shareholders

Six months ended 30 June
2020
2019
Change
RMB’000
RMB’000
%
Six months ended 30 June
2020
2019
Change
RMB’000
RMB’000
%
Six months ended 30 June
2020
2019
Change
RMB’000
RMB’000
%
2020
RMB’000
As reported 379,304 612,704
(38.1)

Profit attributable to the shareholders decreased by 38.1% for the six months ended 30 June 2020 as compared to the corresponding period of 2019. The weakened market conditions of the PRC and global economies were mainly due to the COVID-19 pandemic and intensified Sino-US tensions. The Group will closely monitor the market conditions and adopt nimble marketing strategies with an aim to achieve stable growth.

Business highlights

The Group’s products are organised into five product segments including: 1. Food additives (main products include MSG, compound seasoning, starch sweeteners, glutamic acid and corn oil), 2. Animal nutrition (main products include threonine, lysine and corn refined products), 3. High-end amino acid (main products include valine, leucine, isoleucine, glutamine, and hyaluronic acid), 4. Colloid (main products include xanthan gum and gellan gum), and 5. Other (main products include fertilisers, synthetic ammonia and pharmaceuticals, etc.).

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Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

The sections below describe the performance of the Group in more details.

Detailed sales and gross profit analysis by four major categories for the six months ended 30 June 2020 and 2019.

For the six months ended 30 June 2020

Food
additives
Animal
nutrition
High-end
amino acid
Colloid
Others
Total
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
RMB’000
4,256,940
2,515,977
453,159
549,586
392,968
8,168,630
723,287
352,410
170,528
132,788
90,235
1,469,248
17.0%
14.0%
37.6%
24.2%
23.0%
18.0%
Revenue
Gross profit
Gross profit margin

For the six months ended 30 June 2019

Food Animal High-end
additives nutrition amino acid Colloid Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Revenue 4,743,468 1,768,764 390,699 458,735 341,851 7,703,517
Gross profit 1,120,837 174,540 165,286 128,222 84,509 1,673,394
Gross profit margin 23.6% 9.9% 42.3% 28.0% 24.7% 21.7%

13

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

Revenue and ASP

The table below sets out the revenue of the Group by products for the six months ended 30 June 2020 and 2019:

Six months ended 30 June Six months ended 30 June Six months ended 30 June
Product 2020
RMB’000
2019
Change
RMB’000
%
Food additives
MSG
Starch sweeteners
Glutamic acid
Compound seasoning
Corn oil
Animal nutrition
Corn refined products
Threonine
Lysine
High-end amino acid
High-end amino acid products
Colloid
Xanthan gum
Gellan gum
Others
Fertilisers
Synthetic ammonia
Pharmaceuticals
Others
3,307,330
692,740
238,871
14,688
3,311
1,311,605
643,221
561,151
453,159
517,832
31,754
209,932
91,346
80,166
11,524
8,168,630
3,734,595
(11.4)
807,488
(14.2)
178,104
34.1
20,716
(29.1)
2,565
29.1
963,739
36.1
656,015
(2.0)
149,010
276.6
390,699
16.0
436,349
18.7
22,386
41.8
132,063
59.0
131,838
(30.7)
69,299
15.7
8,651
33.2
7,703,517
6.0

14

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

Food additives

Revenue generated from the sales of food additives products decreased to approximately RMB4,256.9 million in the first half of 2020, representing a decrease of approximately RMB486.5 million, or 10.3%, as compared to the corresponding period of 2019, mainly due to the decrease in the revenue of MSG and starch sweeteners. The decreased revenue of MSG was primarily due to the effect of a decrease in the ASP of MSG during the period.

MSG

The MSG market environment deteriorated due to the COVID-19 pandemic. In addition, major raw material costs, particularly corn kernels, increased during the period. However, the costs burden could not be passed on to customers by product pricing due to the weak market conditions. The ASP of MSG decreased by 15.5%, from approximately RMB7,161 per tonne in the first half of 2019 to approximately RMB6,048 per tonne in the first half of 2020. The sales volume slightly increased by 4.9%, from approximately 521,529 tonnes in the first half of 2019 to approximately 546,845 tonnes in the first half of 2020. As a result, turnover of MSG decreased by 11.4% in the first half of 2020. In the first half of 2020, the Group continuously strengthened marketing efforts to promote U Fresh Series products to retail customers. Exports of MSG products increased from about RMB728.2 million in the first half of 2019 to about RMB734.3 million in the first half of 2020.

Starch sweeteners

Turnover of starch sweeteners decreased by approximately 14.2% in the first half of 2020, which was primarily due to the weak market demand caused by the COVID-19 pandemic. Sales volume of starch sweeteners decreased by 17.1% to approximately 275,317 tonnes in the first half of 2020 as compare to the corresponding period of 2019, mainly due to the COVID-19 pandemic which had a greater impact on the domestic food industry and the catering industry in February and March 2020. The ASP of starch sweeteners slightly increased, from approximately RMB2,432 per tonne in the first half of 2019 to approximately RMB2,516 per tonne in the first half of 2020.

15

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

Animal nutrition

Threonine

Threonine is a growth product of the Group. Threonine is classified as a major type of animal nutrition product, an essential amino acid which maintains body protein balance and promotes the growth of living things. Our threonine is mainly used as an animal feed additive. The total revenue of threonine kept stable. Threonine slightly decreased by about 2.0% in the first half of 2020 as compared to the corresponding period of 2019, primarily due to the decreased ASP of threonine from approximately RMB6,978 per tonne in the first half of 2019 to approximately RMB6,704 per tonne in the first half of 2020. The decrease in ASP was mainly due to the deteriorated market conditions caused by the COVID-19 pandemic, despite the easing situation of the swine flu in China in the first half of 2020. Likewise, sales volume of threonine only slightly increased from approximately 94,016 tonnes in the first half of 2019 to approximately 95,948 tonnes in the first half of 2020.

Corn refined products

Bacterial protein is classified into the corn refined products category and the revenue of corn refined products increased by about 36.1% for the six months ended 30 June 2020 as compared to the corresponding period of 2019. This was mainly caused by additional annual production capacity of lysine since the second half of 2019. Therefore, our production and sales volume of corn refined products increased during the period as compared to the corresponding period of 2019. In addition, the ASP of bacterial protein increased from approximately RMB2,209 per tonne in the first half of 2019 to approximately RMB2,717 per tonne in the first half of 2020, representing an increase of 23.0%.

Lysine

The new annual production capacity of lysine (200,000 tonnes) commenced operation in our new Longjiang Plant Phase II in the second quarter of 2019. Sales of lysine increased from approximately RMB149.0 million in the first half of 2019 to approximately RMB561.2 million in the first half of 2020. It is classified as part of revenue in our Animal nutrition segment.

16

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

High-end amino acid products

The total sales amount of high-end amino acid products including valine, leucine, isoleucine, glutamine and hyaluronic acid, increased to approximately RMB453.2 million in the first half of 2020 as compared to approximately RMB390.7 million in the first half of 2019. The high-end amino acid market is one of the key markets that the Group remains focused on developing and strengthening. The Group aims to create a series of high-end amino acid products by capitalising on our research and development capabilities and resources.

Colloids

Xanthan gum

The global market demand for xanthan gum was affected by the fluctuating market conditions of the global oil industry and the global pandemic of COVID-19 since May of 2020. The performance of xanthan gum in the Colloid segment was affected by the decline in oil prices, mainly due to the decline in the price of xanthan gum for the exports of industrial grade (oil mining applications). The Group continued to increase its market share and as one of the top three xanthan gum manufacturers, continued to dominate the global market.

Revenue generated from xanthan gum increased by 18.7%, from approximately RMB436.3 million in the first half of 2019 to approximately RMB517.8 million in the first half of 2020. The increase in revenue was due to a rise in sales volume during the period. Sales volume increased by 23.8% in the first half of 2020. The ASP of xanthan gum decreased to approximately RMB14,283 per tonne, representing a decrease of 4.1%, mainly due to the decline in the price of industrial grade xanthan gum (oil mining applications), which was affected by declined oil prices.

Other related products

Fertilisers

The ASP of fertilisers for the six months ended 30 June 2020 was approximately RMB488 per tonne, representing an increase of RMB73, or about 17.6%, as compared to the corresponding period of 2019. The sales volume of fertilisers increased, while the ASP of fertilisers was in line with prevailing market conditions. As a result, the revenue of fertilisers increased from RMB132.1 million for the six months ended 30 June 2019 to RMB209.9 million for the six months ended 30 June 2020. Meanwhile, the Group continued to enhance the development of high value added fertiliser products.

17

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

Gross Profit and Gross Profit Margin

The gross profit is set out below:

Six months ended 30 June

2020 2019
Change
Gross profit (RMB’000)
Gross profit margin (%)
1,469,248
18.0
1,673,394
(12.2)%
21.7
(3.7)ppts.

Gross profit decreased to approximately RMB1,469.2 million and gross profit margin decreased by 3.7 percentage points to 18.0% for the six months ended 30 June 2020.

Decreasing gross profit contribution was mainly due to

  1. The pressures on sales and price exerted by the flagging domestic consumption and economic downturn caused by the COVID-19 pandemic.

  2. The upward cost pressure caused by the higher-than-expected increase in corn price.

The Group continued to strengthen our market share and leading position in the amino acid industry as well as the portfolio of our products, such as starch sweeteners, animal nutrition and high-end amino acid products. We also maintained our flexible marketing and pricing strategy in order to expand market share and consolidate market position.

