Interim Report
2020
CORPORATE INFORMATION
Directors
Executive Directors
Mr. WU Zhen Shan (Chairman)
Mr. WU Zhen Ling
Mr. ZHANG Zhen Hai
Independent Non-Executive Directors
Mr. TIAN Chong Hou
Mr. WANG Ping
Mr. CHEUNG Ying Kwan
Company Secretary
Mr. CHEUNG Siu Yiu, FCPA, FCCA, FCA
Authorised Representatives
Mr. WU Zhen Shan
Mr. CHEUNG Siu Yiu
Audit Committee
Mr. CHEUNG Ying Kwan (Chairman)
Mr. TIAN Chong Hou
Mr. WANG Ping
Remuneration Committee
Mr. TIAN Chong Hou (Chairman)
Mr. WU Zhen Shan
Mr. WU Zhen Ling
Mr. WANG Ping
Mr. CHEUNG Ying Kwan
Nomination Committee
Mr. WU Zhen Shan (Chairman)
Mr. WU Zhen Ling
Mr. TIAN Chong Hou
Mr. WANG Ping
Mr. CHEUNG Ying Kwan
Company Website
www.tian-shan.com
Head Office and Principal Place of Business in China
No. 109 Tianshan Avenue
Shijiazhuang Hi-Tech Industry
Development Zone
Shijiazhuang, Hebei Province
China
Principal Place of Business in Hong Kong
Suite 801, 8/F, Everbright Centre 108 Gloucester Road Wanchai
Hong Kong
Auditors
KPMG
Certified Public Accountants
Registered Office in the Cayman Islands
Clifton House, 75 Fort Street
PO Box 1350, Grand Cayman KY1-1108
Cayman Islands
Principal Share Register and
Transfer Office in the Cayman
Islands
Estera Trust (Cayman) Limited
Clifton House, 75 Fort Street
PO Box 1350, Grand Cayman KY1-1108
Cayman Islands
Hong Kong Branch Share Register and Transfer Office
Tricor Investor Services Limited
Level 54, Hopewell Centre
183 Queen's Road East
Hong Kong
Interim Report 2020 1
The board of directors (the "Board") of Tian Shan Development (Holding) Limited (the "Company") is pleased to announce the unaudited consolidated results of the Company and its subsidiaries (collectively, the "Group") for the six months ended 30 June 2020 together with the comparative figures for the corresponding period in 2019. The unaudited interim financial report set out on pages 15 to 38 has been reviewed by the audit committee of the Company.
FINANCIAL HIGHLIGHTS
For the six months | |||||
ended 30 June | |||||
2020 | 2019 | Change | |||
RMB'000 | RMB'000 | % | |||
(Unaudited) | (Unaudited) | ||||
Revenue | 1,450,927 | 1,354,196 | 7.1 | ||
Loss for the period | (3,562) | (14,587) | (75.6) | ||
Contracted sales during the period | 2,467,690 | 3,940,647 | (37.4) | ||
Basic loss per share (RMB cents) | (2.14) | (0.72) | 197.2 | ||
BUSINESS REVIEW AND PROSPECTS
Market Review
During the period under review (the "Period"), the outbreak of the COVID-19 pandemic in the PRC and worldwide brought vast uncertainties to the economies around the globe. Maintaining stable and healthy development of the real estate market is one of the keys to resume and stabilise the economy of the PRC. Benefiting from the efficient and effective joint prevention and control mechanism adopted, the COVID-19 pandemic is under control within the territories of the PRC. Economic activities have been resumed to a satisfactory status in the PRC. According to the data from the National Bureau of Statistics (the "NBS"), gross domestic product (GDP) for the first half of 2020 decreased by 1.6% year-on-year.
For the six months ended 30 June 2020, the real estate industry policies remain generally stable. According to the data from the NBS, the sales area of commodity housing in the PRC reached 694.0 million square meters, representing a year-on-year decrease of 8.4%. The volume of commodity housing transactions amounted to RMB6,689.5 billion, representing a year-on-year decrease of 5.4%.
2 Tian Shan Development (Holding) Limited
Property development and investment
As at 30 June 2020, the Group had numerous property projects under development, which were primarily located in Shijiazhuang, Tianjin, Yinchuan and Yangzhou.
The total contracted sales amount for the six months ended 30 June 2020 was approximately RMB2,467.7 million (six months ended 30 June 2019: approximately RMB3,940.6 million) which decreased significantly by 37.4% as compared over the same period last year. The decrease in contracted sales during the Period was primarily due to the impact of lockdown measures which hindered sales activities under the COVID-19 pandemic. The contracted sales were primarily contributed by the sale and pre-sale of property projects, namely Yinchuan • Tian Shan Guanlan Yuan, World No. One, Yinchuan • Xing Qing Tian Shan Auspicious Lake, Jiu Long Fu Di, etc.
Hebei Changxin Real Estate Development Company Limited ("Hebei Changxin"), an indirect wholly-owned subsidiary of the Company, acquired the land use rights for a parcel of land for urban residential purpose located in the PRC on 9 June 2017. In 2019, Hebei Changxin proposed to the original assignor of land to terminate the original land transfer agreement. Both parties entered into a termination agreement for the land on 28 February 2020 at a consideration of RMB528.0 million, of which RMB300.0 million was received by the Group up to 30 June 2020 with the remaining balance of RMB228.0 million is expected to be collected in the second half of year 2020. Further details are set out in the Company's announcement dated 28 February 2020.
During the six months ended 30 June 2020, the Group has replenished its land bank by acquiring certain new residential, commercial and industrial land parcels through auction/ bidding/tender in Shijiazhuang, Yinchuan and Xingtai in aggregate consideration of RMB135.0 million with estimated salable gross floor area of approximately 212,800 sq.m. which are intended to be developed for sale in two to three years' time.
Prospects
Notwithstanding the benefit from continued joint and prevention measures, the effective control of the COVID-19 pandemic in the PRC and the gradual recovery of overall business operations of the Group, the Directors are of the view that the competition in the PRC real estate market will be more fierce as stringent regulation on real estate developers' financing continued and property developers may launch new projects faster to encourage cash collection.
Interim Report 2020 3
The central government has reiterated policy principle of "houses are not for speculation, but for living". Therefore, the government is expected to continue introducing policies with the objectives of stabilising land and housing selling prices.
In the future, the Group will continue to follow the national policy, combine its competitive advantages and market positioning, focus on the Beijing-Tianjin-Hebei region, strategically increase presence in Yinchuan and Yangzhou markets, and vigorously enhance its market share where its business locates. Meanwhile, the Group will continue to maintain sound cash flow of the Company and ensure its sustainable and healthy development.
FINANCIAL REVIEW
The Group's revenue increased by approximately 7.1% to approximately RMB1,450.9 million from RMB1,354.2 million as compared with the same period of last year. The increase in revenue during the Period was mainly due to the increased number of completed properties delivered to the customers as compared with the same period last year. During the Period, the Group's revenue was principally derived from the sales and delivery of residential property projects, namely Yinchuan • Xing Qing Tian Shan Auspicious Lake, Yinchuan • Tian Shan Auspicious Lake, Yinchuan • Tian Shan Ambassador House, Haixing • Tian Shan Auspicious Lake, Xingtai • TianShan Suspicious Lake • Wuji • Tian Shan Auspicious Lake, etc.
