Interim Report
2020
Contents | |
Corporate Information | 2 |
Financial Highlights | 4 |
Chairman's Statement | 5 |
Management Discussion and Analysis | 7 |
Supplementary Information | 16 |
Report on Review of Interim Condensed Consolidated Financial Information | 21 |
Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Unaudited) | 22 |
Interim Condensed Consolidated Statement of Financial Position (Unaudited) | 23 |
Interim Condensed Consolidated Statement of Changes in Equity (Unaudited) | 25 |
Interim Condensed Consolidated Statement of Cash Flows (Unaudited) | 26 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited) | 28 |
Interim Report 2020 | 1 |
Corporate Information
EXECUTIVE DIRECTORS
Mr. Zhang Bo (Chairman, Chief Executive Officer)
Ms. Zheng Shuliang (Vice Chairman)
Ms. Zhang Ruilian (Vice President, Chief Financial
Officer)
NON-EXECUTIVE DIRECTORS
Mr. Yang Congsen
Mr. Zhang Jinglei
Mr. Chen Yisong (Mr. Zhang Hao as his alternate)
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Xing Jian
Mr. Han Benwen
Mr. Dong Xinyi
CHIEF FINANCIAL OFFICER
Ms. Zhang Ruilian
COMPANY SECRETARY
Ms. Zhang Yuexia
AUDIT COMMITTEE
Mr. Han Benwen (Committee Chairman)
Mr. Xing Jian
Mr. Dong Xinyi
NOMINATION COMMITTEE
Mr. Xing Jian (Committee Chairman)
Mr. Zhang Bo
Mr. Han Benwen
REMUNERATION COMMITTEE
Mr. Han Benwen (Committee Chairman)
Mr. Zhang Bo
Mr. Xing Jian
AUTHORISED REPRESENTATIVES
Mr. Zhang Bo
Ms. Zhang Yuexia
PLACE OF BUSINESS IN HONG KONG
Suite 5108, The Center
99th Queen's Road Central
Central
Hong Kong
HEAD OFFICE IN THE PRC
Huixian One Road
Zouping Economic Development District
Zouping City
Shandong Province
The PRC
CAYMAN ISLANDS REGISTERED OFFICE
P.O. Box 31119
Grand Pavilion
Hibiscus Way
802 West Bay Road
Grand Cayman, KY1-1205
Cayman Islands
2 | China Hongqiao Group Limited |
Corporate Information
INTERNATIONAL AUDITOR
SHINEWING (HK) CPA Limited
HONG KONG SHARE REGISTRAR
Computershare Hong Kong Investor Services Limited
Shops 1712-1716, 17th Floor
Hopewell Centre
183 Queen's Road East
Wan Chai
Hong Kong
CAYMAN ISLANDS PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE
SMP Partners (Cayman) Limited Royal Bank House - 3rd Floor
24 Shedden Road, P.O. Box 1586 Grand Cayman KY1-1110 Cayman Islands
INVESTOR RELATIONS DEPARTMENT OF THE COMPANY
Ms. Wong Yuting
Tel: | (852) 2815 1080 |
Fax: | (852) 2815 0089 |
Email: | christine@hongqiaochina.com |
STOCK CODE
1378.HK
LISTING PLACE
Main Board of The Stock Exchange of Hong Kong Limited
LISTING DATE
24 March 2011
NUMBER OF ISSUED SHARES AS AT 30 JUNE 2020
8,570,852,349
INVESTOR RELATIONS AND MEDIA RELATIONS CONSULTANT
China Times Corporate Advisory Limited
Tel: | (852) 2960 9696 |
Fax: | (852) 3428 3012 |
Email: | pr@ctimes.hk |
Address: 16/F., Zoroastrian Building, 101 Leighton Road, Causeway Bay, Hong Kong
FINANCIAL YEAR END
31 December
FINANCIAL CALENDAR
Interim Results Announcement Date
21 August 2020
COMPANY WEBSITE
www.hongqiaochina.com
EXPECTED DATE OF INTERIM DIVIDEND PAYMENT
27 November 2020
Interim Report 2020 | 3 |
Financial Highlights
(Unaudited financial data prepared in accordance with the IAS) | |||
For the six months ended 30 June | |||
(RMB'000) | |||
2020 | 2019 | Change | |
Revenue | 39,938,675 | 41,430,060 | -3.6% |
Gross profit | 6,468,399 | 7,642,526 | -15.4% |
Gross profit margin (%) | 16.2 | 18.4 | -2.2 p.p |
Net profit margin (%) | 7.0 | 6.7 | +0.3 p.p |
Net profit attributable to owners of the Company | 2,831,849 | 2,477,037 | +14.3% |
Basic earnings per share (RMB) | 0.330 | 0.287 | +15.0% |
As at 30 June | |||
(RMB'000) | |||
2020 | 2019 | Change | |
Cash and cash equivalents | 41,079,476 | 25,725,201 | +59.7% |
Total capital (total equity + total debt) | 147,367,171 | 141,351,002 | +4.3% |
EBITDA/Interest coverage ratio | 4.2 | 3.7 | +0.5 times |
Debt/EBITDA (times) | 4.4 | 3.6 | +0.8 times |
Debt/Total capital (%) | 54.9 | 55.5 | -0.6 p.p |
Accounts receivable turnover (days) | 45 | 37 | +8 days |
Accounts payable turnover (days) | 73 | 70 | +3 days |
Inventory turnover (days) | 116 | 111 | +5 days |
4 | China Hongqiao Group Limited |
Chairman's Statement
To all shareholders,
On behalf of the board (the "Board") of directors (the "Directors") of China Hongqiao Group Limited (the "Company" or "China Hongqiao"), I am pleased to present the unaudited consolidated interim results of the Company and its subsidiaries (collectively, the "Group") for the six months ended 30 June 2020 (the "Period" or "Period Under Review").
In the first half of 2020, the adverse impact of COVID-19 pandemic (the "Pandemic") led to a weak growth momentum to the world economy. China's economy recorded a growth despite of an earlier decline, the growth for the second quarter has returned to positive territory and the economic data has recovered gradually. At the same time, however, due to factors including the emerging trade frictions, resource and environmental policies, and adjustment on industrial structure, the Group's business and operations still face some uncertainties.
Nevertheless, China Hongqiao faced these challenges by leveraging on the advantages of its core competitiveness, its business model and proactive business development strategies, enabling it to sustain its productions and operations while further strengthening its leadership in aluminum market. In terms of domestic business, the Group accelerated the construction of Yunnan green aluminum innovation industrial park project. The implementation of this project will further optimize the Group's energy structure and reduce production costs. In addition, the Group focused on the material strategy of "Three New (new infrastructure, new material and new applications) and One High (high value-added)", and accelerated the construction of aluminium lightweight material bases. In terms of overseas business, the Group steadily promoted the phase 2 of 1-million-ton alumina project in Indonesia and diligently operated the bauxite business in Guinea, Africa, which has laid a solid foundation for the long-term and steady development of the Group.
During the Period Under Review, the Group's revenue was approximately RMB39,938,675,000, representing a year- on-year decrease of approximately 3.6%. Gross profit was approximately RMB6,468,399,000, representing a year- on-year decrease of approximately 15.4%, while net profit attributable to owners of the Company was approximately RMB2,831,849,000, representing a year-on-year increase of approximately 14.3%. Basic earnings per share was approximately RMB0.330 (for the corresponding period of 2019: approximately RMB0.287). On 21 August 2020, the Board resolved to declare an interim dividend of HK15.0 cents per share for the six months ended 30 June 2020 to the shareholders whose names appear on the register of members of the Company on 13 November 2020 (for the corresponding period of 2019: nil).
Interim Report 2020 | 5 |
Chairman's Statement
After years of devoted efforts, the Group has integrated an upstream and downstream fullchain operation pattern with bauxite mining, productions and sales of alumina, electrolytic aluminum and deeply processed aluminum products, achieving economics of scale. While continuously managing its existing assets properly, the Group will actively extend to downstream of the aluminum industry chain and focus on the development of lightweight materials and circular economy of secondary aluminum. In addition, the Group will further increase investment in scientific research, actively cooperate with national scientific research institutions, and strive to achieve new breakthroughs in aluminum industry technologies and aluminum products application in order to promote the high-quality development of the aluminum processing industry.
For the remainder of 2020, there are challenges and opportunities ahead for the aluminum industry. The Group firmly believes that the foundation of healthy development of aluminum industry in China is solid and the domestic demand is strong, therefore, the Group stays confident in the future development of China's aluminum industry. The Group will continue to pursue its original goals, fulfil its roles as a leader and incubator, optimise its industrial model, fully utilise its industrial advantages, and support the development of upstream and downstream enterprises in order to facilitate the high-quality, efficient and sustainable development of the aluminum industry. At the same time, the Group will expedite the pace of innovation-driven development and smart manufacturing, and continue to optimise its financial structure in order to bring greater return to its shareholders under premise of ensuring sustainable development. The Group will continue to increase investment in energy conservation and environmental protection, increasingly utilise clean energy sources such as hydropower and photovoltaic power to fulfil its social responsibility.
On behalf of the Board, I would like to extend my sincere gratitude to the Group's management team and employees for their efforts and dedication during the first half of 2020, and to our shareholders, investors and business partners for their support and trust.
Mr. Zhang Bo
Chairman of the Board
21 August 2020
6 | China Hongqiao Group Limited |
Management Discussion and Analysis
INDUSTRY REVIEW
The first half of 2020 was a time full of both challenges and opportunities for aluminum manufacturers in China. The adverse impacts of the Pandemic led to a weak growth momentum to the global economy and the overall aluminium prices showed a downward trend as compared with the same period in 2019. In the first half of 2020, the average price of three-month aluminum futures at the London Metal Exchange was approximately US$1,622/ton, representing a year- on-year decrease of approximately 12.3%. In the same period, the average price of three-month aluminum futures at the Shanghai Futures Exchange was approximately RMB12,980/ton (VAT inclusive), representing a year-on-year decrease of approximately 5.8% (Data source: Beijing Antaike Information Co., Ltd. ("Antaike")).
From the perspective of the domestic market environment, although the multiple impacts of both domestic and overseas markets created a challenging operation environment in the first half of 2020, benefited from the successful measures of the Pandemic prevention and control in China and also the increase in counter-cyclical adjustment efforts implemented by the PRC government, the economy sustained a recovery and the demand for aluminum among traditional terminal industries gradually rebounded. At the same time, "New Infrastructure" was included in the government work report, signaling a continued support of the PRC government in investing in infrastructure construction, the industrialisation and urbanization in China are rapidly advancing and the usage of aluminum materials is continuously expanding. These factors have become a strong driver for the increase in the domestic consumption to support the continuous demand of aluminum products.
According to statistics from Antaike, the global production volume of primary aluminum in the first half of 2020 was approximately 32.05 million tons, representing a year-on-year increase of approximately 0.8%. Global consumption of primary aluminum in the first half of 2020 was approximately 29.67 million tons, representing a year-on-year decrease of approximately 10.1%. For the domestic market, the production volume of primary aluminum in China during the first half of 2020 was approximately 18.15 million tons, representing a year-on-year increase of approximately 1.5% and accounting for approximately 56.6% of global production volume. Consumption of primary aluminum in China during the first half of 2020 was approximately 17.67 million tons, representing a year-on-year decrease of approximately 2.7% and accounting for approximately 59.6% of global primary aluminum consumption.
Interim Report 2020 | 7 |
Management Discussion and Analysis
BUSINESS REVIEW
During the Period, the Group's total output of aluminum alloy products amounted to approximately 2.741 million tons, representing a year-on-year decrease of approximately 4.1%, mainly because the Group relocated some production equipment to the Yunnan green aluminum innovation industrial park according to the capacity re-location program (the "Capacity Re-location Program"), resulting in a decrease in capacity utilization. The production volume of aluminum fabrication products reached approximately 301,000 tons, which was fairly stable as compared with the corresponding period of last year.
The Group's unaudited revenue and net profit attributable to owners of the Company for the six months ended 30 June
2020 and for the same period of 2019 together with comparison figures are as follows:
Revenue (Unaudited)
Unit: (RMB million)
50,000 | ||
41,430.1 | 3.6% | 39,938.7 |
40,000 | ||
30,000 | ||
20,000 | ||
10,000 | ||
0 | ||
1H 2019 | 1H 2020 |
Net profit attributable to
owners of the Company (Unaudited)
Unit: (RMB million)
4,000 | |||
3,500 | |||
3,000 | 14.3% | 2,831.8 | |
2,500 | 2,477.0 | ||
2,000 | |||
1,500 | |||
500 | |||
0 | |||
1H 2019 | 1H 2020 |
The Group's revenue for the six months ended 30 June 2020 decreased by approximately 3.6% to approximately RMB39,938,675,000 as compared with the corresponding period of last year, mainly due to the decrease in the selling price of aluminum alloy products during the Period as compared with the same period of last year, and the Group's implementation of the Capacity Re-location Program, resulting in a slight decrease in the output and sales volume of aluminum alloy products as compared with the same period of last year.
For the six months ended 30 June 2020, net profit attributable to owners of the Company amounted to approximately RMB2,831,849,000, representing a year-on-year increase of approximately 14.3%, mainly due to the decrease in impairment losses and the reduction in financial expenses of the Group during the Period, resulting in an increase in the net profit.
8 | China Hongqiao Group Limited |
Management Discussion and Analysis
FINANCIAL REVIEW
The following table shows the breakdown of revenue by products for the six months ended 30 June 2020 and for the same period of 2019:
For the six months ended 30 June | ||||
2020 | 2019 | |||
Proportion | Proportion | |||
of sales | of sales | |||
revenue to | revenue to | |||
Revenue | total revenue | Revenue | total revenue | |
Products | RMB'000 | % | RMB'000 | % |
Aluminum alloy products | 29,042,311 | 72.7 | 30,428,125 | 73.4 |
Alumina | 6,391,488 | 16.0 | 6,157,040 | 14.9 |
Aluminum fabrication products | 4,134,386 | 10.4 | 4,466,496 | 10.8 |
Steam | 370,490 | 0.9 | 378,399 | 0.9 |
Total | 39,938,675 | 100.0 | 41,430,060 | 100.0 |
The Group's revenue derived from aluminum alloy products for the six months ended 30 June 2020 was approximately RMB29,042,311,000, accounting for approximately 72.7% of the total revenue and representing a decrease of approximately 4.6% from approximately RMB30,428,125,000 for the same period of last year, mainly due to the price of the Group's aluminum alloy products of approximately RMB11,538/ton (VAT exclusive) during the Period, representing a decrease of approximately 4.0% from approximately RMB12,016/ton (VAT exclusive) for the same period of last year; the revenue of alumina products reached approximately RMB6,391,488,000, accounting for approximately 16.0% of the total revenue and representing an increase of approximately 3.8% as compared with approximately RMB6,157,040,000 for the same period of last year. The increase in the revenue of alumina products was mainly because the Group seized the opportunities to develop the domestic product market under the premise of satisfying self-consumption alumina, resulting in an increase in the revenue of alumina products. The revenue derived from aluminum fabrication products amounted to approximately RMB4,134,386,000, accounting for approximately 10.4% of the total revenue and which was fairly flat as compared with the same period last year.