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Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

Production costs

Production costs
Six months ended 30 June
Change
2020
RMB’000
%
2019
RMB’000
%
%
Major raw materials
• Corn kernels
• Liquid ammonia
• Sulphuric acid
• Soybeans
Energy
• Coal
Depreciation
Employee benefits
Others
Total cost of production
3,829,370
157,729
25,048
27,737
1,045,799
531,065
359,215
969,406
6,945,369
55.1
2.3
0.4
0.4
15.1
7.6
5.2
13.9
100.0
3,257,119
86,016
44,171
18,023
981,754
503,438
323,286
938,628
6,152,435
52.9
17.6
1.4
83.4
0.7
(43.3)
0.3
53.9
16.0
6.5
8.2
5.5
5.3
11.1
15.2
3.3
100.0
12.9

Corn kernels

In the first half of 2020, corn kernels accounted for approximately 55.1% (1 H 2019: 52.9%) of the total production cost, representing an increase of 2.2 percentage points, mainly due to change in the price of corn kernels. The average price of corn kernels for the six months ended 30 June 2020 was approximately RMB1,581 per tonne, representing an increase of 3.3% as compared to the corresponding period of 2019.

The total cost of corn kernels increased by 17.6% in the first half of 2020, which was mainly due to the increase in consumption volume as actual production volume of MSG and lysine increased during the period as compared to the corresponding period of 2019.

19

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

The following chart shows the price trend of corn kernels from the first half of 2017 to the first half of 2020:

==> picture [288 x 159] intentionally omitted <==

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

RMB/Tonne Price Trend of Corn Kernels
1,800
1,592
1,531
1,600
1,452
1,417
1,581
1,340
1,400
1,272
1,200
1,000
1H17 2H17 1H18 2H18 1H19 2H19 1H20
----- End of picture text -----

Liquid ammonia

Liquid ammonia accounted for approximately 2.3% (1H 2019: 1.4%) of total production cost in the first half of 2020. The average unit cost of liquid ammonia in the first half of 2020 decreased to approximately RMB2,464 per tonne, which represents a decrease of approximately RMB251 per tonne, or 9.2%, as compared to the corresponding period of 2019. Despite that the average unit cost of liquid ammonia decreased, the total cost of liquid ammonia increased by 83.4% in the first half of 2020, which was mainly due to the increased consumption volume as actual production volume of MSG and lysine increased during the period.

Sulphuric acid

Sulphuric acid accounted for approximately 0.4% (1H 2019: 0.7%) of total production cost in the first half of 2020. The average unit cost of sulphuric acid decreased to approximately RMB95 per tonne, which represents a fall of approximately RMB172 per tonne, or 64.4%, as compared to the corresponding period of 2019.

Soybeans

In the first half of 2020, soybeans accounted for approximately 0.4% (1H 2019: 0.3%) of the total production cost. The average unit cost of soybeans was approximately RMB4,130 per tonne, which represents an increase of approximately RMB354 per tonne, or 9.4%, as compared to the corresponding period of 2019.

20

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

Coal

Coal accounted for 15.1% (1H 2019: 16.0%) of total production cost in the first half of 2020. The total cost of coal increased by 6.5% in the first half of 2020, which was mainly due to the increase in the price of coal during the period. The average unit cost of coal in the first half of 2020 was RMB258 per tonne, which represents an increase of RMB12 per tonne, or 4.9%, as compared to the corresponding period of 2019. The increase in the coal price was in line with the general increase in commodity prices.

The Group’s major production plants in Shaanxi, Inner Mongolia, Hulunbeir, Xinjiang and Heilongjiang, with access to lower-cost coal in the regions, are instrumental in strengthening the Group’s pricing power. The chart below shows coal costs at each of our plants in Shaanxi, Inner Mongolia, Hulunbeir, Xinjiang and Heilongjiang:

RMB/Tonne

==> picture [227 x 117] intentionally omitted <==

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

407
400
339
316
300 255 275 244 269 282 241 270 286
221
200 148 164 176
100
0
1H2019 2H2019 1H2020
Shaanxi Inner Mongolia Hulunbeir
Xinjiang Heilongjiang
----- End of picture text -----

Other production costs

The increase in cost of depreciation and employee benefits was mainly due to the increased annual production capacity of lysine in our Longjiang Plant since the first half of 2019.

21

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

Production

The annual designed production capacity of each of the major products by product categories were as follows:

Six months ended 30 June Six months ended 30 June
Product 2020
Tonnes
2019
Change
Tonnes
%
Food additives
MSG (Note)
Starch sweeteners (Note)
Animal nutrition
Threonine (Note)
Lysine (Note)
Colloid
Xanthan gum (Note)
Other
Fertilisers (Note)
665,000
360,000
121,500
100,000
32,500
540,000
665,000

360,000

121,500

75,000
33.3
32,500

540,000

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

Analysis of Capacity Usage of Major Product Lines

The utilization rates of MSG and starch sweeteners, the two main products in Food additives segment in the first half of 2020, remained stable. MSG’s business strategy has changed, and the Group set production volume according to market demand in order to minimize the risk from pricing competition. During the period, the utilization rate of MSG exceeded 90%. The annual production capacity of starch sweeteners kept as 720,000 tonnes. Starch sweeteners was in full production in the first half of 2020. Threonine, as classified in the Animal nutrition segment, was affected by the outbreak of swine flu and weak market sentiment. The Group determined its output based on market demand with capacity utilization rate of threonine around 70% during the six months period. Xanthan gum product, as classified in the Colloid segment, had stable market demand. In the first half of 2020, the capacity utilization rate of xanthan gum was also in full.

22

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

Other Financial Information

Other income

In the first half of 2020, other income amounted to approximately RMB144.3 million, which was mainly comprised of income from sales of waste products, amortisation of deferred income and government grants.

Selling and marketing expenses

Selling and marketing expenses increased by approximately RMB81.4 million, or 13.5%, in the first half of 2020. The increase in selling and marketing expenses was mainly due to an increase in transportation costs during sales process as we adjusted the supply strategy in domestic and overseas markets.

Administrative expenses

Administrative expenses decreased by approximately RMB21.1 million, or 5.4%, in the first half of 2020, mainly due to the decreases in staff costs and research and development expenses.

Finance costs

The finance costs of the Group in the first half of 2020 included two main parts: interest expense and exchange loss on financial activities.

Interest expense decreased by approximately RMB2.5 million, mainly due to a decrease in interest expenses as we repurchased part of the 3-year 5.875% USD bonds issued on 28 August 2018 amounting to USD62.8 million during the period.

On the other hand, the Group recorded an exchange loss on financing activities of approximately RMB21.1 million (1H 2019: RMB3.7 million), mainly due to the exchange loss of USD bonds and bank borrowings denominated in USD in the first half of 2020.

Depreciation

Depreciation expenses of the Group increased by approximately RMB59.0 million, or 10.5%, from RMB561.3 million in the first half of 2019 to RMB620.3 million in the first half of 2020. The increase was mainly due to the commencing of operations at the Phase II of the Longjiang Plant at the beginning of 2019.

23

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

Income tax expense

The income tax expenses for the six months ended 30 June 2020 mainly represented the PRC Enterprise Income Tax (“EIT”). Seven subsidiaries of the Group, including Hulunbeir Fufeng, Shandong Fufeng, Shenhua Pharmaceutical, Baoji Fufeng, IM Fufeng, Xinjiang Fufeng and Longjiang Fufeng have obtained the approvals to become a new and hightechnology enterprise and had been entitled to a preferential income tax rate of 15% (1H 2019: 15%). The qualification of new and high-technology enterprise is subject to renewal for each three years interval.

According to the Caishui (2011) No. 58 “The notice on the tax policies of further implementation of the western region development strategy issued by the Ministry of Finance, the State Administration of Taxation and the General Administration of Customs” (財稅[2011]58號“關於深入實施西部大開發戰略有關稅收政策問題的通知”), companies set up in the western region and falling into certain encouraged industry catalogue promulgated by the PRC government will be entitled to a preferential tax rate of 15%.

Four subsidiaries of the Group, including Baoji Fufeng, IM Fufeng, Hulunbeir Fufeng and Xinjiang Fufeng, were set up in the western development region and fall into the encouraged industry catalogue, and therefore they are entitled to the above said preferential tax rate of 15% (1H 2019: 15%).

The Group’s subsidiaries in the PRC are subject to PRC EIT which is calculated based on the applicable tax rate of 25% (1H 2019: 25%) on the assessable profits of the subsidiaries in accordance with PRC tax laws and regulations except for those as discussed above. The Group’s subsidiaries in Hong Kong are subject to income tax at a rate of 8.25% (1H 2019: 8.25%) on the estimated assessable profit for the six months ended 30 June 2020.

The Group’s subsidiary in the United States is subject to state income tax at a rate of approximately 8.84% (1H 2019: 8.84%) and a federal income tax at a rate of approximately 21% (1H 2019: 21%) on the estimated assessable profit for the six months ended 30 June 2020.

24

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

Future Plan and Recent Development

Outlook and Future Plan

  1. We expect that the second half of the year to remain challenging. We as the market leader will further strengthen our leading role to accelerate the industry consolidation.

  2. We will rapidly launch some supporting facilities with an aim to further lower our production costs.

  3. We will upgrade our information systems in order to improve operational management efficiency.

  4. We will build a high-performance team through staff training and talent recruitment to achieve systematic and highly efficient operating performance.

