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Global Corn Group Limited — Interim / Quarterly Report 2017
Aug 28, 2017
50915_rns_2017-08-28_5c8ea9fb-f4df-46be-a50a-c54295d41beb.pdf
Interim / Quarterly Report
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
GLOBAL SWEETENERS HOLDINGS LIMITED 大成糖業控股有限公司 *
(incorporated in the Cayman Islands with limited liability)
(Stock code: 03889)
INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2017
FINANCIAL HIGHLIGHTS
| Six months ended 30 June | Six months ended 30 June | ||
|---|---|---|---|
| (Unaudited) | |||
| 2017 | 2016 | Change % | |
| (HK$ million) | (HK$ million) | ||
| Revenue | 597.7 | 466.5 | 28.1 |
| Gross profit | 82.7 | 39.5 | 109.4 |
| Loss before tax | (51.4) | (68.3) | N/A |
| Loss for the period | (53.5) | (68.6) | N/A |
| Basic loss per share (HK cents) | (3.50) | (4.49) | N/A |
| Interim dividend per share (HK cents) | Nil | Nil | N/A |
- For identification purposes only
— 1 —
The board (“Board”) of directors (“Directors”) of Global Sweeteners Holdings Limited (the “Company”) hereby announces the unaudited consolidated interim results of the Company and its subsidiaries (collectively the “Group”) for the six months ended 30 June 2017 (the “Period”).
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the six months ended 30 June 2017
| Notes REVENUE 4 Cost of sales Gross profit Other income and gains 4 Selling and distribution expenses Administrative expenses Other expenses Finance costs 5 LOSS BEFORE TAX 6 Income tax expense 7 LOSS FOR THE PERIOD OTHER COMPREHENSIVE LOSS Items that may be reclassified to profit or loss subsequently: Exchange differences on translation of financial statements of operations outside Hong Kong TOTAL COMPREHENSIVE LOSS FOR THE PERIOD |
Six months ended 30 June 2017 2016 (Unaudited) (Unaudited) HK$’000 HK$’000 597,682 466,542 (514,946) (427,009) 82,736 39,533 16,367 14,806 (57,073) (35,390) (51,633) (40,372) (18,835) (21,396) (22,956) (25,529) (51,394) (68,348) (2,118) (210) (53,512) (68,558) (3,244) — (56,756) (68,558) |
|---|---|
— 2 —
| Notes Loss attributable to: Owners of the Company Non-controlling interests Total comprehensive loss attributable to: Owners of the Company Non-controlling interests LOSS PER SHARE 8 Basic Diluted |
Six months ended 30 June 2017 2016 (Unaudited) (Unaudited) HK$’000 HK$’000 (53,512) (68,558) — — (53,512) (68,558) (56,619) (68,558) (137) — (56,756) (68,558) HK(3.50) cents HK(4.49)cents HK(3.50) cents HK(4.49)cents |
|---|---|
— 3 —
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 June 2017
| Notes NON-CURRENT ASSETS Property, plant and equipment Prepaid land lease payments Deposits paid for acquisition of property, plant and equipment Goodwill Other intangible assets CURRENT ASSETS Inventories Trade and bills receivables 10 Prepayments, deposits and other receivables 11 Pledged deposits Cash and cash equivalents CURRENT LIABILITIES Trade and bills payables 12 Other payables and accruals Interest-bearing bank borrowings Due to fellow subsidiaries Tax payable NET CURRENT LIABILITIES TOTAL ASSETS LESS CURRENT LIABILITIES |
30 June 2017 (Unaudited) HK$’000 804,679 141,107 964 — 3,243 949,993 148,539 157,156 80,487 55,234 99,330 540,746 155,268 251,010 771,023 93,004 24,584 1,294,889 (754,143) 195,850 |
31 December 2016 (Audited) HK$’000 780,869 140,615 170 — 3,243 924,897 112,346 193,026 65,530 — 116,972 487,874 140,697 204,216 608,333 190,636 23,202 1,167,084 (679,210) 245,687 |
|---|---|---|
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| Notes NON-CURRENT LIABILITIES Interest-bearing bank borrowings Deferred income Deferred tax liabilities NET (LIABILITIES)/ASSETS CAPITAL AND RESERVES Share capital 13 Reserves (Deficit)/Equity attributable to owners of the Company Non-controlling interests TOTAL (DEFICIT)/EQUITY |
30 June 2017 (Unaudited) HK$’000 204,545 32,227 3,854 240,626 (44,776) 152,759 (191,605) (38,846) (5,930) (44,776) |
31 December 2016 (Audited) HK$’000 200,000 31,600 2,107 233,707 11,980 152,759 (134,986) 17,773 (5,793) 11,980 |
|---|---|---|
— 5 —
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 30 June 2017
1. CORPORATE INFORMATION
The interim condensed consolidated financial statements of the Group for the Period are authorised for issue in accordance with a resolution of the Directors passed on 28 August 2017.
The Company was incorporated in the Cayman Islands under the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as an exempted company with limited liability on 13 June 2006. The principal activity of the Company is investment holding. The registered office address of the Company is Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands. The principal place of business of the Company in Hong Kong is located at Unit 1104, Admiralty Centre, Tower 1, No. 18 Harcourt Road, Hong Kong. The Group is principally engaged in the manufacture and sale of corn refined products and corn based sweetener products. There were no changes in the nature of the Group’s principal activities during the Period.
The Company is a subsidiary of Global Corn Bio-chem Technology Company Limited (the “immediate holding company” or “Global Corn Bio-chem”), a company incorporated in the British Virgin Islands. In the opinion of the Directors, the ultimate holding company is Global Bio-chem Technology Group Company Limited (the “ultimate holding company” or “GBT”, and together with its subsidiaries, the “GBT Group”), a company incorporated in the Cayman Islands whose shares are also listed on the main board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).
2. BASIS OF PREPARATION AND ACCOUNTING POLICIES
Basis of preparation
The interim condensed consolidated financial statements have been prepared in accordance with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on the Stock Exchange and Hong Kong Accounting Standard (“HKAS”) 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants.
The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s annual financial statements for the year ended 31 December 2016.
Going Concern
The Group has incurred losses since 2012 and recorded a net loss of approximately HK$53.5 million (2016: approximately HK$68.6 million) for the Period and as at 30 June 2017, net current liabilities of approximately HK$754.1 million (31 December 2016: approximately HK$679.2 million) and net liabilities of approximately HK$44.8 million (31 December 2016: net assets of approximately HK$12.0 million). In addition, any potential liabilities or obligations arising from the Financial Guarantee Contracts may have a significant negative impact on the liquidity position of the Group. There is a material uncertainty related to these conditions that may cast significant doubt on the Group’s ability to continue as a going concern and therefore, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. In view of these circumstances, the management of the Company has taken the following steps to improve the Group’s financial position.
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1) Continue negotiation with banks to restructure its debts
Reference is made to the 2016 Annual Report, while the Group continued to maintain its good relationship with the major lender banks in Changchun, the Group has been actively looking into other alternatives to strengthen the financial position of the Group. Subsequently, a debtequity swap proposal for the restructure of the debt of the Company’s subsidiaries in Changchun has been submitted to the Jilin Provincial Government for consideration. During the Period, the management of the Group and the GBT Group had been working with the relevant professional parties on fine-tuning the proposal. The management believes that the financial position of the Group will improve if the proposal is materialised.