The cost of sales increased by approximately 14.3% to approximately RMB1,121.6 million from RMB980.9 million as compared with the same period of last year. The increase commensurates with the increase in revenue during the six months ended 30 June 2020.
As a result of the foregoing, the amount of the gross profit decreased to approximately RMB329.3 million from RMB373.3 million in the same period of last year. The gross profit margin for the current period decreased to approximately 22.7% as compared with 27.6% for the same period of the preceding year. The decrease in gross profit margin was mainly due to lower average selling prices of the Group when delivering certain initial batches residential properties in Yinchuan, Ningxia, which were sold at comparatively lower prices to attract customers, as one of the Group's sales strategies during the Period.
The Group's selling and marketing expenses decreased by approximately 14.3% to RMB135.8 million for the Period from RMB158.3 million for the same period of last year. The decrease was primarily due to the fact that less advertising and promotion expenses were spent by the Group during the first quarter under the serious impact of COVID-19 pandemic.
4 Tian Shan Development (Holding) Limited
The Group's administrative expenses decreased by approximately 25.8% to RMB134.2 million from RMB180.7 million for the same period of last year. The decrease was primarily due to the continued work of the Group from the prior year in reviewing its human resources structure and cutting down headcounts to achieve a more efficient and cost saving size of administrative positions, therefore, the salaries and wages expenses decreased by approximately RMB36.0 million as compared with the same period last year.
During the Period, the Group recorded RMB45.9 million for the Corporate Income Tax ("CIT") and Land Appreciation Tax ("LAT") in the PRC after considering the estimated effective CIT and LAT for the Period (six months ended 30 June 2019: RMB33.0 million). The increase of approximately RMB12.9 million or 39.1% as compared with the corresponding period in 2019 was mainly due to the increase in PRC CIT and LAT.
As a result of the above, the Group recorded a net loss of approximately RMB3.6 million for the Period as compared with RMB14.6 million for the same period of last year.
Financial Resources, Liquidity and Gearing Ratio
The Group financed its property projects primarily through the shareholders equity, bank and other borrowings, promissory note and sales/pre-sales proceeds from completed properties/ properties under development.
As at 30 June 2020, the gearing ratio (calculated as net debt divided by adjusted capital) is as follows:
At 30 June | At 31 December |
2020 | 2019 |
RMB'000 | RMB'000 |
Total bank and other borrowings Promissory notes
Bond payables
Less: Cash and cash equivalents
Net debt
Total equity
Net debt-to-capital ratio
6,707,689 6,928,853
303,635 299,205
294,241 323,485
(1,012,282) (1,425,193)
6,293,283 6,126,350
2,217,791 2,240,289
2.842.73
Interim Report 2020 5
The gearing ratio increased slightly from 2.73 to 2.84 primarily due to the net effect of the decrease in bank and other loans of approximately RMB221.2 million, the decrease in bond payables of approximately RMB29.2 million and the decrease in cash and cash equivalents by approximately RMB412.9 million.
Current Assets and Liabilities
As at 30 June 2020, the Group had total current assets of approximately RMB27,305.4 million (31 December 2019: RMB27,572.6 million), comprising mainly inventories, trade and other receivables, short-term investments, restricted cash and cash and cash equivalents.
As at 30 June 2020, the Group had total current liabilities of approximately RMB24,080.2 million (31 December 2019: RMB23,882.0 million), comprising mainly bank and other borrowings, trade and other payables, contract liabilities and taxation payable.
As at 30 June 2020, the current ratio (calculated as the total current assets divided by the total current liabilities) was 1.13 (31 December 2019: 1.15).
Employees' Remuneration and Benefits
As at 30 June 2020, the Group employed a total of 1,649 employees (31 December 2019: 1,986 employees). The compensation package of the employees includes basic salary and bonus which depends on the employee's actual achievement against target. In general, the Group offered competitive salary package, social insurance, pension scheme to its employees based on the current market salary levels. A share option scheme, adopted in 2010 for employees of the Group, expired on 15 June 2020.
Foreign Exchange and Currency Risks
The Group's businesses are principally conducted in Renminbi, therefore, the Group was not exposed to significant foreign currency exchange risks as of 30 June 2020 and the Group did not employ any financial instruments for hedging purposes.
In addition, Renminbi is not a freely convertible currency and the PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. Changes in the foreign exchange control system may prevent the Group from satisfying sufficient foreign currency demands of the Group.
6 Tian Shan Development (Holding) Limited
Interest Rates and Interest Rate Risks
The Group's borrowings (including bank loans, other loans, promissory notes and bond payables) are primarily at fixed interest rates ranged from 4.75% to 13.35% per annum.
The Group does not carry out any hedging activities to manage its interest rate exposure.
Capital Expenditure
During the six months ended 30 June 2020, the Group incurred capital expenditure in the amount of approximately RMB1,373.1 million comprising primarily the Group's addition in property, plant and equipment, and the land and development costs of the Group's property projects.
Charge on Assets
As at 30 June 2020, the Group had restricted cash of RMB454.5 million (31 December 2019: RMB405.3 million) deposited with certain banks as guarantee deposits against certain bank and other loans, bills payable, and mortgage loan facilities granted by the banks to purchasers of the Group's properties. In addition, the Group's inventories, property, plant and equipment, and investment properties in aggregate of approximately RMB8,672.5 million (31 December 2019: RMB8,284.8 million) were secured against the bank and other loans of the Group.
As at 30 June 2020, the Group had also charged certain of its investment properties and inventories in aggregate of approximately RMB63.9 million (31 December 2019: RMB82.1 million) in favour of a bank for its grant of banking facilities of RMB40.0 million (31 December 2019: RMB90.0 million) to a related party.
Contingent Liabilities
Except for the guarantees given to banks for mortgage facilities granted to purchasers of the Group's properties of RMB8,372.2 million (31 December 2019: RMB7,755.7 million) and the guarantee provided to a bank in respect of banking facility granted to a related party of RMB40.0 million (31 December 2019: RMB90.0 million), the Group had no material contingent liability as at 30 June 2020.
Substantial Acquisitions and Disposals
The Group had not participated in any substantial acquisitions and disposals of subsidiaries, associates and joint ventures during the six months ended 30 June 2020.
Significant Investments
The Group did not hold any significant investments and there were no intended plans for material investments which were expected to be carried out in the coming year.
Interim Report 2020 7
INTERESTS AND SHORT POSITIONS OF THE DIRECTORS AND THE CHIEF EXECUTIVES IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONS
As at 30 June 2020, the interests and short positions of the Directors and/or chief executives of the Company in any shares, underlying shares and debentures of the Company and any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong (the "SFO")) which require notification pursuant to Divisions 7 and 8 of Part XV of the SFO, or which are required, pursuant to Section 352 of Part XV of the SFO, to be entered in the register kept by the Company, or which are required to be notified to the Company and the Stock Exchange pursuant to the Model Code were as follows:
1. Interests in the Company
- Shares
Percentage of | |||
issued share | |||
Name of Director | capital of | ||
of the Company | Nature of interest | No. of shares | the Company |
WU Zhen Shan | Interest of a controlled | 750,000,000 (note 1) | 74.56% |
corporation | Long Position | ||
WU Zhen Ling | Interest of a controlled | 750,000,000 (note 1) | 74.56% |
corporation | Long Position | ||
ZHANG Zhen Hai | Interest of a controlled | 750,000,000 (note 1) | 74.56% |
corporation | Long Position |
Note 1: The shares of the Company (the "Shares") are beneficially held by Neway Enterprises Limited ("Neway Enterprises"). Neway Enterprises is a company incorporated in the British Virgin Islands and is owned as to 25% by Mr. WU Zhen Shan, 25% by Mr. WU Zhen Ling and 25% by Mr. ZHANG Zhen Hai and all of them being directors of Neway Enterprises. Since these three Directors exercise or control the exercise of entire voting right at general meetings of Neway Enterprises, each of them is deemed to be interested in the Shares held by Neway Enterprises by virtue of Part XV of the SFO.