  5. We will further reduce costs and enhance competitiveness of high-end amino acid products through the improvement of production technology and processes.

Liquidity and Financial Resources

As at 30 June 2020, the Group’s cash and cash equivalent and restricted bank deposits were RMB1,846.3 million (31 December 2019: RMB1,880.8 million) whereas current bank borrowings) were approximately RMB1,830.1 million (31 December 2019: RMB935.2 million). Non-current bank borrowings and non-current other borrowings (including the balances of USD bonds) were approximately RMB262.8 million and RMB1,783.5 million (31 December 2019: RMB261.2 million and RMB2,188.2 million), respectively.

USD Bonds

The Company issued USD350 million three-year USD bonds on 28 August 2018 with a fixed interest rate of 5.875% per annum. The gross proceeds of the USD bonds issue, before deduction of underwriting discounts and commissions and other estimated expenses in connection with the bond issue, amounted to approximately USD349.6 million, which the Company mainly used to refinance existing debt and for business development purposes.

The Company completed the repurchase of USD96,664,000 in aggregate principal amount of USD bonds (the “Repurchased Bonds”) which were repurchased during 6 November 2018 to 13 May 2020, representing approximately 27.62% of the aggregate principal amount of USD bonds originally issued. The Repurchased Bonds were cancelled before 30 June 2020 and the outstanding balance of USD bonds amounted to USD253,336,000 as at 30 June 2020.

The Directors believe that the Group’s liquidity position is relatively stable and that the Group has sufficient banking facilities to repay or renew existing short-term bank loans and other borrowings.

25

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

Material acquisition or disposal of subsidiary and associated company

The Group had no other material acquisition or disposal of subsidiaries or associated companies for the six months ended 30 June 2020.

Employees

As at 30 June 2020, the Group had approximately 13,100 employees. Employees’ remuneration has been 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 Scheme” under the “Other information” section below for the share options granted to certain Directors and employees of the Group pursuant to the Post-IPO and New share option schemes.

Contingent Liabilities

As at 30 June 2020, the Group had no material contingent liabilities.

Charges on assets

As at 30 June 2020, structured deposits, recognised as financial assets measured at fair value through profit or loss amounting to RMB800.0 million (31 December 2019: Nil) were pledged to certain banks to secure bank borrowings of RMB800.0 million (31 December 2019: Nil) of the Group.

The long-term bank borrowings 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 2020, the total assets of the Group amounted to approximately RMB19,445.8 million (31 December 2019: RMB19,458.6 million) whereas the total borrowings amounted to RMB3,876.5 million (31 December 2019: RMB3,384.6 million). The gearing ratio was approximately 19.9% (31 December 2019: 17.4%), which is calculated based on the Group’s total interest-bearing borrowings over total assets.

26

Fufeng Group Limited Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

Foreign exchange exposure

The Company entered into two USD100,000,000 foreign exchange swap agreement with Deutsche Bank on 30 October 2018 and 3 November 2018, respectively. The above two agreements are early terminated on 22 April 2020. Simultaneously, the Company entered into one USD150,000,000 foreign exchange swap agreement with Deutsche Bank on 22 April 2020. They were mainly for hedging the exposure to foreign exchange risk of the remain outstanding balance of Company’s USD Bonds which were issued on 28 August 2018.

In 2019, the Company entered into one USD38,000,000 foreign exchange swap agreement with the Bank of China (Hong Kong) Limited on 3 November 2019. It was fully for hedging the exposure to foreign exchange risk of the Company’s a USD bank loan with the Bank of China (Hong Kong) Limited amount to USD38,000,000.

Except for the above, 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 are denominated in RMB. Foreign currencies were, however, received for the export sales of products, the issuance of USD bonds and draw-down of bank borrowings. 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 USD bonds and bank borrowings by partially applying cross currency swaps to mitigate exposures arising from the fluctuations in foreign currencies of bonds and borrowings.

Dividend

The Board has resolved to pay an interim dividend of HK5.8 cents per share for the six months ended 30 June 2020, payable on or before 30 September 2020 to the shareholders whose names appear on the register of members of the Company on 18 September 2020.

Closure of register of members

The register of members of the Company will be closed from Wednesday, 16 September 2020 to Friday, 18 September 2020 (both dates inclusive), during which no transfer of Shares will be registered. In order to qualify for the interim dividend, all transfer of Shares accompanied by the relevant share certificates must be lodged with the Company’s branch registrar in Hong Kong, Tricor Investor Services Limited at level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 15 September 2020.

27

Fufeng Group Limited Interim Report 2020

INTERIM CONDENSED CONSOLIDATED BALANCE SHEET

30 June
2020
31 December
2019
Note RMB’000 RMB’000
ASSETS
Non-current assets
Property, plant and equipment
7
Right-of-use assets
8
Intangible assets
7
Investments accounted for using the
equity method
Financial assets at fair value through
profit or loss
5
Derivative financial instruments
5
Deferred income tax assets
Total non-current assets
Current assets
Inventories
Trade, other receivables and prepayments
9
Financial assets at fair value through
profit or loss
5
Cash and bank balances
10
Total current assets
Total assets
LIABILITIES
Non-current liabilities
Other payables
13
Deferred income
Borrowings
12
Lease liabilities
8
Deferred income tax liabilities
Derivative financial instruments
5
Total non-current liabilities
10,081,828
776,178
45,761
21,964
2,000
25,833
119,811
11,073,375
3,021,751
2,704,368
800,000
1,846,269
8,372,388
19,445,763
64,805
713,242
2,046,343
57
36,650
6,253
2,867,350
10,457,268
778,591
40,663
28,187

14,649
146,638
11,465,996
3,627,147
2,484,697

1,880,771
7,992,615
19,458,611
63,148
710,281
2,449,380
497
40,650
6,880
3,270,836

28

Fufeng Group Limited Interim Report 2020

INTERIM CONDENSED CONSOLIDATED BALANCE SHEET

30 June
2020
31 December
2019
Note RMB’000 RMB’000
Current liabilities
Trade, other payables and accruals
13
Contract liabilities
Current income tax liabilities
Borrowings
12
Lease liabilities
8
Total current liabilities
Total liabilities
EQUITY
Capital and reserves attributable to
the shareholders
Share capital
11
Share premium
11
Other reserves
Retained earnings
Total equity
Total equity and liabilities
2,707,426
423,367
48,502
1,830,149
824
5,010,268
7,877,618
243,261
478,693
654,387
10,191,804
11,568,145
19,445,763
3,148,996
624,714
101,593
935,170
833
4,811,306
8,082,142
243,261
663,634
665,819
9,803,755
11,376,469
19,458,611

The above interim condensed consolidated balance sheet should be read in conjunction with the accompanying notes.

29

Fufeng Group Limited Interim Report 2020

INTERIM CONDENSED CONSOLIDATED INCOME STATEMENT

Half-year Half-year Half-year
2020 2019
Note RMB’000 RMB’000
Revenue
6
Cost of sales
Gross profit
Selling and marketing expenses
Administrative expenses
Net impairment losses on financial assets
5.2
Other operating expenses
Other income
14
Other gains – net
Operating profit
15
Finance income
Finance costs
Finance costs – net
16
Share of net loss of investments accounted
for using the equity method
Profit before income tax
Income tax expense
17
Profit for the half-year and attributable to
the shareholders
Earnings per share for profit attributable to
the shareholders during the period
(expressed in RMB cents per share)
– basic
18
– diluted
18
8,168,630
(6,699,382)
1,469,248
(683,936)
(372,179)
(5,485)
(31,501)
144,274
42,465
562,886
24,667
(133,177)
(108,510)
(6,223)
448,153
(68,849)
379,304
14.97
14.97
7,703,517
(6,030,123
1,673,394
(602,574
(393,318
(13,564
(48,896
153,514
16,002
784,558
40,546
(118,279
(77,733
(1,040
705,785
(93,081
612,704
24.07
24.06

The above interim condensed consolidated income statement should be read in conjunction with the accompanying notes.

30

Fufeng Group Limited Interim Report 2020

INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Half-year
2020
2019
Half-year
2020
2019
Half-year
2020
2019
2020
RMB’000 RMB’000
Profit for the half-year
Other comprehensive income for the half-year
Total comprehensive income for the half-year
attributable to the shareholders
379,304

379,304
612,704
612,704

The above interim condensed consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

31

Fufeng Group Limited Interim Report 2020

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Attributable to the shareholders Attributable to the shareholders Attributable to the shareholders
Share
Share
Other Retained
capital
RMB’000
premium
RMB’000
reserves
RMB’000
earnings
RMB’000
Total
RMB’000
11,004,344
612,704
1,059
(11,217)
(513,585)
(523,743)
11,093,305
Balance at 1 January 2019
Total comprehensive income for
the half-year
Transactions with shareholders,
recognised directly in equity
Employees share option scheme:
– Value of employee services
Repurchase of shares of the Company
Dividends
Total transactions with shareholders
Balance at 30 June 2019
Balance at 1 January 2020
Total comprehensive income for
the half-year
Transactions with shareholders,
recognised directly in equity
Employees share option scheme:
– Value of employee services
– Forfeit of share option issued
– Expiry of share option issued
Provision for safety production fee
Utilisation of safety production fee
Dividends
Total transactions with shareholders
Balance at 30 June 2020
244,436


(299)