2) Transfer of two subsidiaries in Changchun to the GBT Group
As announced by the Company and GBT on 21 July 2017, the Group entered into an agreement with the GBT Group for the sale and purchase of the two subsidiaries of the Company, Changchun Dihao Foodstuff Development Co., Ltd. (“Dihao Foodstuff”) and Changchun Dihao Crystal Sugar Industry Development Co., Ltd. (“Dihao Crystal Sugar” together with Dihao Foodstuff, the “Target Companies”) (the “Transaction”).
The Target Companies are both situated in Changchun, the PRC and have been loss-making since 2014. As such, the Group has suspended/optimised operations of the Target Companies since then. The Transaction will enable the Group to direct its resources to high value-added markets.
In addition, as announced by the Company and GBT on 8 August 2016, Dihao Foodstuff is one of the guarantors to the indebtedness due and owing by Changchun Dajincang Corn Procurement Co., Ltd., a former supplier of the Group, to Bank of China Weifeng International Branch with maximum guaranteed amount of RMB2.5 billion (the “New Supplier Loan”). As the other guarantors for the New Supplier Loan are all members of the GBT Group but not the Group, the Transaction could relieve the Group from the potential liability from such guarantee but without adding additional financial burden to the GBT Group.
Following the completion of the Transaction, the Target Companies will cease to be the subsidiaries of the Company and the financial results of the Target Companies will cease to be consolidated into those of the Company. It is estimated that after completion of the Transaction, the financial performance of the Group will improve.
3) Monitoring of the Group’s operating cash flows
The Group has taken various measures to tighten cost controls over production costs and expenses with the aim to attain profitable and positive cash flow operations. During the Period, the Group has optimised its production in order to minimise operating cash outflows.
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4) Financial support from the indirect controlling shareholder of GBT
In March 2016, the Group received a written confirmation (the “Confirmation”) from the then ultimate holding entity of a major shareholder of GBT, that it will provide financial support to the Group for its operation on a going concern basis and undertake all the liabilities that may arise from the Financial Guarantee Contracts. The Confirmation will expire in September 2017. As announced by GBT on 2 March 2017, Jilin Agricultural Investment Group Co., Ltd. ( 吉林省 農業投資集團有限公司 , “Nongtou”), an entity controlled by the State-owned Assets Supervision & Administration Commission of the People’s Government of Jilin Province, became an indirect controlling shareholder of GBT. The Group had received a written confirmation from Nongtou that it will provide financial support to the Group for its operation on a going concern basis and undertake all the liabilities that may arise from the Financial Guarantee Contracts. Such assistance received by the Group is not secured by any assets of the Group. In addition, the Group signed a corn purchasing agreement with 吉林吉糧資產供應鏈管理有限公司 (Jilin Jiliang Assets Supply Chain Management Co., Ltd., “Jiliang”), a subsidiary of Nongtou, in May 2017 to ensure a stable supply of corn kernels and to lower the cost of raw material.
Nongtou, being a State-owned enterprise, was established in August 2016 and its paid up registered capital amounted to RMB461 million as at 30 June 2017, is tasked to consolidate the State-owned investments in the agricultural sector in Jilin Province. The management of the Company is of the view that Nongtou would be able to support the operations of the Group and the GBT Group, to provide synergistic effects among its various investments in the agricultural sector in Jilin Province and provide adequate and sufficient financial support to the Group and the GBT Group.
The validity of the going concern basis on which the interim condensed consolidated financial statements are prepared is dependent on the successful and favourable outcomes of the steps being taken by the management of the Company and the development of the events as described above. Based on the measures as outlined above, the management of the Company considers that the Group would be able to generate sufficient funds to meet its financial obligations as and when they fall due in the foreseeable future. Therefore, the interim condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments relating to the recognition of provisions or the realisation and reclassification of non-current assets and non-current liabilities that may be necessary if the Group is unable to continue as a going concern.
Should the going concern assumption be inappropriate, adjustments may have to be made to reflect the situation that assets may need to be realised at the amounts other than which they are currently recorded in the interim condensed consolidated statement of financial position. In addition, the Group may have to recognise further liabilities that might arise, and to reclassify non-current assets and non-current liabilities as current assets and current liabilities, respectively.
— 8 —
Significant accounting policies
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are the same as those used in the preparation of the annual financial statements for the year ended 31 December 2016. The Group has adopted the following new and revised Hong Kong Financial Reporting Standards (“HKFRSs”) for the first time for the current period’s financial statements.
Amendments to HKAS 7 Disclosure Initiative Amendments to HKAS 12 Recognition of Deferred Tax Assets for Unrealised Losses Annual Improvements to 2014–2016 Cycle HKFRSs
The adoption of these new and revised HKFRSs has no significant financial effect on these interim condensed consolidated financial statements and there have been no significant changes to the accounting policies adopted in these financial statements.
The Group has not applied the following new and revised HKFRSs that have been issued but are not yet effective in the interim condensed consolidated financial statements:
| Annual Improvements to | 2014-2016 Cycle 1 |
|||
|---|---|---|---|---|
| HKFRSs | ||||
| Amendments to HKFRS 2 | Classification and | measurement of Share-based Payment | ||
| Transactions 2 |
||||
| HKFRS 15 | Revenue from Contracts with Customers | 2 |
||
| HKFRS 9 (2014) | Financial Instruments | 2 |
||
| Amendments to HKFRS 4 | Applying HKFRS 9 Financial Instruments with HKFRS 4 Insurance | |||
| Contracts 2 |
||||
| HKFRS 16 | Leases 3 |
|||
| Amendments to HKFRS 10 | Sale or Contribution of Assets between an Investor and its Associate | |||
| and HKAS 28 (2011) | or Joint Venture | 4 |
-
1 Effective for annual periods beginning on or after 2018 where applicable 2 Effective for annual periods beginning on or after 1 January 2018
-
3 Effective for annual periods beginning on or after 1 January 2019
-
4 The effective date of the amendments which was originally intended to be effective for annual periods beginning on or after 1 January 2016 has been deferred/removed
The management of the Company is in the process of assessing the possible impact on the future adoption of these new and revised HKFRSs, but is not yet in a position to reasonably estimate their impact on the Company’s consolidated financial statements.
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3. SEGMENT INFORMATION
For management purposes, the Group is organised into business units based on their products and services and has three reportable operating segments as follows:
-
(i) the corn refined products segment which comprises the manufacture and sale of corn starch, gluten meal, corn oil and other corn refined products;
-
(ii) the sweetener products segment which comprises the manufacture and sale of glucose syrup, maltose syrup, high fructose corn syrup, crystallised glucose and maltodextrin; and
-
(iii) the trading segment which comprises the sale of lysine and other corn refined products of the GBT Group in the Huadong Region.
The management, who is the chief operating decision-maker, monitors the results of the Group’s operating segments separately for the purpose of making decisions in relation to resources allocation and performance assessment. Segment performance is evaluated based on reportable segments’ profit or loss, which is a measure of adjusted loss before tax. The adjusted loss before tax is measured consistently with the Group’s loss before tax except that finance costs as well as corporate income and expenses are excluded from such measurement.