8 Tian Shan Development (Holding) Limited
2. Interest in associated corporations
Name of | Number of | Percentage of | |
Name of Director | associated corporation | shares | shareholding |
WU Zhen Shan | Neway Enterprises | one | 25% |
WU Zhen Ling | Neway Enterprises | one | 25% |
ZHANG Zhen Hai | Neway Enterprises | one | 25% |
Save as disclosed above, as at 30 June 2020, none of the directors or chief executives of the Company had any interests or short positions 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 would be required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, or which would be required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
SUBSTANTIAL SHAREHOLDERS' AND OTHER PERSONS' INTERESTS IN SHARES AND UNDERLYING SHARES
As at 30 June 2020, the following interests of 5% or more of the issued share capital and share options of the Company were recorded in the register of interests required to be kept by the Company pursuant to Section 336 of the SFO:
Long positions: | |||
Percentage of | |||
the Company's | |||
Name of shareholder | Number of | issued share | |
of the Company | Nature of interest | shares held | capital |
Neway Enterprises | Beneficial | 750,000,000 | 74.56% |
Interim Report 2020 9
Save as disclosed above, as at 30 June 2020, no person, other than the directors of the Company, whose interests are set out in the section "Interests and short positions of the Director and the chief executives in shares, underlying shares and debentures of the Company and its associated corporations" above, had registered an interest or a short position in the shares or underlying shares of the Company that was required to be recorded under Section 336 of the SFO.
PREIPO SHARE OPTION SCHEME
On 16 June 2010, the Company adopted the Pre-IPO Share Option Scheme and on the same date, options to subscribe for an aggregate of 6,000,000 shares of the Company have been granted. The options can be exercised for a period of 10 years from the date of the grant.
The following table discloses movements in the Company's options granted under the Pre- IPO Share Option Scheme during the Period:
Exercise | ||||||||
At | Grant | Exercised | Expired | At | Exercise | price of | ||
Name or category of | 1 January | during | during | during | 30 June | period of | share | |
participant | 2020 | the Period | the Period | the Period | 2020 | Date of grant | the share options | options |
(note f) | (HK$ per | |||||||
share) | ||||||||
Connected persons | ||||||||
WU Zhi Lan (note a) | 191,000 | - | - | 191,000 | - | 16.06.2010 | 16.01. 2011 to 15.06.2020 | 0.70 |
XU Lan Ying (note b) | 191,000 | - | - | 191,000 | - | 16.06.2010 | 16.01. 2011 to 15.06.2020 | 0.70 |
FAN Yi Mei (note c) | 191,000 | - | - | 191,000 | - | 16.06.2010 | 16.01. 2011 to 15.06.2020 | 0.70 |
WU Lan Ping (note d) | 191,000 | - | - | 191,000 | - | 16.06.2010 | 16.01. 2011 to 15.06.2020 | 0.70 |
764,000 | - | - | 764,000 | - | ||||
Other employees | ||||||||
and grantees | ||||||||
In aggregate | 4,386,000 | - | 100,000 | 4,286,000 | - | 16.06.2010 | 16.01. 2011 to 15.06.2020 | 0.70 |
Total | ||||||||
5,150,000 | - | 100,000 | 5,050,000 | - | ||||
10 Tian Shan Development (Holding) Limited
Notes:
- WU Zhi Lan is the elder sister of WU Zhen Shan and WU Zhen Ling and the spouse of ZHANG Zhen Hai.
- XU Lan Ying is the spouse of WU Zhen Shan.
- FAN Yi Mei is the spouse of WU Zhen Ling.
- WU Lan Ping is the younger sister of WU Zhen Shan and WU Zhen Ling.
- Each grantee is entitled to exercise up to 10% of the share options granted to him/her each year since the date of grant. Options which become exercisable in the relevant year are not exercised can be exercised in any of the subsequent years in whole or in part.
As at 30 June 2020, all outstanding options granted under the Pre-IPO Share Option Scheme had expired and the Company had no share options outstanding under the Pre-IPO Share Option Scheme.
SHARE OPTION SCHEME
A share option scheme (the "Share Option Scheme") was conditionally approved by resolutions in writing of the then sole shareholder of the Company on 16 June 2010, which became effective on 15 July 2010. The Share Option Scheme expired on 15 June 2020 (the "Date of Expiration"). On and prior to the Date of Expriation, the maximum number of Shares that may be issued upon exercise of all options to be granted under the Share Option Scheme and any other schemes of the Group shall not in aggregate exceed 100,000,000 Shares, being 10% of the Shares in issue as at the date of approval of the Share Option Scheme. As at the Date of Expiration, the total number of Shares available for issue under the Share Option Scheme is 100,000,000 Shares, representing 9.94% of the Shares in issue. From the commencement of the period to the Date of Expiration, no share options were granted or exercised and no share options were forfeited by the Company under the Share Option Scheme.
Interim Report 2020 11
SPECIFIC PERFORMANCE OBLIGATIONS ON THE CONTROLLING SHAREHOLDERS UNDER RULE 13.18 OF THE LISTING RULES
On 22 February 2016, the Company together with Neway Enterprises and Mr. WU Zhen Shan ("Mr. WU") entered into a facility agreement (the "Facility Agreement") with an independent third party (the "Lender") whereby the Lender agreed to provide to the Company a Hong Kong dollar 2-year term (with mutual consent by the Company and the Lender may extend for a further two years) loan facility of up to an aggregate principal amount of HK$350 million (the "Loan Facility"). On 26 October 2016, the Company together with Neway Enterprises and Mr. WU entered into an amended and restated facility agreement (the "Revised Facility Agreement") with the Lender whereby, among others, the Loan Facility was amended to an aggregate principal amount of HK$550 million (the "Revised Loan Facility"). In addition, on 13 February 2018, the Company and the Lender agreed to extend the respective repayment dates for the Revised Loan Facility for a period of two years. On 27 April 2020, among others, the Company and the Lender agreed to further extend the first tranche repayment date for a period of two years to March 2022.
The Revised Facility Agreement requires Neway Enterprises and Mr. WU, to undertake and covenant with the Company and the Lender that, among others, so long as any principal amount of the Revised Loan Facility and/or other amount due thereunder remain outstanding, it shall not, and shall procure that none of its associates shall offer, sell, allot, contract to sell any shares of the Company and that Neway Enterprises remains to be the sole absolute legal and beneficial owner of Shares of not less than 51% of the issued share capital of the Company (on a fully diluted and as converted basis) (the "Specific Performance Obligation").
It will be an event of default if Specific Performance Obligation is breached and in such case, the Lender may require that the Revised Loan Facility be matured immediately at a price equivalent to the sum of (i) the outstanding principal amount of the Revised Loan Facility; (ii) all unpaid interest on the outstanding principal amount; and (iii) any unpaid default interest accrued.