(299)
244,137
1,430,479


(10,918)
(513,585)
(524,503)
905,976
574,081

1,059


1,059
575,140
8,755,348
612,704




9,368,052
243,261








243,261
663,634






(184,941)
(184,941)
478,693
665,819

(3,525)
(4,034)
(4,711)
1,440
(602)

(11,432)
654,387
9,803,755
379,304

4,034
4,711



8,745
10,191,804
11,376,469
379,304
(3,525)


1,440
(602)
(184,941)
(187,628)
11,568,145

The above interim condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

32

Fufeng Group Limited Interim Report 2020

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Half-year Half-year Half-year
2020 2019
Note RMB’000 RMB’000
Cash flows from operating activities
Cash generated from operations
Interest paid
Income taxes paid
Net cash inflow from operating activities
Cash flows from investing activities
Purchases of property, plant and equipment
Payments for leasehold land
Loan to a third party
Payments for financial assets at fair value
through profit or loss
Purchases of intangible assets
Proceeds from disposal of investment in an
associate
Proceeds from disposal of property, plant and
equipment
Proceeds from disposal of subsidiaries, net of
cash disposed
Proceeds from financial assets at fair value
through profit or loss
Repayments of loan from former subsidiaries
Assets-related government grants received
Interest received
Placement of restricted bank deposits
Proceeds from restricted bank deposits
Proceeds from term deposits
Placement of term deposits
Net cash outflow from investing activities
1,148,081
(107,899)
(101,246)
938,936
(552,199)


(2,402,000)
(7,876)

288
17,923
1,600,000
2,357
45,300
40,014


10,000
(31,000)
(1,277,193)
789,005
(105,858)
(149,043)
534,104
(900,201)
(469)
(400,000)
(67,344)
(7,383)
4,900
2,959
1,028,098

261,209
40,704
33,549
(1,100,000)
869,800
22,000
(32,000)
(244,178)

33

Fufeng Group Limited Interim Report 2020

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Half-year Half-year Half-year
2020 2019
Note RMB’000 RMB’000
Cash flows from financing activities
Loan from a third party
Proceeds from bank borrowings
12
Repayments of bank borrowings
12
Redemption of USD bonds
12
Principal elements of lease payments
Repurchase of shares of the Company
Dividends paid to the Company’s shareholders
19
Net cash inflow/(outflow) from financing
activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of
the half-year
Cash and cash equivalents at end of
the half-year

2,942,614
(2,055,000)
(424,216)
(477)

(185,606)
277,315
(60,942)
1,831,169
1,770,227
60,000
2,087,000
(2,037,699
(8,364
(477
(11,217
(513,585
(424,342
(134,416
1,734,943
1,600,527

The above interim condensed consolidated statements of cash flows should be read in conjunction with the accompanying notes.

34

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

1. General Information

Fufeng Group Limited (the “Company”) and its subsidiaries (together, the “Group”) manufacture and sell fermentation-based food additive, biochemical products and starch-based products. The Group has manufacturing plants in Shandong Province, Shaanxi Province, Jiangsu Province, Heilongjiang Province, Inner Mongolia Autonomous Region and Xinjiang Uygur Autonomous Region of the People’s Republic of China (the “PRC”) and sells mainly to customers located in the PRC.

The Company is a limited liability company incorporated in the Cayman Islands. The address of its registered office is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

The Company has its shares listed on The Stock Exchange of Hong Kong Limited.

This condensed consolidated interim financial report is presented in RMB, unless otherwise stated, and was approved for issue on 18 August 2020 by the Board of Directors.

This condensed consolidated interim financial report has not been audited.

Significant events and transactions

In the first half year of 2020, the Coronavirus Disease 2019 (“COVID-19”) had certain impact on the Group’s business and economics activities in the local and oversea markets. The sale price of monosodium glutamate (“MSG”) declined due to the decreasing demand of catering industry, which lead to the Group’s gross profit margin decreased.

2. Basis of Preparation

This condensed consolidated interim financial report for the half-year reporting period ended 30 June 2020 has been prepared in accordance with HKAS 34, “Interim Financial Reporting”. The condensed consolidated interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2019, which have been prepared in accordance with HKFRS.

35

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

3. Accounting Policies

The accounting policies in this condensed financial report applied are consistent with those of the annual financial statements for the year ended 31 December 2019 except for the adoption of new and amended standards as set out below.

(a) New and amended standards adopted by the Group

A number of new or amended standards became applicable for the current reporting period. The Group did not have to change its accounting policies and make retrospective adjustments as a result of adopting these standards.

Effective for annual periods beginning on or after Amendments to HKAS 1 Definition of Material 1 January 2020 and HKAS 8 Amendments to HKFRS 3 Definition of a Business 1 January 2020 Revised Conceptual Revised Conceptual Framework 1 January 2020 Framework for Financial Reporting Amendments to HKFRS 9, Interest Rate Benchmark Reform 1 January 2020 HKAS 39 and HKFRS 7 Amendments to HKFRS16 Covid-19-related Rent 1 June 2020 Concessions

36

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

3. Accounting Policies (Continued)

(b) New standards and interpretations not yet adopted

The following new standards, new interpretations and amendments to standards and interpretations have been issued but are not effective for the financial year beginning on 1 January 2020 and have not been early adopted by the Group:

Effective for annual periods beginning on or after

Amendments to HKAS 1 Classification of Liabilities as Current or Non-current

Amendments to HKAS 16 Property, Plant and Equipment: Proceeds before intended use Amendments to HKAS 37 Onerous Contracts – Cost of Fulfilling a Contract Amendments to HKFRS 3 Reference to the Conceptual Framework HKFRS 17 Insurance contracts Amendments to HKFRS 10 Sale or contribution of assets and HKAS 28 between an investor and its associate or joint venture

Annual Improvements to HKFRS Standards 2018–2020

1 January 2022

1 January 2022

1 January 2022

1 January 2022

1 January 2023 To be determined

1 January 2022

The Group is assessing the full impact of the new standards, new interpretations and amendments to standards and interpretations.

37

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

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 this 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 2019.

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, cash flow interest rate risk and fair value interest rate risk), credit risk and liquidity risk.

The interim condensed consolidated financial statements does 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 2019.

There have been no changes in the risk management department since 2019 year end or in any risk management policies.

38

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

5. Financial Risk Management (Continued)

5.2 Credit risk

Credit risk arises from cash and cash equivalents, contractual cash flows of debt investments carried at amortised cost, at fair value through other comprehensive income (FVOCI) and at fair value through profit or loss (FVPL), favourable derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to the customers, including outstanding receivables.

(i) Risk management

Credit risk is managed on a Group basis. Bank deposits and cash at bank are deposited in reputable financial institutions which are considered with low credit risk.

For sales of goods, customers of the Group usually pay in advance before delivery of products. Credit will only be granted to customers with longterm relationship. The Group performs ongoing credit evaluations of its customers’ financial conditions and generally does not require collateral on trade receivables. The credit period granted to the customers is usually no more than 90 days and the credit quality of these customers is assessed, which takes into account their financial position, past experience and other factors. In view of the sound collection history of receivables due from them, management believes that the credit risk inherent in the Group’s outstanding trade receivables arising from sales of products due from them is not significant.

The Group’s investment in debt instruments are considered to be low risk investments. The credit ratings of the investments are monitored for credit deterioration.

39

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

5. Financial Risk Management (Continued)

5.2 Credit risk (Continued)

(ii) Impairment of financial assets

The Group has trade receivables for sales of inventory that are subject to the expected credit loss model.

While deposit with banks, including term deposits and restricted bank deposits, notes receivables and loan to a third party are also subject to the impairment requirements of HKFRS 9, identified impairment loss was immaterial.

Trade receivables

The Group applies the HKFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables.

To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.

The expected loss rates are based on the payment profiles of sales over a period of 36 month before 30 June 2020 or 31 December 2019 respectively and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has considered the business, financial or economic conditions of the customers and the performance and behaviour of customers, and accordingly adjusts the historical loss rates based on expected changes in these factors.

40

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

5. Financial Risk Management (Continued)

5.2 Credit risk (Continued)

  • (ii) Impairment of financial assets (Continued)

Trade receivables (Continued)

On that basis, the loss allowance as at 30 June 2020 and 31 December 2019 was determined as follows for trade receivables:

30 June 2020 Within
3 months
RMB’000
3 to 12
months
RMB’000
Over 12
months
RMB’000
Total
RMB’000
657,920
24,476
Expected loss rate
Gross carrying amount
Loss allowance provision
1.78%
616,421
10,972
20.13%
34,721
6,989
96.12%
6,778
6,515
31 December 2019 Within
3 months
RMB’000
3 to 12
months
RMB’000
Over 12
months
RMB’000
Total
RMB’000
663,357
18,991
Expected loss rate
Gross carrying amount
Loss allowance provision
0.97%
599,413
5,821
12.53%
57,761
7,238
95.94%
6,183
5,932

41

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

5. Financial Risk Management (Continued)

5.2 Credit risk (Continued)

(ii) Impairment of financial assets (Continued)

Trade receivables (Continued)

The closing loss allowances for trade receivables as at 30 June 2020 and 31 December 2019 reconcile to the opening loss allowances as follows:

Trade
receivables
RMB’000
Opening loss allowance at 1 January 2019
Provision for impairment loss allowances
Receivables written off during the year as uncollectible
Closing loss allowance at 31 December 2019
Provision for impairment loss allowances
Closing loss allowance at 30 June 2020
11,628
37,869
(30,506)
18,991
5,485
24,476

Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments for a period greater than 360 days past due.