Interim Report 2020 | 9 |
Management Discussion and Analysis
Distribution and selling expenses
For the six months ended 30 June 2020, the Group's distribution and selling expenses were approximately RMB152,559,000, representing a decrease of approximately 47.7% as compared with approximately RMB291,648,000 for the corresponding period of last year, which was mainly due to the increase in the proportion of self-pickup alumina products in the sales contracts of alumina products signed by the Group, resulting in a corresponding decrease in the transportation costs.
Administrative expenses
For the six months ended 30 June 2020, the administrative expenses of the Group amounted to approximately RMB1,858,407,000, representing an increase of approximately 19.4% as compared to approximately RMB1,556,076,000 for the corresponding period of last year, which was mainly due to the increase in the maintenance expenses of some production lines and the increase in the exchange losses during the Period.
Finance costs
For the six months ended 30 June 2020, the finance costs of the Group were approximately RMB2,210,955,000, representing a decrease of approximately 24.4% as compared with approximately RMB2,923,576,000 for the corresponding period of last year, which was mainly due to the repayment of part of the medium-term notes and bonds by the Group in 2019, resulting in a decrease in the interest expenses paid during the Period.
Liquidity and financial resources
As at 30 June 2020, the cash and cash equivalents of the Group were approximately RMB41,079,476,000, representing a decrease of approximately 1.9% as compared with approximately RMB41,857,116,000 as at 31 December 2019. The decrease in cash and cash equivalents was mainly due to the net cash outflows for investment activities and financing activities of the Group.
For the six months ended 30 June 2020, the Group had a net cash inflow from operating activities of approximately RMB4,335,396,000, a net cash outflow for investing activities of approximately RMB2,175,666,000 and a net cash outflow for financing activities of approximately RMB2,947,654,000. The net cash outflow for investing activities was mainly the cash outflow for acquiring property, plant and equipment. The net cash outflow for financing activities was mainly the cash outflow for the payment of dividends and debt interest by the Group during the Period.
For the six months ended 30 June 2020, the capital expenditure of the Group amounted to approximately RMB2,658,084,000, mainly for the payment for the quality guarantee deposits of the pre-construction projects in accordance with relevant contracts and the construction expenditure of the Yunnan green aluminum innovation industrial park project, lightweight material base construction and the Indonesia alumina project.
10 | China Hongqiao Group Limited |
Management Discussion and Analysis
As at 30 June 2020, the Group had capital commitment of approximately RMB2,413,124,000, representing capital expenditure for acquiring properties, plants and equipment in the future, primarily for the construction expenditure of the Yunnan green aluminum innovation industrial park project, lightweight material base construction and the Indonesia alumina project.
As at 30 June 2020, the Group's trade receivables amounted to approximately RMB9,491,923,000, representing a decrease of approximately 7.9% from approximately RMB10,311,326,000 as of 31 December 2019, mainly due to the Group's enhancement of the contract management of trade receivables and the decrease in the trade receivables for aluminum fabrication products.
As at 30 June 2020, the Group's inventory was approximately RMB21,335,966,000, which was little changed from the inventory of approximately RMB21,846,922,000 as at 31 December 2019.
Income tax
The Group's income tax for the first half of 2020 amounted to approximately RMB595,591,000, representing a decrease of approximately 45.8% as compared with approximately RMB1,099,670,000 for the corresponding period of last year, mainly attributable to the compensation for the previously compensable losses of certain subsidiaries and the provision for deferred income tax assets during the Period.
Net profit attributable to owners of the Company and earnings per share
For the six months ended 30 June 2020, the net profit attributable to owners of the Company was approximately RMB2,831,849,000, representing an increase of approximately 14.3% as compared with approximately RMB2,477,037,000 for the corresponding period of last year.
During the Period, the basic earnings per share of the Company were approximately RMB0.330 (corresponding period of 2019: approximately RMB0.287).
Interim Report 2020 | 11 |
Management Discussion and Analysis
Interim dividend and closure of register of members
On 21 August 2020, the Board resolved to declare an interim dividend of HK15.0 cents per share for the six months ended 30 June 2020, payable to the shareholders whose names appear on the register of members of the Company on 13 November 2020. For the purpose of determining the identity of the shareholders who are entitled to the interim dividend, the register of members of the Company will be closed from 9 November 2020 to 13 November 2020 (both days inclusive) during which period no transfer of shares will be effected. The interim dividend is expected to be paid on 27 November 2020.
In order to determine the identity of the shareholders who are entitled to the interim dividend, all share transfer forms accompanied by the relevant share certificates must be lodged with the Company's registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 6 November 2020.
Capital structure
The Group has established an appropriate liquidity risk management framework to secure its short, medium and long- term funding supply and to satisfy its liquidity requirements. As at 30 June 2020, the cash and cash equivalents of the Group amounted to approximately RMB41,079,476,000 (31 December 2019: approximately RMB41,857,116,000), which were mainly saved in commercial banks. Such level of cash and cash equivalents would facilitate in ensuring stable operation and flexibility of the Group's business. The Group will continue to take effective measures to ensure sufficient liquidity and financial resources to satisfy the business need and maintain a good and stable financial position.
As at 30 June 2020, the total liabilities of the Group amounted to approximately RMB107,474,333,000 (31 December 2019: approximately RMB113,588,469,000). Gearing ratio of the Group (total liabilities to total assets) was approximately 61.8% (31 December 2019: approximately 63.2%).
The Group used certain of its restricted bank deposits, inventories, trade receivables, equipment and right-of-use asset as collateral for bank borrowings to provide a portion of funding for its daily business operation and project construction. As at 30 June 2020, the Group had secured bank borrowings of approximately RMB8,533,852,000 (31 December 2019: approximately RMB8,748,738,000).
As at 30 June 2020, the Group's total bank borrowings were approximately RMB34,579,770,000. The Group maintained a balanced portfolio of debts at fixed interest rates and variable interest rates to manage its interest expenses. As at 30 June 2020, approximately 36.0% of the Group's bank borrowings were subject to fixed interest rates while the remaining approximately 64.0% were subject to floating interest rates.
12 | China Hongqiao Group Limited |
Management Discussion and Analysis
The Group aims to maintain a balance between the continuity and flexibility of funding through various debt financing instruments. As at 30 June 2020, debts except bank borrowings of the Group included approximately RMB1,413,244,000 of other borrowings, approximately RMB39,953,025,000 of medium-term notes and bonds, approximately RMB3,514,105,000 of guaranteed notes as well as approximately RMB1,430,935,000 of convertible bonds with interest rates ranging from 3.84% to 8.69%. Such other borrowings and the issuance of such notes and bonds helped to optimise the Group's debt structure and reduce its financial costs.
As at 30 June 2020, the Group had net current assets of approximately RMB13,983,818,000. The Group will continue to develop other financing channels to optimise the structure of debts. In addition, the Group will sustain its existing production capacity advantage, control its production costs, enhance its profitability and improve its cash flow position in order to maintain the adequate liquidity of the Group.
As at 30 June 2020, the Group's liabilities were mainly denominated in RMB and US$, among which, RMB liabilities accounted for approximately 85.9% of the total liabilities, and US$ liabilities accounted for approximately 14.1% of the total liabilities; cash and cash equivalents were mainly held in RMB and US$, of which approximately 97.9% was held in RMB and approximately 1.9% was held in US$.
Pledged assets
Details of pledged assets of the Group are set out in Note 36 to the unaudited interim condensed consolidated financial information.
Employee and remuneration policy
As at 30 June 2020, the Group had a total number of 43,899 employees. During the Period, the total staff costs of the Group amounted to approximately RMB1,584,886,000, representing approximately 4.0% of its total revenue. The remuneration packages of the employees include salaries and various types of benefits. In addition, the Group established a performance-based remuneration system under which the employees may be awarded by additional bonuses. The Group provided training programs for employees to equip them with the requisite skills and knowledge.
Exposure to foreign exchange risk
The Group collected most of the revenue in RMB and funded most of the expenditure in RMB. Due to the importation of bauxite and production equipment, and as certain bank balances, bank borrowings, convertible bonds and senior notes are denominated in foreign currencies, the Group is exposed to certain currency risks. As at 30 June 2020, the Group's bank balances denominated in foreign currencies were approximately RMB879,729,000 and its liabilities denominated in foreign currencies were approximately RMB11,388,346,000. For the six months ended 30 June 2020, the Group recognised foreign exchange loss of approximately RMB198,467,000.
Interim Report 2020 | 13 |
Management Discussion and Analysis
Contingent liabilities
As at 30 June 2020, the Group had no significant contingent liabilities.
Material acquisitions and disposals of subsidiaries, associates and joint ventures
On 18 March 2020, Zouping County Hongxu Thermal Power Co., Ltd. ( 鄒平縣宏旭熱電有限公司 ), an indirect wholly- owned subsidiary of the Company, entered into an assets transfer agreement with Shandong Guoxu New Energy Co., Ltd. ( 山東國旭新能源有限公司 ), pursuant to which Zouping County Hongxu Thermal Power Co., Ltd. ( 鄒平縣宏旭 熱電有限公司 ) conditionally agreed to sell and Shandong Guoxu New Energy Co., Ltd. ( 山東國旭新能源有限公司 ) conditionally agreed to purchase the power units with an aggregate installed capacity of 1,320 MW and other relevant ancillary assets, together with all the rights and obligations attached or in relation thereto, at a total consideration of RMB3,000,000,000. Relevant details are set out in the announcement of the Company dated 18 March 2020.
Save as disclosed above, during the six months ended 30 June 2020, the Company did not have other material acquisitions or disposals of subsidiaries, associates or joint ventures.
Significant investments held
During the six months ended 30 June 2020, the Group did not hold any significant investment which had significant impact on the Group's overall operation.
Future plans for material investments or capital assets
During the six months ended 30 June 2020 and as of the date of this interim report, there was no future plan approved by the Group for any material investments or capital assets.
EVENTS AFTER THE REPORTING PERIOD
Up to the date of this interim report, there were no important events affecting the Group that have occurred since 30 June 2020.
14 | China Hongqiao Group Limited |
Management Discussion and Analysis
FUTURE PROSPECT
Looking ahead to the second half of 2020, it is expected that the global economic growth will remain sluggish. The Pandemic has brought significant impact on global industrial production, investment and consumption, and at the same time, it will also give a transformative impact on the global supply chain system. It is expected that the aluminum industry will face greater challenges and opportunities.
Relying on the existing layout of the entire industrial chain, the Group extends to the downstream of the industrial chain and develops high value-added new material products in order to achieve high-quality development of the Group. For debt structure, the Group will continue to optimize its financial structure and maintain a steady cash flow to further reduce the impact of market fluctuations on the Group. For clean energy utilization, on the one hand, the Group will actively respond to the national "Lucid Waters and Lush Mountains" environmental protection strategy, and orderly promote the construction of the Yunnan green aluminum innovation industrial park; on the other hand, the Group will continue to increase investment in energy conservation and environmental protection, use a variety of clean energy sources, and gradually increase the proportion of clean energy consumption. For circular economy, the Group is committed to establishing a secondary aluminum recycling industry to realize the recovery, regeneration and reuse of scrap aluminum with ultra-low energy consumption, ultra-low emissions and lower costs. Finally, the Group will continue to promote innovative development and accelerate smart manufacturing in order to achieve green and intelligent production and management of the Group.
Interim Report 2020 | 15 |
Supplementary Information
SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS' INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES
As at 30 June 2020, so far as it is known to the Directors and the chief executive of the Company, the following persons (other than the Directors or the chief executive of the Company) had interests or short positions in the shares and underlying shares of the Company which would fall to be disclosed to the Company and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") pursuant to provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO"), or recorded in the register required to be kept by the Company under section 336 of the SFO:
Approximate | ||||
percentage of the | ||||
total issued share | ||||
Total number | capital as at | |||
Name of shareholder | Capacity/type of interest | of shares held | 30 June 2020 (%) | |
Shiping Prosperity Private | Trustee | 6,076,513,573 | (L) | 70.90 |
Trust Company (1) | ||||
China Hongqiao Holdings Limited (1) | Beneficial owner | 6,076,513,573 | (L) | 70.90 |
("Hongqiao Holdings") | ||||
CTI Capital Management Limited (2) | Beneficial owner | 806,640,670 | (L) | 9.41 |
CNCB (Hong Kong) Investment | Beneficial owner | 70,544,156 | (L) | 0.82 |
Limited (2) | ||||
CITIC Limited (2) | Interest of a controlled corporation | 877,184,826 | (L) | 10.23 |
CITIC Group Corporation (2) | Interest of a controlled corporation | 877,184,826 | (L) | 10.23 |
(L) denotes long position
16 | China Hongqiao Group Limited |
Supplementary Information
Notes:
- Shiping Prosperity Private Trust Company held 100% interest in Hongqiao Holdings as trustee.
-
CITIC Group Corporation held 100% interest in CITIC Polaris Limited, which held 32.53% interest in CITIC Limited, and CITIC Group Corporation also held 100% interest in CITIC Glory Limited, which held 25.60% interest in CITIC Limited, thus CITIC Group Corporation indirectly held 58.13% interest in CITIC Limited. CITIC Limited held 100% interest in CITIC Corporation Limited. CITIC Corporation Limited held 82.26% interest in CITIC Trust Co., Ltd. and 100% interest in CITIC Industrial Investment Group Corp., Ltd, which held 17.74% interest in CITIC Trust Co., Ltd. Thus CITIC Corporation Limited directly and indirectly held 100% interest in CITIC Trust Co., Ltd. CITIC Trust Co., Ltd held 100% interest in CTI Capital Management Limited, and thus CITIC Group Corporation and CITIC Limited are deemed to be interested in the shares of the Company held by CTI Capital Management Limited under the SFO.
CITIC Limited held 65.97% interest in China CITIC Bank Corporation Limited, which held 99.05% interest in CNCB (Hong Kong) Investment Limited and 100% interest in CITIC International Financial Holdings Limited, which held 75% interest in China CITIC Bank International Limited, which in turn held 0.95% in CNCB (Hong Kong) Investment Limited, thus China CITIC Bank Corporation Limited directly and indirectly held 99.7625% interest in CNCB (Hong Kong) Investment Limited. Thus, CITIC Group Corporation and CITIC Limited are deemed to be interested in the shares of the Company held by CNCB (Hong Kong) Investment Limited under the SFO.
Save as disclosed above, as at 30 June 2020, so far as it is known to the Directors and the chief executive of the Company, there was no any other person (other than the Directors or the chief executive of the Company) who had any interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange pursuant to Divisions 2 and 3 of Part XV of the SFO, or recorded in the register required to be kept by the Company under section 336 of the SFO.
DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES
As at 30 June 2020, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or to be recorded in the register required to be kept by the Company under section 352 of the SFO; or to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 to the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), were as follows:
Long positions in the shares of the Company
Approximate | |||
percentage in the | |||
total issued share | |||
Total number | capital as at | ||
Name of director | Capacity/type of interest | of shares held | 30 June 2020 (%) |
Mr. ZHANG Bo | Beneficial owner | 8,870,000 (L) | 0.10 |
Interim Report 2020 | 17 |
Supplementary Information
Save as disclosed above, as at 30 June 2020, there was no any other Directors or chief executive of the Company or any of their spouse or children under the age of 18 who had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or to be recorded in the register required to be kept by the Company under section 352 of the SFO; or to be notified to the Company and the Stock Exchange pursuant to the Model Code.
DIRECTORS' RIGHTS TO ACQUIRE SHARES OR DEBENTURES
At no time during the six months ended 30 June 2020 and up to the date of this interim report, was the Company or any of its subsidiaries a party to any arrangement that would enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, and none of the Directors or any of their spouses or children under the age of 18 was granted any right to subscribe for the shares in, or debentures of, the Company or any other body corporate or had exercised any such right.
AUDIT COMMITTEE
The Company has established an audit committee (the "Audit Committee") in compliance with the Corporate Governance Code (the "CG Code") contained in Appendix 14 to the Listing Rules for the purposes of reviewing and providing supervision over the Group's financial reporting process and internal controls. The Audit Committee is composed of three independent non-executive Directors. An Audit Committee meeting was held on 21 August 2020 to review the interim results and unaudited condensed consolidated interim financial statements of the Group for the six months ended 30 June 2020. The Audit Committee considers that the interim financial results of the Group for the six months ended 30 June 2020 are in compliance with the relevant accounting standards, rules and regulations and appropriate disclosures have been duly made.
PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES OF THE COMPANY
Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company's listed securities during the six months ended 30 June 2020 and up to the date of this interim report.
18 | China Hongqiao Group Limited |
Supplementary Information
ADJUSTMENT OF PRINCIPAL AMOUNT AND CONVERSION PRICE OF 5.0% CONVERTIBLE BONDS DUE 2022
On 28 November 2017, the Company successfully issued the convertible bonds of the Company with an initial principal amount of US$320,000,000 to CNCB (Hong Kong) Investment Limited under the convertible bonds specific mandate with an initial conversion price (subject to adjustment) of HK$8.16. The net proceeds of the convertible bonds placing were approximately US$316,800,000 which the Company has fully ultilised for the uses as described in the announcement of the Company dated 15 August 2017. Please refer to the announcement of the Company dated 15 August 2017, the circular dated 2 November 2017, the poll results announcement dated 20 November 2017 and the announcement dated 28 November 2017, respectively, for details.
On 25 January 2018, CNCB (Hong Kong) Investment Limited converted the convertible bonds for 23% of the initial principal amount held by it into 70,544,156 shares of the Company at the initial conversion price of HK$8.16 per share. Please refer to the announcement of the Company dated 15 August 2017 and the next day disclosure return dated 25 January 2018, respectively, for details.
Pursuant to the terms and conditions of the convertible bonds, as the Company declared the payment of the final dividend for the year of 2016 and a special dividend, the conversion price per share was adjusted from HK$8.16 to HK$7.71 effective from 7 February 2018. Please refer to the announcement of the Company dated 7 February 2018 for details.
Pursuant to the terms and conditions of the convertible bonds, as the Company declared the payment of the final dividend for the year of 2017, the conversion price per share was adjusted from HK$7.71 to HK$7.53 effective from 12 June 2018. Please refer to the announcement of the Company dated 13 July 2018 for details.
Pursuant to the terms and conditions of the convertible bonds, as the Company declared the payment of the final dividend for the year of 2018, the conversion price per share was adjusted from HK$ 7.53 to HK$ 7.21 effective from 17 June 2019. Please refer to the announcement of the Company dated 17 June 2019 for details.
Pursuant to the terms and conditions of the convertible bonds, as the Company declared the payment of the final dividend for the year of 2019, the conversion price per share was adjusted from HK$7.21 to HK$6.51 effective from 15 June 2020. Please refer to the announcement of the Company dated 15 June 2020 for details.
CHANGES IN INFORMATION OF DIRECTORS AND CHIEF EXECUTIVE
Mr. Zhang Bo, an executive Director and the chief executive officer of the Company, was appointed as the chairman of Binzhou Entrepreneurs Association on 15 January 2020. He has ceased to serve as the vice chairman of the International Aluminum Institute since August 2020, has ceased to serve as the chairman of Binzhou Aluminum Industry Association since 20 August 2020, and was appointed as the honorary chairman of Binzhou Aluminum Industry Association on 20 August 2020.
Interim Report 2020 | 19 |
Supplementary Information
Mr. Dong Xinyi, an independent non-executive Director, has ceased to be a supervisor of Woori Bank (China) Limited (友 利銀行(中國)有限公司) since January 2020 and has served as an independent director of Woori Bank (China) Limited (友 利銀行(中國)有限公司) since January 2020.
Save as disclosed above, during the six months ended 30 June 2020 and up to the date of this interiml report, there was no any change in the Directors or chief executive of the Company, and the Company is not aware of any other change in the information of the Directors or chief executive of the Company which is required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules.
DIRECTORS' SECURITIES TRANSACTIONS
The Company has adopted a code of conduct regarding directors' securities transactions on terms no less exacting than the required standards as set out in the Model Code. Having made specific enquiry of all the Directors, the Company confirmed that each of the Directors has complied with the required standards set out in the Model Code and the code of conduct of the Company regarding directors' securities transactions throughout the six months ended 30 June 2020 and up to the date of this interim report.
COMPLIANCE WITH THE CG CODE
The Company has applied the principals as set out in the CG Code. For the six months period ended 30 June 2020, the Company has complied with the code provisions as set out in the CG Code, except for the following deviation:
Mr. Zhang Bo, the chief executive officer of the Company, also serves as the chairman of the Board. Code Provision A.2.1 stipulates that the roles of chairman and chief executive should be separate and not be performed by the same individual. However, taking into consideration the abundant management experience and industry knowledge of Mr. Zhang Bo and the fact that he is very familiar with the business of the Group, the Board believes that it is beneficial to the continuous and stable development of the Group for Mr. Zhang Bo to serve as both the chairman of the Board and the chief executive officer of the Company. Furthermore, the members of the Board also include qualified professionals and experienced individuals. The Board considers the current composition of the Board can ensure a balance of power and authority with the support of the Board committees and the vice chairman of the Board.
Save as disclosed above, there was no non-compliance of other code provisions as set out in the CG Code by the Company during the six months ended 30 June 2020.
DISCLOSURE OF INFORMATION ON WEBSITES OF THE STOCK EXCHANGE AND THE COMPANY
The electronic version of this interim report will be available on the website of the Stock Exchange at www.hkexnews.hk and the Company's website at www.hongqiaochina.com. The printed version of this interim report will be dispatched to the shareholders on or before 25 September 2020.
20 | China Hongqiao Group Limited |
Report on Review of Interim Condensed Consolidated Financial Information
TO THE BOARD OF DIRECTORS OF CHINA HONGQIAO GROUP LIMITED
(incorporated in the Cayman Islands with limited liability)
INTRODUCTION
We have reviewed the interim condensed consolidated financial information of China Hongqiao Group Limited (the "Company") and its subsidiaries set out on pages 22 to 68, which comprise the interim condensed consolidated statement of financial position as at 30 June 2020 and the related interim condensed consolidated statement of profit or loss and other comprehensive income, interim condensed consolidated statement of changes in equity and interim condensed consolidated statement of cash flows for the six-month period then ended, and other explanatory notes. The Main Board Listing Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") require the preparation of a report on interim condensed financial information to be in compliance with the relevant provisions thereof and International Accounting Standard 34 "Interim Financial Reporting" ("IAS 34") issued by the International Accounting Standards Board. The directors of the Company are responsible for the preparation and presentation of these interim condensed consolidated financial information in accordance with IAS 34. Our responsibility is to express a conclusion on these interim condensed consolidated financial information based on our review, and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.
SCOPE OF REVIEW
We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountants. A review of these interim condensed consolidated financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
CONCLUSION
Based on our review, nothing has come to our attention that causes us to believe that the interim condensed consolidated financial information are not prepared, in all material respects, in accordance with IAS 34.
SHINEWING (HK) CPA Limited
Certified Public Accountants
Pang Wai Hang
Practising Certificate Number: P05044
Hong Kong
21 August 2020
Interim Report 2020 | 21 |
Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Unaudited)
For the six months ended 30 June 2020
Six months ended 30 June | ||||
2020 | 2019 | |||
Notes | RMB'000 | RMB'000 | ||
(Unaudited) | (Unaudited) | |||
Revenue | 4 | 39,938,675 | 41,430,060 | |
Cost of sales | (33,470,276) | (33,787,534) | ||
Gross profit | 6,468,399 | 7,642,526 | ||
Other income and gains | 5 | 1,075,567 | 1,880,232 | |
Selling and distribution expenses | (152,559) | (291,648) | ||
Administrative expenses | (1,858,407) | (1,556,076) | ||
Other expenses | 6 | (362,421) | (1,221,067) | |
Finance costs | 8 | (2,210,955) | (2,923,576) | |
Changes in fair value of derivatives | 22 | 86,166 | (24,896) | |
Share of profits of associates | 354,279 | 376,878 | ||
Profit before taxation | 3,400,069 | 3,882,373 | ||
Income tax expenses | 7 | (595,591) | (1,099,670) | |
Profit for the period | 8 | 2,804,478 | 2,782,703 | |
Profit (loss) for the period attributable to: | ||||
Owners of the Company | 2,831,849 | 2,477,037 | ||
Non-controlling interests | (27,371) | 305,666 | ||
2,804,478 | 2,782,703 | |||
Other comprehensive income (expense) for the period | ||||
Items that may be reclassified subsequently to profit or loss: | ||||
Exchange difference arising on translating foreign operations | 59,717 | (746) | ||
Share of other comprehensive income of associates | 21,357 | 3,991 | ||
Other comprehensive income for the period | 81,074 | 3,245 | ||
Item that will not be reclassified subsequently to profit or loss: | ||||
Fair value loss on equity instruments at fair value through other | ||||
comprehensive income | (58,647) | (101,796) | ||
Total comprehensive income for the period, net of income tax | 2,826,905 | 2,684,152 | ||
Total comprehensive income (expense) for | ||||
the period attributable to: | ||||
Owners of the Company | 2,830,989 | 2,378,777 | ||
Non-controlling interests | (4,084) | 305,375 | ||
2,826,905 | 2,684,152 | |||
Earnings per share | 10 | |||
- Basic (RMB) | 0.330 | 0.287 | ||
- Diluted (RMB) | 0.325 | 0.287 | ||
22 | China Hongqiao Group Limited |
Interim Condensed Consolidated Statement of Financial Position (Unaudited)
At 30 June 2020 | |||
As at | As at | ||
30 June 2020 31 December 2019 | |||
Notes | RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | ||
NON-CURRENT ASSETS | |||
Property, plant and equipment | 11 | 66,370,358 | 71,019,374 |
Right-of-use assets | 12 | 5,254,570 | 5,152,415 |
Intangible assets | 28,878 | 24,884 | |
Deposits paid for acquisition of property, plant and equipment | 583,493 | 513,617 | |
Deferred tax assets | 2,243,738 | 2,084,454 | |
Interests in associates | 13 | 5,319,312 | 4,723,329 |
Loan to an associate | - | 2,000,000 | |
Goodwill | 14 | 509,575 | 608,818 |
Financial asset at amortised cost | 29 | 1,000,000 | - |
Financial asset at fair value through other comprehensive income | 15 | 230,692 | 289,339 |
81,540,616 | 86,416,230 | ||
CURRENT ASSETS | |||
Inventories | 16 | 21,335,966 | 21,846,922 |
Trade receivables | 17 | 9,491,923 | 10,311,326 |
Bills receivables | 18 | 8,155,954 | 11,139,775 |
Prepayments and other receivables | 19 | 8,753,539 | 6,075,312 |
Loan to an associate | 2,000,000 | - | |
Financial asset at fair value through profit or loss | 30 | - | 2,005 |
Other financial asset | 31 | 1,742 | 819 |
Income tax recoverable | 88,814 | - | |
Restricted bank deposits | 20 | 1,502,395 | 1,423,967 |
Cash and cash equivalents | 20 | 41,079,476 | 41,857,116 |
92,409,809 | 92,657,242 | ||
Non-current assets classified as held for sale | 21 | - | 530,973 |
92,409,809 | 93,188,215 | ||
CURRENT LIABILITIES | |||
Trade and bills payables | 23 | 13,025,723 | 18,215,656 |
Other payables and accruals | 10,645,789 | 13,379,843 | |
Bank borrowings - due within one year | 24 | 30,748,735 | 29,054,849 |
Other borrowing - due within one year | 25 | 1,413,244 | 1,391,446 |
Other financial liabilities | 31 | 12,319 | 3,300 |
Lease liabilities | 12 | 25,081 | 28,874 |
Income tax payable | 1,477,255 | 1,727,235 | |
Medium-term debentures and bonds - due within one year | 26 | 21,057,536 | 1,495,784 |
Deferred income | 20,309 | 22,330 | |
78,425,991 | 65,319,317 | ||
Interim Report 2020 | 23 |
Interim Condensed Consolidated Statement of Financial Position (Unaudited)
At 30 June 2020
As at | As at | ||
30 June 2020 31 December 2019 | |||
Notes | RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | ||
NET CURRENT ASSETS | 13,983,818 | 27,868,898 | |
TOTAL ASSETS LESS CURRENT LIABILITIES | 95,524,434 | 114,285,128 | |
NON-CURRENT LIABILTIES | |||
Bank borrowings - due after one year | 24 | 3,831,035 | 3,519,628 |
Lease liabilities | 12 | 51,073 | 61,859 |
Liability component of convertible bonds | 28 | 1,241,102 | 1,150,555 |
Derivatives component of convertible bonds | 28 | 189,833 | 279,937 |
Deferred tax liabilities | 713,908 | 721,545 | |
Medium-term debentures and bonds - due after one year | 26 | 18,895,489 | 38,529,229 |
Guaranteed notes | 27 | 3,514,105 | 3,457,313 |
Deferred income | 611,797 | 549,086 | |
29,048,342 | 48,269,152 | ||
NET ASSETS | 66,476,092 | 66,015,976 | |
CAPITAL AND RESERVES | |||
Share capital | 32 | 559,090 | 559,090 |
Reserves | 33 | 62,770,353 | 62,605,028 |
Equity attributable to owners of the parent | 63,329,443 | 63,164,118 | |
Non-controlling interests | 3,146,649 | 2,851,858 | |
TOTAL EQUITY | 66,476,092 | 66,015,976 | |
24 | China Hongqiao Group Limited |
Interim Condensed Consolidated Statement of Changes in Equity (Unaudited)
For the six months ended 30 June 2020
Attributable to owners of the Company | |||||||||||||
Investment | Statutory | Non- | |||||||||||
Share | Share | revaluation | Capital | Translation | surplus | Retained | controlling | ||||||
capital | premium | reserve | reserve | reserve | reserve | earnings | Total | interests | Total | ||||