Intersegment sales and transfers are transacted with reference to the then prevailing selling prices used for sales made to third parties.
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(a) Operating segment information
| Sweetener | Sweetener | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Corn refined | products | products | Trading | Total | ||||||
| Six months | ended 30 June | |||||||||
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |||
| (Unaudited) (Unaudited) (Unaudited) (Unaudited) |
(Unaudited) (Unaudited) |
(Unaudited) | (Unaudited) | |||||||
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |||
| Segment revenue: | ||||||||||
| Sales to external customers | 260,586 | 171,450 | 330,856 | 290,490 | 6,240 | 4,602 | 597,682 | 466,542 | ||
| Intersegment sales | 131,882 | 9,421 | — | — | — | — | 131,882 | 9,421 | ||
| 392,468 | 180,871 | 330,856 | 290,490 | 6,240 | 4,602 | 729,564 | 475,963 | |||
| Reconciliation: | ||||||||||
| Elimination of intersegment sales | (131,882) | (9,421) | ||||||||
| Revenue | 597,682 | 466,542 | ||||||||
| Segment results | (385) | (38,421) | (21,401) | (9,742) | 297 | 142 | (21,489) | (48,021) | ||
| Reconciliation: | ||||||||||
| Unallocated bank interest and other | ||||||||||
| corporate income | 48 | 14,806 | ||||||||
| Corporate and other unallocated | ||||||||||
| expenses | (6,997) | (9,604) | ||||||||
| Finance costs | (22,956) | (25,529) | ||||||||
| Loss before tax | (51,394) | (68,348) |
(b) Geographical information
| Regions | other than | |||||
|---|---|---|---|---|---|---|
| Mainland China | Mainland China | Total | ||||
| Six months | ended 30 June | |||||
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |
| Segment revenue: | ||||||
| Revenue from external customers | 561,540 | 426,369 | 36,142 | 40,173 | 597,682 | 466,542 |
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4. REVENUE, OTHER INCOME AND GAINS
| Revenue Sale of goods Other income and gains Net gains arising from sale of packing materials and by-products Bank interest income Government grants* Subcontracting income Gain on disposal of property, plant and equipment Reversal of write-off of trade receivables Reversal of impairment of other receivables, net Reversal of write-down of inventories Interest income on other receivables Reversal of impairment of deposits paid for acquisition of property, plant and equipment Exchange gains, net Others Total |
Six months ended 30 June 2017 2016 (Unaudited) (Unaudited) HK$’000 HK$’000 597,682 466,542 71 — 279 408 2,594 2,925 1,134 1,167 10 — — 1,093 10,577 389 92 1,173 — 4,539 91 — — 301 1,519 2,811 16,367 14,806 |
|---|---|
- Government grants represented government rewards awarded to certain subsidiaries of the Company located in Mainland China with no further obligations and conditions to be complied with.
5. FINANCE COSTS
An analysis of finance costs of the Group is as follows:
| Interest on bank borrowings Finance costs for discounted bills receivables Total |
Six months ended 30 June 2017 2016 (Unaudited) (Unaudited) HK$’000 HK$’000 22,717 25,529 239 — 22,956 25,529 |
|---|---|
— 12 —
6. LOSS BEFORE TAX
The Group’s loss before tax is arrived at after charging/(crediting):
| Cost of inventories sold Depreciation Amortisation of prepaid land lease payments Foreign exchange loss/(gain), net (Reversal of write-down)/write-down of inventories Reversal of write-off of trade receivables Provision for impairment of trade receivables, net Reversal of impairment of other receivables, net Reversal of impairment of deposits paid for acquisition of property, plant and equipment Gain on disposal of property, plant and equipment INCOME TAX EXPENSE Current tax — Mainland China Tax charge for the Period |
Six months ended 30 June 2017 2016 (Unaudited) (Unaudited) HK$’000 HK$’000 512,538 420,486 30,325 14,748 3,494 2,077 465 (301) (326) 535 — (1,093) 1,332 3,294 (10,577) (389) (91) — (10) — Six months ended 30 June 2017 2016 (Unaudited) (Unaudited) HK$’000 HK$’000 2,118 210 2,118 210 |
|---|---|
7. INCOME TAX EXPENSE
No provision for Hong Kong profits tax has been made as the Group did not generate any assessable profits in Hong Kong for the six months ended 30 June 2017 and 2016.
The statutory tax rate for subsidiaries operating in Mainland China was 25% for the Period (six months ended 30 June 2016: 25%).
8. LOSS PER SHARE
The calculation of the basic loss per share for the Period is based on the loss attributable to owners of the Company for the Period and the weighted average number of ordinary shares in issue during the Period of 1,527,586,000 (six months ended 30 June 2016: 1,527,586,000) shares.
Diluted loss per share equals to basic loss per share as there was no potential dilutive ordinary shares outstanding during the Period. No adjustment was made to the basic loss per share for the six months ended 30 June 2016 in respect of dilution as the share options outstanding had an anti-dilutive effect on the basic loss per share presented.
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9. DIVIDEND
The Board has resolved not to recommend the payment of any interim dividend for the Period (six months ended 30 June 2016: Nil).
10. TRADE AND BILLS RECEIVABLES
| Trade receivables Bills receivable Impairment |
30 June 2017 (Unaudited) HK$’000 222,003 22,930 (87,777) 157,156 |
31 December 2016 (Audited) HK$’000 241,937 35,612 (84,523) 193,026 |
|---|---|---|
The Group normally gives credit terms of 30 to 90 days to established customers. The Group seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by the senior management.
Trade and bills receivables are non-interest-bearing. Significant concentration of risk exists where the Group has material exposures to trade and bills receivables from three customers located in Mainland China which accounted for 29% (31 December 2016: 42%) of the total trade and bills receivables as at 30 June 2017.
Ageing analysis of the trade and bills receivables as at the end of the reporting period, based on the invoice date, is as follows:
| Within 1 month 1 to 2 months 2 to 3 months Over 3 months |
30 June 2017 (Unaudited) HK$’000 85,400 34,591 6,551 30,614 157,156 |
31 December 2016 (Audited) HK$’000 76,463 31,795 7,997 76,771 193,026 |
|---|---|---|
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11. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES
| Prepayments Deposits and other debtors The PRC value-added tax and other tax receivables Current portion of prepaid land lease payments Corn subsidies TRADE AND BILLS PAYABLES Trade payables Bills payable |
30 June 2017 (Unaudited) HK$’000 21,006 5,834 19,759 7,423 26,465 80,487 30 June 2017 (Unaudited) HK$’000 100,034 55,234 155,268 |
31 December 2016 (Audited) HK$’000 21,451 15,625 14,649 7,258 6,547 65,530 31 December 2016 (Audited) HK$’000 140,697 — 140,697 |
|---|---|---|
12. TRADE AND BILLS PAYABLES
The Group normally obtains credit terms ranging from 30 to 90 days from its suppliers. The carrying amounts of trade and bills payables approximate to their fair values.
