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RoboSense Technology Co., Ltd — Interim / Quarterly Report 2012
Aug 28, 2012
50628_rns_2012-08-28_7191bae2-c68e-4de5-bf41-016831efc9cd.pdf
Interim / Quarterly Report
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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ANNOUNCEMENT OF RESULTS FOR THE FIRST HALF OF 2012 AND SUMMARY OF 2012 INTERIM REPORT
1 IMPORTANT NOTICE
- 1.1 The board of directors (the “Board”), the supervisory committee, the directors (the “Directors”), supervisors and senior management of the Company warrant that there is no false representation and misleading statement in or material omission from this report and jointly and severally accept responsibilities for the truthfulness, accuracy and completeness of the contents contained herein.
This interim report summary is extracted from the interim report. Investors should carefully read the full text of the interim report for details.
- 1.2 All Directors of the Company attended the Board meeting.
— 1 —
-
1.3 The interim financial statements of the Company are unaudited, but have been reviewed and approved for issuance by the Independent Audit Committee of the Board.
-
1.4 Neither the Company’s controlling shareholder nor any of its related parties has misappropriated the Company’s funds for non-operating purposes.
-
1.5 The Company did not provide external guarantees in violation of any stipulated decision-making procedures.
-
1.6 Mr. Song Jianming, the Chairman of the Board, Ms. Song Fei, the Chief Financial Controller, and Ms. Chen Jing, the Head of Finance Department, warrant the truthfulness and completeness of the financial statements set out in the interim report.
2 COMPANY PROFILE
2.1 Basic information
Stock abbreviation Luoyang Glass Luoyang Glass Stock code 600876 01108 Place of listing Shanghai Stock Exchange The Stock Exchange of Hong Kong Limited Secretary to the Board Securities affairs representative
Name Song Fei Correspondence address Secretary Office of the Board of Luoyang Glass Company Limited, No. 9, Tang Gong Zhong Lu, Xigong District, Luoyang City, Henan Province, the PRC Telephone 86-379-63908507 Facsimile 86-379--63251984 E-mail [email protected]
— 2 —
2.2 Major financial data and indicators (prepared in accordance with the PRC Accounting Standards and Regulations)
2.2.1 Major accounting data and financial indicators
Unit: RMB
| Increase/decrease | |||
|---|---|---|---|
| As at | As at | as at 30 June 2012 |
|
| 30 June | 31 December | from the beginning |
|
| 2012 | 2011 | of the year | |
| (%) | |||
| Total assets | 1,299,200,963.37 | 1,415,785,144.79 | -8.23 |
| Owners’ equity | |||
| (or shareholders’ equity) | 81,954,407.41 | 127,013,633.44 | -35.48 |
| Net assets per share attributable | |||
| to shareholders of | |||
| the Company_(RMB/share)_ | 0.1639 | 0.2540 | -35.48 |
— 3 —
| Increase/decrease | |||
|---|---|---|---|
| for this reporting | |||
| period from the | |||
| Reporting period | Corresponding | corresponding | |
| (January-June) | period last year | period last year | |
| (%) | |||
| Operating profit | -47,723,880.36 | -4,965,745.54 | Not Applicable |
| Total profit | -46,040,596.39 | 67,787,042.17 | Not Applicable |
| Net profit attributable to | -45,019,202.93 | 73,416,307.96 | Not Applicable |
| shareholders of the Company | |||
| Net profit attributable to | -46,208,782.23 | 1,052,254.28 | Not Applicable |
| shareholders of the Company | |||
| after non-recurring items | |||
| Basic earnings per share_(RMB)_ | -0.0900 | 0.1468 | Not Applicable |
| Basic earnings per share | -0.0924 | 0.0021 | Not Applicable |
| after non-recurring items | |||
| (RMB) | |||
| Diluted earnings per share | -0.0900 | 0.1468 | Not Applicable |
| (RMB) | |||
| Weighted average return | -43.12 | 48.22 | Decreased by |
| on net assets_(%)_ | 91.34 | ||
| percentage points | |||
| Net cash flow from | -17,236,862.15 | -63,107,475.34 | Not Applicable |
| operating activities | |||
| Net cash flow from operating | -0.0345 | -0.1262 | Not Applicable |
| activities per share_(RMB)_ |
Note 1 From the end of the Reporting Period to the publication date of this report, there was no change in the share capital of the Company.
— 4 —
2.2.2 Non-recurring items and their amounts
Unit: RMB
| Non-recurring item Profit/loss on disposal of non-current assets, including write-off of provision for asset impairment Government subsidies (except for the grants which are closely related to the Company’s business and have the standard amount and quantities in accordance with the national standard) attributable to profits and losses for the period Profit/loss from debt restructuring Costs of corporate reorganisation, i.e. expenses for staff settlement, integration costs, etc Other non-operating income and expenses other than the aforesaid items Effect of minority interests Effect of income tax Total |
Amount 35,157.26 1,240,742.89 96,471.15 -407,925.00 310,912.67 -35,957.13 -49,822.54 |
|---|---|
| 1,189,579.30 |
— 5 —
2.2.3 Differences between the PRC Accounting Standards and International Financial Reporting Standards (IFRSs)
Unit: RMB
| Net profit attributable to | Net profit attributable to | Net assets attributable to | Net assets attributable to | |
|---|---|---|---|---|
| the Company | the Company | |||
| January-June | January-June | Closing | Opening | |
| 2012 | 2011 | balance | balance | |
| As prepared under PRC | ||||
| Accounting Standards | -45,019,202.93 | 73,416,307.96 | 81,954,407.41 | 127,013,633.44 |
| Items and amounts | ||||
| as adjusted under IFRSs: | ||||
| — Gains on sale of | ||||
| land use right | 25,662,985.65 | 60,320,265.24 | 60,320,265.24 | |
| — Gains on disposal | ||||
| of subsidiaries | 15,833,763.66 | 15,833,763.66 | ||
| — Amortisation of | ||||
| revaluation of | ||||
| land use right | -75,011,850.10 | -75,011,850.10 | ||
| — Government grants | 230,769.00 | 230,769.00 | -1,570,085.33 | -1,800,854.33 |
| — Difference in | ||||
| accounting | ||||
| for consolidation | ||||
| under different | ||||
| accounting | ||||
| standards | 2,721,957.50 | 2,721,957.50 | ||
| — Equity differences | ||||
| caused by the excess | ||||
| loss of a subsidiary | ||||
| under different | ||||
| accounting | ||||
| standards | -21,521,930.15 | -21,521,930.15 | ||
| — Others | -6,685,998.70 | -6,630,274.82 | ||
| Under IFRSs | -44,788,433.93 | 99,310,062.61 | 56,040,529.53 | 100,924,710.44 |
— 6 —
Explanations of The PRC Accounting Standards require retrospective the difference: adjustment be made to the portion of subsidiaries’ excess losses borne by minority shareholders in proportion to their contributions. However, under the IFRSs, adjustment to the portion of excess losses to be borne by minority shareholders in proportion to their contributions would be prospectively applied, and no adjustment would be made to opening balances. As a result, a difference of RMB21,521,930.15 was incurred.