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | ||||
(Note 33) | (Note 33) | (Note 33) | (Note 33) | ||||||||||
At 1 January 2020 (Audited) | 559,090 | 19,311,652 | (686,767) | 789,317 | 273,025 | 8,214,211 | 34,703,590 | 63,164,118 | 2,851,858 | 66,015,976 | |||
Profit for the period | - | - | - | - | - | - | 2,831,849 | 2,831,849 | (27,371) | 2,804,478 | |||
Other comprehensive (expense) | |||||||||||||
income for the period: | |||||||||||||
Fair value loss on equity instruments at fair value | |||||||||||||
through other comprehensive income | - | - | (58,647) | - | - | - | - | (58,647) | - | (58,647) | |||
Exchange difference arising on translating | |||||||||||||
foreign operations | - | - | - | - | 36,430 | - | - | 36,430 | 23,287 | 59,717 | |||
Share of other comprehensive income of associates | - | - | - | - | 21,357 | - | - | 21,357 | - | 21,357 | |||
Total comprehensive (expense) income for the period | - | - | (58,647) | - | 57,787 | - | 2,831,849 | 2,830,989 | (4,084) | 2,826,905 | |||
Capital contribution | - | - | - | 70 | - | - | - | 70 | 306,030 | 306,100 | |||
Share of capital reserve of an associate | - | - | - | 75 | - | - | - | 75 | - | 75 | |||
Dividend paid (note 9) | - | - | - | - | - | - | (2,665,809) | (2,665,809) | (7,155) | (2,672,964) | |||
- | - | - | 145 | - | - | (2,665,809) | (2,665,664) | 298,875 | (2,366,789) | ||||
At 30 June 2020 (Unaudited) | 559,090 | 19,311,652 | (745,414) | 789,462 | 330,812 | 8,214,211 | 34,869,630 | 63,329,443 | 3,146,649 | 66,476,092 | |||
Attributable to owners of the Company | |||||||||||||
Investment | Statutory | Non- | |||||||||||
Share | Share | revaluation | Capital | Translation | surplus | Retained | controlling | ||||||
capital | premium | reserve | reserve | reserve | reserve | earnings | Total | interests | Total | ||||
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | ||||
(Note 33) | (Note 33) | (Note 33) | (Note 33) | ||||||||||
At 1 January 2019 (Audited) | 566,172 | 19,829,421 | (67,936) | 783,942 | 223,665 | 7,204,845 | 31,425,252 | 59,965,361 | 2,654,136 | 62,619,497 | |||
Profit for the period | - | - | - | - | - | - | 2,477,037 | 2,477,037 | 305,666 | 2,782,703 | |||
Other comprehensive (expense) | |||||||||||||
income for the period: | |||||||||||||
Fair value loss on equity instruments at fair value | |||||||||||||
through other comprehensive income | - | - | (101,796) | - | - | - | - | (101,796) | - | (101,796) | |||
Exchange difference arising on translating | |||||||||||||
foreign operations | - | - | - | - | (455) | - | - | (455) | (291) | (746) | |||
Share of other comprehensive income of associates | - | - | - | - | 3,991 | - | - | 3,991 | - | 3,991 | |||
Total comprehensive (expense) income for the period | - | - | (101,796) | - | 3,536 | - | 2,477,037 | 2,378,777 | 305,375 | 2,684,152 | |||
Capital contribution | - | - | - | - | - | - | - | - | 9,000 | 9,000 | |||
Shares repurchased and cancelled (note 32) | (7,082) | (517,769) | - | - | - | - | - | (524,851) | - | (524,851) | |||
Dividend paid (note 9) | - | - | - | - | - | - | (1,807,631) | (1,807,631) | (65,404) | (1,873,035) | |||
(7,082) | (517,769) | - | - | - | - | (1,807,631) | (2,332,482) | (56,404) | (2,388,886) | ||||
At 30 June 2019 (Unaudited) | 559,090 | 19,311,652 | (169,732) | 783,942 | 227,201 | 7,204,845 | 32,094,658 | 60,011,656 | 2,903,107 | 62,914,763 | |||
Interim Report 2020 | 25 |
Interim Condensed Consolidated Statement of Cash Flows (Unaudited)
For the six months ended 30 June 2020
For the six months ended 30 June | |||
2020 | 2019 | ||
RMB'000 | RMB'000 | ||
(Unaudited) | (Unaudited) | ||
OPERATING ACTIVITIES | |||
Cash generated from (used in) operations | 5,437,090 | (3,190,222) | |
Income tax paid | (1,101,694) | (1,259,337) | |
NET CASH GENERATED FROM (USED IN) OPERATING ACTIVITIES | 4,335,396 | (4,449,559) | |
INVESTING ACTIVITIES | |||
Purchase of property, plant and equipment and deposits for acquisition of | |||
property, plant and equipment | (2,658,084) | (1,789,519) | |
Advance to an associate | - | (2,000,000) | |
Proceeds from disposal of property, plant and equipment | 705,914 | 239,314 | |
Proceeds from disposal of investment properties | - | 315,590 | |
Proceeds from disposal of right-of-use assets | 42,021 | - | |
Addition to intangible assets | (1,008) | (1,757) | |
Addition to right-of-use assets | (216,069) | (1,515) | |
Redemption of investment trust | 2,005 | - | |
Net cash outflow arising from acquisition of a subsidiary | - | (27,900) | |
Proceed from prior year disposal of a subsidiary | - | 590,000 | |
Addition of an associate | - | (2,250,000) | |
Capital injection to associates | (185,642) | - | |
Interest received | 269,125 | 100,037 | |
Placement of restricted bank deposits | (1,315,257) | (1,336,121) | |
Repayment on prior year acquisition of a subsidiary | (55,500) | - | |
Withdrawal of restricted bank deposits | 1,236,829 | 1,091,804 | |
NET CASH USED IN INVESTING ACTIVITIES | (2,175,666) | (5,070,067) | |
26 | China Hongqiao Group Limited |
Interim Condensed Consolidated Statement of Cash Flows (Unaudited)
For the six months ended 30 June 2020
For the six months ended 30 June | ||||
2020 | 2019 | |||
RMB'000 | RMB'000 | |||
(Unaudited) | (Unaudited) | |||
FINANCING ACTIVITIES | ||||
Dividends paid | (2,672,964) | (1,873,029) | ||
Payment on repurchases of shares of the Company | - | (524,851) | ||
Payment of lease liabilities | (14,454) | (8,270) | ||
Proceeds from issuance of medium-term debentures and bonds | - | 2,000,000 | ||
Repayment of short-term debentures and notes | - | (4,000,000) | ||
Repayment of medium-term debentures | - | (1,758,000) | ||
Transaction costs on issuance of medium-term debentures and notes | - | (23,600) | ||
Repayment of guaranteed notes | - | (3,076,901) | ||
New bank borrowings | 15,188,560 | 10,229,338 | ||
Repayment of bank borrowings | (13,212,325) | (8,819,321) | ||
Interest paid | (2,640,626) | (2,310,956) | ||
Receipt of government grants | 104,155 | 19,263 | ||
Contribution from non-controlling interests | 300,000 | 9,000 | ||
NET CASH USED IN FINANCING ACTIVITIES | (2,947,654) | (10,137,327) | ||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (787,924) | (19,656,953) | ||
Effect of changes in foreign exchange rates | 10,284 | 1,741 | ||
CASH AND CASH EQUIVALENTS AT 1 JANUARY | 41,857,116 | 45,380,413 | ||
CASH AND CASH EQUIVALENTS AT 30 JUNE | ||||
represented by bank balances and cash | 41,079,476 | 25,725,201 | ||
Interim Report 2020 | 27 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
1. CORPORATE INFORMATION
China Hongqiao Group Limited (the "Company") is incorporated in the Cayman Islands as an exempted company under the Companies Law of Cayman Islands and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). Its parent and immediate holding company is China Hongqiao Holdings Limited ("Hongqiao Holdings"), a company incorporated in the British Virgin Islands ("BVI"). The addresses of the registered office and principal place of business of the Company are disclosed in the corporate information section to the interim report.
The Company acts as an investment holding company, the principal activities of its subsidiaries (together with the Company, referred to as the "Group") are principally engaged in the business of manufacture and sales of aluminum products.
The interim condensed consolidated financial information are presented in Renminbi ("RMB"), which is also the functional currency of the Company and its subsidiaries in the People's Republic of China ("PRC") and Hong Kong. The functional currency of a subsidiary established in Indonesia is denoted in Indonesia Rupiah ("IDR") and the functional currency of subsidiaries established in Singapore and the Republic of Guinea are denoted in United States Dollar ("US$").
2. BASIS OF PREPARATION
The interim condensed consolidated financial information of the Group for the six months ended 30 June 2020 have been prepared in accordance with the applicable disclosure provisions of Appendix 16 to the Rules Governing the Listing of Securities on the Stock Exchange and with International Accounting Standard 34 ("IAS 34") "Interim Financial Reporting" issued by the International Accounting Standards Board (the "IASB"). This interim condensed consolidated financial information should be read in conjunction with the Group's annual financial statements for the year ended 31 December 2019, which have been prepared in accordance with International Financial Reporting Standards ("IFRSs") issued by the IASB.
3. PRINCIPAL ACCOUNTING POLICIES
The interim condensed consolidated financial information have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair values.
The accounting policies used in the interim condensed consolidated financial information are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2019 except as disclosed below.
28 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
3. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
In the current interim period, the Group has applied, for the first time, the Amendments to References to the Conceptual Framework in IFRSs and the following amendments to IFRSs issued by the IASB which are effective for the Group's financial year beginning on 1 January 2020.
Amendments to IFRS 3 | Definition of a Business |
Amendments to IAS 1 and IAS 8 | Definition of Material |
Amendments to IFRS 9, IAS 39 and IFRS 7 | Interest rate Benchmark Reform |
Except as described below, the Amendments to References to the Conceptual Framework in IFRSs and amendments to IFRSs in the current interim period has had no material effects on the Group's financial performance and positions for the current and prior periods and/or on the disclosures set out in these interim condensed consolidated financial information.
Amendments to IFRS 3 Definition of a Business
The amendments clarify the definition of a business and provide further guidance on how to determine whether a transaction represents a business combination. In addition, the amendments introduce an optional "concentration test" that permits a simplified assessment of whether an acquired set of activities and assets is an asset rather than business acquisition, when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.
The Group has applied the amendments prospectively to transactions for which the acquisition date is on or after 1 January 2020. These amendments had no impact on the interim condensed consolidated financial information of the Group, but may impact future periods should the Group enter into any business combinations.
Amendments to IAS 1 and IAS 8 Definition of Material
The amendments provide a new definition of material that states "information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity". The amendments clarify that materiality will depend on the nature or magnitude of information, either individually or in combination with other information, in the context of the financial statements. These amendments had no impact on the interim condensed consolidated financial information of, nor is there expected to be any future impact to the Group.
Interim Report 2020 | 29 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
4. REVENUE
An analysis of the Group's revenue is as follows: | ||
Six months ended 30 June | ||
2020 | 2019 | |
RMB'000 | RMB'000 | |
(Unaudited) | (Unaudited) | |
Revenue from sales of aluminum products | ||
- molten aluminum alloy | 26,578,661 | 29,268,773 |
- aluminum alloy ingot | 2,463,650 | 1,159,352 |
- aluminum fabrication | 4,134,386 | 4,466,496 |
- alumina products | 6,391,488 | 6,157,040 |
Steam supply income | 370,490 | 378,399 |
39,938,675 | 41,430,060 | |
Set out below is the disaggregation of the Group's revenue from contracts with customers:
Six months ended 30 June | |||
2020 | 2019 | ||
RMB'000 | RMB'000 | ||
(Unaudited) | (Unaudited) | ||
Geographical region | |||
The PRC | 38,206,612 | 39,429,020 | |
India | 389,859 | 640,754 | |
Europe | 349,999 | 296,619 | |
Malaysia | 95,634 | 678,495 | |
Southeast Asia | 434,451 | 164,774 | |
North America | 296,234 | 102,531 | |
Others | 165,886 | 117,867 | |
Total | 39,938,675 | 41,430,060 | |
Type of customers | |||
Government related | 281 | 1,114 | |
Non-government related | 39,938,394 | 41,428,946 | |
Total | 39,938,675 | 41,430,060 | |
Sales channels | |||
Direct sales | 39,938,675 | 41,430,060 | |
30 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
5. OTHER INCOME AND GAINS
Six months ended 30 June | ||
2020 | 2019 | |
RMB'000 | RMB'000 | |
(Unaudited) | (Unaudited) | |
Amortisation of deferred income | 43,465 | 9,584 |
Bank interest income | 55,582 | 44,568 |
Investment income | 33,484 | - |
Interest income from an associate | 75,708 | - |
Imputed interest on receivables arising from disposal of a subsidiary | - | 36,715 |
Other interest income | 115,628 | 92,168 |
Rental income for investment properties under operating lease that lease | ||
payment are fixed | - | 6,207 |
Gain from sales of raw materials and scraps materials | 290,227 | 176,837 |
Gain from sales of slag of carbon anode blocks | 268,446 | 427,339 |
Gain on bargain purchase (note 35) | - | 3,282 |
Gain on disposal of property, plant and equipment | 31,012 | 89,840 |
Gain on disposal of investment properties | - | 241,587 |
Investment gains from derivatives | - | 2,538 |
Other tax refund | 63,849 | - |
Reversal of impairment of property, plant and equipment | - | 658,974 |
Reversal of impairment of other receivables | - | 13,335 |
Reversal of impairment of inventories | 75,098 | 43,025 |
Others | 23,068 | 34,233 |
1,075,567 | 1,880,232 | |
Interim Report 2020 | 31 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
6. | OTHER EXPENSES | |||
Six months ended 30 June | ||||
2020 | 2019 | |||
RMB'000 | RMB'000 | |||
(Unaudited) | (Unaudited) | |||
Impairment loss recognised in respect of trade receivables | 16,532 | 15,166 | ||
Impairment loss recognised in respect of other receivables | 11,735 | 259 | ||
Impairment loss recognised in respect of property, plant and equipment | 152,520 | 1,174,743 | ||
Impairment loss recognised in respect of goodwill | 99,243 | - | ||
Write-down of inventories to net realisable value | 82,391 | 30,899 | ||
362,421 | 1,221,067 | |||
7. | INCOME TAX EXPENSES |
The Group calculates the period income tax expenses using the tax rates that would be applicable to the expected total annual earnings. The major components of income tax expenses in the condensed consolidated statement of profit or loss and other comprehensive income are:
Six months ended 30 June | |||
2020 | 2019 | ||
RMB'000 | RMB'000 | ||
(Unaudited) | (Unaudited) | ||
Current tax: | |||
- Hong Kong Profits Tax | - | 47,350 | |
- Indonesia Corporate Tax | 13,357 | 71,638 | |
- PRC Enterprise Income Tax | 749,155 | 1,214,194 | |
762,512 | 1,333,182 | ||
Over provision in previous years: | |||
- Hong Kong Profits Tax | - | (6,166) | |
- | (6,166) | ||
Deferred taxation | (166,921) | (227,346) | |
Total income tax expenses | 595,591 | 1,099,670 | |
32 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
8. PROFIT FOR THE PERIOD
Profit for the period has been arrived at after charging: | |||
Six months ended 30 June | |||
2020 | 2019 | ||
RMB'000 | RMB'000 | ||
(Unaudited) | (Unaudited) | ||
Interest expenses on bank borrowings | 824,922 | 904,049 | |
Interest expenses on other borrowing | 47,997 | 49,171 | |
Interest expenses on short-term debentures and notes | - | 46,807 | |
Interest expenses on medium-term debentures and bonds | 1,088,809 | 1,747,337 | |
Interest expenses on guaranteed notes | 131,410 | 73,303 | |
Interest expenses on convertible bonds | 116,164 | 101,367 | |
Interest expenses on lease liabilities | 1,653 | 1,542 | |
Total finance costs | 2,210,955 | 2,923,576 | |
Amortisation of intangible assets | 3,114 | 2,599 | |
Cost of inventories recognised as an expense | 33,116,925 | 33,366,851 | |
Depreciation for property, plant and equipment | 3,468,584 | 3,576,607 | |
Depreciation for investment properties | - | 1,121 | |
Depreciation for right-of-use assets | 72,046 | 63,863 | |
Foreign exchange loss | 198,467 | 30,173 | |
Research and development expenses (note) | 375,147 | 327,852 | |
Gross rental income from investment properties | - | 6,207 | |
Less: direct operating expenses incurred for investment properties that | |||
generated rental income during the period | - | (99) | |
- | 6,108 | ||
Note: Included in research and development expenses was staff cost of approximately RMB63,026,000 (six months ended 30 June 2019: RMB58,618,000).