Ageing analysis of the trade and bills payables as at the end of the reporting period, based on the date of the receipt of goods purchased, is as follows:
| Within 1 month 1 to 2 months 2 to 3 months Over 3 months |
30 June 2017 (Unaudited) HK$’000 25,824 7,352 2,217 119,875 155,268 |
31 December 2016 (Audited) HK$’000 33,853 2,485 513 103,846 140,697 |
|---|---|---|
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13. SHARE CAPITAL
| Authorised: 100,000,000,000 (31 December 2016: 100,000,000,000) ordinary shares of HK$0.10 each Issued and fully paid: 1,527,586,000 (31 December 2016: 1,527,586,000) ordinary shares of HK$0.10 each |
30 June 2017 (Unaudited) HK$’000 10,000,000 152,759 |
31 December 2016 (Audited) HK$’000 10,000,000 152,759 |
|---|---|---|
14. FINANCIAL GUARANTEES
A subsidiary together with certain fellow subsidiaries of the Company had jointly provided corporate guarantees to a bank in Mainland China in respect of banking facilities granted to a former major supplier of the Group, 長春大金倉玉米收儲有限公司 (Changchun Dajincang Corn Procurement Ltd.) (the “Former Supplier” or “Dajincang”), starting from year 2010 (the “Financial Guarantee Contracts”). The maximum amount of the banking facilities was RMB2.5 billion as at 31 December 2016 and 30 June 2017. The Directors have tried to engage a professional valuer to assess the fair value of the Financial Guarantee Contracts. However, since the Directors were unable to obtain sufficient and reliable financial information of Dajincang, the professional valuer was unable to complete the valuation. Therefore, no financial guarantee liability has been recognised in the interim condensed consolidated financial statements in respect of the Financial Guarantee Contracts.
MANAGEMENT DISCUSSION AND ANALYSIS
The Group is principally engaged in the manufacture and sale of corn refined products and corn sweeteners, categorised into upstream and downstream products. The Group’s upstream products include corn starch, gluten meal, corn oil and other corn refined products. Corn starch is refined downstream to produce various corn sweeteners such as corn syrup (glucose syrup, maltose syrup and high fructose corn syrup) and corn syrup solid (crystallised glucose and maltodextrin). The Group is also the sole distributor of GBT in the Huadong Region, selling their lysine and other corn refined products.
UPDATE ON REMEDIAL MEASURES
The consolidated financial statements of the Group for the year ended 31 December 2016 (the “2016 Financial Statements”) had been subject to a disclaimer of opinion of the auditor of the Company on the basis as set out in the paragraph headed “Basis for disclaimer of opinion” in the independent auditor’s report in the Company’s annual report for the year ended 31 December 2016 (“2016 Annual Report”). Further to the management’s response and relevant remedial measures taken and
— 16 —
to be taken by the management as set out in the paragraph headed “Update on Remedial Measures” in the 2016 Annual Report, the management of the Company wishes to update on certain remedial measures taken or to be taken by the management during the Period:
1. Financial guarantees contracts
As detailed in the 2016 Annual Report, the Previous Financial Guarantee Contracts were not recognised in the 2016 Financial Statements because the Group was unable to obtain reliable financial information of Dajincang starting from year 2010, for the professional valuer to conduct an accurate valuation. During the Period, as a result of similar difficulties encountered by the Group in 2016, no valuation could be proceeded.
As disclosed in the joint announcement of the Company and GBT dated 8 August 2016 and the circular of the Company dated 6 September 2016, new guarantee (the “New Financial Guarantee Contracts”) was granted by a subsidiary of the Company, namely, Changchun Dihao Foodstuff Development Co., Ltd., (“Dihao Foodstuff”) to 中國銀行股份有限公司偉峰國際 支行 (Bank of China Weifeng International Branch) (“BOC”) and other members of the GBT Group to guarantee the obligations of the Former Supplier under the new facility obtained by the Former Supplier (the “New Supplier Loan”). As at the date of this announcement, BOC had not taken steps to enforce the New Financial Guarantee Contracts. The amount drawn down by the Former Supplier as at 30 June 2017 and up to the date of this announcement amounted to RMB2.49 billion (31 December 2016: RMB2.49 billion).
While the Group continues to negotiate with BOC to release the Group from the New Financial Guarantee Contracts, the Group and BOC have also explored other alternatives in case the Former Supplier fails to repay the New Supplier Loan which will consequently trigger the Group’s obligations as a guarantor pursuant to the New Financial Guarantee Contracts.
Subsequent to the reporting date, on 21 July 2017, the Group entered into the sale and purchase agreement (“S&P Agreement”) with GBT, for the sale of the entire equity interest in Dihao Foodstuff and Dihao Crystal Sugar (collectively, the “Target Companies”). Subject to the conditions set out in the S&P Agreement being fulfilled, upon the completion of the transaction which is expected to be on or before 31 December 2017, such financial uncertainties brought to the Group by the possible financial obligations under the New Financial Guarantee Contracts would no longer exist upon Dihao Foodstuff ceasing to be a member of the Group. The assessment of the amount required to be recognised in respect of the New Supplier Loan in the financial statements of the Group as at 31 December 2017 will thus be unnecessary. However, the Auditor may be unable to determine whether any adjustments in respect of the New Financial Guarantee Contracts as at 31 December 2016 were necessary, which may have a significant impact on the financial position of the Group as at 31 December 2016, and on the financial performance and the elements making up the consolidated statement of cash flows of the Group for the year ending 31 December 2017.
— 17 —
2. Material uncertainty relating to going concern
With respect to the material uncertainty relating to the Group’s ability to continue as a going concern, the Directors have expressed their views and outlined the steps that have been taken and to be taken to improve the Group’s financial position in note 2 to the interim condensed consolidated financial statements.
Depending on the successful and favourable outcomes of the proposed steps as set out in note 2 to the interim condensed consolidated financial statements, the Board, including the audit committee of the Company (the “Audit Committee”), is of the view that the Company could continue to operate as a going concern in the foreseeable future, and that the relevant disclaimer opinion may not appear in the final results for the year ending 31 December 2017.
BUSINESS REVIEW
The selling prices of the Group’s products are affected by the prices of their raw materials (principally corn kernels and corn starch), the demand and supply of each of the products and their respective substitutes in the market and the variety of product specifications.
During the Period, the continuous effort of the state government to stimulate economic growth and development has lifted the operating environment in China. While international corn price increased to 426 US cents per bushel (equivalent to RMB 1,137 per metric tonne (“MT”)) (end of June 2016: 365 US cents per bushel) by the end of June 2017, the average market price of corn kernel in the PRC dropped to approximately RMB1,656 per MT (end of June 2016: RMB1,846 per MT) by the end of June 2017. The decrease in the PRC corn price was a result of the agricultural reforms subsequent to the publication of an official government document “Opinion on the implementation of the establishment of subsidy programme to corn producers”(關於建立玉米生產者補貼制度的 實施意見)dated 19 June 2016 in which the State Government confirmed the abolition of the state procurement of corn in Heilongjiang, Jilin, Liaoning and Inner Mongolia Autonomous Region, and the introduction of direct subsidy programme in these provinces in 2016/17 corn harvest season. The scheme has brought stability to corn price in China. In addition, the provincial governments in northeast China introduced direct subsidies to corn refiners which purchase local corn during the harvest months of 2016. For instance, Jilin provincial government and Liaoning provincial government offer subsidies of RMB200 and RMB100 respectively for qualified corn refiners for every MT of corn purchased locally from October 2016 till the end of April 2017 and processed before June 2017.