Impairment losses on trade receivables are presented within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.

42

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

5. Financial Risk Management (Continued)

5.2 Credit risk (Continued)

(ii) Impairment of financial assets (Continued)

Other financial assets at amortised cost

Other financial assets at amortised cost include other receivables. Impairment on other receivables is measured as either 12-month expected credit losses or lifetime expected credit losses, depending on whether there has been a significant increase in credit risk since initial recognition. If a significant increase in credit risk of a receivable has occurred since initial recognition, then impairment is measured as lifetime expected credit losses.

Net impairment losses on financial assets recognised in profit and loss

During the six months ended 30 June 2020 and 30 June 2019, the following losses were recognised in “Net impairment losses on financial assets” in the interim condensed consolidated income statement in relation to impaired financial assets:

Half-year Half-year Half-year
2020
RMB’000
2019
RMB’000
Impairment losses
– loss allowance for trade receivables
5,485 13,564

43

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

5. Financial Risk Management (Continued)

5.3 Liquidity risk

Prudent liquidity risk management includes maintaining sufficient cash and available credit facilities to meet obligations when they arise.

Management monitors the funding requirements of the Group and the availability of credit facilities in order to ensure the liquidity of the Group.

The table below analyses the Group’s financial liabilities into relevant maturity groupings based on their contractual maturities for:

  • (a) non-derivative financial liabilities, and

  • (b) net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flow.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, as the impact of discounting is not significant.

44

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

5. Financial Risk Management (Continued)

5.3 Liquidity risk (Continued)

Liquidity risk(Contin u ed)
Contractual maturities of
financial liabilities
Less than
1 year
RMB’000
Between
1 and
2 years
RMB’000
Between
2 and
5 years
RMB’000
Over
5 years
Total
contractual
cash flows
RMB’000
RMB’000

3,895,096

196,558

1,022
35,130
2,446,056
35,130
6,538,732

(370,496)

384,909

14,413
35,130
6,553,145
The Group
At 30 June 2020
Non-derivatives
Borrowings
Interests payments on
borrowings (i)
Lease liabilities
Trade and other payables
(excluding non-financial
liabilities)
Total non-derivatives
Derivatives
Gross settled
(cross currency swaps)
– (inflow)
– outflow
Total
1,845,294
132,043
961
2,363,826
4,342,124
(79,112)
85,347
6,235
4,348,359
1,833,962
62,320
44

1,896,326
(75,441)
81,527
6,086
1,902,412
215,840
2,195
17
47,100
265,152
(215,943)
218,035
2,092
267,244



35,130
35,130



35,130

45

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

5. Financial Risk Management (Continued)

5.3 Liquidity risk (Continued)

Liquidity risk(Continu ed)
Contractual maturities of
financial liabilities
Less than
1 year
RMB’000
Between
1 and
2 years
RMB’000
Between
2 and
5 years
RMB’000
Over
5 years
Total
contractual
cash flows
RMB’000
RMB’000
The Group
At 31 December 2019
Non-derivatives
Borrowings
Interests payments on
borrowings (i)
Lease liabilities
Trade and other payables
(excluding non-financial
liabilities)
Total non-derivatives
Derivatives
Gross settled
(cross currency swaps)
– (inflow)
– outflow
Total
938,810
167,346
975
2,784,162
3,891,293
(89,794)
92,919
3,125
3,894,418
2,232,401
139,883
484

2,372,768
(116,214)
119,721
3,507
2,376,275
242,820
6,810
31
17,100
266,761
(243,360)
249,630
6,270
273,031



65,130
65,130



65,130
3,414,031
314,039
1,490
2,866,392
6,595,952
(449,368)
462,270
12,902
6,608,854

(i) The interests on borrowings are calculated based on bank borrowings and USD bonds held as at 30 June 2020 and 31 December 2019 without taking into account of future issues. Floating-rate interests are estimated using current interest rate as at 30 June 2020 and 31 December 2019 respectively.

46

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

5. Financial Risk Management (Continued)

5.4 Fair value estimation

  • (a) Financial assets and liabilities

  • (i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value in the condensed consolidated financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level follows underneath the table.

Recurring fair value
measurements
Note
Level 1
RMB’000
Level 2
RMB’000
Level 3
RMB’000
Total
RMB’000
25,833
2,000
800,000
691,175
1,519,008
6,253
At 30 June 2020
Financial assets
Derivative financial
instruments
Financial assets measured at
FVPL
– Equity investments
– Structured deposit

Notes receivable measured
at FVOCI
9(c)
Total financial assets
Financial liabilities*
Derivative financial
instruments










25,833
2,000
800,000
691,175
1,519,008
6,253

47

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

5. Financial Risk Management (Continued)

5.4 Fair value estimation (Continued)

  • (a) Financial assets and liabilities (Continued)

  • (i) Fair value hierarchy (Continued)

Recurring fair value
measurements
Note
Level 1
RMB’000
Level 2
RMB’000
Level 3
RMB’000
Total
RMB’000
At 31 December 2019
Financial assets
Derivative financial
instruments
Notes receivable measured
at FVOCI
9(c)
Total financial assets
Financial liabilities
Derivative financial
instruments






14,649
972,971
987,620
6,880
14,649
972,971
987,620
6,880
  • During the six months ended 30 June 2020, the Group has subscribed capital contribution of RMB2,000,000 to a third party. The third party has registered capital of RMB100,000,000, of which 10% are held by the Group. This third party is private company and there is no quoted market price available for its shares.

  • ** As at 30 June 2020, RMB800,000,000 of the structured deposit were used for securing the bank borrowings. The structured deposit with floating interest income was classified as the financial asset measured at FVPL.

The carrying value less impairment provision of trade and other receivables, cash and cash equivalents and short-term bank deposits approximated their fair values. The fair value of financial assets and 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.

48

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

5. Financial Risk Management (Continued)

5.4 Fair value estimation (Continued)

  • (a) Financial assets and liabilities (Continued)

  • (i) Fair value hierarchy (Continued)

The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

(ii) Valuation techniques used to determine fair values

Specific valuation techniques used to value financial instruments include:

  • for interest rate swaps – the present value of the estimated future cash flows based on observable yield curves

  • for forward currency forwards – present value of future cash flows based on forward exchange rates at the balance sheet date

  • for foreign currency options – option pricing models (e.g. Black Scholes model)

All of the resulting fair value estimates are included in level 3.

49

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

6. Segment Information

The chief operating decision-maker has been identified as the executive directors of the Company. The executive directors review the Group’s internal reporting in order to assess performance and allocate resources.

In view of more diversified portfolio of products due to the continuous development of the Group’s businesses over the years, the executive directors consider it more informative and reflective of underlying business realities to examine the business performance of the Group according to the following product segments:

  • Food additives segment: manufacturing and sales of food additives products, including monosodium glutamate (“MSG”), starch sweeteners, glutamic acid, compound seasoning and corn oil;

  • Animal nutrition segment: manufacturing and sales of animal nutrition products, including corn refined products, threonine and lysine;

  • Colloid segment: manufacturing and sales of colloid products, including xanthan gum and gellan gum;

  • High-end amino acid segment: manufacturing and sales of high-end amino acid products; and

  • Other segment: manufacturing and sales of other products, including fertilisers, synthetic ammonia, pharmaceuticals and others.

The executive directors assess the performance of the business segment based on gross profit of the above five product segments.

Approximately 68% (30 June 2019: 73%) of the Group’s revenue are generated from sales to the customers in the PRC.

50

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

6. Segment Information (Continued)

The revenue of the Group for the six months ended 30 June 2020 and 2019 are set out as follows:

Half-year Half-year Half-year
Products by segments 2020
RMB’000
2019
RMB’000
Food additives
MSG
Starch sweeteners
Glutamic acid
Compound seasoning
Corn oil
Animal nutrition
Corn refined products
Threonine
Lysine
Colloid
Xanthan gum
Gellan gum
High-end amino acid
High-end amino acid products
Others
Fertilisers
Synthetic ammonia
Pharmaceuticals
Others
3,307,330
692,740
238,871
14,688
3,311
4,256,940
1,311,605
643,221
561,151
2,515,977
517,832
31,754
549,586
453,159
209,932
91,346
80,166
11,524
392,968
8,168,630
3,734,595
807,488
178,104
20,716
2,565
4,743,468
963,739
656,015
149,010
1,768,764
436,349
22,386
458,735
390,699
132,063
131,838
69,299
8,651
341,851
7,703,517

51

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

6. Segment Information (Continued)

The segment information for the six months ended 30 June 2020 is as follows:

Food
additives
RMB’000
Animal
nutrition
RMB’000
High-end
amino acid
RMB’000
Colloid
RMB’000
Others
RMB’000
Group
RMB’000
8,168,630
(6,699,382)
1,469,248
Revenue
Cost of sales
Gross profit
4,256,940
(3,533,653)
723,287
2,515,977
(2,163,567)
352,410
453,159
(282,631)
170,528
549,586
(416,798)
132,788
392,968
(302,733)
90,235

The segment information for the six months ended 30 June 2019 is as follows:

Food
additives
RMB’000
Animal
nutrition
RMB’000
High-end
amino acid
RMB’000
Colloid
RMB’000
Others
RMB’000
Group
RMB’000
Revenue
Cost of sales
Gross profit
4,743,468
(3,622,631)
1,120,837
1,768,764
(1,594,224)
174,540
390,699
(225,413)
165,286
458,735
(330,513)
128,222
341,851
(257,342)
84,509
7,703,517
(6,030,123)
1,673,394

52

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

7. Property, Plant and Equipment and Intangible Assets

Property,
plant and
equipment
RMB’000
Intangible
assets
RMB’000
Total
RMB’000
10,340,722
682,762
(3,385)
(555,013)
10,465,086
Six months ended 30 June
2019
Opening net book amount
at 1 January 2019
Additions
Disposals
Depreciation and amortisation
Closing net book amount at
30 June 2019
Six months ended 30 June
2020
Opening net book amount
at 1 January 2020
Additions
Disposals
Depreciation and amortisation
Transfer to right-of-use assets
Closing net book amount at
30 June 2020
10,309,977
675,379
(3,385)
(552,468)
10,429,503
30,745
7,383

(2,545)
35,583
10,457,268
244,187
(1,736)
(610,809)
(7,082)
10,081,828
40,663
7,876

(2,778)

45,761
10,497,931
252,063
(1,736)
(613,587)
(7,082)
10,127,589

53

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

8. Leases

This note provides information for leases where the Group is a lessee.