33 China Hongqiao Group Limited | Interim Report 2020 | 33 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
9. DIVIDENDS
Six months ended 30 June
20202019
RMB'000 RMB'000
(Unaudited) (Unaudited)
Dividends recognised as distribution during the period | 2,665,809 | 1,807,631 |
Subsequent to the end of the reporting period, the board of directors determined that an interim dividend of HK15.0 cents per share, amounting to approximately HK$1,285,628,000 will be paid. The amount of interim dividend declared, which was calculated based on the number of ordinary shares in issue at the date of approval of the interim condensed consolidated financial statements, has not been recognised as a liability in the interim condensed consolidated financial statements.
During the current period, a final dividend of HK34.0 cents per share in respect of the year ended 31 December 2019 has been approved and paid.
During the six months ended 30 June 2019, a final dividend of HK24.0 cents per share in respect of the year ended 31 December 2018 has been approved and paid.
10. EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share attributable to the owners of the Company is based on the following data:
Six months ended 30 June | ||
2020 | 2019 | |
RMB'000 | RMB'000 | |
(Unaudited) | (Unaudited) | |
Earnings | ||
Earnings for the purpose of basic earnings per share | 2,831,849 | 2,477,037 |
Effect of dilutive potential ordinary shares: | ||
Interest expense on liability component of convertible bonds | 116,164 | - |
Changes in fair values of derivatives component of convertible bonds | (94,262) | - |
Exchange loss on translation of liability component of convertible bonds | 22,214 | - |
Earnings for the purpose of diluted earnings per share | 2,875,965 | 2,477,037 |
34 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
10. EARNINGS PER SHARE (CONTINUED)
Six months ended 30 June | ||
2020 | 2019 | |
'000 | '000 | |
(Unaudited) | (Unaudited) | |
Number of shares | ||
Weighted average number of ordinary shares for | ||
the purposes of basic earnings per share | 8,570,852 | 8,630,209 |
Effect of dilutive potential ordinary shares: | ||
Convertible bonds | 269,669 | - |
Weighted average number of ordinary shares for | ||
the purposes of diluted earnings per share | 8,840,521 | 8,630,209 |
The computation of diluted earnings per share for the six months ended 30 June 2019 did not assume the conversion of the Company's outstanding convertible bonds since their exercise would result in an increase in earnings per share.
11. PROPERTY, PLANT AND EQUIPMENT
During the six months ended 30 June 2020, the Group purchased property, plant and equipment of approximately RMB1,865,586,000, excluding transferred from construction in progress of approximately RMB536,092,000, and disposed plant and machinery and motor vehicles with carrying amount of approximately RMB2,962,647,000 (six months ended 30 June 2019: purchased approximately RMB2,071,125,000, excluding property, plant and equipment acquired from new acquired subsidiaries with carrying amount of approximately RMB421,600,000, transferred from construction in progress of approximately RMB3,188,327,000, transferred to held for sale with carrying amount of approximately RMB530,973,000 and disposed plant and machinery and motor vehicles with carrying amount of approximately RMB149,474,000).
During the six months ended 30 June 2020, the Group spent approximately RMB1,703,290,000 (six months ended 30 June 2019: RMB1,423,525,000) on the construction of its new product lines and power plant.
The depreciation of the Group for the six months ended 30 June 2020 is approximately RMB3,468,584,000 (six months ended 30 June 2019: RMB3,576,607,000).
Interim Report 2020 | 35 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
11. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
During the six months ended 30 June 2020, due to the coal consumption reduction alternative work programme introduced by the relevant governmental regulations, the directors of the Company have suspended certain plant and equipment and conducted a review of the Group's property, plant and equipment and determined that a number of those assets were impaired. Accordingly, impairment loss of approximately RMB152,520,000 have been recognised in respect of the Group's property, plant and equipment. The recoverable amounts of relevant property, plant and equipment was determined on the basis of their fair value less costs of disposal.
During the six months ended 30 June 2019, due to the relocation of production capacities programme and the coal consumption reduction alternative work programme introduced by the relevant governmental regulations, the directors of the Company suspended certain property, plant and equipment and conducted a review of the Group's property, plant and equipment and determined that a number of those assets were impaired. Accordingly, impairment loss of approximately RMB1,174,743,000 was recognised in respect of the Group's property, plant and equipment. The recoverable amounts of relevant property, plant and equipment was determined on the basis of their value-in-use.
During the six months ended 30 June 2019, due to the relocation of production capacities programme, certain of previous impaired property, plant and equipment resumed its production and certain property, plant and equipment previously impaired would be sold within twelve months. The directors of the Company conducted a review of the related property, plant and equipment and determined that a reversal of provision for impairment loss on relevant property, plant and equipment should be recognised. Accordingly, a reversal of provision for impairment of approximately RMB658,974,000 was recognised (six months ended 30 June 2020: nil).
When any indicators of impairment are identified, property, plant and equipment are reviewed for impairment based on each CGU. The CGU is an individual plant or entity. The carrying values of these individual plants or entities were compared to the recoverable amounts of the CGUs, which were based on fair values less costs of disposal or value-in-use. Market comparable approach is used to measure fair value less costs of disposal. The fair value measurement of the property, plant and equipment is categorised within level 2 of the fair value hierarchy.
The valuations carried out on 30 June 2020 and 2019 were performed by Wanlong (Shanghai) Assets Assessment Co., Ltd ("Wanlong"), an independent qualified professional valuer not connected with the Group. Wanlong has appropriate qualifications and has recent experience in the valuation of similar properties in the relevant locations.
At 30 June 2020, certain of the Group's property, plant and equipment with a net carrying amount of approximately RMB12,486,648,000 (31 December 2019: RMB11,121,259,000) are pledged to secure bank borrowings of the Group (note 36).
Buildings with carrying amount of RMB4,405,436,000 (31 December 2019: RMB4,488,324,000) located in the PRC are in the process of obtaining the property certificates.
36 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
12. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
-
Right-of-useassets
As at 30 June 2020, right-of-use assets of approximately RMB5,177,818,000 (31 December 2019: RMB5,061,136,000) represents land use rights located in the PRC and Indonesia for a period of 20 to 70 years. During the six months ended 30 June 2020, the Group purchased land use right of approximately RMB216,069,000 located in the PRC and disposed land use right with carrying amount of approximately RMB42,021,000.
As at 30 June 2020, the Group is still in a process of obtaining the land certificate with the carrying amount of approximately RMB947,818,000 (31 December 2019: RMB981,668,000). In the opinion of the directors of the Company, based on the advice from the Group's external legal adviser, the absence of the land certificate does not impair its carrying value to the Group.
The Group has lease arrangements for office premises and factories and crew boats, vessels and crane barges of approximately RMB64,099,000 and RMB12,653,000 (31 December 2019: RMB74,180,000 and RMB17,099,000), respectively. The lease terms are generally ranged from 2 to 20 years.
The depreciation of the Group for the six months ended 30 June 2020 is approximately RMB72,046,000 (six months ended 30 June 2019: RMB63,863,000).
At 30 June 2020, certain of the Group's right-of-use assets with a net carrying amount of approximately RMB297,308,000 (31 December 2019: RMB300,980,000) were pledged to secure bank borrowings of the Group (note 36). - Lease liabilities
As at 30 June 2020, the carrying amount of lease liabilities was approximately RMB76,154,000 (31 December 2019: RMB90,733,000).
Interim Report 2020 | 37 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
12. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (CONTINUED)
- Amount recognised in profit or loss
Six months ended 30 June | ||
2020 | 2019 | |
RMB'000 | RMB'000 | |
(Unaudited) | (Unaudited) | |
Depreciation of right-of-use assets | 72,046 | 63,863 |
Interest expense on lease liabilities | 1,653 | 1,542 |
Expense relating to short-term leases | - | 160 |
- Other
During the six months ended 30 June 2020, the total cash outflow for leases amounted to approximately RMB16,107,000 (six months ended 30 June 2019: RMB8,430,000).
13. INTEREST IN ASSOCIATES
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Costs of investments in associates | 2,618,978 | 2,433,261 |
Share of profits and other comprehensive income, net of dividends | ||
received | 1,921,589 | 1,522,686 |
4,540,567 | 3,955,947 | |
Loan to an associate | 778,745 | 767,382 |
5,319,312 | 4,723,329 | |
The loan to an associate of US$110,000,000, equivalent to approximately RMB778,745,000 (31 December 2019: US$110,000,000) are unsecured, interest-free and repayable after one year.
The Group's payable balances with the associates are disclosed in note 38.
38 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
14. GOODWILL
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Cost | ||
At beginning and at the end of the financial period/year | 1,934,457 | 1,934,457 |
Accumulated impairment losses | ||
At beginning and end of the financial period/year | 1,325,639 | 1,325,639 |
Impairment loss recognised during the period/year | 99,243 | - |
At the end of the financial period/year | 1,424,882 | 1,325,639 |
Carrying amount | ||
At the end of the financial period/year | 509,575 | 608,818 |
The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.
During the six months ended 30 June 2020, the Group recognised an impairment loss of approximately RMB99,243,000 (six months ended 30 June 2019: nil) in relation to goodwill arising on acquisition of Shandong Hongchuang Aluminum Industry Holding Company Limited ("Hongchuang"), resulting in the carrying amount of the CGU being written down to its recoverable amount. The impairment loss of goodwill was resulted from decline in quoted share price of Hongchuang. No impairment loss have been recognised during the year ended 31 December 2019.
Interim Report 2020 | 39 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
15. FINANCIAL ASSET AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME ("FVTOCI")
Financial asset at FVTOCI comprise: | ||
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Equity instrument as at FVTOCI | ||
- Listed | 230,692 | 289,339 |
The fair value of this investment is disclosed in note 34.
Investments in listed equity securities represent the Group's investment in Bank of Jinzhou, a company listed in Hong Kong and engaged in the provision of corporate and retail deposits, loans and advances, payment and settlement services, finance leasing as well as other banking services as approved by the China Banking Regulatory Commission. This investment in equity instrument is not held for trading. Instead, it is held for medium to long-term strategic purposes. Accordingly, the directors of the Company have elected to designate this investment in equity instrument as at FVTOCI as they believe that recognising short-term fluctuations in this investment's fair value in profit or loss would not be consistent with the Group's strategy of holding this investment for long-term purposes and realising its performance potential in the long run.
16. INVENTORIES
At 30 June 2020, the carrying amounts of the Group's inventories were net of impairment provision of approximately RMB117,873,000 (31 December 2019: RMB110,580,000).
During the period, inventories previously impaired were sold at profit. As a result, a reversal of provision of approximately RMB75,098,000 (six months ended 30 June 2019: RMB43,025,000) has been recognised and included in other income and gains in the current period.
40 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
17. TRADE RECEIVABLES
As at | As at | ||
30 June 2020 31 December 2019 | |||
RMB'000 | RMB'000 | ||
(Unaudited) | (Audited) | ||
Trade receivables | 9,515,456 | 10,318,327 | |
Less: allowance for impairment loss | (23,533) | (7,001) | |
9,491,923 | 10,311,326 | ||
The Group allows an average credit period of 90 days to its trade customers with trading history, or otherwise sales on cash terms are required. The following is an aged analysis of trade receivables presented based on the date of delivery of goods, which approximates the respective revenue recognition dates, at the end of the reporting period.
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Within 3 months | 8,261,475 | 8,561,127 |
3-12 months | 1,213,928 | 1,748,274 |
12-24 months | 16,520 | 1,925 |
9,491,923 | 10,311,326 | |
Interim Report 2020 | 41 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
18. BILLS RECEIVABLES
The ageing analysis of bills receivables presented based on the issue date at the end of the reporting period is as follows:
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Within 3 months | 4,492,021 | 6,343,124 |
3 to 6 months | 3,318,974 | 4,416,395 |
Over 6 months | 344,959 | 380,256 |
8,155,954 | 11,139,775 | |
TRANSFERS OF FINANCIAL ASSETS
The following were the Group's financial assets transferred to suppliers by endorsing those bills receivables on a full recourse basis. As the Group has retained the significant risks and rewards which include default risks, relating to these bills receivables, it continues to recognise the full carrying amount of the bills receivables and the corresponding trade payables and other payables in the condensed consolidated statement of financial position. Subsequent to the endorsement, the Group did not retain any rights on the use of the endorsed bills, including the sale, transfer or pledge of the endorsed bills to any other third parties. These financial assets and financial liabilities are carried at amortised cost in the condensed consolidated statement of financial position.
As at | As at | ||
30 June 2020 31 December 2019 | |||
RMB'000 | RMB'000 | ||
(Unaudited) | (Audited) | ||
Bills receivables endorsed to suppliers with full recourse (note) | |||
Carrying amount of transferred assets | 8,031,069 | 11,129,710 | |
Carrying amount of trade payables | (7,327,617) | (10,898,559) | |
Carrying amount of other payables | (703,452) | (231,151) | |
Net position | - | - | |
Note: The maturity dates of bills receivables have not yet due at the end of the reporting period. As the Group was still exposed to credit risk on these receivables at the end of the reporting period, the cash received from the bills endorsed to the suppliers for which the maturity dates have not yet been due are recognised as current liabilities in the condensed consolidated statement of financial position.