The normalised corn price in China enhanced the competitiveness of Chinese corn refined products and other related downstream products in the overseas market, which could also help ease the pressure from overcapacity in the domestic market.
As a result of the improved operating environment of the corn refinery, the Group’s upstream business for the Period has recorded a gross profit of HK$30.3 million as compared to a gross loss of HK$2.4 million in the corresponding period last year.
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As for the sugar market, increased production in various major sugar producing countries has dragged down the international sugar price from the peak of 23.90 US cents per pound in 2016 to 13.68 US cents per pound (equivalent to RMB2,045 per MT) as at 30 June 2017 (30 June 2016: 12.34 US cents per pound). In the PRC, although domestic cane sugar production slightly increased from 9.0 million MT to 9.5 million MT in 2016/17 harvest, and domestic sugar price retreated from its peak of RMB7,119 per MT in 2016, the PRC sugar price continue to stay high at RMB6,654 per MT at the end of June 2017, representing a 14% increase year on year. The increased sugar price in contrast with the decreased corn price has widened the cost difference between cane sugar and corn sweeteners, raising customers’ incentive to switch to corn sweeteners. Although estimates from the U.S. Department of Agriculture have shown that the World’s sugar production will increase from approximately 165 million MT to approximately 170 million MT in the 2016/17 harvest, there will still be shortage for the year 2017 with the World’s sugar consumption volume estimated at 172 million MT. As such, the outlook on sugar and sweetener market remains positive.
While the sweeteners market remains stable, the price of corn kernels in the PRC depends on the direction of the state government agricultural policy. Despite the agricultural reforms have revived the corn refinery industry during the Period, the Group is cautious with changes in macro-economic environment as well as agricultural policy. Notwithstanding the changes in the upstream operating environment, the upstream operation serves as a feedstock of the Group’s downstream production which has strategic value to the Group’s operation. As such, in response to the ever-changing environment, the Group will closely monitor the market movements and optimise its production scale from time to time.
During the Period, tight cash flow had obstructed the Group from capitalising the full benefits from the agricultural reforms and securing a stable supply of corn kernels. As such, the Group has leveraged on the capability of its indirect controlling shareholder, Nongtou, and entered into a master supply agreement with Jiliang, an indirect wholly owned subsidiary of Nongtou, for the supply of corn kernel in May 2017. The transactions with Jiliang could ensure a stable supply of corn kernel on the one hand, and allow longer credit period to ease the pressure of the Group’s cash flow on the other hand. The Group will continue to strengthen its market position leveraging on its brand name and further improve cost effectiveness through continuous research and development efforts to lower operating costs.
FINANCIAL PERFORMANCE
The Group’s consolidated revenue increased by approximately 28.1% to approximately HK$597.7 million (2016: HK$466.5 million) when compared to the corresponding period last year. Benefiting from the improvement of upstream market sentiment and the introduction of agricultural subsidies in Liaoning province since the fourth quarter of 2016, the Group’s gross profit increased by approximately 109.4% to HK$82.7 million (2016: HK$39.5 million) year on year and recorded EBITDA (i.e., earnings before interest, taxation, depreciation and amortisation) of HK$5.4 million as compared to LBITDA (i.e., loss before interest, taxation, depreciation and amortisation) of HK$26.0 million for the corresponding period last year. In spite of the improved operation, the Company recorded a net loss of HK$53.5 million (2016: HK$68.6 million) for the Period. It was mainly attributable to the high finance cost and the low utilisation rate of the Group’s downstream production facilities in Jinzhou as a result of the intermittent production and the suspension of the Group’s production facilities in Changchun pending for the relocation to the Xinglongshan Site.
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The management has adopted a number of measures to improve financial performance and financial position of the Group, among others, the Group entered into a sale and purchase agreement with GBT in July 2017 to dispose of two subsidiaries in Changchun in order to relieve the financial burden from relocation of the production facilities in Changchun and the New Financial Guarantee Contracts. The Group also signed a corn purchasing agreement with Jiliang, a subsidiary of Nongtou, in May 2017 to ensure a stable supply of corn kernels.
Upstream products
(Sales amount: HK$260.6 million (2016: HK$171.4 million)) (Gross profit: HK$30.3 million (2016: Gross loss: HK$2.4 million))
No revenue from corn procurement was recorded during the Period (2016: HK$65.8 million) as a result of the suspension of corn trading business since February 2016.
During the Period, the sales volume of corn starch and other corn refined products were approximately 71,000 MT (2016: 29,000 MT) and 54,000 MT (2016: 18,000 MT) respectively. Internal consumption of corn starch was approximately 55,000 MT (2016: 3,000 MT), which was mainly used as raw material for production in the Group’s Jinzhou and Shanghai production sites.
The average selling prices of corn starch decreased by approximately 8.1% to HK$2,165 per MT (2016: HK$2,356 per MT) while selling prices of other corn refined products slightly increased by approximately 0.3% to HK$1,985 per MT (2016: HK$1,979 per MT) as compared to the corresponding period last year. Benefiting from the agricultural subsidies from the provincial government to qualified corn refiners since the fourth quarter of 2016 whereby the Group received subsidies in the amount of HK$22.6 million during the Period (2016: Nil), and the lower raw material cost as a result of the PRC agricultural policy reform, the overall performance of the Group’s upstream business improved during the period under review. The gross profit margin of the corn starch segment increased to approximately 16.6% (2016: 2.0%) while the other corn refined products segment recorded a gross profit of approximately 4.4% as compared to a gross loss margin of 10.3% for the corresponding period last year.
The Group has been the sole distributor of GBT for the sales and marketing of their upstream corn refined products in the Huadong Region since 2016. During the Period, the trading of GBT’s upstream products amounted to HK$1.5 million (2016: Nil).
Corn syrup
(Sales amount: HK$247.5 million (2016: HK$203.5 million)) (Gross profit: HK$45.7 million (2016: HK$33.9 million))
During the Period, revenue of corn syrup increased by 21.6% to approximately HK$247.5 million (2016: HK$203.5 million). It was mainly attributable to the increase in sales volume by 33.3% to approximately 92,000 MT (2016: 69,000 MT) as a result of the resumption of Jinzhou production
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facilities since the last quarter of 2016. Gross profit increased by 34.8% to approximately HK$45.7 million (2016: HK$33.9 million) as the Group focused on serving high-end markets around Shanghai. As a result, the gross profit margin of corn syrup increased to 18.5% (2016: 16.7%).