Further details of the Facility Agreement, the Revised Facility Agreement and the Specific Performance Obligation are set out in the Company's announcements dated 22 February 2016, 26 October 2016, 13 February 2018 and 27 April 2020.
12 Tian Shan Development (Holding) Limited
CHARGE OF SHARES BY CONTROLLING SHAREHOLDER UNDER RULE 13.17 OF THE LISTING RULES
As security for the obligations of the Company under the Revised Facility Agreement and the relevant finance documents, on 27 April 2020, Neway Enterprises executed a share charge, pursuant to which Neway Enterprises agreed to deposit 520,000,000 shares of the Company into a security account and charge the same in favour of the Lender. The charged shares represented approximately 51.70% of the issued share capital of the Company. Details of the charge of shares is set out in the Company's announcement dated 27 April 2020.
INTERIM DIVIDEND
The Board resolved not to declare an interim dividend for the six months ended 30 June 2020 (six months ended 30 June 2019: Nil).
PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES
Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities during the six months ended 30 June 2020.
MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS
The Company has adopted 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 of Hong Kong Limited (the "Listing Rules") as its own code of conduct regarding directors' securities transactions.
The Company confirms that, having made specific enquiry of all the directors of the Company (the "Directors"), the Directors have complied with the required standards as set out in the Model Code throughout the six months ended 30 June 2020.
Interim Report 2020 13
CORPORATE GOVERNANCE
In the opinion of the Board, the Company has complied with the code provisions of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules throughout the six months ended 30 June 2020.
IMPORTANT EVENTS AFTER THE REPORTING PERIOD
The Board is not aware of any important event affecting the Group which has occurred subsequent to 30 June 2020 and up to the date of this report.
AUDIT COMMITTEE
The audit committee of the Company comprises three independent non-executive Directors, namely Mr. Tian Chong Hou, Mr. Wang Ping and Mr. Cheung Ying Kwan. The principal duties of the audit committee include the review of the Company's financial reporting procedures, risk management and internal controls systems and financial results of the Group. The unaudited condensed consolidated interim financial report has been reviewed by the audit committee.
By order of the Board
Tian Shan Development (Holding) Limited
Wu Zhen Shan
Chairman
Hong Kong
28 August 2020
14 Tian Shan Development (Holding) Limited
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
for the six months ended 30 June 2020 - unaudited (Expressed in Renminbi)
Six months ended 30 June | ||||
2020 | 2019 | |||
Note | RMB'000 | RMB'000 | ||
Revenue | 5 | 1,450,927 | 1,354,196 | |
Cost of sales | (1,121,586) | (980,868) | ||
Gross profit | 329,341 | 373,328 | ||
Other net income | 18,120 | 22,173 | ||
Selling and marketing expenses | (135,770) | (158,341) | ||
Administrative expenses | (134,194) | (180,738) | ||
Profit from operations | 77,497 | 56,422 | ||
Finance income | 11,689 | 9,960 | ||
Finance expenses | (46,877) | (47,996) | ||
Net finance expenses | 6(a) | (35,188) | (38,036) | |
Profit before taxation | 6 | 42,309 | 18,386 | |
Income tax | 7 | (45,871) | (32,973) | |
Loss for the period | (3,562) | (14,587) | ||
Attributable to: | ||||
Equity shareholders of the Company | (21,519) | (7,235) | ||
Non-controlling interests | 17,957 | (7,352) | ||
Loss for the period | (3,562) | (14,587) | ||
Loss per share (RMB cents) | 9 | |||
Basic | (2.14) | (0.72) | ||
Diluted | (2.14) | (0.72) | ||
The notes on pages 24 to 38 form part of this interim financial report.
Interim Report 2020 15
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
for the six months ended 30 June 2020 - unaudited (Expressed in Renminbi)
Six months ended 30 June | ||||
2020 | 2019 | |||
RMB'000 | RMB'000 | |||
Loss for the period | (3,562) | (14,587) | ||
Other comprehensive income for the period | ||||
Item that may be reclassified subsequently to profit or loss: | ||||
Exchange differences on translation of financial statements | ||||
of foreign subsidiaries | (19,000) | 12,733 | ||
Other comprehensive income for the period | (19,000) | 12,733 | ||
Total comprehensive income for the period | (22,562) | (1,854) | ||
Attributable to: | ||||
Equity shareholders of the Company | (40,519) | 5,498 | ||
Non-controlling interests | 17,957 | (7,352) | ||
Total comprehensive income for the period | (22,562) | (1,854) | ||
The notes on pages 24 to 38 form part of this interim financial report.
16 Tian Shan Development (Holding) Limited
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 30 June 2020 - unaudited (Expressed in Renminbi)
At 30 June | At 31 December | ||
2020 | 2019 | ||
Note | RMB'000 | RMB'000 | |
Non-current assets | |||
Property, plant and equipment and | |||
leasehold land | 10 | 1,423,087 | 1,423,186 |
Investment properties | 11 | 568,462 | 568,462 |
Other financial assets | 12 | 293,640 | 293,640 |
Deferred tax assets | 117,217 | 117,291 | |
2,402,406 | 2,402,579 | ||
Current assets | |||
Inventories | 13 | 20,216,088 | 20,440,708 |
Contract costs | 110,665 | 93,089 | |
Trade and other receivables | 14 | 3,946,074 | 3,645,936 |
Prepaid tax | 553,421 | 484,066 | |
Restricted cash | 15 | 1,466,836 | 1,483,567 |
Cash and cash equivalents | 1,012,282 | 1,425,193 | |
27,305,366 | 27,572,559 | ||
Current liabilities | |||
Bank loans - secured | 16 | 1,324,611 | 1,527,636 |
Other loans - secured | 17 | 2,448,492 | 2,223,056 |
Trade and other payables | 18 | 7,596,248 | 8,455,707 |
Contract liabilities | 11,954,593 | 11,033,493 | |
Promissory notes | 303,635 | 120,335 | |
Bond payables | 73,515 | 87,914 | |
Lease liabilities | 3,320 | 3,474 | |
Taxation payable | 375,806 | 430,337 | |
24,080,220 | 23,881,952 | ||
Net current assets | 3,225,146 | 3,690,607 | |
Total assets less current liabilities | 5,627,552 | 6,093,186 | |
Interim Report 2020 17
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION (Continued)
at 30 June 2020 - unaudited (Expressed in Renminbi)
At 30 June | At 31 December | ||
2020 | 2019 | ||
Note | RMB'000 | RMB'000 | |
Non-current liabilities | |||
Bank loans - secured | 16 | 2,078,068 | 1,988,450 |
Other loans - secured | 17 | 856,518 | 1,189,711 |
Promissory notes | - | 178,870 | |
Bond payables | 220,726 | 235,571 | |
Lease liabilities | 8,578 | 10,625 | |
Deferred tax liabilities | 245,871 | 249,670 | |
3,409,761 | 3,852,897 | ||
NET ASSETS | 2,217,791 | 2,240,289 | |
CAPITAL AND RESERVES | |||
Share capital | 87,195 | 87,186 | |
Reserves | 2,099,698 | 2,140,162 | |
Total equity attributable to equity | |||
shareholders of the Company | 2,186,893 | 2,227,348 | |
Non-controlling interests | 30,898 | 12,941 | |
TOTAL EQUITY | 2,217,791 | 2,240,289 | |
The notes on pages 24 to 38 form part of this interim financial report.