42 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
19. PREPAYMENTS AND OTHER RECEIVABLES
The balance consists of prepayments and other receivables of: | |||
As at | As at | ||
30 June 2020 31 December 2019 | |||
RMB'000 | RMB'000 | ||
(Unaudited) | (Audited) | ||
Prepayments to suppliers | 1,129,092 | 967,864 | |
Prepayment to an associate | 3,232,612 | 2,438,457 | |
Receivables arising from disposal of plant and equipment (note) | 2,400,000 | - | |
Receivables arising from disposal of non-current assets classified | |||
as held-for-sale (note 21) | 400,000 | - | |
Other receivables | 1,644,270 | 2,709,691 | |
8,805,974 | 6,116,012 | ||
Less: allowance for impairment loss | (52,435) | (40,700) | |
8,753,539 | 6,075,312 | ||
Note: On 18 March 2020, the Group has entered into a sales and purchase agreement with an independent third party agreed to dispose a power unit and its related assets and liabilities located in Zouping, at a cash consideration of RMB3,000,000,000. The transaction was completed and part of the consideration of RMB600,000,000 has been received during the six months ended 30 June 2020. The balance in aggregate of RMB2,400,000,000 is guaranteed by the acquirer's wholly-owned subsidiary which also is one of the major suppliers of the Group.
20. CASH AND CASH EQUIVALENTS AND RESTRICTED BANK DEPOSITS
For the purpose of the interim condensed consolidated statement of cash flows, cash and cash equivalents are comprised of the following:
As at | As at | ||
30 June 2020 31 December 2019 | |||
RMB'000 | RMB'000 | ||
(Unaudited) | (Audited) | ||
Cash and bank balances | 41,079,476 | 41,857,116 | |
Restricted bank deposits | 1,502,395 | 1,423,967 | |
42,581,871 | 43,281,083 | ||
Less: | |||
Restricted bank deposits: | |||
- pledged for bills payables | (1,007,009) | (1,002,928) | |
- pledged for issuance of letter of credit | (201,611) | (117,472) | |
- pledged for guarantee issued | (293,775) | (299,060) | |
- other restricted bank balances | - | (4,507) | |
Cash and cash equivalents | 41,079,476 | 41,857,116 | |
Interim Report 2020 | 43 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
21. NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE
On 1 May 2019, Binzhou City Zhanhua District Huihong New Material Co., Ltd.* 濱州市沾化區匯宏新材料有限 公司, an indirect wholly-owned subsidiary of the Company, entered into a sale and purchase agreement with an independent third party, to dispose of certain of its construction in process of property, plant and equipment in Binzhou City Zhanhua District, at a consideration of RMB600,000,000. RMB200,000,000 of the consideration was received during the year ended 31 December 2019. The remaining balance of RMB400,000,000 will be received within 2020.
The disposal is expected to be completed within twelve months from the end of 2019 and is therefore classified as assets held for sales in the consolidated statement of financial position for the year ended 31 December 2019. The sales proceeds are expected to exceed the net carrying amounts of the relevant assets and accordingly, no impairment has been recognised. The disposal was negotiated under arm's length basis and approved by the board of directors' of the subsidiary.
During the six months ended 30 June 2020, the disposal was completed and the legal title of the property, plant and equipment has been transferred.
Major classes of assets as at the end of the current interim period are as follows:
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Property, plant and equipment | - | 530,973 |
Assets classified as held for sale | - | 530,973 |
- The English name of the above company is for reference only
44 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
22. CHANGES IN FAIR VALUES OF DERIVATIVES
Six months ended 30 June | ||||
2020 | 2019 | |||
RMB'000 | RMB'000 | |||
(Unaudited) | (Unaudited) | |||
Changes in fair values arising from: | ||||
- capped forward contract | 923 | - | ||
- interest rate swaps contracts | (9,019) | 54 | ||
- derivatives component of convertible bonds (note 28) | 94,262 | (24,950) | ||
86,166 | (24,896) | |||
23. TRADE AND BILLS PAYABLES
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Trade payables | 10,966,654 | 16,076,814 |
Bills payables | 2,059,069 | 2,138,842 |
13,025,723 | 18,215,656 | |
Included in trade payables are creditors with the following ageing analysis presented based on the invoice date at the end of the reporting period:
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Within 6 months | 10,607,987 | 15,609,824 |
6-12 months | 267,686 | 422,080 |
1-2 years | 53,594 | 10,658 |
More than 2 years | 37,387 | 34,252 |
10,966,654 | 16,076,814 | |
The average credit period on purchases of goods is six months. Bills payables are bills of acceptance with maturity of less than one year.
Interim Report 2020 | 45 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
24. BANK BORROWINGS
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Current | ||
Secured bank borrowings | 8,026,235 | 8,342,748 |
Unsecured bank borrowings | 22,722,500 | 20,712,101 |
30,748,735 | 29,054,849 | |
Non-current | ||
Secured bank borrowings | 507,617 | 405,990 |
Unsecured bank borrowings | 3,323,418 | 3,113,638 |
3,831,035 | 3,519,628 | |
34,579,770 | 32,574,477 | |
Carrying amount repayable (based on scheduled repayment dates set out in the loan agreements):
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Within one year | 30,748,735 | 29,054,849 |
In the second year | 997,808 | 2,221,874 |
In the third to fifth years, inclusive | 1,527,650 | 1,297,754 |
Over fifth years | 1,305,577 | - |
34,579,770 | 32,574,477 | |
Fixed-rate borrowings with an aggregate carrying amount of approximately RMB12,452,208,000 (31 December 2019: RMB11,874,602,000) denominated in RMB at interest rate ranged from 2.05% to 6.00% (31 December 2019: 3.40% to 7.00%) per annum as at 30 June 2020.
In addition, the Group has variable-rate borrowings denominated in RMB at floating rates calculated based on the borrowing rates announced by the People's Bank of China (the "PBOC") or China Foreign Exchange Trading System & National Interbank Funding Center ("CFETS"). Interests on borrowings denominated in US$ at floating rates are calculated based on London Interbank Offered Rate ("LIBOR").
Bank borrowings of approximately RMB299,000,000 (31 December 2019: RMB299,000,000) which are guaranteed by a related party was set out in note 38(c).
46 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
25. OTHER BORROWING
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Other borrowing, unsecured | ||
Amount shown under current liabilities | 1,413,244 | 1,391,446 |
Carrying amount repayable (based on scheduled repayment dates set out in the loan agreement):
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Within one year | 1,413,244 | 1,391,446 |
The interest rate of the other borrowing of US$200,000,000 (31 December 2019: US$200,000,000) is fixed at
7.50% per annum (31 December 2019: 7.50% per annum).
26. MEDIUM-TERM DEBENTURES AND BONDS
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Medium-term debentures and bonds - due within one year | 21,057,536 | 1,495,784 |
Medium-term debentures and bonds - due after one year | 18,895,489 | 38,529,229 |
39,953,025 | 40,025,013 | |
Interim Report 2020 | 47 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
26. MEDIUM-TERM DEBENTURES AND BONDS (CONTINUED)
The details of the medium-term debentures and bonds issued and outstanding as at 30 June 2020 and 31 December 2019 are set out as follows:
Nominal | Effective | ||||
Principal | interest | interest | |||
Debentures | Date of issue | amount | rate | rate | Date of maturity |
RMB'000 | |||||
Unlisted | |||||
Medium-term debentures A | 14 October 2015 | 1,000,000 | 5.50% | 5.86% | 14 October 2020 |
Medium-term debentures B | 15 December 2015 | 500,000 | 5.20% | 5.88% | 15 December 2020 |
Medium-term debentures C | 25 October 2016 | 1,000,000 | 3.87% | 4.21% | 16 October 2021 |
Medium-term debentures D | 3 November 2016 | 2,000,000 | 3.84% | 4.18% | 4 November 2021 |
Medium-term debentures E | 5 January 2017 | 1,000,000 | 5.20% | 5.55% | 6 January 2022 |
Medium-term debentures F | 10 January 2017 | 1,000,000 | 5.20% | 5.55% | 11 January 2022 |
Medium-term debentures G | 17 January 2017 | 1,000,000 | 5.20% | 5.55% | 19 January 2022 |
Medium-term debentures H | 2 March 2018 | 1,000,000 | 7.50% | 7.85% | 6 March 2021 |
Medium-term debentures I | 18 April 2018 | 1,000,000 | 7.30% | 7.65% | 19 April 2021 |
Medium-term debentures J | 20 April 2018 | 1,300,000 | 6.75% | 7.09% | 23 April 2021 |
Medium-term debentures K | 25 April 2018 | 1,000,000 | 6.73% | 7.07% | 27 April 2021 |
Medium-term debentures L | 26 April 2018 | 1,000,000 | 6.90% | 7.24% | 27 April 2021 |
Medium-term debentures M | 24 May 2018 | 1,000,000 | 7.47% | 7.82% | 25 May 2021 |
Medium-term debentures N | 13 August 2018 | 1,000,000 | 7.40% | 7.67% | 16 August 2021 |
Medium-term debentures O | 23 August 2018 | 500,000 | 7.47% | 7.75% | 27 August 2021 |
Medium-term debentures P | 12 July 2019 | 600,000 | 7.00% | 7.24% | 12 July 2022 |
Listed | |||||
Enterprise bonds A | 3 March 2014 | 1,149,960 | 8.69% | 8.91% | 3 March 2021 |
Enterprise bonds B | 21 August 2014 | 1,056,362 | 7.45% | 7.88% | 21 August 2021 |
Enterprise bonds C | 26 October 2015 | 214 | 6.26% | 5.44% | 26 October 2022 |
Enterprise bonds D | 14 January 2016 | 1,999,950 | 7.30% | 4.33% | 14 January 2021 |
Enterprise bonds E | 14 January 2016 | 1,000,000 | 4.88% | 5.11% | 14 January 2021 |
Enterprise bonds F | 27 January 2016 | 1,800,000 | 7.00% | 4.73% | 27 January 2021 |
Enterprise bonds G | 24 February 2016 | 1,198,240 | 6.70% | 4.27% | 24 February 2021 |
Enterprise bonds H | 10 March 2016 | 3,500,000 | 6.50% | 4.50% | 10 March 2021 |
Enterprise bonds I | 10 March 2016 | 500,000 | 4.83% | 5.06% | 10 March 2021 |
Enterprise bonds J | 22 March 2016 | 2,000,000 | 6.30% | 4.43% | 22 March 2021 |
Enterprise bonds K | 17 October 2016 | 7,800,000 | 4.00% | 4.16% | 17 October 2023 |
Enterprise bonds L | 26 March 2019 | 2,000,000 | 6.00% | 6.22% | 26 March 2024 |
Private placement enterprise bond B | 15 July 2016 | 26,000 | 6.80% | 6.75% | 15 July 2021 |
48 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
26. MEDIUM-TERM DEBENTURES AND BONDS (CONTINUED)
The total medium-term debentures and bonds are repayable as follows: | ||
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Within one year | 21,057,536 | 1,495,784 |
In the second to fifth year | 18,895,489 | 38,529,229 |
39,953,025 | 40,025,013 | |
27. GUARANTEED NOTES
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Non-current liabilities | 3,514,105 | 3,457,313 |
On 15 July 2019, the Company issued 7.125% guaranteed notes with the aggregate principal amount of US$300,000,000 (equivalent to approximately RMB2,060,310,000) (the "2022 Guaranteed Notes") which are guaranteed by certain subsidiaries of the Group. The 2022 Guaranteed Notes will mature on 22 July 2022.
On 24 September 2019, the Company issued 7.375% guaranteed notes with the aggregate principal amount of US$200,000,000 (equivalent to approximately RMB1,414,580,000) (the "2023 Guaranteed Notes") which are guaranteed by certain subsidiaries of the Group. The 2023 Guaranteed Notes will mature on 2 May 2023.
Interim Report 2020 | 49 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
28. CONVERTIBLE BONDS
On 28 November 2017, the Company issued convertible bonds ("CBs") bearing interest at 5.0% per annum, which were due on 28 November 2022 with an aggregate principal amount of US$320,000,000. The CBs were denominated in US$ and entitle the holders to convert them into ordinary shares of the Company at a conversion price of HK$8.16 per share with fixed exchange rate of HK$7.8212 equal to US$1.00 at any time on or after 8 January 2018 and thereafter up to the close of business on the tenth day prior to the maturity date or if such bonds shall have been called for redemption by the holders before maturity date, then up to and including the close of business on a date no later than 10 days prior to the date fixed for redemption thereof. Unless previously redeemed, converted, purchased and cancelled, all convertible bonds outstanding on maturity date shall be repaid by the Company at its principal amount outstanding on maturity date plus accrued interest. The Company may, at the option of the holders, on giving not more than 60 days and not less than 30 days prior to the date that is three years from 28 November 2017, redeem the outstanding CBs in whole or in part at 106% of the principal amount and accrued interest to the respective dates fixed for redemption. At the issue date, the CBs were bifurcated into liability and derivative components. The effective interest rate of the liability component is 21.817% per annum.
The movements of the liability and derivatives components of the CBs and the reconciliation of Level 3 fair value measurement during the reporting period are set out below:
Liability | Derivatives | |||
component | component | |||
of CBs | of CBs | Total | ||
RMB'000 | RMB'000 | RMB'000 | ||
As at 1 January 2019 (Audited) | 1,012,052 | 415,195 | 1,427,247 | |
Changes in fair values | - | (140,558) | (140,558) | |
Effective interest expenses | 210,102 | - | 210,102 | |
Interest paid | (86,755) | - | (86,755) | |
Exchange translation | 15,156 | 5,300 | 20,456 | |
As at 31 December 2019 (Audited) | 1,150,555 | 279,937 | 1,430,492 | |
Changes in fair values | - | (94,262) | (94,262) | |
Effective interest expenses | 116,164 | - | 116,164 | |
Interest paid | (43,673) | - | (43,673) | |
Exchange translation | 18,056 | 4,158 | 22,214 | |
As at 30 June 2020 (Unaudited) | 1,241,102 | 189,833 | 1,430,935 | |
On 25 January 2018, 70,544,156 ordinary shares of the Company were issued as a result of the conversion of CBs with principal amount of US$73,600,000. No redemption, purchase or cancellation by the Company has been made in respect of the CBs during the six months ended 30 June 2020.
50 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
28. CONVERTIBLE BONDS (CONTINUED)
On 7 February 2018, as a result of the Company's declaration of dividend, the conversion price of the CBs was adjusted from HK$8.16 to HK$7.71 per share and on 12 June 2018, as a result of the Company's declaration of dividend, the conversion price of the CBs was further adjusted from HK$7.71 to HK$7.53 per share. Save for this alteration, all other terms and conditions of the outstanding CBs remained unchanged. The relevant ordinary resolution was duly passed at the special general meeting.