Corn syrup solid
(Sales amount: HK$83.4 million (2016: HK$87.0 million)) (Gross profit: HK$6.2 million (2016: HK$7.8 million))
No sales of crystallised glucose was recorded during the Period as a result of the suspension of the Changchun production facilities. During the Period, revenue and gross profit of corn syrup solid, all of which was contributed by the sale of maltodextrin, decreased by approximately 4.1% and 20.5% respectively to 83.4 million (2016: 87.0 million) and HK$6.2 million (2016: HK$7.8 million) respectively. Such decrease was mainly attributable to the decrease in the selling price of maltodextrin by 15.5% to approximately HK$2,269 per MT (2016: HK$2,686 per MT). As a result, the gross profit margin decreased to 7.4% (2016: 9.0%).
Trading of amino acids
(Sales amount: HK$6.2 million (2016: HK$4.6 million)) (Gross profit: HK$0.5 million (2016: HK$0.2 million))
The Group has entered into a master sales agreement with the GBT Group since 2016 for the marketing and selling of their lysine and other corn refined products in the Huadong Region. Results of trading of corn starch and other corn refined products are included in the financial results of upstream products. Results of the trading segment includes only those of amino acids.
During the Period, revenue and gross profit of the trading segment increased to approximately HK$6.2 million (2016: HK$4.6 million) and approximately HK$0.5 million (2016: HK$0.2 million) respectively with a gross profit margin of 8.1% (2016: 4.3%). The trading business has created synergistic effects to the Group’s business and allowed the Group to offer more diversified product mix to its customers.
Export sales
During the Period, the Group exported approximately 27,000 MT (2016: 21,000 MT) of upstream corn refined products and approximately 83 MT (2016: 200 MT) of corn sweeteners. As a result of the drop in average selling price of upstream corn refined product and sales volume of sweetener products, the export sales of upstream corn refined products and corn sweeteners decreased to approximately HK$35.9 million (2016: HK$39.5 million) and approximately HK$0.2 million (2016: HK$0.7 million) respectively. With the Group’s revenue increased by 28.1% during the Period as compared to corresponding period last year, export sales to the Group’s total revenue decreased to approximately 6.0% (2016: 8.6%).
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Other income and gains, operating expenses, finance costs and income tax expense
Other income and gains
During the Period, other income of the Group increased by 10.8% to approximately HK$16.4 million (2016: HK$14.8 million). Such increase was mainly attributable to the reversal of impairment of other receivables during the Period which amounted to approximately HK$10.6 million (2016: HK$0.4 million), partly offset by the decrease in interest income on other receivables of HK$4.5 million.
Selling and distribution expenses
During the Period, the selling and distribution expenses increased by 61.3% to approximately HK$57.1 million (2016: HK$35.4 million), accounting for 9.6% (2016: 7.6%) of the Group’s revenue. Such increase was mainly attributable to the increase in sales volume and export sales volume which incurred a higher transportation cost and handling fee.
Administrative expenses
During the Period, administrative expenses increased to approximately HK$51.6 million (2016: HK$40.4 million), representing 8.6% (2016: 8.7%) of the Group’s revenue. Such increase was mainly attributable to the resumption of depreciation and amortisation of parcels of land and properties located in the Luyuan District as a result of the termination of the agreement for the disposal of such land and properties as announced by the Company on 2 March 2017. In 2016, the relevant land and properties was classified as non-current assets held for sale without depreciation and amortisation charged to income statement.
Other expenses
During the Period, other expenses of the Group decreased to approximately HK$18.8 million (2016: HK$21.4 million). It was mainly attributable to the resumption of part of the production facilities in Jinzhou. As such, expense reallocated from cost of sales due to idle capacity of the Jinzhou production facilities of the Group decreased by 24.2% to HK$9.4 million during the Period (2016: HK$12.4 million) .
Finance costs
During the Period, finance costs of the Group decreased to approximately HK$23.0 million (2016: HK$25.5 million) as a result of the reduction in the average interest rate to approximately 5.2% (2016: 5.8%).
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Income tax expense
Although the Group recorded a net loss during the Period, certain subsidiaries of the Company in the PRC incurred net profit and was subject to the PRC enterprise income tax. As a result, income tax expense amounted to approximately HK$2.1 million was provided for the Period (2016: HK$0.2 million).
Net loss attributable to shareholders
As a result of the improved operating environment, the Group’s net loss was narrowed to approximately HK$53.5 million (2016: HK$68.6 million) during the Period.
FINANCIAL RESOURCES AND LIQUIDITY
Structure of interest bearing borrowings and net borrowing position
As at 30 June 2017, the Group’s bank borrowings increased by 20.7% to approximately HK$975.6 million (31 December 2016: HK$808.3 million), all of which (31 December 2016: 100.0%) was denominated in Renminbi. During the Period, bank borrowings amounted to HK$169.9 million was obtained to repay the amount due to fellow subsidiaries while an increment of HK$18.4 million in bank borrowings was a result of exchange rate adjustment as of 30 June 2017. The average interest rate during the Period decreased to approximately 5.2% (31 December 2016: 5.8%) per annum as a result of the decrease in the PRC interest rate.
Considering the management’s continuous efforts in monitoring the cash flow of the Company and in maintaining good relationship with banks, the Group has not experienced any difficulties in renewing the existing banking facilities as of the date of this announcement.
Turnover days, liquidity ratios and gearing ratios
Credit terms, normally 30 to 90 days, are granted to customers, depending on their credit worthiness and business relationships with the Group. During the Period, the trade receivables turnover days decreased to 48 days (31 December 2016: 71 days) which was attributable to the strengthened credit control of the Group.
During the Period, trade payables turnover days slightly decreased to approximately 55 days (31 December 2016: 58 days) as part of the cash flow management.
As at 30 June 2017, the inventory level increased by 32.2% to approximately HK$148.5 million (31 December 2016: HK$112.3 million) which was mainly attributable to the resumption of Jinzhou corn refinery with corn processing capacity of 600,000 MT per annum (“mtpa”) in the second quarter of 2017. Consequently, the inventory turnover days increased to approximately 52 days for the Period (31 December 2016: 46 days).
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The current ratio and quick ratio as at 30 June 2017 remained at approximately 0.4 (31 December 2016: 0.4) and approximately 0.3 (31 December 2016: 0.3). Gearing ratio in terms of debts (i.e. total interest-bearing bank borrowings) to total equity and debts (i.e. aggregate total of shareholders equity, non-controlling interests and total interest-bearing bank borrowings) was approximately 104.8% (31 December 2016: 98.5%).
IMPORTANT TRANSACTIONS DURING THE PERIOD AND EVENTS SUBSEQUENT TO THE PERIOD UNDER REVIEW
Transfer of two subsidiaries in Changchun from the Group to GBT Group
As announced by the Company on 21 July 2017, the Group entered into an agreement (the “S&P Agreement”) with the GBT Group for the disposal of the entire equity interest (the “Sale Interest”) of two subsidiaries of the Company, namely Dihao Foodstuff and Dihao Crystal Sugar, (together with Dihao Foodstuff, the “Target Companies”) in Changchun (the “Transaction”). As the applicable percentage ratios (as calculated in accordance with Rule 14.07 of the Listing Rules) for the Transaction are more than 25% but less than 75%, the Transaction constitutes a major transaction in relation to disposal of the Company under Rule 14.06 of the Listing Rules. Besides, as the purchaser is wholly-owned by GBT (a controlling shareholder of the Company) and hence is an associate of GBT, the Transaction also constitutes a connected transaction for the Company and is subject to the reporting, announcement and Independent Shareholders’ approval requirements under the Listing Rules.