3 CHANGES IN SHARE CAPITAL AND PARTICULARS OF SHAREHOLDERS
3.1 Changes in share capital
Applicable 3 Not Applicable
3.2 Particulars of the top 10 shareholders, top 10 holders of circulating shares or shares not subject to trading moratorium
Total number of shareholders There were 21,540 shareholders of the Company as at the end of in total, including 56 holders of H shares and the reporting period 21,484 holders of A shares
— 7 —
Shareholdings of the top 10 shareholders
| Increase/ | Number of | |||||
|---|---|---|---|---|---|---|
| decrease | shares subject | |||||
| Total | during the | to trading | Number of | |||
| Nature of | Shareholding | number of | reporting | moratorium | shares pledged | |
| Name of shareholder | shareholder | percentage | shares held | period | held | or frozen |
| (%) | ||||||
| HKSCC Nominees Limited | Foreign | 49.568% | 247,846,998 | -114,000 | 0 | Nil |
| shareholder | ||||||
| China Luoyang Float Glass | State-owned | 31.802% | 159,018,242 | 0 | 0 | 159,018,242 |
| (Group) Company Limited | legal person | (pledged) | ||||
| Zhang Lixin | Domestic | 0.551% | 2,754,944 | +1,441,600 | 0 | Unknown |
| natural person | ||||||
| Liu Taoxiang | Domestic | 0.165% | 825,050 | +550,350 | 0 | Unknown |
| natural person | ||||||
| Li Ru | Domestic | 0.130% | 648,000 | 0 | 0 | Unknown |
| natural person | ||||||
| Zhang Ruiying | Domestic | 0.115% | 575,800 | +256,456 | 0 | Unknown |
| natural person | ||||||
| Chen Hong | Domestic | 0.113% | 565,614 | 0 | 0 | Unknown |
| natural person | ||||||
| Yao Xuan | Domestic | 0.094% | 472,516 | 0 | 0 | Unknown |
| natural person | ||||||
| Rui Zhiying | Domestic | 0.089% | 445,000 | +257,000 | 0 | Unknown |
| natural person | ||||||
| Zhou Chunxia | Domestic | 0.087% | 433,213 | +163,200 | 0 | Unknown |
| natural person |
— 8 —
Shareholdings of the top 10 holders of shares not subject to trading moratorium
| Number of | ||
|---|---|---|
| shares | ||
| not subject | ||
| to trading | ||
| Name of shareholder | moratorium held | Type of shares |
| HKSCC Nominees Limited | 247,846,998 | Overseas listed |
| foreign shares | ||
| China Luoyang Float Glass | 159,018,242 | Ordinary shares |
| (Group) Company Limited | denominated in RMB | |
| Zhang Lixin | 2,754,944 | Ordinary shares |
| denominated in RMB | ||
| Liu Taoxiang | 825,050 | Ordinary shares |
| denominated in RMB | ||
| Li Ru | 648,000 | Ordinary shares |
| denominated in RMB | ||
| Zhang Ruiying | 575,800 | Ordinary shares |
| denominated in RMB | ||
| Chen Hong | 565,614 | Ordinary shares |
| denominated in RMB | ||
| Yao Xuan | 472,516 | Ordinary shares |
| denominated in RMB | ||
| Rui Zhiying | 445,000 | Ordinary shares |
| denominated in RMB | ||
| Zhou Chunxia | 433,213 | Ordinary shares |
| denominated in RMB |
— 9 —
Explanation on connected There are no connected parties or persons relationship or action acting acting in concert as defined by Regulations for in concert among Disclosure of Changes in Shareholding of Listed the aforesaid shareholders: Companies(《上市公司股東持股變動信息披露 管理辦法》)issued by CSRC among the top ten shareholders of the Company, including China Luoyang Float Glass (Group) Company Limited and other shareholders of circulating shares. The Company is not aware of any parties acting in concert or any connected relationship among other shareholders of circulating shares.
Notes:
-
HKSCC Nominees Limited held shares on behalf of its clients and the Company has not been notified by HKSCC Nominees Limited that there were any single shareholder of H shares who held 10% or above of the Company’s total share capital;
-
Save as disclosed above, as at 30 June 2012, there were no persons who have any interests or short position in any shares or underlying shares in the equity derivatives of the Company as recorded in the register of interest kept under section 336 of the Securities and Futures Ordinance of Hong Kong.
3.3 Changes in controlling shareholder and ultimate controller of the Company
Applicable 3 Not Applicable
— 10 —
4 DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
4.1 Changes in shareholdings of Directors, supervisors and senior management
Applicable 3 Not Applicable
4.2 Changes in Directors, supervisors and senior management during the reporting period
3 Applicable Not Applicable
Mr. Cheng Zonghui, executive Director and deputy general manager of the Company, due to the reason for personal development, voluntarily resigned as the executive Director and deputy general manager of the Company on 3 February 2012.
4.3 Equity interests in the Company held by Directors, chief executives, supervisors or other senior management members of the Company during the reporting period
As at 30 June 2012, none of the Directors, supervisors, chief executives or other senior management members of the Company had any interest or short position in the shares, underlying shares of equity derivatives, or debentures of the Company or its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) which was required to be entered into the register of interest maintained by the Company pursuant to section 352 of the Securities and Futures Ordinance; or which was required to be notified to the Company and The Stock Exchange of Hong Kong Limited pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers.
— 11 —
5 REPORT OF THE BOARD
During the Reporting Period, the Company’s production and operation and project development faced severe difficulties and challenges amid the global economic downturn.
As for common float glass products: affected by the State’ continuous measures to control and regulate domestic real estate industry, downturn trend in ordinary glass market since last year persisted, which led to weak demand and decline in both sales volume and prices.
As for electronic glass market: Due to adverse factors such as the European debt crisis, the ITO industry has been sluggish as a whole since the second half of 2011. With downstream export orders decreasing, demand growth decelerating and product prices getting lower, the electronics industry as a whole slowed down in growth. Meanwhile, competition in the industry became fiercer as a result of expanded production capacity.
As for ultra-white and ultra-thin glass products: The Company successfully produced the 1.1mm and 0.9mm ultra-white and ultra-thin glass in the first quarter of the year, and achieved stable mass production. Meanwhile, as the Company stepped up marketing efforts, its ultra-white and ultra-thin glass products were gradually accepted by downstream users.
During the reporting period, aiming to achieve its annual business objectives, the Company continuously boosted product profitability and its core competitiveness by staying focused on product mix adjustment and industrial upgrading, taped into internal corporate potential, increased revenue and efficiency and reduced expenditures and costs through management enhancement and lean management, and raised work quality and product quality as well as efficiency and profit by means of enhanced management, thus laying a foundation for the Company’s successful transformation and upgrading as well as admirable development.