On 17 June 2019, as a result of the Company's declaration of dividend, the conversion price of the CBs was adjusted from HK$7.53 to HK$7.21 per share. Save for this alteration, all other terms and conditions of the outstanding CBs remained unchanged. The relevant ordinary resolution was duly passed at the special general meeting.
On 15 June 2020, as a result of the Company's declaration of dividend, the conversion price of the CBs was adjusted from HK$7.21 to HK$6.51 per share. Save for this alteration, all other terms and conditions of the outstanding CBs remained unchanged. The relevant ordinary resolution was duly passed at the special general meeting.
As at 30 June 2020, the principal amount of the CBs that remained outstanding amounted to US$246,400,000 (31 December 2019: US$246,400,000) of which a maximum of 296,028,215 (31 December 2019: 267,287,611) shares may fall to be issued upon their conversions, subject to adjustments provided in the terms of the CBs. Details of the terms of the CBs are set out in announcements of the Company dated 15 August 2017, 2 November 2017, 28 November 2017, 7 February 2018, 13 July 2018, 17 June 2019 and 15 June 2020.
At 31 December 2019 and 30 June 2020, the fair values of the derivatives component was valued by Grant Sherman Appraisal Limited, an independent qualified professional valuer not connected with the Group. The fair values of the derivatives component of convertible bonds were estimated at the date of issue and the end of reporting period, respectively using the Binomial model. The changes in fair value of the derivatives component of convertible bonds were recognised in the consolidated profit or loss. The inputs into the model were as follows:
At | At | |
30 June 2020 31 December 2019 | ||
(Unaudited) | (Audited) | |
Share price | HK$3.44 | HK$4.70 |
Conversion price | HK$6.51 | HK$7.21 |
Expected volatility | 41.74% | 41.71% |
Expected life | 2.41 years | 2.91 years |
Risk free rate | 0.16% | 1.59% |
Expected dividend yield | 9.43% | 4.98% |
Interim Report 2020 | 51 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
29. FINANCIAL ASSET AT AMORTISED COST
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Financial asset at amortised cost | ||
Collective investment trust (note) | 1,000,000 | - |
Note: The collective investment trust represents asset income trust with 1,000,000,000 units at RMB1 per unit issued by CITIC Trust Co., Ltd. ("CITIC Trust")* 中信信托有限責任公司. The asset income trust carries fixed interest rate of 7.22% per annum and will be matured on 3
January 2022.
- The English name of the above company is for reference only.
30. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS ("FVTPL")
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Financial assets at FVTPL | ||
Collective investment trust | - | 2,005 |
31. OTHER FINANCIAL ASSET/LIABILITIES
As at | As at | |||||
30 June 2020 31 December 2019 | ||||||
RMB'000 | RMB'000 | |||||
(Unaudited) | (Audited) | |||||
Other financial asset | ||||||
Capped forward contract | 1,742 | 819 | ||||
Other financial liabilities | ||||||
Interest rate swaps contracts | 12,319 | 3,300 | ||||
Major terms of the capped forward contract are as follows: | ||||||
As at 30 June 2020 and 31 December 2019 | ||||||
Notional amount | Maturity | Exchange rate | ||||
US$10,000,000 | 20 July 2022 | Buy US$/Sell RMB at 6.90 to 7.01 |
52 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
31. OTHER FINANCIAL ASSET/LIABILITIES (CONTINUED)
Major terms of the interest rate swaps are as follows:
As at 30 June 2020 | ||
Notional amount | Maturity | Swaps |
US$14,000,000 | 9 April 2021 | From 0.45% per annum to 1-MonthUS$-LIBOR |
US$24,500,000 | 14 April 2021 | From 0.52% per annum to 1-MonthUS$-LIBOR |
US$55,000,000 | 28 April 2023 | From 0.58% per annum to 1-MonthUS$-LIBOR |
US$20,000,000 | 14 April 2021 | From 3.25% per annum to 1-MonthUS$-LIBOR |
US$25,000,000 | 14 April 2021 | From 3.25% per annum to 1-MonthUS$-LIBOR |
As at 31 December 2019 |
Notional amount | Maturity | Swaps | |||||
US$20,000,000 | 14 April 2021 | From 3.25% per annum to 1-MonthUS$-LIBOR | |||||
US$25,000,000 | 14 April 2021 | From 3.25% per annum to 1-MonthUS$-LIBOR | |||||
32. ISSUED CAPITAL | |||||||
Number of shares | Share Capital | ||||||
30 June | 31 December | 30 June | 31 December | ||||
2020 | 2019 | 2020 | 2019 | ||||
US$ | US$ | ||||||
Authorised: | |||||||
Ordinary shares of US$0.01 each | 10,000,000,000 | 10,000,000,000 | 100,000,000 | 100,000,000 | |||
30 June | 31 December | 30 June | 31 December | ||||
2020 | 2019 | 2020 | 2019 | ||||
US$ | US$ | ||||||
Issued and fully paid: | |||||||
Ordinary shares of US$0.01 each | 8,570,852,349 | 8,570,852,349 | 85,708,523 | 85,708,523 | |||
Interim Report 2020 | 53 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
32. ISSUED CAPITAL (CONTINUED)
Number of shares | Share Capital | ||
RMB'000 | |||
Issued and fully paid: | |||
At 1 January 2019 | 8,675,394,849 | 566,172 | |
Shares repurchased and cancelled | (104,542,500) | (7,082) | |
At 31 December 2019, 1 January 2020 and 30 June 2020 | 8,570,852,349 | 559,090 | |
The Company does not have any share option scheme.
All shares issued rank pari passu in all respects with all shares then in issue.
During the year ended 31 December 2019, the Company repurchased its own shares through the Stock Exchange as follows:
No. of ordinary | Aggregate | ||||
share of | Price per share | consideration | Share | ||
Date of repurchase | US$0.01 each | Highest | Lowest | paid | cancelled date |
HK$ | HK$ | HK$ | |||
14-Jan-19 | 620,000 | 4.80 | 4.79 | 2,975,000 | 25-Jan-19 |
16-Jan-19 | 2,406,500 | 5.05 | 4.95 | 12,072,000 | 25-Jan-19 |
17-Jan-19 | 1,880,000 | 5.07 | 5.05 | 9,511,000 | 25-Jan-19 |
18-Jan-19 | 1,060,000 | 5.05 | 5.04 | 5,352,000 | 25-Jan-19 |
25-Mar-19 | 8,000,000 | 5.65 | 5.39 | 44,837,000 | 9-Apr-19 |
26-Mar-19 | 8,375,000 | 5.71 | 5.62 | 47,444,000 | 9-Apr-19 |
27-Mar-19 | 6,174,000 | 5.77 | 5.61 | 35,271,000 | 9-Apr-19 |
28-Mar-19 | 10,150,000 | 5.89 | 5.78 | 59,551,000 | 9-Apr-19 |
29-Mar-19 | 9,150,000 | 5.92 | 5.74 | 53,809,000 | 9-Apr-19 |
9-Apr-19 | 4,500,000 | 6.53 | 6.20 | 28,798,000 | 24-Apr-19 |
10-Apr-19 | 4,150,000 | 6.68 | 6.49 | 27,357,000 | 24-Apr-19 |
11-Apr-19 | 8,500,000 | 6.75 | 6.61 | 57,154,000 | 24-Apr-19 |
12-Apr-19 | 7,000,000 | 6.76 | 6.57 | 46,800,000 | 24-Apr-19 |
22-May-19 | 6,423,000 | 5.50 | 5.21 | 34,977,000 | 3-Jun-19 |
23-May-19 | 10,189,000 | 5.56 | 5.34 | 55,917,000 | 3-Jun-19 |
24-May-19 | 3,798,000 | 5.54 | 5.49 | 20,894,000 | 3-Jun-19 |
27-May-19 | 7,517,500 | 5.51 | 5.34 | 41,137,000 | 19-Jun-19 |
29-May-19 | 4,649,500 | 5.57 | 5.40 | 25,589,000 | 19-Jun-19 |
None of the Company's subsidiaries purchased, sold or redeemed any of the Company's listed securities during the period.
54 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
33. RESERVES
-
Capital reserve
Capital reserve represents (i) the effect of the group reorganisation completed in March 2010; (ii) deemed capital contribution from its equity holders; (iii) amount of consideration paid by Shandong Hongqiao New Material Co., Ltd in excess of the net book value of Chongqing Weiqiao Financial Factoring Co., Ltd. acquired from Weiqiao Chuangye Group Company Limited in 2018; (iv) difference between the carrying amount of non- controlling interests acquired and the consideration paid for acquisition of addition interest in subsidiaries; and
(v) share of capital reserve of an associate and a subsidiary from Shandong Innovation Carbon New Material Co., Ltd.* ("Innovation Carbon New Material") 山東創新炭材料有限公司 and Shandong Hongao Automobile Lightweight Technology Co., Ltd. ("Hongao Automobile Lightweight")* 山東宏奧汽車輕量化科技有限公司 respectively. -
Statutory surplus reserve
In accordance with the Articles of Association of all subsidiaries established in the People's Republic of China ("PRC"), those subsidiaries are required to transfer 5% to 10% of the profit after taxation reported under the relevant accounting policies and financial regulations in the PRC to the statutory surplus reserve until the reserve reaches 50% of the registered capital. Transfer to this reserve must be made before distributing dividends to equity owners. The statutory surplus reserve can be used to make up previous year's losses, expand the existing operations or convert into additional capital of the subsidiaries. - Translation reserve
Translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations. - Investment revaluation reserve
Investments revaluation reserve represents the cumulative gains and losses arising on the revaluation of investments in equity instruments as at FVTOCI.
- The English names of the above companies are for reference only
Interim Report 2020 | 55 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
34. FAIR VALUE DISCLOSURES
Some of the Group's financial assets and financial liabilities are measured at fair value at the end of the reporting period.
For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
- Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
- Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
- Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
The following table provides the fair value measurement hierarchy of the Group's financial assets and financial liabilities as at 30 June 2020 and 31 December 2019. The valuation techniques and inputs used in the fair value measurements of each financial instruments on a recurring basis are set out below:
Fair value | Valuation technique | |||
Financial instruments | hierarchy | Fair value as at | and key inputs | |
30/6/2020 | 31/12/2019 | |||
RMB'000 | RMB'000 | |||
(Unaudited) | (Audited) | |||
Financial asset at FVTPL | Level 3 | - | 2,005 | Market multiples - Based on average P/E |
multiple peers and discount for lack of | ||||
marketability | ||||
Financial asset at FVTOCI | Level 1 | 230,692 | 289,339 | Quoted bid prices in an active market |
Capped forward contract | Level 2 | 1,742 | 819 | Discounted cash flows - Based on |
forward contracts exchange rates |
(from observable forward exchange rates at the end of the reporting period and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties)
56 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020 | ||||||
34. FAIR VALUE DISCLOSURES (CONTINUED) | ||||||
Fair value | Valuation technique | |||||
Financial instruments | hierarchy | Fair value as at | and key inputs | |||
30/6/2020 | 31/12/2019 | |||||
RMB'000 | RMB'000 | |||||
(Unaudited) | (Audited) | |||||
Interest rate swaps | Level 2 | 12,319 | 3,300 | Discounted cash flows - Based on | ||
contracts | forward interest rates (from observable | |||||
forward interest rates at the end of | ||||||
the reporting period and contract | ||||||
interest rates, discounted at a rate | ||||||
that reflects the credit risk of various | ||||||
counterparties) | ||||||
Redemption option | Level 3 | 146,377 | 128,516 | Binomial option pricing model: | ||
derivative of convertible | Key inputs: risk free rate of 0.16% (31 | |||||
bonds | December 2019: 1.59%), and effective | |||||
interest rate of 7.65% (31 December | ||||||
2019: 8.86%) and volatility of 41.74% | ||||||
(31 December 2019: 41.71%) | ||||||
Conversion option derivative | Level 3 | 43,456 | 151,421 | Binomial option pricing model: | ||
of convertible bonds | Key inputs: risk free rate of 0.16% (31 | |||||
December 2019: 1.59%), and effective | ||||||
interest rate of 7.65% (31 December | ||||||
2019: 8.86%) and volatility of 41.74% | ||||||
(31 December 2019: 41.71%) | ||||||
Fair value measurements and valuation process
In estimating the fair value of an asset or a liability, the Group uses market-observable data to the extent it is available. Where Level 1 inputs are not available, the Group engages third party qualified valuer to perform the valuation. The chief financial officer works closely with the qualified external valuers to establish the appropriate valuation techniques and inputs to the model. The chief financial officer reports findings to the board of directors of the Company semi-annually to explain the cause of fluctuations in the fair values of the assets and liabilities.
Interim Report 2020 | 57 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
35. ACQUISITION OF A SUBSIDIARY
On 31 March 2019, the Group acquired 100% of the equity interest in Hongbo Aluminum Industry Technology Company Limited* ("Hongbo Aluminum Industry") 濱州鴻博鋁業科技有限公司 from Boxing Ruifeng Aluminum Plate Company Limited* 博興縣瑞豐鋁板有限公司, an independent third party, for a consideration of approximately RMB147,666,000. Approximately RMB92,166,000 of the consideration has been paid during the year ended 31 December 2019. The remaining balance of RMB55,500,000 has been settled on 30 June 2020. This acquisition has been accounted for using the acquisition method. The amount of bargain purchase arising as a result of the acquisition was approximately RMB3,282,000. Hongbo Aluminum Industry is engaged in the manufacture and sales of aluminum fabrication. Hongbo Aluminum Industry was acquired so as to continue the expansion of the Group's aluminum products operations.
`
Consideration of the acquisition:
RMB'000 | ||
Cash consideration | 147,666 | |
Less: cash consideration paid | (147,666) | |
Consideration payable (included in other payables) | - | |
Assets acquired and liabilities recognised at the date of acquisition are as follows: | ||
RMB'000 | ||
Property, plant and equipment | 421,600 | |
Intangible assets | 6 | |
Inventories | 245,658 | |
Trade receivables | 132,241 | |
Bill receivables | 7,715 | |
Prepayments and other receivables | 99,661 | |
Cash and cash equivalents | 8,766 | |
Trade payables | (328,862) | |
Other payables and accruals | (435,745) | |
Income tax payable | (92) | |
150,948 | ||
Acquisition-related costs amounting to RMB240,000 have been excluded from the consideration transferred and have been recognised as an expense in the year ended 31 December 2019, within the administrative expenses in the consolidated statement of profit or loss and other comprehensive income.
58 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
35. ACQUISITION OF A SUBSIDIARY (CONTINUED)
Gain on bargain purchase:
RMB'000 | ||
Consideration of the acquisition | 147,666 | |
Less: net assets acquired | (150,948) | |
Gain on bargain purchase | 3,282 | |
Net cash outflow arising on acquisition: | ||
As at | ||
31 December 2019 | ||
RMB'000 | ||
Cash consideration | 147,666 | |
Less: cash and cash equivalent acquired | (8,766) | |
consideration payable | (55,500) | |
Net cash outflow on acquisition | 83,400 | |
Included in the profit for the year is approximately a loss of approximately RMB26,402,000, attributable to the additional business generated by Hongbo Aluminum Industry. Revenue for the year ended 31 December 2019 includes approximately RMB803,292,000 generated from Hongbo Aluminum Industry.