18 Tian Shan Development (Holding) Limited
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 June 2020 - unaudited (Expressed in Renminbi)
Attributable to equity shareholders of the Company | ||||||||||||||
Other | PRC | Share-based | Fair value | Non- | ||||||||||
Share | Exchange | capital | statutory | compensation | reserve (non- | Retained | controlling | |||||||
Share capital | premium | reserve | reserve | reserve | reserve | recycling) | profits | Sub-total | interest | Total | ||||
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | ||||
Balance at 1 January 2020 | 87,186 | 24,626 | (76,782) | 106,570 | 418,139 | 4,203 | 15,615 | 1,647,791 | 2,227,348 | 12,941 | 2,240,289 | |||
Changes in equity for the six months ended | ||||||||||||||
30 June 2020: | ||||||||||||||
Loss for the period | - | - | - | - | - | - | - | (21,519) | (21,519) | 17,957 | (3,562) | |||
Other comprehensive income | - | - | (19,000) | - | - | - | - | - | (19,000) | - | (19,000) | |||
Total comprehensive income for the year | - | - | (19,000) | - | - | - | - | (21,519) | (40,519) | 17,957 | (22,562) | |||
Equity settled share-based payment | 9 | 150 | - | - | - | (95) | - | - | 64 | - | 64 | |||
Transfer between reserves | - | - | - | - | - | (4,108) | - | 4,108 | - | - | - | |||
At 30 June 2020 | 87,195 | 24,776 | (95,782) | 106,570 | 418,139 | - | 15,615 | 1,630,380 | 2,186,893 | 30,898 | 2,217,791 | |||
Interim Report 2020 19
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY (Continued)
for the six months ended 30 June 2020 - unaudited (Expressed in Renminbi)
Attributable to equity shareholders of the Company | ||||||||||||
Other | PRC | Share-based | ||||||||||
Share | Share | Exchange | capital | statutory | compensation | Non-controlling | ||||||
capital | premium | reserve | reserve | reserve | reserve | Retained profits | Sub-total | interest | Total | |||
Note | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | ||
Balance at 1 January 2019 | 87,186 | 67,372 | (46,873) | 110,070 | 390,320 | 4,174 | 1,781,390 | 2,393,639 | 21,557 | 2,415,196 | ||
Changes in equity for the six | ||||||||||||
months ended 30 June 2019: | ||||||||||||
Loss for the period | - | - | - | - | - | - | (7,235) | (7,235) | (7,352) | (14,587) | ||
Other comprehensive income | - | - | 12,733 | - | - | - | - | 12,733 | - | 12,733 | ||
Total comprehensive income for the year | - | - | 12,733 | - | - | - | (7,235) | 5,498 | (7,352) | (1,854) | ||
Acquisition from non-controlling interests | - | - | - | (3,500) | - | - | - | (3,500) | (2,450) | (5,950) | ||
Equity settled share-based payment | - | - | - | - | - | 74 | - | 74 | - | 74 | ||
Dividend declared | 8(b) | - | (42,746) | - | - | - | - | - | (42,746) | - | (42,746) | |
At 30 June 2019 | ||||||||||||
87,186 | 24,626 | (34,140) | 106,570 | 390,320 | 4,248 | 1,774,155 | 2,352,965 | 11,755 | 2,364,720 | |||
20 Tian Shan Development (Holding) Limited
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY (Continued)
for the six months ended 30 June 2020 - unaudited (Expressed in Renminbi)
Attributable to equity shareholders of the Company | ||||||||||||
Other | PRC | Share-based | Fair value | Non- | ||||||||
Share | Share | Exchange | capital | statutory | compensation | reserve (non- | Retained | controlling | ||||
capital | premium | reserve | reserve | reserve | reserve | recycling) | profits | Sub-total | interest | Total | ||
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | ||
At 1 July 2019 | 87,186 | 24,626 | (34,140) | 106,570 | 390,320 | 4,248 | - | 1,774,155 | 2,352,965 | 11,755 | 2,364,720 | |
Changes in equity for the six months ended | ||||||||||||
31 December 2019: | ||||||||||||
Loss for the period | - | - | - | - | - | - | - | (98,545) | (98,545) | 1,186 | (97,359) | |
Other comprehensive income | - | - | (42,642) | - | - | - | 15,615 | - | (27,027) | - | (27,027) | |
Total comprehensive income for the year | - | - | (42,642) | - | - | - | 15,615 | (98,545) | (125,572) | 1,186 | (124,386) | |
Transfer to statutory reserve | - | - | - | - | 27,819 | - | - | (27,819) | - | - | - | |
Equity settled share-based payment | - | - | - | - | - | (45) | - | - | (45) | - | (45) | |
Balance at 31 December 2019 | 87,186 | 24,626 | (76,782) | 106,570 | 418,139 | 4,203 | 15,615 | 1,647,791 | 2,227,348 | 12,941 | 2,240,289 | |
The notes on pages 24 to 38 form part of this interim financial report.
Interim Report 2020 21
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
for the six months ended 30 June 2020 - unaudited (Expressed in Renminbi)
Six months ended 30 June | ||||
2020 | 2019 | |||
RMB'000 | RMB'000 | |||
Operating activities | ||||
Operating profit before working capital changes | 100,318 | 53,640 | ||
Changes in working capital: | ||||
Decrease/(increase) in inventories | 537,196 | (1,139,985) | ||
Increase in trade and other receivables | (299,661) | (443,246) | ||
Decrease in restricted cash | 16,731 | 143,542 | ||
(Decrease)/increase in trade and other payables | (450,336) | 220,845 | ||
(Increase)/decrease in contract costs | (17,576) | 2,374 | ||
Increase in contract liabilities | 921,100 | 2,080,831 | ||
Cash generated from operations | 807,772 | 918,001 | ||
PRC income tax paid | (173,482) | (280,377) | ||
Net cash generated from operating activities | 634,290 | 637,624 | ||
Investing activities | ||||
Payments for the purchase of property, | ||||
plant and equipment | (26,641) | (37,383) | ||
Proceeds from disposal of property, plant and equipment | 69 | 795 | ||
Interest received | 11,689 | 9,960 | ||
Payment for purchase of other financial assets | - | (98,670) | ||
Proceeds from redemption of short-term investments | - | 90,990 | ||
Net cash inflow from acquisition of a subsidiary | 11 | - | ||
Net cash outflow from acquisition from non-controlling | ||||
interests | - | (5,950) | ||
Net cash used in investing activities | (14,872) | (40,258) | ||
22 Tian Shan Development (Holding) Limited
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
for the six months ended 30 June 2020 - unaudited (Expressed in Renminbi)
Six months ended 30 June | |||
2020 | 2019 | ||
RMB'000 | RMB'000 | ||
Financing activities | |||
Proceeds from shares issued under share option scheme | 64 | - | |
Proceeds from new bank loans | 593,280 | 860,000 | |
Proceeds from new other loans | 452,563 | 994,854 | |
Proceeds from the issue of promissory notes | - | 172,917 | |
Proceeds from the issue of bond | 3,424 | 15,387 | |
Repayment of bond | (37,210) | (39,484) | |
Repayment of bank loans | (706,687) | (966,664) | |
Repayment of other loans | (565,776) | (1,575,698) | |
Capital (returned to)/contribution from limited partners | (416,600) | 76,800 | |
Capital element of lease rentals paid | (2,201) | (1,786) | |
Interest element of lease rentals paid | (694) | (711) | |
Interest paid | (352,568) | (370,627) | |
Net cash used in financing activities | (1,032,405) | (835,012) | |
Net decrease in cash and cash equivalents | (412,987) | (237,646) | |
Cash and cash equivalents at 1 January | 1,425,193 | 1,237,827 | |
Effect of foreign exchange rate changes | 76 | 17,811 | |
Cash and cash equivalents at 30 June | 1,012,282 | 1,017,992 | |
The notes on pages 24 to 38 form part of this interim financial report.