— 12 —
Under the PRC Accounting Standards, the Company recorded operating revenue of RMB308,206,300 for the reporting period, representing a year-on-year decrease of RMB208,570,400, and operating profit of RMB-47,723,900, representing a yearon-year decrease of RMB42,758,100. Net profit attributable to shareholders of the Company amounted to RMB-45,019,200, representing a year-on-year decrease of RMB118,435,500. Basic earnings per share attributable to shareholders of the Company was RMB-0.09.
Under the IFRSs, the Company recorded operating revenue of RMB307,318,000 for the reporting period, representing a year-on-year decrease of RMB208,701,000, and operating profit of RMB-40,975,000, representing a year-on-year decrease of RMB137,633,000. Net profit attributable to shareholders of the Company amounted to RMB-44,788,000, representing a year-on-year decrease of RMB144,098,000, and basic earnings per share attributable to shareholders of the Company was RMB-0.09.
5.1 Principal operations by industry and product
Unit: RMB
| Increase/ | ||||||
|---|---|---|---|---|---|---|
| decrease of | Increase/ | |||||
| revenue from | decrease of cost | |||||
| principal | from principal | |||||
| Revenue from | operations as | operations as | ||||
| By industry | principal | Cost of principal | Gross profit | compared with | compared with | Year-on-year |
| or product | operations | operations | margin | last year | last year | increase/ decrease |
| (RMB) | (RMB) | (%) | (%) | (%) | (%) | |
| Float glass | 262,880,246.79 | 238,723,981.91 | 9.19 | -44.02 | -44.15 | Increased by 0.20 |
| percentage point | ||||||
| Including: | 148,552,977.40 | 102,658,038.43 | 30.89 | -8.02 | 35.71 | Decreased by 22.27 |
| Ultra-thin glass | percentage points | |||||
| Silica sand | 15,024,220.39 | 6,473,683.69 | 56.91 | 12.18 | -3.27 | Increased by 6.88 |
| percentage points |
Among the figures mentioned, the connected transaction in relation to the sale of products or provision of services by the Company to its controlling shareholder and its subsidiaries amounted to approximately RMB58,385,449.13 during the reporting period
— 13 —
5.2 Principal operations by region
Unit: RMB
| Increase/decrease | ||
|---|---|---|
| as compared with | ||
| the corresponding | ||
| Region | Operating income | period last year |
| (%) | ||
| Domestic | 270,816,644.18 | -42.97 |
| Export | 7,087,823.00 | -12.50 |
5.3 Reasons for material changes in principal operations and its structure
Applicable 3 Not Applicable
5.4 Reasons for material change in the profitability of principal operation (gross profit margin) as compared with last year
Applicable 3 Not Applicable
5.5 Analysis of the material changes in profit constituents as compared with last year
3 Applicable Not Applicable
-
(1) Operating revenue for the period amounted to RMB308,206,300, down by 40.36% year on year, mainly due to decline in both sales volume and selling prices of products;
-
(2) Operating cost for the period amounted to RMB272,420,600, down by 41.55% year on year, mainly due to decrease in sales volume as a result of reduced production capacity;
-
(3) Administrative expenses for the period amounted to RMB57,217,200, up by 42.80% year on year, mainly due to the inclusion of depreciation expenses and staff costs into administrative expenses following the closedown of certain production lines in 2011;
— 14 —
-
(4) Financial expenses amounted to RMB4,835,000, up 62.41% year on year, mainly due to an increase in discounting charges as a result of increased bills discounted and higher discount rates;
-
(5) Impairment losses on assets for the period amounted to RMB6,651,100, up RMB11,399,300, mainly due to provision for impairment loss on inventories made in the period and write-off of bad debts provision as a result of the recovery of relevant accounts receivable in the same period last year;
-
(6) Investment income for the period amounted to RMB1,735,600, up RMB1,735,600 year on year, which represents the dividends from Sanmenxia City Commercial Bank ( 三門峽商業銀行 ) received by Longfei Company, a subsidiary controlled by the Company.
-
(7) Non-operating income for the period amounted to RMB1,827,600, down 97.52% year on year, mainly due to the inclusion of gains from disposal of land to the government and gains from disposal of idle assets into the nonoperating income for the same period last year.
5.6 Use of raised proceeds
5.6.1 Utilisations of raised proceeds
Applicable 3 Not Applicable
5.6.2 Modification of corresponding projects
Applicable 3 Not Applicable
5.7 Amendments to the Board’s business plan for the 2nd half of the year
Applicable 3 Not Applicable
- 5.8 Forecast on the accumulative profit for the period from beginning of the year to the end of next reporting period to be positive or to have any significant changes from the corresponding period last year and relevant reasons.
Applicable 3 Not Applicable
— 15 —
5.9 Explanation of the Board on the “non-standard audit opinion” issued by auditors for the reporting period
Applicable 3 Not Applicable
5.10 Explanation of the Board on the “non-standard audit report” issued by auditors for the previous year
Applicable 3 Not Applicable
5.11 Liquidity and capital resources (prepared under IFRS)
As at 30 June 2012, the Group had cash and cash equivalents of RMB21,205,000, including US dollar deposits of RMB118,000 (as at 31 December 2011: RMB118,000), HK dollar deposits of RMB6,000 (as at 31 December 2011: RMB6,000). The total cash and cash equivalents decreased by RMB19,725,000 as compared with RMB40,930,000 as at 31 December 2011. Cash inflows of the Group mainly came from sales revenue, gains from disposal of land to the government and disposal of certain fixed assets during the reporting period, which were mainly used as working capital and for repayment of bank loans and interests.
5.12 Loans (under IFRS)
As at 30 June 2012, the total borrowings of the Group was RMB638,436,000, which includes interest-free loans of RMB618,472,000 (obtained under Yinjianfa [2010] No. 8 document) and a loan of RMB16,700,000 at a rate lower than the statutory loan rate in the PRC, a foreign currency loan of 415,000 euros (equivalent to RMB3,264,000) at a fixed rate.
5.13 Capital commitment (under IFRS)
The Group’s capital commitment as at 30 June 2012 totalled RMB2,544,000.
5.14 Gearing ratio for the period (under IFRS)
Gearing ratio was 2296% for the period as compared with 1315% for last year.
— 16 —
5.15 Cash and cash equivalents (under IFRS)
As at 30 June 2012, the Group had cash and cash equivalents of RMB21,205,000.
5.16 Business Outlook for the second half of 2012
1. Market forecasts and analysis
Electronic glass market:
Although the electronic glass market has warmed up somewhat since March with a basically stabilized market demand, market competition is likely to be fiercer due to the incremental capacity in the PRC. It is expected that Japanese enterprises may reduce the market supply of 1.1mm glass products and shift to 0.4mm and 0.33mm ultra-thin glass products, thus leaving some market space for our 1.1mm and 0.7mm glass products. As we understand from downstream customers, demand for 0.45mm glass products will be increased in the second half of the year.
Ordinary glass market:
In the second half of this year, as the control policies over the real estate market continue to stabilize and tend to tighten up, the market will not see great fluctuations while faring amid difficult conditions. However, with the arrival of September and October, the peak season for house trading, and the completion of many projects by year-end, the market may experience a slight short-term upswing.