Pursuant to the S&P Agreement, the GBT Group has conditionally agreed to purchase the Sale Interest. The consideration for the Sale Interest is HK$60,971,000 which shall be payable by the GBT Group at completion of the Transaction (the “Completion”). The consideration was determined after arm-length’s negotiations between the Group and GBT Group with reference to the net asset value of the Target Companies and the fair value of the Target Properties which is based on current use (i.e. industrial).
From management perspective, the Target Companies are both situated in Changchun, the PRC where the major production facilities of GBT Group are situated while all other production facilities of the Group are situated elsewhere in the PRC. As such, the Transaction would enable the Target Companies to be managed under the ambit of GBT Group with other members of GBT Group in Changchun, which could enhance the cost and operational efficiency, create potential synergies and reduce the connected transactions between the Group and GBT Group.
The Target Companies have been loss-making since 2014, due to the concentration of low-end users in the sweeteners market in Northeast China, economic slowdown in China in the past years and the protectionist agricultural policy in favour of farmers. As such, the Group has suspended/optimised operation of the Target Companies since March 2014. The continued operation of the Target Companies in Luyuan District will continue to exert pressure to the Group’s cash flow. Although the Target Companies can take the opportunity of relocating their production facilities to the Xinglongshan site to restructure the product mix and capacity to better suit local market needs, the relocation plan is expected to incur HK$202.9 million of capital expenditure, in addition to working
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capital of HK$255.4 million upon the resumption of operation. This will pose further pressure on the financial position of the Group. As such, the Group will be financially burdened to maintain the Target Companies, no matter whether they are in operation or to be relocated. The Transaction will enable the Company to direct its resources to high value-added markets, while GBT could operate with higher flexibility with a feedstock in place to better supply its downstream production.
The Target Companies and certain members of GBT Group are owners of certain land and buildings in Luyuan District in Changchun. As announced by the Company and GBT on 14 April 2016 and 2 March 2017, such land and buildings are intended to be disposed of. Notwithstanding the production site in Luyuan District is planned for rezoning to non-industrial use, the current land use right held by the Target Companies is still under the category of industrial land use. It is uncertain whether and when the rezoning of the land would take place, if at all. As the part of land owned by the Target Companies accounts for approximately one-fifth of the total site area in Luyuan District, it would be more efficient for GBT to be in charge of the negotiation, valuation of land and execution of the land transfer as quicker decision-making process and less administrative hurdles are expected if only one party is involved. Since it is uncertain as to the timetable of the completion of the disposal of land, it could linger for a much longer time than expected for both the Company and GBT to reach a final decision on the disposal. The Transaction could help expedite the process of negotiation with potential buyer as well as process of completion as such transaction would be handled by the management of GBT Group without involving management of the Group. At the same time, the Company could concentrate its effort in the operation in other operation sites.
In addition, as announced by the Company and GBT on 8 August 2016, Dihao Foodstuff is one of the guarantors to the Supplier Loan. As the other guarantors for the Supplier Loan are all members of GBT Group but not the Group, the Transaction could relieve the Group from the potential liability from such guarantee but without adding additional financial burden to GBT Group.
Based on the aggregate net book value of the Target Companies of approximately HK$5,234,000 as of 30 June 2017, and the consideration for the Sale Interest of HK$60,971,000, it is expected that the unaudited gain before taxation accrued to the Group as a result of the Transaction would be approximately HK$55,737,000.
Completion is conditional upon fulfillment of certain conditions. Following the Completion, the Target Companies will cease to be the subsidiaries of the Company and the financial results of the Target Companies will cease to be consolidated into those of the Company. Based on the interim condensed financial statements of the Group as at 30 June 2017, it is estimated that immediately after Completion, the non-current assets, current assets, current liabilities and non-current liabilities of the Group will decrease to HK$533.7 million, HK$513.5 million, HK$1,031.7 million and HK$4.6 million respectively. The net assets of the Group will increase to HK$11.0 million.
For details of the Transaction, please refer to the joint announcement of the Company and GBT dated 21 July 2017 and the circular of the Company dated 21 August 2017.
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DISCLOSURE PURSUANT TO RULES 13.19 AND 13.21 OF THE LISTING RULES
Reference is made to the joint announcement of the Company and GBT dated 31 October 2016. Under the various loan agreements (the “Loan Agreements”) entered into between Jinzhou Yuancheng Bio-chem Technology Co., Ltd.(錦州元成生化科技有限公司)(“Jinzhou Yuancheng”), which is an indirect wholly owned subsidiary of the Company, and Jinzhou Branch of China Construction Bank(中國建設銀行股份有限公司錦州分行)(the “Lender”) in respect of a 18-months fixed term loan in the aggregate principal amount of RMB224.0 million guaranteed by certain members of the Group (the “Loan”), Jinzhou Yuancheng is required to satisfy certain financial covenants, failure to perform or comply with any of those financial covenants entitles the Lender to, among others, declare the outstanding principal amount, accrued interest and all other sums payable under the Loan immediately due and payable. On 25 August 2017, Jinzhou Yuancheng signed various renewal agreements to renew the Loan Agreements in aggregate principal amount of RMB218.0 million pursuant to which the due date of the Loan has been extended to September 2018. Based on the unaudited management accounts of Jinzhou Yuancheng for the six-month period ended 30 June 2017, Jinzhou Yuancheng has failed to fulfill certain financial covenants under the Loan Agreements. Such breach entitles the Lender to, among others, declare the outstanding principal amount, accrued interest and all other sums payable under the Loan Agreements immediately due and payable. In addition, such breach may also trigger cross default provisions (“Cross Default”) in other loan agreements entered into by the Group in the aggregate outstanding principal amount of RMB205.8 million. Save for the Cross Default, the breach has not resulted in any triggering of cross default provisions of other loan agreements and/or banking facilities entered into by the Group or the GBT Group.
The Group has yet to receive a waiver from the Lender for waiver of such breach. Despite the above non-compliance, the Group has not experienced any difficulties in obtaining further financing with its banks for its working capital. The Group is also in the process of applying for relevant waivers from other lenders in relation to the breach of the cross default provisions. Further announcement(s) regarding the Loan and status of the waivers will be made as and when appropriate.
DISCLOSURE PURSUANT TO RULE 13.20 OF THE LISTING RULES
As announced by the Company on 31 March 2015, financial guarantees were first granted by certain subsidiaries of the Company in respect of the indebtedness of Dajincang due to BOC during November 2010 to March 2015.
As disclosed in the joint announcement of the Company and GBT dated 8 August 2016 and the circular of the Company dated 6 September 2016, the term of the previous loan advanced by BOC to Dajincang expired between August to November 2016. To avoid immediate demand for full repayment of the previous supplier loan by the guarantors or any of them pursuant to the Previous Financial Guarantee Contracts, new loan agreements were entered into by the Former Supplier and BOC, and the New Financial Guarantee Contracts with the maximum guaranteed amount of RMB2.5 billion were granted by a subsidiary of the Company and other members of the GBT Group to BOC to guarantee the obligations of the Former Supplier under the new supplier loan.