Interim Report 2020 23
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
for the six months ended 30 June 2020
(Expressed in Renminbi unless otherwise indicated)
-
CORPORATION INFORMATION
Tian Shan Development (Holding) Limited was incorporated in the Cayman Islands on 10 June 2005 and registered as an exempted company with limited liability under the Companies Law (2013 Revision) of the Cayman Islands. Its principal place of business is at Suite 801, 8/F, Everbright Centre, 108 Gloucester Road, Wanchai, Hong Kong and its registered office is at Clifton House, 75 Fort Street, P.O. Box 1350, Grand Cayman, KY1-1108, Cayman Islands. The Group is principally engaged in property development in the People's Republic of China (the "PRC"). The shares of the Company have been listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") since 15 July 2010. - BASIS OF PREPARATION
This interim financial report has been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the Stock Exchange, including compliance with International Accounting Standard ("IAS") 34, Interim financial reporting , issued by the International Accounting Standards Board ("IASB").
The interim financial report has been prepared in accordance with the same accounting policies adopted in the 2019 annual financial statements, except for the accounting policy changes that are expected to be reflected in the 2020 annual financial statements. Details of any changes in accounting policies are set out in note 3.
The preparation of this interim financial report is in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates. - CHANGES IN ACCOUNTING POLICIES
The IASB has issued the following amendments to International Financial Reporting Standards ("IFRSs") that are first effective for the current accounting period of the Group: - Amendments to IFRS 3, Definition of a Business
- Amendments to IFRS 9, IAS 39 and IFRS 7, Interest Rate Benchmark Reform
- Amendments to IAS 1 and IAS 8, Definition of Material
None of these developments have had a material effect on how the Group's results and financial position for the current or prior periods have been prepared or presented in this interim financial statements. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.
24 Tian Shan Development (Holding) Limited
-
SEGMENT REPORTING
Management has determined operating segments with reference to the reports reviewed by the chief operating decision maker (the "CODM") of the Group that are used to assess the performance and allocate resources.
The CODM of the Group assesses the performance and allocates the resources of the Group as a whole, as all of the Group's activities are considered to be primarily dependent on the performance on property development. Therefore, management considers there to be only one operating segment under the requirements of IFRS 8, Operating Segments . In this regard, no segment information is presented in the interim financial report.
No geographic information is shown as the revenue and profit from operation of the Group is derived from activities in the PRC. - REVENUE
The principal activity of the Group is property development.
Revenue primarily represents income from sales of properties and rentals from investment properties. Disaggregation of revenue from contracts with customers by major products or service line is as follows:
Six months ended 30 June | ||
2020 | 2019 | |
RMB'000 | RMB'000 | |
Revenue from contracts with customers within | ||
the scope of IFRS 15 | ||
Income from sales of properties | 1,421,746 | 1,311,315 |
Others | 5,361 | 18,286 |
1,427,107 | 1,329,601 | |
Revenue from other sources | ||
Gross rental income | 23,820 | 24,595 |
1,450,927 | 1,354,196 | |
Disaggregated by timing of revenue recognition | ||
Point in time | 1,427,107 | 1,329,601 |
Over time | 23,820 | 24,595 |
1,450,927 | 1,354,196 | |
The Group's customer base is diversified and none of the customers of the Group with whom transactions have exceeded 10% of the Group's revenue.
Interim Report 2020 25
6 PROFIT BEFORE TAXATION
Profit before taxation is arrived at after (crediting)/charging:
Six months ended 30 June
20202019
RMB'000 RMB'000
- Net finance expenses
Interest income | (11,689) | (9,960) | ||
Finance income | (11,689) | (9,960) | ||
Interest on lease liabilities | 694 | 711 | ||
Interest expense and other borrowing costs | 351,048 | 367,334 | ||
Less: interest and borrowing costs capitalised | (308,561) | (322,282) | ||
Exchange loss | 3,696 | 2,233 | ||
Finance expenses | 46,877 | 47,996 | ||
Net finance expenses | 35,188 | 38,036 | ||
(b) | Other items | |||
Depreciation and amortisation | ||||
- owned property, plant and equipment | 20,978 | 21,744 | ||
- right-of-use assets | 1,882 | 1,647 | ||
26 Tian Shan Development (Holding) Limited
7 | INCOME TAX | ||||
Six months ended 30 June | |||||
2020 | 2019 | ||||
RMB'000 | RMB'000 | ||||
Current tax | |||||
PRC CIT | 22,116 | 10,119 | |||
PRC LAT | 24,009 | 20,777 | |||
Under-provision in respect of prior years | 3,471 | 5,746 | |||
49,596 | 36,642 | ||||
Deferred taxation | (3,725) | (3,669) | |||
45,871 | 32,973 | ||||
- Pursuant to the rules and regulations of the British Virgin Islands (the "BVI") and the Cayman Islands, the Group is not subject to any income tax in the BVI or the Cayman Islands.
- No Hong Kong Profits Tax has been provided for as the Group's Hong Kong operations do not give rise to estimated assessable profits during the period.
-
PRC CIT
The provision for CIT is based on the respective applicable rates on the estimated assessable profits of the Group's subsidiaries in the PRC as determined in accordance with the relevant income tax rules and regulations of the PRC.
The PRC subsidiaries of the Group were charged at 25% (six months ended 30 June 2019: 25%) on estimated assessable profits for the period.
Interim Report 2020 27
- INCOME TAX (Continued)
-
PRC LAT
Pursuant to the requirements of the Provisional Regulations of the PRC on LAT effective from 1 January 1994, and the Detailed Implementation Rules on the Provisional Regulations of the PRC on LAT effective from 27 January 1995, all income from the sale or transfer of state-owned land use rights, buildings and their attached facilities in the PRC is subject to LAT at progressive rates ranging from 30% to 60% of the appreciation value, with an exemption provided for property sales of ordinary residential properties if their appreciation values do not exceed 20% of the sum of the total deductible items.
Certain subsidiaries of the Group were subject to LAT which is calculated based 5% (six months ended 30 June 2019: 5%) of their revenue in accordance with the authorised taxation method approved by respective local tax bureau.
-
PRC LAT
- DIVIDENDS
-
Dividend payable to equity shareholders of the Company attributable to the interim period
The directors of the Company do not recommend the payment of an interim dividend for the six months ended 30 June 2020 (six months ended 30 June 2019: Nil). - Dividend payable to equity shareholders of the Company attributable to the previous financial year, approved and paid during the interim period
Six months ended 30 June | ||
2020 | 2019 | |
RMB'000 | RMB'000 | |
No final dividend in respect of the previous | ||
financial year has been approved during | ||
the interim period (six months ended | ||
30 June 2019: HK5.00 cents (equivalent to | ||
RMB4.25 cents) per ordinary share) | - | 42,746 |
28 Tian Shan Development (Holding) Limited
-
LOSS PER SHARE
The calculation of basic loss per share is based on the loss attributable to ordinary equity shareholders of the Company of RMB21,519,000 (six months ended 30 June 2019: RMB7,235,000) and the weighted average of 1,005,801,186 ordinary shares (six months ended 30 June 2019: 1,005,781,955 ordinary shares) in issue during the interim period.