— 17 —
2. Measures to be taken in the second half of the year
In the second half of this year, the Company will continuously boost product profitability and its core competitiveness by staying focused on product mix adjustment and industrial upgrading, tap into internal corporate potential, increase revenue and efficiency and reduce expenditures and costs through management enhancement and lean management, and raise work quality and product quality as well as efficiency and profit by means of enhanced management, so as to achieve the annual target.
-
(1) Step up efforts on technological breakthroughs and marketing, and improve product quality to achieve new progress in the research and development of new products.
-
1) Intensify technological breakthroughs with ultra-thin glass of Longhai, further enhance the quality of existing ultra-thin series products and the yield, lower production costs and further boost market competitiveness of our products; strengthen research and development of new products, increase input in market research and relevant funding, endeavor to achieve practical breakthroughs in products with lower-than-0.5mm thickness and fulfill mass production thereof, and expand profit sources.
-
2) Closely follow and track quality information feedback from ultrathin and ultra-white glass users during the processing process, and make quality improvement plans in respect of process and technology in a bid to better meet the demands of users through breakthroughs in product quality and lay a foundation for market penetration of ultra-thin and ultra-white glass products.
-
3) Enhance judgment of market dynamics, closely follow price changes of ultra-thin glass and market trends including product supplies, ensure quick response and timely adjustment of marketing strategies; further explore the market and user base for 0.7mm and 0.55mm high value-added products while securing the user base for 1.1mm products so as to raise sales and market share and further boost profit of the Company.
— 18 —
-
4) Step up sales of inventory products, and draw up specific promotion tactics based on production time, quality grade, and existing problems of such products to effectively reduce inventories and funds occupation.
-
5) Strengthen innovation of the marketing mechanism, reinforce incentives and restraints, clarify tasks through quantification, and implement monthly assessment and commission to fully mobilize the sales personnel.
-
6) Continue with publicity, marketing planning, in-depth promotion for ultra-thin and ultra-white glass products during market promotion to facilitate faster access to markets, establish the market image of our ultra-thin and ultra-white products, and continuously boost their production and sales percentage to turn them into the new profit growth points of the Company.
-
(2) Enhance management and promote efficiency
-
1) Raise the employees’ awareness of “austerity” through intensive education on current situations and tasks, stick to the principle of keeping expenditures within the limits of income, and strictly control and restrict various expenses and expenditures.
-
2) Analyze the composition of and changes in costs and expenses by production line and variety, sort out all the factors driving up costs, examine and identify the key links and weak links in cost management, put forward cost reduction targets, take practical and effective measures to control costs, especially in the case of Longhai Company which shall endeavor to complete switchover of the fuel system the soonest possible so as to lower product costs.
-
3) Continue with clean-up of warehouses and utilization of inventories to timely dispose of idle materials and reduce funds occupation.
— 19 —
-
4) Strengthen materials procurement management, increase procurement through price comparison and bidding, optimize the management mechanism on qualified suppliers and dynamic management of suppliers, and practically reduce procurement costs.
-
5) Rigorously implement the internal control and risk management system, procure system- and process-based running of all production and operation procedures, intensify the management and control of various risk points, prevent various types of risks and constantly enhance risk-resistance capability.
-
(3) Proactively push forward project implementation
Expedite the implementation of Longhao Company’s 650t/d renovation and capacity expansion project for earlier completion of construction and commencement of production.
6 SIGNIFICANT EVENTS
6.1 Acquisition, disposal and reorganisation of assets
6.1.1 Acquisition of assets
3 Applicable Not Applicable
| Net profit | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| contributed | Net profit | ||||||||||
| to the | contributed | ||||||||||
| Company | to the | Whether a | Percentage of | ||||||||
| from the | Company | connected | Whether | Whether | net profit of | ||||||
| date of | from the | transaction | all relevant | all related | the Company | ||||||
| acquisition | beginning of | (if so, please | Pricing | entitlement | claims | attributable | |||||
| Parties to the | Price of | to the end of | the year to | elaborate | principle | of the assets | and debts | to the asset | |||
| transaction or | Assets | Date of | the asset | the reporting | the end of | the pricing | for assets | had been | had been | in total profit | Connected |
| ultimate controller | acquired | acquisition | acquisition | period | the period | principle) | acquisition | transferred | transferred | (%) | relations |
| CLFG Longmen Fibre | Buildings, | January 2012 | 310 | — | — | Yes | Public | Yes | Yes | — | Controlled |
| Reinforced Plastic | structures, and | auction | subsidiary of | ||||||||
| Company Limited | fixed assets | the controlling | |||||||||
| shareholder |
— 20 —
6.1.2 Disposal of assets
3 Applicable Not Applicable
| Net profit | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| contributed | Percentage | |||||||||||
| to the | Whether a | of net profit | ||||||||||
| Company | connected | Whether | Whether | of the | ||||||||
| from the | transaction | all relevant | all related | Company | ||||||||
| beginning of | (if so, please | Pricing | entitlement | claims | attributable | |||||||
| Parties to the | Price of | the year to | Profit or | elaborate | principle | of the assets | and debts | to the asset | ||||
| transaction or | Assets | Date of | the asset | the date of | loss from | the pricing | for assets | had been | had been | disposal in | Connected | |
| ultimate controller | disposed of | disposal | disposal | disposal | the disposal | principle) | disposal | transferred | transferred | total profit | relations | |
| (%) | ||||||||||||
| Luoyang Qianjiu Metal | Float glass | 4 May 2012 | 1418 | - | No | Public | No | No | ||||
| Material Co., Ltd. | production line | auction | ||||||||||
| (洛陽市千久金屬 | No. 1 | |||||||||||
| 材料有限公司) |
Note: As the asset is in the process of removal and acceptance inspection is yet to be completed, the payment relating to the disposal has not yet settled and no gain or loss was recognized in the first half of the year.
6.2 Guarantee
Applicable 3 Not Applicable
6.3 Non-operating debts due to or from connected parties
Applicable 3 Not Applicable
6.4 Material litigation and arbitration
Applicable 3 Not Applicable
6.5 Other significant events and analysis on their effects and solutions
6.5.1 Securities Investment
Applicable 3 Not Applicable
— 21 —
6.5.2 Equity interests in non-listed financial institutions
3
Applicable
Not Applicable
Unit: RMB
| Initial | Book value | |||
|---|---|---|---|---|
| investment | Number of | Shareholding | at the end of | |
| Name of Company | cost | shares held | percentage | the period |
| (%) | ||||
| Sanmenxia Urban Credit | ||||
| and Cooperatives Co., Ltd | 7,000,000.00 | 9,642,290 | 2.92 | 7,000,000.00 |
| Sub-total | 7,000,000.00 | 9,642,290 | 2.92 | 7,000,000.00 |
6.5.3 Performance of undertakings of shareholders and its de facto controller holding 5% or more of share capital of the Company
3 Applicable Not Applicable
When CBM Glass indirectly acquired 31.8% shares in the Company by transfer of the state-owned equity interests at nil consideration, CBM Glass undertook that: CBM Glass and its controlled enterprises will not directly or indirectly involve in any businesses or activities in competition with the principal operations of the Company, by any means (including but not limited to the independent business, joint venture or having shares or interest in another company or enterprise). In the event that the business opportunities obtained will compete with the principal operations of the Company, it will notify the Company of those matters as soon as possible and pass such business opportunities to the Company to ensure that there is no prejudice to the interests of the shareholders of the Company as a whole.