Had the acquisition been completed on 1 January 2019, total revenue of the Group for the year ended 31 December 2019 would have been approximately RMB84,495,325,000 and profit for the year would have been approximately RMB6,236,484,000. The pro forma information is for illustrative purposes only and is not necessarily an indication of revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed on 1 January 2019, nor is it intended to be a projection of future results.
- The English name of the above companies are for reference only
Interim Report 2020 | 59 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
36. PLEDGE OF ASSETS
At the end of each reporting period, certain of the Group's assets were pledged to secure banking facilities granted to the Group. The aggregate carrying amount of the assets of the Group pledged at the end of each reporting period is as follows:
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Restricted bank deposits (note 20) | 1,502,395 | 1,423,967 |
Property, plant and equipment (note 11) | 12,486,648 | 11,121,259 |
Right-of-use assets (note 12) | 297,308 | 300,980 |
37. COMMITMENTS
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Capital expenditure in respect of acquisition of property, plant and | ||
equipment | ||
- Contracted for but not provided | 2,413,124 | 2,292,296 |
60 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
38. RELATED PARTY TRANSACTIONS
Save as disclosed in elsewhere of the notes to the interim condensed consolidated financial information, the Group has the following related parties transactions.
- During the six months ended 30 June 2020, the directors of the Company are of the view that the following are related parties of the Group:
Name of party | Relationship |
Shandong Weiqiao Chuangye Group Company | note iii |
Limited ("Weiqiao Chuangye"), | |
山東魏橋創業集團有限公司 (note i) | |
Binzhou Weiqiao Technology Industrial | Controlled by Weiqiao Chuangye |
Park Company Limited ("Binzhou Industrial Park") | |
濱州魏橋科技工業園有限公司 (note i) | |
Shandong Minghong Textile Technology | Controlled by Weiqiao Chuangye |
Company Limited ("Ming Hong Textile") | |
山東銘宏紡織科技有限公司 (note i) | |
Caseman Qinhuangdao Auto Parts | note v |
Manufacturing Co., Ltd. ("Caseman") | |
凱斯曼秦皇島汽車零部件製造有限公司 |
CITIC Trust
China CITIC Bank International ("CITIC Bank")
China CITIC Bank ("China CITIC Bank")
中信銀行股份有限公司
Binzhou City Construction Investment Development Co., Ltd. ("Binzhou Investment") 濱州市公建投資開發有限公司 (note i)
Binzhou City Beihai Weiqiao Solid Waste Disposal Co., Ltd. ("Beihai Solid Waste") 濱州市北海魏橋固廢處置有限公司 (note i)
Shandong Ruixin Tendering Co., Ltd
("Shandong Ruixin") 山東瑞信招標有限公司 (note i)
Controlled by CITIC Group Corporation (note ii) Controlled by CITIC Group Corporation (note ii) Controlled by CITIC Group Corporation (note ii)
Controlled by Weiqiao Chuangye
Controlled by Weiqiao Chuangye
Controlled by Weiqiao Chuangye
Interim Report 2020 | 61 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
38. RELATED PARTY TRANSACTIONS (CONTINUED)
- During the six months ended 30 June 2020, the directors of the Company are of the view that the following are related parties of the Group: (Continued)
Name of party | Relationship |
PT. Harita Jayaraya ("Harita Jayaraya") | note iv |
PT. Cita Mineral Investindo, Tbk. | note iv |
PT. Antar Sarana Rekasa | Controlled by Harita Jayaraya |
Zhanhua Jinsha Water Supply Co., Ltd. | An associate of Weiqiao Chuangye |
("Jinsha Water Supply") | |
沾化金沙供水有限公司 (note i) | |
Innovation Carbon New Material | An associate of a wholly-owned subsidiary of the Company |
Africa Bauxite Mining Company Ltd ("ABM") | An associate of a wholly-owned subsidiary of the Company |
GTS Global Trading PTE Ltd ("GTS") | An associate of a wholly-owned subsidiary of the Company |
Wining Alliance Ports SA ("WAP") | An associate of a wholly-owned subsidiary of the Company |
Societe Miniere de Boke S.A ("SMB") | An associate of a wholly-owned subsidiary of the Company |
Zouping Binneng Energy Technology Co., Ltd | An associate of a wholly-owned subsidiary of the Company |
("Binneng Energy") (note i) |
Notes:
- The English names of the above companies are for reference only.
- CTI Capital Management Limited and its related company, CNCB (Hong Kong) Investment Limited, currently holding 877,184,826 shares of the Company, representing 10.23% of the total issued shares of the Company, are both indirect subsidiaries of CITIC Group Corporation and therefore CITIC Group Corporation is a connected person of the Group.
- Mr. Zhang Bo, the director of the Company, has a significant non-controlling beneficial interest in Weiqiao Chuangye, and is also the director of Weiqiao Chuangye.
- Harita Jayaraya has a significant non-controlling beneficial interest in PT Well Harvest Winning Alumina Refinery, a subsidiary of the Group.
- On 13 December 2019, CITIC Industrial Investment Ningbo Co., Ltd, an indirect wholly-owned subsidiary of CITIC Group Corporation, entered into a share transfer agreement with an independent third party to sell 57.89% equity interest in CITIC Dicastal Co., Ltd, an immediate holding company of Caseman. Since then, Caseman is no longer be the related party to the Group.
62 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
38. RELATED PARTY TRANSACTIONS (CONTINUED)
- During the six months ended 30 June 2020, the directors of the Company are of the view that the following are related parties of the Group: (Continued)
During the reporting period, the Group entered into the following transactions with related parties:
Six months ended 30 June | ||||
2020 | 2019 | |||
Notes | RMB'000 | RMB'000 | ||
(Unaudited) | (Unaudited) | |||
Purchases of water | ||||
- Jinsha Water Supply | (b) | (11,780) | (7,418) | |
- Weiqiao Chuangye | (b) | (18,561) | (20,000) | |
Industrial waste expenses | ||||
- Beihai Solid Waste | (b) | (51,371) | (22,913) | |
Purchases of bauxite | ||||
- GTS | (g) | (4,439,334) | (7,878,872) | |
- PT. Cita Mineral Investindo, Tbk. | (b) | (120,684) | - | |
Purchase of electricity | ||||
- Binneng Energy | (g) | (4,606,942) | - | |
Purchase of anode carbon block | ||||
- Innovation Carbon New Material | (g) | (245,037) | (79,047) | |
Sales of steam | ||||
- Binzhou Industrial Park | (a) | 5,212 | 8,208 | |
- Ming Hong Textile | (a) | 1,771 | 1,835 | |
- Binzhou Investment | (a) | 15,179 | 12,787 | |
Sales of electricity | ||||
- Innovation Carbon New Material | (g) | - | 1,159 | |
Sales of molten aluminum alloy | ||||
- Caseman | (f) | - | 1,347,470 | |
Interim Report 2020 | 63 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
38. RELATED PARTY TRANSACTIONS (CONTINUED)
- During the six months ended 30 June 2020, the directors of the Company are of the view that the following are related parties of the Group: (Continued)
During the reporting period, the Group entered into the following transactions with related parties: (Continued)
Six months ended 30 June | ||||
2020 | 2019 | |||
Notes | RMB'000 | RMB'000 | ||
(Unaudited) | (Unaudited) | |||
Legal and professional fee | ||||
- Shandong Ruixin | (a) | (2,387) | (2,621) | |
Lease payment | ||||
- Weiqiao Chuangye | (a), (c) | (1,307) | (1,301) | |
- Harita Jayaraya | (b), (d) | (717) | (616) | |
- PT. Antar Sarana Rekasa | (b), (e) | (4,435) | (1,457) | |
Bank interest income | ||||
- China CITIC Bank | (a) | 212 | 390 | |
Interest income from an associate | ||||
- Binneng Energy | (g) | 75,708 | - | |
Interest expenses on bank borrowings | ||||
- CITIC Bank | (a) | (19,544) | (78,774) | |
- China CITIC Bank | (a) | (168,236) | (186,148) | |
Purchases of collective investment trust | ||||
- CITIC Trust | (b) | (1,000,000) | - | |
Investment income | ||||
- CITIC Trust | (b) | 33,484 | - | |
64 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
38. RELATED PARTY TRANSACTIONS (CONTINUED)
- During the six months ended 30 June 2020, the directors of the Company are of the view that the following are related parties of the Group: (Continued)
During the reporting period, the Group entered into the following transactions with related parties: (Continued)
Notes:
- The related party transactions in respect of (a) above constitute connected transactions or continuing connected transactions under Chapter 14A of the Listing Rules, however, they are exempt from the disclosure requirements in Chapter 14A of the Listing Rules in accordance with the provisions such as Rule 14A.76 of the Listing Rules.
- The related party transactions in respect of (b) above constitute connected transactions or continuing connected transactions under Chapter 14A of the Listing Rules and have complied with the disclosure requirements of Chapter 14A of the Listing Rules.
- For the year ended 31 December 2019, the Group entered into a twenty-five-year lease in respect of certain properties from Weiqiao Chuangye. The amount of rent payable by the Group under the lease is approximately RMB237,000 per month. As at 30 June 2020, the carrying amount of such lease liabilities is approximately RMB43,490,000 (31 December 2019: RMB44,236,000).
- For the year ended 31 December 2019, the Group entered into a two-year lease in respect of certain properties in Indonesia. The amount of rent payable by the Group under the lease is approximately RMB101,000 per month. As at 30 June 2020, the carrying amount of such lease liabilities is approximately RMB513,000 (31 December 2019: RMB1,124,000).
- For the year ended 31 December 2019, the Group entered into three leases ranging from 2 to 3 years in respect of vessels, crew boats and crane barge in Indonesia. The amount of rent payable by the Group under these leases are in aggregate approximately RMB752,000 per month. As at 30 June 2020, the carrying amount of such lease liabilities is approximately RMB12,394,000 (31 December 2019: RMB16,706,000).
- On 13 December 2019, CITIC Group Corporation's indirect wholly-owned subsidiaries CITIC Industrial and Industrial Ningbo entered into the Share Transfer Agreement and agreed to sell CITIC Dicastal, an immediate holding company of Caseman. Caseman is no longer be the related party to the Group.
- The related party transactions in respect of (g) above do not constitute connected transactions or continuing connected transactions under Chapter 14A of the Listing Rules.
The following balances were outstanding at the end of the reporting period:
As at | As at | ||
30 June 2020 31 December 2019 | |||
RMB'000 | RMB'000 | ||
(Unaudited) | (Audited) | ||
Bank balances | |||
- CITIC Bank (note i) | 20,557 | 194,744 | |
- China CITIC Bank (note ii) | 536,284 | 95,075 | |
Bank borrowings | |||
- CITIC Bank (notes iii and v) | (743,348) | (732,501) | |
- China CITIC Bank (notes iv and v) | (6,321,208) | (6,435,000) | |
Interim Report 2020 | 65 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
38. RELATED PARTY TRANSACTIONS (CONTINUED)
- During the six months ended 30 June 2020, the directors of the Company are of the view that the following are related parties of the Group: (Continued)
The following balances were outstanding at the end of the reporting period: (Continued)
As at | As at | ||
30 June 2020 31 December 2019 | |||
RMB'000 | RMB'000 | ||
(Unaudited) | (Audited) | ||
Loans to associates | |||
- ABM | 778,745 | 767,382 | |
- Binneng Energy | 2,000,000 | 2,000,000 | |
Trade payables | |||
- GTS | (679,630) | (127,236) | |
- Innovation Carbon New Material | (159,811) | (76,031) | |
- Jinsha Water Supply | (3,885) | (2,624) | |
- Weiqiao Chuangye | (15,956) | (11,292) | |
- PT. Cita Mineral Investindo, Tbk. | (41,112) | (38,942) | |
Trade receivables | |||
- Binzhou Investment | 247 | - | |
- Ming Hong Textile | 62 | 114 | |
Receivables from financial institution | |||
- CITIC Trust | - | 1,000,000 | |
Financial asset at FVTPL | |||
- CITIC Trust | - | 2,005 | |
Financial asset at amortised cost | |||
- CITIC Trust | 1,000,000 | - | |
Prepayment | |||
- Binneng Energy | 3,232,612 | 2,438,457 | |
66 | China Hongqiao Group Limited |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
38. RELATED PARTY TRANSACTIONS (CONTINUED)
- During the six months ended 30 June 2020, the directors of the Company are of the view that the following are related parties of the Group: (Continued)
The following balances were outstanding at the end of the reporting period: (Continued)
Notes:
- The bank balances of CITIC Bank were interest-free.
- The bank balances of China CITIC Bank were interest bearing at normal interest rate of 0.3% per annum (31 December 2019: 0.3% per annum).
- The bank borrowings of CITIC Bank were interest bearing at normal interest rates range from 5.11% to 5.17% per annum (31 December 2019: 5.9% to 6.5% per annum).
- The bank borrowings of China CITIC Bank was interest bearing at normal interest rate ranged from 2.05% to 5.23% per annum (31 December 2019: 4.32% to 5.25% per annum).
- The related party transactions constitute connected transactions or continuing connected transactions as defined in Chapter 14A of the Listing Rules, however, they are fully exempt from the disclosure requirements in Chapter 14A.90 of the Listing Rules as the transaction terms are in normal commercial terms and are not secured by assets of the Group.
-
Compensation of key management personnel
Key management personnel including directors and senior staff management of the Company.
Six months ended 30 June | ||
2020 | 2019 | |
RMB'000 | RMB'000 | |
(Unaudited) | (Unaudited) | |
Short term employee benefit | 2,069 | 2,728 |
Retirement benefits scheme contributions | 11 | 32 |
2,080 | 2,760 | |
Interim Report 2020 | 67 |
Notes to the Interim Condensed Consolidated Financial Information (Unaudited)
For the six months ended 30 June 2020
38. RELATED PARTY TRANSACTIONS (CONTINUED)
- Guarantees and security
At the end of the reporting period, details of amounts of bank borrowings of the Group guaranteed by a related party were as follows:
As at | As at | |
30 June 2020 31 December 2019 | ||
RMB'000 | RMB'000 | |
(Unaudited) | (Audited) | |
Weiqiao Chuangye | 299,000 | 299,000 |
39. MAJOR NON-CASH TRANSACTIONS
During the six months ended 30 June 2020, the Group incorporated an indirect non-wholly owned subsidiary, Hongao Automobile Lightweight, with an independent third party. The non-controlling interest made that a non- cash consideration of approximately RMB6,100,000 which represented intangible assets and the Group recognised capital reserve of RMB70,000 and non-controlling interests of RMB6,030,000.
During the six months ended 30 June 2020, the Group purchased a collective investment trust which issued by CITIC Trust at a consideration of RMB1,000,000,000. The consideration was settled from the receivables from financial institution which was included in prepayment and other receivables as at 31 December 2019.
68 | China Hongqiao Group Limited |
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