During the six months ended 30 June 2020 and 2019, diluted loss per share are calculated on the same basis as basic loss per share. - PROPERTY, PLANT AND EQUIPMENT AND LEASEHOLD LAND
-
Right-of-useassets
During the six months ended 30 June 2020, the Group has not entered into any new lease agreements for use of offices, and therefore not recognised any additions to right-of-use assets (six months ended 30 June 2019: RMB1,071,000). - Owned assets
During the six months ended 30 June 2020, the Group's additions in property, plant and equipment amounted to RMB26,905,000 (six months ended 30 June 2019: RMB37,383,000).
The Group's property, plant and equipment with carrying value of RMB454,638,000 (31 December 2019: RMB399,391,000) were pledged as securities for the Group's bank loans (notes 16).
-
Right-of-useassets
- INVESTMENT PROPERTIES
The directors consider the carrying values of investment properties approximate to their respective fair values as at 30 June 2020.
Certain investment properties carried at fair value as at 30 June 2020 have been pledged to secure borrowings of the Group as follows:
At 30 June | At 31 December | |
2020 | 2019 | |
RMB'000 | RMB'000 | |
Bank loans (note 16) | 137,009 | 253,299 |
Fair value of investment properties pledged | 137,009 | 253,299 |
Interim Report 2020 29
12 | OTHER FINANCIAL ASSETS | |||
At 30 June | At 31 December | |||
2020 | 2019 | |||
RMB'000 | RMB'000 | |||
Equity securities designated at fair value through other | ||||
comprehensive income ("FVOCI") (non-recycling) | ||||
- Unlisted equity securities | 293,640 | 293,640 | ||
Note: The unlisted equity securities are shares in Bank of Hebei and Bank of Langfang, two financial institutions incorporated in the PRC. These investments are designated at FVOCI, as they are held by the Group for strategic purposes, and the Group does not intend to dispose them in the near future. No dividend were received on this investments during the year.
13 | INVENTORIES | ||
At 30 June | At 31 December | ||
2020 | 2019 | ||
RMB'000 | RMB'000 | ||
Properties held for future development for sale | 2,732,094 | 3,619,128 | |
Properties under development for sale | 14,448,501 | 13,730,625 | |
Completed properties held for sale | 3,029,417 | 3,088,076 | |
Others | 6,076 | 2,879 | |
20,216,088 | 20,440,708 | ||
Certain inventories carried at cost as at 30 June 2020 have been pledged to secure borrowings of the Group as follows:
At 30 June At 31 December
20202019
RMB'000 RMB'000
Bank loans (note 16) | 4,398,763 | 4,421,515 |
Other loans (note 17) | 3,682,081 | 3,210,619 |
Carrying value of inventories pledged | 8,080,844 | 7,632,134 |
30 Tian Shan Development (Holding) Limited
14 | TRADE AND OTHER RECEIVABLES | |||
At 30 June | At 31 December | |||
2020 | 2019 | |||
RMB'000 | RMB'000 | |||
Trade receivables (note (a)) | 241,379 | 284,367 | ||
Other receivables | 1,111,661 | 1,060,235 | ||
Loans and receivables | 1,353,040 | 1,344,602 | ||
Deposits and prepayments | 2,593,034 | 2,301,334 | ||
3,946,074 | 3,645,936 | |||
- The ageing analysis of trade receivables, all of which are neither individually nor collectively considered to be impaired, is as follows:
At 30 June | At 31 December | |
2020 | 2019 | |
RMB'000 | RMB'000 | |
Less than 1 month | 10,605 | 113,895 |
More than 1 month but less than 3 months | 7,824 | 20,439 |
More than 3 months | 222,950 | 150,033 |
241,379 | 284,367 | |
The trade receivables represented the amount due from the purchasers of the Group's properties. In most cases, the Group receives full payments from properties purchasers by way of initial payment and their mortgage loans from banks. For industrial properties and commercial properties, the Group allows certain purchasers, after assessment of their credit information, to pay by instalments within a maximum period of two years.
Interim Report 2020 31
15 | RESTRICTED CASH | ||
At 30 June | At 31 December | ||
2020 | 2019 | ||
RMB'000 | RMB'000 | ||
Guarantee for mortgage loans (note (a)) | 318,850 | 383,721 | |
Guarantee for loans and borrowings (notes 16) | 135,650 | 21,550 | |
Restricted cash related to pre-sale proceeds received | |||
(note (b)) | 1,012,336 | 1,078,296 | |
1,466,836 | 1,483,567 | ||
- Deposits with certain banks were used as guarantee against the mortgage loan granted by the banks to the purchasers of the Group's properties.
- In accordance with relevant government regulations, certain project companies of the Group are required to place the pre-sale proceeds of properties at designated bank accounts as guarantee deposits for construction work of related properties. The deposits can only be used for purchases of construction materials and payments of construction fee of relevant properties upon the approval of Authorities of the Ministry of Housing and Urban-Rural Development and relevant banks. Such guarantee deposits will be released according to the completion stage of the related pre-sold properties.
32 Tian Shan Development (Holding) Limited
16 BANK LOANS SECURED
- At 30 June 2020, bank loans were repayable as follows:
At 30 June | At 31 December | |
2020 | 2019 | |
RMB'000 | RMB'000 | |
Within one year or on demand | 1,324,611 | 1,527,636 |
After one year but within two years | 360,480 | 268,780 |
After two years but within five years | 1,472,328 | 1,311,550 |
After five years | 245,260 | 408,120 |
2,078,068 | 1,988,450 | |
3,402,679 | 3,516,086 | |
- Certain bank loans of Group are subject to the fulfilment of covenants relating to certain of the Group's balance sheet ratios, as are commonly found in lending arrangements with financial institutions. If the Group were to breach the covenants the bank loans would become payable on demand. The Group regularly monitors its compliance with these covenants. As at 30 June 2020, none of the covenants relating to bank loans had been breached (31 December 2019: Nil).