As at the end of the reporting period, CBM Glass honoured its undertaking.
— 22 —
When CNBMG and CBM Glass set about solving the problem of horizontal competition with the Company in December 2010, they undertook to come up with a comprehensive solution to the problem of horizontal competition between Luoyang Glass and Longxin Glass, Fangxing Science & Technology and Zhonglian Glass by way of consolidation in the form of a series of business and asset restructuring with Luoyang Glass as a platform in the coming three years. Relevant matters are currently being dealt with and the Company will make timely disclosure when the implementation plan is finalized.
6.6 The Company will not propose dividends for the first half of 2012 nor transfer capital reserve into share capital.
6.7 Risk of exchange rate fluctuations
The Group’s assets, liabilities and transactions are denominated in Renminbi. Meanwhile, given the Group’s small export volume, fluctuations in foreign exchange rate do not have material impacts on the Group.
6.8 Audit Committee
The Company’s audit committee under the Board has reviewed the interim report.
6.9 Compliance with Corporate Governance Code
During the reporting period, the Company has complied with the requirements of the Code on Corporate Governance Practices set out in Appendix 14 to the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (the “Listing Rules”).
6.10 Repurchase, Sale and Redemption of Securities
During the reporting period, the Company and its subsidiaries did not repurchase, sell and redeem any securities of the Company.
— 23 —
6.11 Compliance with the Model Code
Having made specific enquires to all Directors, the Company confirmed all Directors have complied with the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) set out in Appendix 10 to the Listing Rules during the reporting period. In respect of the securities transactions by the Directors, the code of conduct adopted by the Company is no less exacting than the Model Code.
7 FINANCIAL REPORT
7.1 Opinion of Auditing
Financial Report
3 Unaudited Audited
7.2 Financial statements
7.2.1 Financial statements prepared under the PRC accounting standards
For details please refer to the A share interim report dated 29 August 2012 which was published on the website of the Shanghai Stock Exchange (www. sse.com.cn).
— 24 —
7.2.2 Financial statements prepared under IFRS
C O N D E N S E D C O N S O L I D A T E D S T A T E M E N T O F COMPREHENSIVE INCOME (UNAUDITED)
FOR THE SIX MONTHS ENDED 30TH JUNE, 2012 (EXPRESSED IN RENMINBI)
| Note Turnover 4 Cost of sales Gross profit Other operating income 5 Other operating expenses Selling expenses Administrative expenses (Loss)/profit from operations Net finance costs 6(a) (Loss)/profit before income tax 6(b) Income tax expense 7 (Loss)/profit and total comprehensive (loss)/income for the period Attributable to : Equity shareholders of the Company Non-controlling interests Basic earnings per share (in RMB : Yuan) 9 |
Six months ended 30.6.2012 RMB’000 307,318 (269,935) 37,383 4,553 (415) (16,541) (65,955) (40,975) (4,835) (45,810) (6,367) (52,177) (44,788) (7,389) (52,177) (0.09) |
Six months ended 30.6.2011 RMB’000 516,019 (465,806) 50,213 100,423 (238) (17,377) (36,363) 96,658 (2,977) 93,681 (11,253) 82,428 99,310 (16,882) 82,428 0.20 |
|---|---|---|
— 25 —
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
AT 30TH JUNE, 2012 (EXPRESSED IN RENMINBI)
| Note NON-CURRENT ASSETS Property, plant and equipment Construction in progress Intangible assets Exploration and evaluation assets Lease prepayments Interest in an associates Other investments CURRENT ASSETS Inventories Trade and bills receivables 10 Other receivables 11 Amount due from an associate Income tax recoverable Pledged deposits with banks Restricted bank balances Cash and bank balances Assets classified as held for sale |
At 30.6.2012 RMB’000 587,401 25,086 8,323 1,128 55,759 — 7,000 684,697 209,667 87,513 122,202 1,232 2,243 170,000 — 21,205 614,062 31,001 645,063 |
At 31.12.2011 (Audited) RMB’000 626,922 22,134 9,062 1,128 56,497 — 7,410 723,153 214,582 113,125 130,400 1,232 2,243 193,000 208 40,930 695,720 23,411 719,131 |
|---|---|---|
— 26 —
| Note CURRENT LIABILITIES Trade and bills payables 12 Other payables 13 Bank and other loans 14 Deferred income Income tax payable NET CURRENT LIABILITIES TOTAL ASSETS LESS CURRENT LIABILITIES NON-CURRENT LIABILITIES Bank and other loans 14 Deferred income NET ASSETS CAPITAL AND RESERVES Share capital 15 Reserves 16 TOTAL EQUITY ATTRIBUTABLE TO EQUITY SHAREHOLDERS OF THE COMPANY NON-CONTROLLING INTERESTS TOTAL EQUITY |
At 30.6.2012 RMB’000 493,847 150,785 63,015 5,579 7,562 720,788 (75,725) 608,972 575,421 11,836 587,257 21,715 500,018 (443,976) 56,042 (34,327) 21,715 |
At 31.12.2011 (Audited) RMB’000 531,380 144,541 72,355 5,729 3,175 757,180 (38,049) 685,104 598,691 12,321 611,012 74,092 500,018 (399,092) 100,926 (26,834) 74,092 |
|---|---|---|
— 27 —
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
FOR THE SIX MONTHS ENDED 30TH JUNE, 2012 (EXPRESSED IN RENMINBI)
Attributable to equity shareholders of the Company
| At 1.1.2011 Total comprehensive income/(loss) for the period At 30.6.2011 At 1.1.2012 Total comprehensive loss for the period Acquisition of additional interests in a subsidiary At 30.6.2012 |
Share capital RMB’000 500,018 — 500,018 500,018 — — 500,018 |
Share premium RMB’000 540,028 — 540,028 540,028 — — 540,028 |
Accumulated Reserves losses RMB’000 RMB’000 (76,055) (900,592) — 99,310 (76,055) (801,282) (76,987) (862,133) — (44,788) (96) — (77,083) (906,921) |
Total RMB’000 63,399 99,310 162,709 100,926 (44,788) (96) 56,042 |
Non- controlling interests RMB’000 161 (16,882) (16,721) (26,834) (7,389) (104) (34,327) |
Total equity RMB’000 63,560 82,428 145,988 74,092 (52,177) (200) 21,715 |
|---|---|---|---|---|---|---|
— 28 —
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED 30TH JUNE, 2012 (EXPRESSED IN RENMINBI)
| Net cash flows used in operating activities Net cash flows generated from investing activities Net cash flows used in from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at 1st January Cash and cash equivalents at 30th June |
Six months ended 30.6.2012 RMB’000 (17,417) 32,376 (34,684) (19,725) 40,930 21,205 |
Six months ended 30.6.2011 RMB’000 (61,490) 109,784 (36,978) 11,316 20,208 31,524 |
|---|---|---|
— 29 —
NOTES ON THE INTERIM FINANCIAL REPORT (UNAUDITED) FOR THE SIX MONTHS ENDED 30TH JUNE, 2012 (EXPRESSED IN RENMINBI)
1. BASIS OF PREPARATION
Luoyang Glass Company Limited (the “Company”) is a company incorporated in the People’s Republic of China (the “PRC”). This interim financial report is unaudited, but has been reviewed by Audit Committee of the Company. It was authorised for issuance on 28th August 2012.
