REG - Asian Citrus Hldgs - Half Yearly Report <Origin Href="QuoteRef">0073.HK</Origin> - Part 1
RNS Number : 2838QAsian Citrus Holdings Ltd26 February 2016Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
ASIAN CITRUS HOLDINGS LIMITED
*
(Incorporated in Bermuda with limited liability)
(Stock Code: HKSE: 73; AIM: ACHL)
ANNOUNCEMENT OF THE INTERIM RESULTS
FoR THE SIX MONTHS ENDED 31 DECEMBER 2015
The board of directors (the "Board") of Asian Citrus Holdings Limited (the "Company" or "Asian Citrus") announces the unaudited consolidated results of the Company and its subsidiaries (collectively, the "Group") for the six months ended 31 December 2015 together with its comparative figures for the six months ended 31 December 2014.
Results Highlights
Six months ended
31 December
For illustration only
Six months ended 31 December
2015
2014
2015
2014
(RMB m)
(RMB m)
( m**)
( m**)
Reported financial information
Revenue
387.2
584.4
39.9
60.5
Gross loss
-440.7
-132.9
-45.4
-13.8
EBITDA
-1,515.8
-152.6
-156.1
-15.8
Loss attributable to shareholders
-1,616.3
-236.4
-166.5
-24.5
Basic loss per share
-RMB1.29
-RMB0.19
-13.3p
-2.0p
Adjusted core financial information#
EBITDA
-421.7
-109.2
-43.4
-11.3
Loss before tax
-527.8
-191.9
-54.4
-19.9
Loss attributable to shareholders
-522.1
-193.0
-53.8
-20.0
Basic loss per share
-RMB0.42
-RMB0.15
-4.3p
-1.6p
* For identification purpose only
** Conversion at 1 = RMB9.71 and RMB9.66 for the six months ended 31 December 2015 and 2014 respectively for reference only.
# Adjusted core financial information refers to activities for the period excluding change in fair value of biological assets, impairment of biological assets, impairment of property, plant and equipment, impairment of intangible assets and share-based payments.
RESULTS HIGHLIGHTS (Continued)
l Results of operations for the first half year are as follows:
- Total orange production decreased by 86.0% to 15,565 tonnes due to (i) the dramatic impact of the Huanglongbing disease infection at Xinfeng Plantation; and (ii) the impact of poor weather in Hepu area (six months ended 31 December 2014: 110,993 tonnes).
- Revenue down by 33.7% to RMB387.2 million (six months ended 31 December 2014: RMB584.4 million).
- Adjusted core loss attributable to shareholders of RMB522.1 million (six months ended 31 December 2014: RMB193.0 million) reflecting (i) the reduction in production volume and average selling price of winter oranges; (ii) the additional cost of pesticides to prevent the spread of the Huanglongbing disease and protect the unaffected orange trees; and (iii) the reduction in profit margin of the processed fruit business.
- Net operating activities cash outflow of RMB223.8 million (six months ended 31 December 2014: RMB70.5 million) and cash and cash equivalents of RMB521.4 million as at 31 December 2015 (31 December 2014: RMB1,528.2 million).
l Xinfeng Plantation is no longer economically productive due to the massive infection of Huanglongbing disease and the present uncertainties over the effectiveness of the control measures to prevent the spread of Huanglongbing disease. It ceased operations permanently after completion of the winter orange harvest in December 2015.
l In view of the Group's net loss for the period, the Board does not recommend the payment of any interim dividend for the six months ended 31 December 2015 (six months ended 31 December 2014: Nil).
For further enquiries please contact:
Asian Citrus
+852 3951 0000
Emma Ng (Chief Financial Officer and Company Secretary)
Cantor Fitzgerald Europe (NOMAD and Broker)
+44 (0) 20 7894 7000
Rick Thompson / David Foreman / Michael Reynolds (Corporate Finance)
Weber Shandwick Financial
+44 (0) 20 7067 0700
Nick Oborne, Tom Jenkins
CHAIRMAN'S STATEMENT
On behalf of the Board, I wish to report to you the developments of the Group for the six months ended 31 December 2015, as well as our plan and outlook for the year ending 30 June 2016 and beyond.