(i) Amounts recognised in the interim condensed consolidated balance sheet

The interim condensed consolidated balance sheet shows the following amounts relating to leases:

As at As at As at
30 June
2020
RMB’000
31 December
2019
RMB’000
Right-of-use assets
Leasehold land-use rights (a)
Buildings
Equipment
Lease liabilities
Current
Non-current
775,179
934
65
776,178
824
57
881
777,141
1,372
78
778,591
833
497
1,330

54

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

8. Leases (Continued)

  • (i) Amounts recognised in the interim condensed consolidated balance sheet (Continued)

    • (a) Leasehold land-use rights
nce sheet(Continued)
Leasehold land-use rights
Leasehold
land-use
rights
RMB’000
778,558
469
(8,399)
770,628
Six months ended 30 June 2019
Opening net book amount at 1 January 2019
Additions
Depreciation and amortisation
Closing net book amount at 30 June 2019
Six months ended 30 June 2020
Opening net book amount at 1 January 2020
Transfer from property, plant and equipment
Depreciation and amortisation
Closing net book amount at 30 June 2020
777,141
7,082
(9,044)
775,179

55

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

8. Leases (Continued)

(ii) Amounts recognised in the interim condensed consolidated

income statement

The interim condensed consolidated income statement shows the following amounts relating to leases:

Half-year Half-year Half-year
2020
RMB’000
2019
RMB’000
Depreciation charge of
right-of-use assets
Leasehold land-use rights
Buildings
Equipment
Interest expense (included in finance cost)
Expense relating to short-term leases
(included in administrative expenses)
9,044
438
13
9,495
28
7,123
8,399
438
13
8,850
49
9,295

The total cash outflow for leases during the six months ended 30 June 2020 was RMB7,600,000 (30 June 2019: RMB9,772,000).

(iii) The Group’s leasing activities and how these are accounted for

The Group leases various offices, warehouses and equipment. Rental contracts are typically made for fixed periods of 1 to 3 years.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants. Leased assets may not be used as security for borrowing purposes.

56

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

9. Trade, Other Receivables and Prepayments

As at As at As at
30 June
2020
RMB’000
31 December
2019
RMB’000
663,357
(18,991)
644,366
17,818
2,357
38,710
70,000
1,432
Trade receivables (a)
Less: provision for impairment loss allowance
Trade receivables – net
Receivables arising from disposal of subsidiaries
Receivables from former subsidiaries
Deposits and others
Loan to a third party (b)
Loans to employees
657,920
(24,476)
633,444


38,348
70,000
778
– Loans to key management
– Loans to other employees

778

1,432
Value-added tax for future deduction
Trade and other receivables excluding notes
receivable and prepayments
Notes receivables (c)
Prepayments for raw materials
361,761
1,104,331
691,175
908,862
2,704,368
409,757
1,184,440
972,971
327,286
2,484,697

57

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

9. Trade, Other Receivables and Prepayments (Continued)

  • (a) At 30 June 2020 and 31 December 2019, the ageing analysis of the trade receivables based on invoice date was as follows:
As at As at As at
30 June
2020
RMB’000
31 December
2019
RMB’000
Within 3 months
3 – 12 months
Over 12 months
616,421
34,721
6,778
657,920
599,413
57,761
6,183
663,357

The Group sells its products to customers and receives settlement either in cash or in form of bank acceptance notes (Note (c)) upon delivery of goods. The bank acceptance notes are usually with maturity dates within six months. Certain major customers in PRC and overseas with good payment history are normally offered credit terms of not more than three months.

  • (b) The loan to a third party was arranged via a financial trust company, which is due for collection within 1 year from the balance sheet date. The interest rate on the loan during the six months ended 30 June 2020 was 13.45% per annum.

58

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

9. Trade, Other Receivables and Prepayments (Continued)

  • (c) As at 30 June 2020, notes receivables were all bank acceptance notes aged less than six months, including a total amount of RMB531,114,000 (31 December 2019: RMB822,006,000) that have been endorsed to the suppliers. As the notes receivables are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, they are measured at FVOCI.
As at As at As at
30 June
2020
RMB’000
31 December
2019
RMB’000
Current assets
Notes receivable measured at FVOCI
691,175 972,971

On endorsing these notes receivables, there is no any related balance within the FVOCI reserve need to be reclassified to other gains/(losses) within profit or loss due to the fair value is equal to its face amount and no premium was recognised.

Information about the methods and assumptions used in determining fair value is provided in Note 5.4.

All of the financial assets at FVOCI are denominated in RMB.

59

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

10. Cash and Bank Balances

Cash and Bank Balances
As at
30 June
2020
RMB’000
31 December
2019
RMB’000
Cash and cash equivalents
– Cash on hand
– Cash in bank
Term deposits over 3 months and within one year
Restricted bank deposits
Total cash and bank balances
816
1,769,411
1,770,227
31,000
1,801,227
45,042
1,846,269
369
1,830,800
1,831,169
10,000
1,841,169
39,602
1,880,771

60

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

11. Share Capital and Share Premium

Amount
Number of
authorised
shares
’000
Number of
issued and
fully paid
shares
’000
Ordinary
shares
RMB’000
Share
premium
RMB’000
Total
RMB’000
1,674,915
(513,585)
(11,217)
1,150,113
Opening balance at
1 January 2019
Dividends
Repurchase of shares of
the Company (a)
At 30 June 2019
Opening balance at
1 January 2020
Dividends
At 30 June 2020
10,000,000


10,000,000
2,546,734

(3,400)
2,543,334
244,436

(299)
244,137
1,430,479
(513,585)
(10,918)
905,976
10,000,000

10,000,000
2,533,639

2,533,639
243,261

243,261
663,634
(184,941)
478,693
906,895
(184,941)
721,954

(a) In May 2019, the Company has acquired 3,400,000 of its own shares through purchases on the Stock Exchange of Hong Kong Limited. The total consideration of HKD13,103,000 (equivalent to RMB11,217,000) paid for repurchase of shares has been deducted from share capital and share premium.

61

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

12. Borrowings

Borrowings Borrowings Borrowings Borrowings Borrowings
As at
30 June
2020
RMB’000
31 December
2019
RMB’000
Non-current
– Bank borrowings, unsecured
– USD bonds
Current
– Bank borrowings, unsecured
– Bank borrowings, secured
Total Borrowings
262,815
1,783,528
2,046,343
1,030,149
800,000
1,830,149
3,876,492
261,202
2,188,178
2,449,380
935,170
935,170
3,384,550
The carrying amount and fair value of non-current borrowings are as follows:
Carrying amount
Fair value
As at
As at
30 June
2020
RMB’000
31 December
2019
RMB’000
30 June
2020
RMB’000
31 December
2019
RMB’000
Bank borrowings,
unsecured
USD bonds
262,815
1,783,528
2,046,343
261,202
2,188,178
2,449,380
266,805
1,820,247
2,087,052
266,101
2,256,032
2,522,133

62

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

12. Borrowings (Continued)

Movements in borrowings were analysed as follows:

RMB’000
4,010,552
2,087,000
(2,037,699)
(8,364)
8,205
4,990
4,064,684
Six months ended 30 June 2019
Opening amount as at 1 January 2019
New borrowings
Repayments of bank borrowings
Redemption of USD bonds
Amortisation of transaction cost
Exchange differences
Closing amount as at 30 June 2019
Six months ended 30 June 2020
Opening amount as at 1 January 2020
New borrowings
Repayments of bank borrowings
Redemption of USD bonds
Amortisation of transaction cost
Exchange differences
Closing amount as at 30 June 2020
3,384,550
2,942,614
(2,055,000)
(424,216)
8,138
20,406
3,876,492

Interest expenses on borrowings for the six months ended 30 June 2020 were RMB110,421,000 (30 June 2019: RMB112,973,000).

63

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

12. Borrowings (Continued)

(a) Loan covenants

Under the terms of the major borrowing facilities, the Group is required to comply with the following financial covenants:

  • the ratio of consolidated total borrowings to consolidated earnings before interest, taxes, depreciation and amortisation (“EBITDA”) in respect of any relevant period shall not at any time exceed 3:1;

  • the consolidated tangible net worth shall not be less than RMB4,500,000,000; and

  • the ratio of consolidated total liabilities to consolidated tangible net worth shall not at any time exceed 2.5:1.