The interim financial report has been prepared in accordance with the applicable disclosure provision of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, including compliance with International Accounting Standard (“IAS”) 34 “Interim financial reporting” adopted by the International Accounting Standards Board (“IASB”).
The preparation of an interim financial report in conformity with IAS 34 requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.
This interim financial report contains condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and operating results of the Company and its subsidiaries (“the Group”) since 31st December, 2011. The condensed consolidated interim financial statements and notes thereon do not include all of the information required for full set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRSs”) promulgated by the IASB. IFRSs include all applicable IFRS, IAS and related interpretations.
The interim financial report has been prepared in accordance with the same accounting policies adopted in the 2011 annual financial statements.
— 30 —
The financial information relating to the financial year ended 31st December, 2011 that is included in the interim financial report as previously reported information does not constitute the Group’s annual financial statements for that financial year but is derived from those financial statements. The Group’s annual financial statements for the year ended 31st December, 2011 are available from the Company’s registered office. The independent auditor has expressed an unqualified opinion on those financial statements in their report dated 27th March, 2012.
2. PRINCIPAL ACCOUNTING POLICIES
The condensed financial statements have been prepared under the historical cost convention.
A number of new or revised standards, amendments and interpretations are effective for the financial year beginning on 1st January, 2012. Except as described below, the same accounting policies, presentation and methods of computation have been followed in these condensed consolidated financial statements as were applied in the preparation of the Group’s financial statements for the year ended 31st December, 2011.
In the current interim period, the Group has applied the following new and revised standards, amendments and interpretations (“new and revised IFRSs”).
Amendments to IAS 12 Deferred Tax : Recovery of Underlying Assets Amendments to IFRS 7 Disclosures - Transfers of Financial Assets (2010)
— 31 —
The Group has not early applied the following new and revised standards, amendments or interpretations that have been issued but are not yet effective.
| IAS 19 (2011) | Employee Benefits |
|---|---|
| IAS 27 | Separate Financial Statements |
| IAS 28 | Investments in Associates and Joint Ventures |
| IFRS 9 | Financial Instruments |
| IFRS 10· | Consolidated Financial Statements |
| IFRS 11 | Joint Arrangements |
| IFRS 12 | Disclosure of Interests in Other Entities |
| IFRS 13 | Fair Value Measurement |
| IFRIC-Int 20 | Stripping Costs in the Production Phase of |
| a Surface Mine | |
| Amendments to IAS 1 | Presentation of Items of |
| Other Comprehensive Income | |
| Amendments to IAS 32 | Offsetting Financial Assets |
| and Financial Liabilities | |
| Amendments to IFRS 7 | Disclosures - Offsetting Financial Assets |
| (2011) | and Financial Liabilities |
| Amendments to IFRS 7 | Mandatory Effective Date |
| and IFRS 9 | and Transition Disclosure |
The Group is in the process of making an assessment of what the impact of these amendments is expected to be in the period of initial application. So far it has concluded that the adoption of them is unlikely to have a significant impact on the Group’s financial statements.
3. SEGMENT REPORTING
The Group has adopted IFRS 8 “Operating Segments”. For management purposes, the Group is organised into two operating divisions. These divisions are the basis on which the Group reports its segment information.
— 32 —
Principal activities are as follows :-
| Float sheet glass business | — production and sales of float sheet glass; |
|---|---|
| and sales of raw materials for production | |
| of float sheet glass | |
| Silicon powder business | — manufacturing, selling and distribution |
| of silicon powder |
Segments results
The following tables present the information of the Group’s reporting segments :-
For the period ended 30th June, 2012
| REPORTABLE SEGMENT TURNOVER External turnover REPORTABLE SEGMENT RESULTS Unallocated income Unallocated expenses Net finance costs Loss before income tax |
Float sheet glass RMB’000 291,277 (41,650) |
Silicon powder RMB’000 16,728 (159) |
Elimination RMB’000 (687) — |
Total RMB’000 307,318 (41,809) 1,273 (439) (4,835) (45,810) |
|---|---|---|---|---|
— 33 —
For the period ended 30th June, 2011
| REPORTABLE SEGMENT TURNOVER External turnover REPORTABLE SEGMENT RESULTS Unallocated income Unallocated expenses Net finance costs Profit before income tax |
Float sheet glass RMB’000 502,626 5,898 |
Silicon powder RMB’000 13,393 805 |
Elimination RMB’000 — — |
Total RMB’000 516,019 6,703 90,433 (478) (2,977) 93,681 |
|---|---|---|---|---|
4. TURNOVER
Turnover represents revenue from the invoiced value of goods sold to customers, after deduction of any trade discounts and net of value-added tax and surcharges.
— 34 —
5. OTHER OPERATING INCOME
| Waiver of debts Government grants Gain on disposal of non-current assets held for sales Net gain on disposal of lease prepayments and property, plant and equipment Dividend income Others |
Six months ended 30.6.2012 RMB’000 96 1,472 — 35 1,736 1,214 4,553 |
Six months ended 30.6.2011 RMB’000 864 3,236 47,964 47,519 — 840 |
|---|---|---|
| 100,423 |
6. (LOSS)/PROFIT BEFORE INCOME TAX
| (Loss)/profit before income tax is arrived at after (charging)/crediting :- (a) Net finance costs : Interest income Interest on borrowings Net foreign exchange gain/(loss) Other financing charges |
Six months ended 30.6.2012 RMB’000 2,982 (2,074) 108 (5,851) (4,835) |
Six months ended 30.6.2011 RMB’000 3,186 (3,241) (409) (2,513) (2,977) |
|---|---|---|
— 35 —
| Six months | Six months | ||
|---|---|---|---|
| ended | ended | ||
| 30.6.2012 | 30.6.2011 | ||
| RMB’000 | RMB’000 | ||
| (b) | Other items :- | ||
| Cost of inventories | (269,935) | (465,806) | |
| Depreciation | (35,666) | (33,643) | |
| Impairment loss on inventories | (6,722) | (400) | |
| Reversal of write-down of | |||
| other receivables | 71 | 5,148 | |
| Reversal of write-down | |||
| of inventories | 14,342 | - | |
| Amortisation of intangible assets | (739) | (746) | |
| Amortisation of lease prepayments | (738) | (364) |
7. INCOME TAX EXPENSE
| Six months | Six months | |
|---|---|---|
| ended | ended | |
| 30.6.2012 | 30.6.2011 | |
| RMB’000 | RMB’000 | |
| PRC enterprise income tax | 6,367 | 11,253 |
— 36 —
The provision for PRC enterprise income tax is calculated at 25% of the estimated assessable profits in accordance with the relevant income tax rules and regulations of the PRC.