The operating environment of the Group has been difficult in the past few years with adverse weather conditions and the devastating effects of Huanglongbing disease posing significant challenges to the business and financial operations of the Group. We suffered significant losses resulting from decreasing production yields and increasing margin pressures in our Hepu Plantation and Xinfeng Plantation during the six months ended 31 December 2015. Xinfeng Plantation was shut down after the winter harvest in December 2015 as a consequence of the widespread Huanglongbing disease suffered at the plantation leading to substantial impairment losses and provisions relating to the cessation of operation.
The processed fruit business, which involves the manufacture and sale of fruit juice concentrates, purees and frozen fruit and vegetables also reported a loss for the first half year as a result of lower utilisation rates and the increased cost of materials.
While it is still early in the financial year to fully judge the full impact of the challenges highlighted above on the Group's likely full year performance, we anticipate that conditions in the second half will continue to be demanding.
With that in view, we have promptly adjusted our business strategies and will actively consolidate our business. We shall focus on improving efficiency and utilisation of all our assets as well as the implementation of the cost control program to reduce the operating costs of the Group. All these measures will enable the Group to reallocate its resources to strengthen its core operations and improve its operational efficiency and profitability.
Moving forward, the Group will seek to identify attractive investment and acquisition opportunities, so as to enhance profitability and maximise our shareholders' value. We keep an open mind when exploring new opportunities, but will only invest in high potential projects on a selective and prudent basis, without compromising the financial stability of the Group.
Given the result of the first half year, the Board has decided not to pay an interim dividend. Our existing dividend policy, which stipulates a dividend of not less than 30% of our adjusted core net profit, remains unchanged.
Finally, I would like to take this opportunity to express my heartfelt gratitude to my fellow directors, management and all staff for the hard work and dedication in supporting the development of the Group, and the shareholders for their continuing support and confidence in the Group.
Ng Ong Nee
Chairman
26 February 2016
MANAGEMENT DISCUSSION AND ANALYSIS
OPERATING PERFORMANCE
Revenue
The breakdown of revenue by type is as follows:
For the six months ended 31 December
2015
2014
% of
% of
RMB'000
total revenue
RMB'000
total revenue
Hepu Plantation
10,783
2.8%
16,165
2.8%
Xinfeng Plantation
25,996
6.7%
324,834
55.6%
Sales of oranges
36,779
9.5%
340,999
58.4%
Sales of processed fruit
331,160
85.5%
243,398
41.6%
Sales of bananas
18,656
4.8%
-
-
Sales of self-bred saplings
564
0.2%
-
-
Total revenue
387,159
100.0%
584,397
100.0%
Sales of oranges
Revenue from the sale of oranges decreased by approximately 89.2% to RMB36.8 million for the six months ended 31 December 2015. This was mainly due to a decrease of approximately 86.0% in the production yield to 15,565 tonnes (six months ended 31 December 2014: 110,993 tonnes) and an approximate decrease in average selling price of 23.0%.
The production yield from Hepu Plantation decreased by approximately 34.6% from 7,146 tonnes for the corresponding period of last year to 4,671 tonnes for the six months ended 31 December 2015. The decrease in production was mainly due to the impact of poor weather.
The production yield from Xinfeng Plantation decreased by approximately 89.5% from 103,847 tonnes for the corresponding period of last year to 10,894 tonnes for the six months ended 31 December 2015, reflecting the dramatic impact of the Huanglongbing disease infection. As previously announced, Xinfeng Plantation ceased operation permanently after completion of the winter orange harvest in December 2015.
The following table sets out the average selling prices of winter oranges in different plantations:
For the six months ended
31 December
2015
2014
(RMB/tonne)
(RMB/tonne)
Hepu Plantation
2,380
2,310
Xinfeng Plantation
2,460
3,221
The average selling price of the winter orange crop in Hepu Plantation increased by approximately 3.0% for the six months ended 31 December 2015. However, the average selling price at Xinfeng Plantation was approximately 23.6% lower than the corresponding period of last year, reflecting the poor quality of oranges infected by Huanglongbing disease.