- At 30 June 2020, carrying values of assets of the Group pledged for bank loans are analysed as follows:
At 30 June | At 31 December | |
2020 | 2019 | |
RMB'000 | RMB'000 | |
Properties held for future development for sale | 394,878 | 974,376 |
Properties under development for sale | 3,353,276 | 2,956,398 |
Completed properties held for sale | 650,609 | 490,741 |
Property, plant and equipment | 454,638 | 399,391 |
Investment properties | 137,009 | 253,299 |
Restricted cash | 135,650 | 21,550 |
5,126,060 | 5,095,755 | |
Interim Report 2020 33
17 OTHER LOANS SECURED
- At 30 June 2020, other loans were repayable as follows:
At 30 June At 31 December
20202019
RMB'000 RMB'000
Within one year or on demand | 2,448,492 | 2,223,056 |
After one year but within two years | 856,518 | 1,189,711 |
3,305,010 | 3,412,767 | |
- At 30 June 2020, carrying values of assets of the Group pledged for other loans are analysed as follows:
At 30 June | At 31 December | |
2020 | 2019 | |
RMB'000 | RMB'000 | |
Properties held for future development for sale | - | 745,873 |
Properties under development for sale | 3,094,429 | 1,924,453 |
Completed properties held for sale | 587,652 | 540,293 |
3,682,081 | 3,210,619 | |
34 Tian Shan Development (Holding) Limited
18 | TRADE AND OTHER PAYABLES | |||
At 30 June | At 31 December | |||
2020 | 2019 | |||
RMB'000 | RMB'000 | |||
Trade payables (note (a)) | 439,262 | 476,000 | ||
Bills payable (note (a)) | 651,777 | 791,685 | ||
Limited partners' interest (note (b)) | 15,035 | 431,635 | ||
Amounts due to the ultimate holding company (note (c)) | 88,636 | 82,655 | ||
Amounts due to related parties (note (c)) | 203,895 | 130,157 | ||
Other payables and accrued charges (note (d)) | 3,630,390 | 3,664,384 | ||
Financial liabilities measured at amortised cost | 5,028,995 | 5,576,516 | ||
Receipts in advance | 2,567,253 | 2,879,191 | ||
7,596,248 | 8,455,707 | |||
- An ageing analysis of trade payables and bills payable is set out as follows:
At 30 June | At 31 December | |
2020 | 2019 | |
RMB'000 | RMB'000 | |
Within 1 month | 172,576 | 706,007 |
1 month to 3 months | 54,829 | 11,548 |
Over 3 months but within 6 months | 863,634 | 550,130 |
1,091,039 | 1,267,685 | |
- Limited partners' interest represented contributions from limited partners of partnerships over which the Group has control. Based on the partnership agreements, the Group has the contractual obligation to pay interest expenses to those limited partners. The contributions have been recognised initially at fair value and thereon are subsequently stated at amortised cost unless the effect of discounting would be immaterial, in which case they are stated at cost.
- Amounts due to the ultimate holding company, Neway Enterprises Limited, and related parties are unsecured, interest-free and repayable on demand.
- Included in other payables and accruals were accrued construction costs to Tianshan Construction amounted to RMB223,143,000 (31 December 2019: RMB323,842,000).
Interim Report 2020 35
19 COMMITMENTS
- Capital commitments outstanding at 30 June 2020 not provided for in the interim financial report are set out as follows:
At 30 June At 31 December
20202019
RMB'000 RMB'000
Authorised but not contracted for | 11,235,742 | 11,668,615 |
Contracted but not provided for | 7,838,492 | 7,724,873 |
19,074,234 | 19,393,488 | |
Capital commitments mainly related to land and development costs for the Group's properties under development.
20 | CONTINGENT LIABILITIES | ||
At 30 June | At 31 December | ||
2020 | 2019 | ||
RMB'000 | RMB'000 | ||
Guarantees given to banks for mortgage facilities | |||
granted to purchasers of the Group's properties | |||
(note (i)) | 8,372,232 | 7,755,695 | |
Guarantee provided to a bank in respect of | |||
facility granted to a related party (note (ii)) | 40,000 | 90,000 | |
8,412,232 | 7,845,695 | ||
36 Tian Shan Development (Holding) Limited
20 CONTINGENT LIABILITIES (Continued) Notes:
- The Group provided guarantees in respect of mortgage facilities granted by certain banks in connection with the mortgage facilities granted to the purchasers of the Group's properties by these banks. Pursuant to the terms of the guarantees, if there is default in the mortgage payments by these purchasers, the Group is responsible for repaying the outstanding mortgage loans together with any accrued interest and penalty owed by the defaulted purchasers to banks. The Group's guarantee period commences from the dates of grants of the relevant mortgage loans and ends after the purchasers obtain the individual property ownership certificates of the properties purchased. The maximum amounts of guarantees given to banks for mortgage facilities granted to the purchasers of the Group's properties at 30 June 2020 are RMB8,372,232,000 (31 December 2019: RMB7,755,695,000).
The directors consider that it is not probable that the Group will suffer a loss under these guarantees as during the periods under guarantees, the Group can take over the ownerships of the related properties and sell the properties to recover any amounts paid by the Group to the banks. The Group has not recognised any deferred income in respect of these guarantees as its fair value is considered to be minimal by the directors. The directors also consider that the market value of the underlying properties is able to cover the outstanding mortgage loans guaranteed by the Group in the event the purchasers default payments to the banks. - The Company and its subsidiary, Tian Shan Real Estate, jointly entered into an agreement with Tianshan Construction, pursuant to which the Company agreed to provide a repayment guarantee whereas Tian Shan Real Estate agreed to provide a repayment guarantee and charge over its investment properties, in favour of a banking facility for the aggregate maximum amount of RMB40,000,000 granted to Tianshan Construction. Under the guarantee, the Company and Tian Shan Real Estate shall unconditionally guarantee to pay the indebtedness, including: (i) the principal amount of the facility; (ii) the accrued interest during the term of facility and overdue interest that may incurred; and (iii) any expenses and fees incurred by the bank to enforce the guarantee.
As at 30 June 2020, the aggregate amount drawn under the banking facility by Tianshan Construction amounted to RMB40,000,000 (31 December 2019: RMB90,000,000). The guarantee amount represents the potential maximum exposure of the Group in accordance with the above guarantees.
Interim Report 2020 37
21 MATERIAL RELATED PARTY TRANSACTIONS
In addition to the balances and transactions disclosed elsewhere in the interim financial report, the Group had the following significant transactions with related parties:
Six months ended 30 June | |||
2020 | 2019 | ||
RMB'000 | RMB'000 | ||
Construction cost (note (i)) | 127,434 | 424,599 | |
Lease expense (note (ii)) | 500 | 500 | |
Remuneration to key management personnel (note (iii)) | 11,969 | 12,628 | |
Guarantee fee income (note (iv)) | (360) | (1,674) | |
Guarantees provided by a director of the Company | |||
for the Group's bank and other loans at the end of | |||
the reporting period | 4,195,993 | 3,880,519 | |
Notes:
- The Group received construction services rendered by Tianshan Construction, a company wholly-owned by the controlling shareholders of the Group. The directors consider that, except for a longer credit terms granted to the Group, the terms of such work were carried out on normal commercial terms and in the ordinary course of the Group's business.
- The amount represents rental paid to Tianshan Construction for office occupied by the Group.
- Remuneration to key management personnel of RMB6,240,000 (six months ended 30 June 2019: RMB6,047,000) represents salaries and fringe benefits paid to the directors of the Company.
- The amount represents the guarantee fee received from Tianshan Construction in respect of properties for sales and investment properties of the Group secured against a banking facility and a bank loan to Tianshan Construction in the current period.
- The Group received property management services in relation to the unsold properties from Shijiazhuang Tian Shan Property Management Company Limited, a company wholly- owned by the controlling shareholders of the Group at nil consideration.
- The Group was granted a license to use the trademarks "Tian Shan" pursuant to the relevant trademark licence agreement entered into between Hebei Tianshan Industrial Group Company Limited, a company wholly-owned by the controlling shareholders of the Group as licensor and Tian Shan Real Estate, a subsidiary of the Group as licensee at nil consideration.
38 Tian Shan Development (Holding) Limited
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Tian Shan Development (Holding) Ltd. published this content on 17 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 September 2020 11:14:07 UTC