On 8th November, 2010, CLFG Longhai Electronic Glass Co., Ltd. (“Longhai”) was recognised as a high-tech enterprise in Henan Province and thus enjoying preferential tax reduction from 25% to 15% for the three years ended 31st December, 2012.
The Group did not carry on business overseas and therefore no provision has been made for overseas profits tax.
8. DIVIDENDS
The Board of Directors does not recommend the payment of an interim dividend in respect of the six months ended 30th June, 2012 (2011 : Nil).
9. BASIC EARNINGS PER SHARE
The calculation of basic earnings per share is based on the (loss)/ profit attributable to equity shareholders of the Company for the six months ended 30th June, 2012 of RMB44,788,000 (2011 : profit RMB99,310,000) and 500,018,000 (2011 : 500,018,000) shares in issue during the period.
No diluted earnings per share is calculated as there are no dilutive potential shares for the periods.
— 37 —
10. TRADE AND BILLS RECEIVABLES
| At | At | |||
|---|---|---|---|---|
| 30.6.2012 | 31.12.2011 | |||
| (Audited) | ||||
| RMB’000 | RMB’000 | |||
| Trade receivables | ||||
| — third parties | 68,691 | 70,180 | ||
| — fellow subsidiaries | 53,337 | 52,412 | ||
| 122,028 | 122,592 | |||
| Less : Allowance for impairment of | ||||
| doubtful debts | 47,775 | 47,775 | ||
| 74,253 | 74,817 | |||
| Bills receivable | 13,260 | 38,308 | ||
| 87,513 | 113,125 | |||
| The ageing analysis of trade and bills receivables, net of | allowances for | |||
| impairment of doubtful debts, is as follows :- | ||||
| At | At | |||
| 30.6.2012 | 31.12.2011 | |||
| (Audited) | ||||
| RMB’000 | RMB’000 | |||
| Within 1 year | 83,240 | 110,960 | ||
| Between 1 and 2 years | 2,559 | 1,617 | ||
| Between 2 and 3 years | 1,671 | 548 | ||
| Over 3 years | 43 | — | ||
| 87,513 | 113,125 |
Debts are normally due within 30 days from the date of billing. The ageing analysis above is prepared in accordance with invoice dates.
— 38 —
11. OTHER RECEIVABLES
| Amount due from the controlling shareholder company Amounts due from fellow subsidiaries Advance payments, accounts receivables and prepayments Less : Allowances for impairment of doubtful debts |
At 30.6.2012 RMB’000 2,652 4,188 166,261 173,101 50,899 122,202 |
At 31.12.2011 (Audited) RMB’000 9,719 3,188 168,463 181,370 50,970 130,400 |
|---|---|---|
The amounts due from the controlling shareholder company and fellow subsidiaries are unsecured, interest-free and have no fixed terms of repayment.
— 39 —
12. TRADE AND BILLS PAYABLES
| Trade payables — third parties — fellow subsidiaries Bills payable |
At 30.6.2012 RMB’000 243,314 533 243,847 250,000 493,847 |
At 31.12.2011 (Audited) RMB’000 257,859 521 258,380 273,000 531,380 |
|---|---|---|
| The ageing | analysis of trade and bills payables is as follows | analysis of trade and bills payables is as follows | :- |
|---|---|---|---|
| At | At | ||
| 30.6.2012 | 31.12.2011 | ||
| (Audited) | |||
| RMB’000 | RMB’000 | ||
| Due within | 1 month or on demand | 493,847 | 531,380 |
— 40 —
13. OTHER PAYABLES
| Amount due to the controlling shareholder company Amounts due to the intermediate holding company Amounts due to fellow subsidiaries Accrued expenses, other payables and receipts in advance |
At 30.6.2012 RMB’000 — 792 3,475 146,518 150,785 |
At 31.12.2011 (Audited) RMB’000 2,744 9,200 2,803 129,794 144,541 |
|---|---|---|
The amounts due to the controlling shareholder company, the intermediate holding company and fellow subsidiaries are unsecured, interest-free and have no fixed terms of repayment.
All of the other payables are expected to be settled or recognised as income within 1 year or are repayable on demand.
— 41 —
14. BANK AND OTHERS LOANS
| Note Secured bank loans (a) Unsecured loans from a controlling shareholder company (b) |
At 30.6.2012 RMB’000 621,736 16,700 638,436 |
At 31.12.2011 (Audited) RMB’000 654,346 16,700 |
|---|---|---|
| 671,046 |
Notes :-
-
(a) The bank loans are secured by corporate guarantees given by CNBMG, CLFG and third parties; and
-
(b) The unsecured loans from a controlling shareholder company were entrusted loans.
— 42 —
The bank and other loans are repayable as follows :-
| Within 1 year — short-term loans — current portion of long-term loans Between 1 and 2 years Between 2 and 5 years After 5 years |
At 30.6.2012 RMB’000 16,700 46,315 63,015 46,315 118,282 410,824 575,421 638,436 |
At 31.12.2011 (Audited) RMB’000 29,850 42,505 72,355 46,330 138,991 413,370 598,691 671,046 |
|---|---|---|
— 43 —
15. SHARE CAPITAL
| REGISTERED, ISSUED AND PAID-UP CAPITAL :- STATE-OWNED LEGAL PERSON SHARES OF RMB1.00 EACH At beginning of the period/year and end of the period/year DOMESTIC LISTED SHARES (“A SHARES”) OF RMB1.00 EACH At beginning of the period/year and end of the period/year OVERSEAS LISTED SHARES (“H SHARES”) OF RMB1.00 EACH At beginning and end of the period/year |
At 30.6.2012 Shares’000 RMB’000 159,018 159,018 91,000 91,000 250,000 250,000 500,018 500,018 |
At 31.12.2011(Audited) | At 31.12.2011(Audited) |
|---|---|---|---|
| Shares’000 159,018 91,000 250,000 500,018 |
Shares’000 159,018 91,000 250,000 500,018 |
RMB’000 159,018 |
|
| 91,000 | |||
| 250,000 | |||
| 500,018 |
— 44 —
16. RESERVES
| At 1.1.2011 Total comprehensive income for the period At 30.6.2011 At 1.1.2012 Total comprehensive loss for the period Acquisition of additional interests in a subsidiary At 30.6.2012 |
Share premium RMB’000 540,028 — 540,028 540,028 — — 540,028 |
Statutory surplus reserve RMB’000 61,076 — 61,076 61,076 — — 61,076 |
Excess over share capital Other reserve Accumulated losses RMB’000 RMB’000 RMB’000 (106,949) (30,182) (900,592) — — 99,310 (106,949) (30,182) (801,282) (106,949) (31,114) (862,133) — — (44,788) — (96) — (106,949) (31,210) (906,921) |
Total RMB’000 (436,619) 99,310 (337,309) (399,092) (44,788) (96) (443,976) |
|---|---|---|---|---|
— 45 —
17. CAPITAL COMMITMENTS
At 30th June, 2012, the Group had the following capital commitments :-
| Contracted for — acquisition of assets — construction project — upgrade accounting system |
At 30.6.2012 RMB’000 — 2,257 287 2,544 |
At 31.12.2011 (Audited) RMB’000 2,955 2,257 387 |
|---|---|---|
| 5,599 |
18. CONTINGENT LIABILITIES
At 30th June, 2012, the bills that the Group had discounted or endorsed but still unexpired amounted to RMB127,876,000. (2011: RMB239,719,000)
19. RELATED PARTY TRANSACTIONS
- (a) Details of the related party transactions are presented in explanatory note 7 of the interim financial report prepared under PRC Accounting Rules and Regulations. The financial data presented are the same as those prepared under IFRSs.