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The maximum principal amount guaranteed under the New Financial Guarantee Contracts is RMB2.5 billion. Since the assets ratio of the guarantees provided by the Group was more than 8%, the Company was under a general disclosure obligation to disclose such financial assistance under Rules 13.13 of the Listing Rules and to comply with Rule 13.14 of the Listing Rules when there occurred a 3% or more increase in the assets ratio. The Company was also under a continuing disclosure requirement under Rule 13.20 of the Listing Rules to disclose the New Financial Guarantee Contracts in its reports and annual reports during the relevant periods when the New Financial Guarantee Contracts are in effect.
For further information in relation to the above mentioned matters, refer to the announcements of the Company dated 31 March 2015 and 8 August 2016, and the circular of the Company dated 6 September 2016.
SUPPLEMENTARY INFORMATION IN RELATION TO THE PERIOD UNDER REVIEW
Relocation of production facilities to the Xinglongshan site
Reference is made to the circulars of the Company dated 3 June 2016 and 21 March 2016, and the announcements of the Company dated 31 March 2014 and 31 March 2015, respectively, in relation to among others, the suspension and relocation of production facilities of the Group at Luyuan District in Changchun pending its relocation of production facilities to the Xinglongshan site.
The Group is in the process of obtaining the necessary approvals from the relevant bodies and finalising facilities designs. Subject to the obtaining of the approvals of such relocation plans, the expected updated timeframe as follows:
| Production capacity of | ||
|---|---|---|
| Products of the Group to | the relevant production | Expected time for |
| which the production facilities | facilities | the relocation of production |
| relate | to be relocated | facilities |
| Maltodextrin (phase 1) | 30,000 mtpa | July 2017 — June 2018 |
| Maltodextrin (phase 2) | 30,000 mtpa | July 2017 — June 2018 |
| Crystallised glucose | 100,000 mtpa | September 2017 — August 2018 |
| *Glucose/maltose | 60,000 mtpa | Completed |
| Corn refinery | 600,000 mtpa | July 2018 — June 2019 |
- Construction was completed in March 2017 and commenced trial run in April 2017.
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FOREIGN EXCHANGE EXPOSURE
Most of the operations of the Group were carried out in the PRC in which transactions were denominated in Renminbi, while export sales accounting for 6.0% of the Group’s revenue in which most of these transactions were denominated in US Dollars. The management of the Company have been closely monitoring the Group’s exposure to foreign exchange fluctuations in Renminbi and is of the view that there is no material unfavourable exposure to foreign exchange fluctuation in the short run. Therefore, the Group currently does not intend to hedge its exposure to foreign exchange fluctuations in Renminbi. The Group will constantly review the economic situation, development of the Group’s business segments and its overall foreign exchange risk profile, and will consider appropriate hedging measures in future as and when necessary.
FUTURE PLANS AND PROSPECTS
In order to maintain the competitiveness of the Group, the Group will strive to maintain its market share, diversify its product mix and enhance its capability in developing high value-added products and new applications through in-house research and development efforts and strategic business alliance with prominent international market leaders.
In the short run, the Group will consolidate its resources towards the development of the Shanghai production base, leveraging on the synergistic effect with the Jinzhou production base for the supply of raw materials/ sweeteners products to serve the respective Huadong market.
In the long run, the Group will continue to strengthen its market position leveraging on its brand name and add value to the current product mix through the introduction of new high value-added products.
With respect to the financial position of the Group, the management will endeavor to overcome the challenges and adopt a prudent approach in face of the current market condition.
NUMBER AND REMUNERATION OF EMPLOYEES
As at 30 June 2017, the Group has approximately 1,140 (31 December 2016: 1,130) full time employees in Hong Kong and the PRC. The Group appreciates the correlation between human resources and its success, and recognises the value of human resources management as a source of competitive advantage in the increasingly turbulent environment. The Group places great emphasis in the selection and recruitment of new staff, on-the-job training, appraisal and rewards to its employees to align employees’ performance with the Group’s strategies. The Company also acknowledges the contribution of its employees and strives to maintain remuneration packages and career development opportunities to retain current employees. Remuneration packages include discretionary bonuses payable on a merit basis, which are in line with industrial practice. Staff benefits provided by the Group include mandatory funds, insurance schemes and performance related bonuses.
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INTERIM DIVIDEND
The Board has resolved not to recommend the payment of an interim dividend in respect of the Period (six months ended 30 June 2016: Nil).
PURCHASES, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES
Neither the Company, nor any of its subsidiaries has purchased, redeemed or sold any of the Company’s listed securities during the Period.
COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE AND MODEL CODE
The Company is committed to ensuring a high standard of corporate governance for the interests of its shareholders and devotes considerable effort in identifying and formalising best practices.
Save as disclosed below, in the opinion of the Directors, the Company has complied with all code provisions in the Corporate Governance Code (the “CG Code”) as set out in Appendix 14 to the Listing Rules during the six months ended 30 June 2017.
Code provision A.2.1 of the CG Code stipulates that the roles of chairman and chief executive should be separate and should not be performed by the same individual. On 23 March 2017, Mr. Wang Jian has resigned as an executive Director and has ceased to be the Chairman but remains as chief executive officer of the Company. Mr. Kong Zhanpeng has been appointed as the Chairman, as a result, the roles of Chairman and chief executive officer are separate and exercised by different person.
The Company has adopted a code of conduct regarding the Directors’ securities transactions on terms no less exacting than the required standard set out in the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules (“Model Code”). Having made specific enquiry of the Directors, all Directors have confirmed to the Company that they have complied with the required standard set out in the Model Code and the Company’s code of conduct throughout the Period.
AUDIT COMMITTEE
The Audit Committee was established in accordance with the requirements of the CG Code for the purposes of reviewing and providing supervision over the Group’s financial reporting process, risk management and internal controls systems. The Audit Committee comprises all three independent non-executive Directors. As at the date of this announcement, the chairman of the Audit Committee is Mr. Yuen Tsz Chun, and the other members of the Audit Committee are Mr. Ho Lic Ki and Mr. Lo Kwing Yu.
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The Audit Committee meets regularly with the Company’s senior management and the Company’s auditor to review the Company’s financial reporting process, the effectiveness of internal controls, audit process and risk management.
The interim results of the Group for the Period have not been audited, but have been reviewed by the Audit Committee.
PUBLICATION OF INTERIM RESULTS ANNOUNCEMENT AND INTERIM REPORT
This announcement is published on the website of the Stock Exchange at www.hkexnews.hk and on the website of the Company at www.global-sweeteners.com under “Investor Relations”.
The interim report 2017 of the Company will be despatched to the shareholders of the Company and will be available for viewing on the aforesaid websites of the Stock Exchange and the Company in due course.
By order of the Board Global Sweeteners Holdings Limited Kong Zhanpeng Chairman
Hong Kong, 28 August 2017
As at the date of this announcement, the board of Directors comprises two executive Directors, namely, Mr. Kong Zhanpeng and Mr. Zhang Zihua; and three independent non-executive Directors, namely, Mr. Ho Lic Ki, Mr. Lo Kwing Yu and Mr. Yuen Tsz Chun.
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