“Consolidated tangible net worth” was calculated by the total equity minus the intangible assets and deferred income tax assets.

“Total borrowings” was calculated by the total short-term and long-term borrowings minus the borrowings secured by structured deposit measured at FVPL.

The Group has complied with these covenants throughout the reporting period. As at 30 June 2020, the ratio of consolidated total borrowings to consolidated EBITDA was 2.61 (31 December 2019: 1.25), the consolidated tangible net worth was RMB11,402,573,000 (31 December 2019: RMB11,189,168,000) and the ratio of consolidated total liabilities to consolidated tangible net worth was 0.69 (31 December 2019: 0.72).

64

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

13. Trade, Other Payables and Accruals

Trade, Other Payables and Accruals
As at
30 June
2020
RMB’000
31 December
2019
RMB’000
Trade payables (a)
Payables for property, plant and equipment
Bank acceptance notes payable
Salaries, wages and staff welfares payables
Interest payables
Government grants received in advance
Dividends payable
Other payables and accruals
Less: non-current portion
Other payables (b)
1,297,196
700,869

342,151
39,804
1,042
407
390,762
2,772,231
(64,805)
2,707,426
1,403,779
1,008,881
110
363,385
45,420
1,042
407
389,120
3,212,144
(63,148)
3,148,996

65

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

13. Trade, Other Payables and Accruals (Continued)

  • (a) The ageing analysis of the trade payables was as follows:
As at As at As at
30 June
2020
RMB’000
31 December
2019
RMB’000
Within 3 months
3 to 6 months
6 to 12 months
1 to 2 years
Over 2 years
1,066,993
66,372
88,993
36,983
37,855
1,297,196
1,175,515
139,512
22,435
25,149
41,168
1,403,779
  • (b) The non-current portion of other payables is a borrowing from certain third parties, which is repayable in 6 years from the balance sheet date. The interest rate on such other payables during the six months ended 30 June 2020 was 5.25% per annum.

14. Other Income

Other Income
Half-year
2020
RMB’000
2019
RMB’000
Sales of waste products
Amortisation of deferred income
Government grants relating to expenses
Others
65,053
44,728
15,391
19,102
144,274
59,850
45,708
12,051
35,905
153,514

66

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

15. Operating Profit

An analysis of the amounts presented as operating items in the financial information is given below.

Half-year
2020
2019
RMB’000
RMB’000
Half-year
2020
2019
RMB’000
RMB’000
Half-year
2020
2019
RMB’000
RMB’000
2020
RMB’000
Amortisation of intangible assets (Note 7)
Depreciation of property, plant and equipment
(Note 7)
Depreciation of right-of-use assets (Note 8)
Net impairment losses on financial assets
(Note 5.2)
(Reversal of) value on employee services for the
share option schemes
Provision for inventory write-down – net
2,778
610,809
9,495
5,485
(3,525)
16,139
2,545
552,468
8,850
13,564
1,059
21,937

67

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

16. Finance Income and Costs

Finance Income and Costs
Half-year
2020
RMB’000
2019
RMB’000
Finance income:
Interest income from financial assets held for
cash management purposes
– bank deposits and bank balances
– financial assets at amortised cost
Finance costs:
Interest and finance charges paid/payable for
lease liabilities and financial liabilities not at
fair value through profit or loss
– bank borrowings
– USD bonds
– leasing liabilities
– other payables
Foreign exchange losses on financing activities
Net finance costs
(20,268)
(4,399)
(24,667)
45,419
65,002
28
1,657
21,071
133,177
108,510
(33,549
(6,997
(40,546
45,290
67,683
49
1,574
3,683
118,279
77,733

68

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

17. Income Tax Expense

Income Tax Expense
Half-year
2020
RMB’000
2019
RMB’000
Current income tax
– PRC enterprise income tax
– Hong Kong enterprise income tax
– U.S. enterprise income tax
– Singapore enterprise income tax
Deferred income tax
31,584



37,265
68,849
76,667

242

16,172
93,081

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 enterprise income tax is calculated based on the effective tax rate on assessable profit of subsidiaries established in Hong Kong in accordance with Hong Kong tax laws and regulations.

PRC enterprise income tax 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.

According to the corporate income tax law, starting from 1 January 2008, a 10% withholding tax will be levied on the immediate holding companies established outside the PRC when their PRC subsidiaries declare dividends out of their profits earned after 1 January 2008. A lower withholding tax rate of 5% may be applied if there is a tax treaty arrangement between the PRC and the jurisdiction of the foreign immediate holding companies, including those incorporated in Hong Kong. TransAsia Capital Resources Ltd. (“Trans-Asia”), a subsidiary of the Company, acquired qualification for the lower tax rate of 5% for dividend received from its subsidiaries in mainland China. The Group revised its estimate of Trans-Asia for the accrual based on 5% instead of 10% while the withholding tax rate for other subsidiaries in Hongkong were based on 10%.

69

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

17. Income Tax Expense (Continued)

Singapore enterprise income tax is calculated based on the assessable profit of the subsidiary established in Singapore in accordance with Singapore tax laws and regulations.

The U.S. enterprise income tax is calculated based on the assessable profit of the subsidiary established in the U.S. in accordance with the U.S. tax laws and regulations.

During the six months ended 30 June 2020, withholding tax of RMB10,000,000 has been provided as the Group expects Mainland China subsidiaries to distribute the retained earnings of RMB200,000,000 as at 30 June 2020 (31 December 2019: RMB440,000,000) in the foreseeable future.

18. Earnings Per Share

Earnings Per Share
Half-year
2020 2019
Earnings per share for profit attributable to the
shareholders (RMB cents per share)
– basic
– diluted
14.97
14.97
24.07
24.06

Basic earnings per share is calculated by dividing the profit attributable to the shareholders of the Company by the weighted average number of ordinary shares in issue during the period. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding assuming the conversion of all dilutive potential ordinary shares.

During the six months ended 30 June 2020, the 8,600,000 outstanding share options issued in October 2016, December 2016, and August 2017 are not included in the calculation of diluted earnings per share because the average market price of ordinary shares for the six months ended 30 June 2020 did not exceed the exercise prices of each tranche of the share options, hence the share options are antidilutive for the six months ended 30 June 2020. These options could potentially dilute basic earnings per share in the future.

Earnings per share – basic and diluted for the first half of 2020 was RMB14.97 cents and RMB14.97 cents respectively (equivalent to HK16.52 cents and HK16.52 cents) (1H 2019: RMB 24.07 cents and RMB 24.06 cents respectively (equivalent to HK27.42 cents and HK27.41 cents)).

70

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

19. Dividends

On 31 March 2020, the Board proposed a final dividend in respect of the year ended 31 December 2019 of HKD202,691,000 (equivalent to RMB184,941,000), representing HK8.0 cents (equivalent to RMB7.30 cents) per share. The final dividend paid in June 2020 amounted to HKD202,691,000 (equivalent to RMB185,606,000). The difference between proposed and paid final dividends was due to the impact of exchange rate fluctuation.

At a meeting held on 18 August 2020, the Board proposed an interim dividend of HKD146,951,000 (equivalent to RMB132,256,000) (1H2019: HKD236,530,000 (equivalent to RMB212,196,000)), representing HK5.8 cents (equivalent to RMB5.22 cents) (1H2019: HK9.3 cents (equivalent to RMB8.34 cents)) per share. This interim dividend has not been recognized as a dividend payable in this interim financial information, but will be recognized as an appropriation of share premium for the year ending 31 December 2020.

20. Contingent Liabilities

As at 30 June 2020 and 31 December 2019, the Group had no material contingent liabilities.

21. Related Party Transactions and Balances

Mr. Li Xuechun is the controlling shareholder of the Group. The entities controlled by close family members of the controlling shareholder are regarded as related parties.

(a) Transactions with related parties

The following transactions occurred with related parties:

Continuing connected transaction

Half-year Half-year Half-year
2020
RMB’000
2019
RMB’000
Sales of products to a related party* 36,231
  • The Group sold products to an entity that is controlled by a close family member of the controlling shareholder. The entity was acquired by the Group in October 2019.

71

Fufeng Group Limited Interim Report 2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

21. Related Party Transactions and Balances (Continued)

(b) Key management compensation

Half-year Half-year Half-year
2020
RMB’000
2019
RMB’000
Salaries and allowances
Pension costs-defined contribution plan
Share options granted
9,192
211
710
10,113
9,117
500
1,823
11,440

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.

(c) Period-end/year-end balances with related parties

The following balances are outstanding at the end of the reporting period in relation to transactions with related parties:

Other payables to a related party

Other payables to a related party
As at
30 June
2020
RMB’000
31 December
2019
RMB’000
– A company controlled by a close
family member of the controlling
shareholder
2,770 3,758

(d) Terms and conditions

Sales transactions to related parties during the period were based on the price lists in force and terms that would be available to third parties.

22. Events Occurring after the Balance Sheet Date

Details of the interim dividend proposed are described in Note 19.

72

Fufeng Group Limited Interim Report 2020

OTHER INFORMATION

Corporate governance

The listing of the Shares on the Main Board of the Stock Exchange took place on 8 February 2007 and the Directors are of the opinion that the Company’s corporate governance practices are based on the principles and code provisions (“Code Provisions”) set out in the Code of Corporate Governance Practices (the “Former CG Code”) which was subsequently revised as the Corporate Governance Code (the “Revised CG Code”) contained in Appendix 14 of the Rules Governing the Listing of Securities on the Stock Exchange (“Listing Rules”) and came into full effect on 1 April 2012. For the six months ended 30 June 2020, the Company has complied with the Code Provisions of the Revised CG Code except for the following: Code provision A.6.7 of the Revised CG Code: The Independent non-executive Directors and the non-executive Directors should attend the general meetings of the Company.