— 46 —
The key management personnel remuneration are as follows :-
| Directors and supervisors Senior management |
Six months ended 30.6.2012 RMB’000 439 589 1,028 |
Six months ended 30.6.2011 RMB’000 479 412 |
|---|---|---|
| 891 |
(b) Transactions with other state-owned enterprises
The Group is a state-owned entity and operates in an economic regime currently predominated by state-owned entities. Apart from transactions with CNBMG and CLFG and their affiliates, the Group conducts a majority of its business activities with entities directly or indirectly owned or controlled by the PRC government and numerous government authorities and agencies (collectively referred to as “state-owned entities”) in the ordinary course of business. These transactions, which include sales and purchase of goods and ancillary materials, rendering and receiving services, purchase of property, plant and equipment and obtaining finance, are carried out at terms similar to those that would be entered into with non-state-owned entities and have been reflected in the financial statements. The management believes that it has provided meaningful disclosure of related party transactions as summarised above.
— 47 —
(c) Employee retirement benefits
As stipulated by the regulations of the PRC, the Group has participated in defined contribution retirement plans organised by the local authorities for its employees. Under this arrangement, the Group is required to make contributions to the retirement plans at an applicable rate on the basic salary, bonus and certain allowances of its employees. Each employee is entitled to an annual pension equal to a fixed proportion of his basic salary at the retirement date. The Group has no material obligation for the payment of pension benefits beyond its annual contributions.
SIGNIFICANT DIFFERENCES BETWEEN THE FINANCIAL STATEMENTS OF THE GROUP PREPARED IN ACCORDANCE WITH THE PRC ACCOUNTING RULES AND REGULATIONS AND INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRSs”) - (UNAUDITED)
- (1) Reconciliation of the profit attributable to the Group prepared in accordance with the PRC Accounting Rules and Regulations and IFRSs are summarised below :-
| (Loss)/profit attributable to shareholders under the PRC Accounting Rules and Regulations Differences :- — Gain on disposal of land use rights — Government grants (Loss)/profit attributable to equity shareholders of the Company under IFRSs |
Six months ended 30.6.2012 RMB’000 (45,019) — 231 (44,788) |
Six months ended 30.6.2011 RMB’000 73,416 25,663 231 |
|---|---|---|
| 99,310 |
— 48 —
(2) Reconciliation of the shareholders’ funds of the Group prepared in accordance with the PRC Accounting Rules and Regulations and IFRSs are summarised below :-
| Shareholders’ funds under the PRC Accounting Rules and Regulations Differences :- — Gain on sales of land use right — Gain on disposal of a subsidiary — Amortisation of revaluation of land use rights — Special fiscal subsidy — Difference in accounting for non-controlling interests — Difference in accounting for consolidation — Others Total equity attributable to equity shareholders of the Company under IFRSs |
At 30.6.2012 RMB’000 81,954 60,320 15,834 (75,014) (1,568) (21,520) 2,722 (6,686) 56,042 |
At 31.12.2011 RMB’000 127,013 60,320 15,834 (75,014) (1,799) (21,520) 2,722 (6,630) 100,926 |
|---|---|---|
— 49 —
7.3 Notes to the financial statements:
7.3.1 Explanations, reasons and amount of correction in respect of changes in accounting policies, accounting estimates or accounting errors
Applicable 3 Not Applicable
7.3.2 Explanations and amount of correction in respect of significant changes in the scope of consolidation for financial statements
Applicable 3 Not Applicable
7.3.3 Notes to relevant events for any non-standard unqualified opinion
Applicable 3 Not Applicable
— 50 —
7.4 Material differences in the Group’s financial statements prepared under the PRC accounting standards and regulations and those under IFRS
| Net profit attributable to | Net profit attributable to | Net assets attributable to | Net assets attributable to | |
|---|---|---|---|---|
| the Company | the Company | |||
| January-June | January-June | |||
| 2012 | 2011 | Closing Balance | Opening Balance | |
| Under PRC Accounting Standards | -45,019,202.93 | 73,416,307.96 | 81,954,407.41 | 127,013,633.44 |
| Item and amount as adjust | ||||
| in accordance with IFRS: | ||||
| — Gains on sales of use right of land | 25,662,985.65 | 60,320,265.24 | 60,320,265.24 | |
| — Gains on disposal of subsidiary | 15,833,763.66 | 15,833,763.66 | ||
| — Amortization of re-appraisal value of | ||||
| use rights of land | -75,011,850.10 | -75,011,850.10 | ||
| — Government subsidy | 230,769.00 | 230,769.00 | -1,570,085.33 | -1,800,854.33 |
| — Difference arising from consolidation | ||||
| under different accounting standards | 2,721,957.50 | 2,721,957.50 | ||
| — Equity differences caused by the excess loss | ||||
| of a subsidiary under different | ||||
| accounting standards | -21,521,930.15 | -21,521,930.15 | ||
| — Others | -6,685,998.70 | -6,630,274.82 | ||
| Under IFRS | -44,788,433.93 | 99,310,062.61 | 56,040,529.53 | 100,924,710.44 |
| By order | of the Board | |||
| Luoyang Glass | Company | Limited | ||
| Song | Jianming | |||
| Chairman |
Luoyang, the PRC 28 August 2012
As at the date of this announcement, the Board comprises three executive Directors: Mr. Song Jianming, Mr. Ni Zhisen and Ms. Song Fei; three non-executive Directors: Mr. Zhao Yuanxiang, Mr. Zhang Chengong and Mr. Guo Yimin; and four independent non-executive Directors: Mr. Zhang Zhanying, Mr. Guo Aimin, Mr. Huang Ping and Mr. Dong Jiachun.
— 51 —