Due to other commitments, Ms. Zheng Yu and Mr. Xu Zheng Hong, independent nonexecutive Directors, did not attend the annual general meeting of the Company held on 28 May 2020. All the Directors have given the Board and the committees of which they are members the benefit of their skills, expertise and varied backgrounds and qualifications through regular attendance and active participation. The Directors will also endeavor to attend future general meetings and develop a balanced understanding of the views of Shareholders.

The audit committee of the Company has reviewed the Group’s unaudited interim financial statements for the six months ended 30 June 2020.

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 2020.

Event after the reporting period

There were no significant events after the six months ended 30 June 2020.

73

Fufeng Group Limited Interim Report 2020

OTHER INFORMATION

Share option scheme

Under the Post-IPO Share Option Scheme, the Company granted options to subscribe for an aggregate of 16,600,000 Shares, 14,700,000 Shares and 300,000 Shares on 9 April 2015, 9 November 2016 and 30 December 2016 respectively to Directors and eligible employees. Moreover, under the New Share Option Scheme, the Company granted options to subscribe for an aggregate of 5,000,000 Shares, 1,600,000 Shares and 2,000,000 Shares on 25 August 2017, 29 December 2017 and 28 June 2018 to eligible employees. Details of the share options granted and outstanding for the period ended 30 June 2020, are as follows:

Number of share options

Director and eligible
employees
Note
At
1 January
2020
Granted
during
the period
Exercised
during
the period
Forfeited
during
the period
Lapsed
during
the period
At
30 June
2020
Date of
grant
Revised/
Adjusted
exercise
price
(HKD)
Exercise
period
Under the Post-IPO Share
Option Scheme
Eligible employees
A
Zheng Yu_(Independent_
non-executive Director)
B
Eligible employees
B
Eligible employees
C
Under the New Share
Option Scheme
Eligible employees
D
2,800,000
300,000
12,000,000
300,000
5,000,000
20,400,000












(9,000,000)


(9,000,000)
(2,800,000)




(2,800,000)

9/4/2015
5.69
9/4/2016 –
8/4/2020
300,000
9/11/2016
3.50
9/11/2018 –
8/11/2022
3,000,000
9/11/2016
3.50
9/11/2018 –
8/11/2022
300,000
30/12/2016
3.82
30/12/2018 –
29/12/2022
5,000,000
25/8/2017
4.96
25/8/2019 –
24/8/2023
8,600,000

74

Fufeng Group Limited Interim Report 2020

OTHER INFORMATION

  • A) The total fair value, which was determined by an independent qualified appraiser using Binomial Option Pricing Model, of the options granted as at the grant dates is approximately RMB30,216,000. The following assumptions were adopted to calculate the fair value of the options on the grant date:
Granted on
9 April 2015
Average share price HKD4.89
Exercise price HKD5.69
Expected life of options 5.0 years
Expected volatility 43.11%
Expected dividend yield 2.26%
Risk free rate 0.99%
  • B) The total fair value, which was determined by an independent qualified appraiser using Binomial Option Pricing Model, of the options granted as at the grant dates is approximately RMB17,515,000. The following assumptions were adopted to calculate the fair value of the options on the grant date:
Granted on
9 November 2016
Average share price HKD3.45
Exercise price HKD3.50
Expected life of options 6.0 years
Expected volatility 44.79%
Expected dividend yield 2.15%
Risk free rate 1.39%

75

Fufeng Group Limited Interim Report 2020

OTHER INFORMATION

  • C) The total fair value, which was determined by an independent qualified appraiser using Binomial Option Pricing Model, of the options granted as at the grant dates is approximately RMB414,000. The following assumptions were adopted to calculate the fair value of the options on the grant date:
Granted on
30 December 2016
Average share price HKD3.81
Exercise price HKD3.82
Expected life of options 6.0 years
Expected volatility 44.52%
Expected dividend yield 2.18%
Risk free rate 1.70%
  • D) The fair value, which was determined by an independent qualified appraiser using Binomial Option Pricing Model, of the options as at the grant date was approximately RMB7,852,000. The following assumptions were adopted to calculate the fair value of the options on the grant date:
Granted on
25 August 2017
Average share price HKD4.95
Exercise price HKD4.96
Expected life of options 6.0 years
Expected volatility 44.41%
Expected dividend yield 3.75%
Risk free rate 1.37%

76

Fufeng Group Limited Interim Report 2020

OTHER INFORMATION

Directors’ interests in shares

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 SFO) as at 30 June 2020, 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

Percentage of
interests to
total issued
Number and share capital
Name of Director Name of company Capacity class of securities (approximate)
Li Xuechun The Company Interests of controlled 995,217,461 Shares 39.28%
corporation (Note 1)
Li Deheng The Company Interests of controlled 33,320,160 Shares 1.32%
corporation (Note 2)
Zheng Yu The Company Beneficial interest (Note 3) 300,000 Shares 0.01%
Zheng Yu The Company Interest of spouse (Note 4) 227,000 Shares 0.01%
Notes:
  1. 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.

  2. The interest in these Shares is held by Empire Spring Investments Limited, the entire issued shares capital of which is wholly and beneficially owned by Mr. Li Deheng, an executive director of the Company. Accordingly, Mr Li Deheng is deemed to be interested in all Shares held by Empire Spring Investments Limited under the SFO.

77

Fufeng Group Limited Interim Report 2020

OTHER INFORMATION

  1. These shares represented the Shares which might be allotted and issued to Ms. Zheng Yu, an Independent non-executive Director who was appointed on 31 December 2012, upon the exercise in full of the option granted to her.

  2. The interest in these Shares is held by Wei Wei, who is husband of Ms. Zheng Yu. Ms. Zheng Yu is deemed to be interested in all Shares held by Wei Wei under the SFO.

Save as disclosed above, for the six months ended 30 June 2020, 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.

Interests of person holding 5% or more interests

As at 30 June 2020, 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

Percentage of
interests to
Class and total issued
Name of number of share capital
Name Group member Capacity securities (approximate)
Motivator Enterprises Limited The Company Beneficial interests 995,217,461 Shares 39.28%
(Note 1)
Shi Guiling (Note 2) The Company Interests of spouse 995,217,461 Shares 39.28%
Treetop Asset Management SA The Company Beneficial interests 404,739,314 Shares 15.97%

78

Fufeng Group Limited Interim Report 2020

OTHER INFORMATION

Notes:

  1. 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.

  2. Ms. Shi Guiling is the spouse of Mr. Li Xuechun. Accordingly, she is also deemed to be interested in the 995,217,461 Shares held by Motivator Enterprises Limited, which in turn is also deemed to be interested by Mr. Li Xuechun under the SFO.

Save as disclosed above, for the six months ended 30 June 2020, 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.

79

Fufeng Group Limited Interim Report 2020

GLOSSARY

ASP average selling price(s) of the products of the Group Baoji Fufeng 寶雞阜豐生物科技有限公司 (Baoji Fufeng Biotechnologies Co., Ltd.), an indirect wholly-owned subsidiary of the Company Board the board of Directors Code Code on Corporate Governance Practice under Appendix 14 of the Listing Rules Company Fufeng Group Limited Director(s) the director(s) of the Company Group the Company and its subsidiaries HKFRS Hong Kong Financial Reporting Standards Hong Kong the Hong Kong Special Administrative Region of the PRC Hulunbeir Fufeng 呼倫貝爾東北阜豐生物科技有限公司 (Hulunbeir Northeast Fufeng Biotechnologies Co., Ltd.), an indirect wholly-owned subsidiary of the Company IM Fufeng 內蒙古阜豐生物科技有限公司 (Neimenggu Fufeng Biotechnologies Co., Ltd.), an indirect wholly-owned subsidiary of the Company

80

Fufeng Group Limited Interim Report 2020

GLOSSARY

Listing Rules

the Rules Governing the Listing of Securities on the Stock Exchange

  • Longjiang Fufeng 齊齊哈爾龍江阜豐生物科技有限公司 (Qiqihar Longjiang Fufeng Biotechnologies Co., Ltd.), an indirect wholly-owned subsidiary of the Company

Longjiang Plant

  • the production plant of the Group located at Qiqihar city, Heilongjiang Province, the PRC

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

SFO the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

Shandong Fufeng

  • 山東阜豐發酵有限公司 (Shandong Fufeng Fermentation Co., Ltd.), an indirect wholly-owned subsidiary of the Company

Share(s) share(s) in the share capital of the Company

Shareholder(s) holder(s) of the Share(s)

Shenhua Pharmaceutical 江蘇神華藥業有限公司 (Jiangsu Shenhua Pharmaceutical Co., Ltd.), a company with limited liability established in the Jiangsu Province of the PRC, an indirect wholly-owned subsidiary of the Company

81

Fufeng Group Limited Interim Report 2020

GLOSSARY

Stock Exchange the Stock Exchange of Hong Kong Limited Xinjiang Fufeng 新疆阜豐生物科技有限公司 ( X i n j i a n g F u f e n g Biotechnologies Co., Ltd.), an indirect wholly-owned subsidiary of the Company U.S. the United States of America 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

82