All of the Group's oranges were sold on the domestic market. The Group's customers can be classified into three categories, namely supermarket chains, corporate customers and wholesale customers. The breakdown of sales revenue by type of customer is as follows:
For the six months ended
31 December
2015
2014
% of sales of oranges
Supermarket chains
-
25.5%
Corporate customers
-
44.9%
Wholesale customers
99.9%
29.2%
Other
0.1%
0.4%
Total
100.0%
100.0%
For the six months ended 31 December 2015, the proportion of oranges sold to wholesalers reflected the poor quality of oranges at both Hepu Plantation and Xinfeng Plantation.
The Group sells two types of oranges to customers, namely ungraded oranges and graded oranges. Ungraded oranges are packaged and customers are required to arrange for the transportation at their own expense. Generally, ungraded oranges are sold to wholesale customers. Graded oranges are oranges that the Group grades, packages and delivers to customers at the Group's cost, usually to supermarket chains and some corporate customers. The graded oranges are branded under our label "Royal Star", at a premium price compared to the ungraded oranges. The sales breakdown of the types of oranges is as follows:
For the six months ended
31 December
2015
2014
% of sales of oranges
Graded oranges
-
3.0%
Ungraded oranges
100.0%
97.0%
Total
100.0%
100.0%
Sales of processed fruit
The table below sets out the volume and revenue from the sales of processed fruit:
For the six months ended 31 December
2015
2014
Volume
Revenue
Volume
Revenue
(Tonnes)
RMB'000
(Tonnes)
RMB'000
Pineapple juice concentrates
3,529
38,111
1,263
13,767
Other juice concentrates
3,879
59,408
4,610
61,106
Mango purees
6,545
46,026
6,305
43,922
Other fruit purees
3,858
32,298
2,580
21,304
Frozen mango
6,125
76,227
3,878
37,495
Other frozen fruit and vegetables
4,393
56,048
5,316
64,151
28,329
308,118
23,952
241,745
Fruit juice trading
N/A
23,042
N/A
1,653
Total
28,329
331,160
23,952
243,398
The Group has three fruit processing plants in the People's Republic of China (the "PRC"), which are located in Beihai City, Hepu County and Baise City, Guangxi ("BPG"). BPG processes over 22 different types of tropical fruit, including pineapples, passion fruit, lychees, mangoes and papayas (only products that account for over 10% of the revenue from the sales of processed fruit are shown in the table above).
Revenue derived from the sales of processed fruit increased by approximately 36.1% to approximately RMB331.2 million for the six months ended 31 December 2015, mainly due to increased sales of pineapple juice concentrates, frozen mango and fruit juice trading. The sales volume of processed fruit increased by approximately 18.3% from 23,952 tonnes for the corresponding period of last year to 28,329 tonnes for the six months ended 31 December 2015.
The average utilisation rate of BPG was approximately 70.4% for the six months ended 31 December 2015 (six month ended 31 December 2014: 82.9%).
Sales of bananas
The first crop of banana trees was harvested in the third quarter of 2015. The production yield and the average selling price of bananas were 5,931 tonnes and RMB3,146 per tonne respectively for the six months ended 31 December 2015.
Sales of self-bred saplings
For the six months ended 31 December 2015, approximately RMB564,000 was generated from the sales of 50,484 self-bred saplings to local farmers (six months ended 31 December 2014: nil).
Cost of sales
The breakdown of the Group's cost of sales is as follows:
For the six months ended 31 December
2015
2014
% of
% of
cost of sales
cost of sales
RMB'000
of respective segment
RMB'000
of respective segment
Inventories used
Fertilisers
262,130
54.0%
278,714
55.3%
Packaging materials
-
-
3,752
0.7%
Pesticides
101,464
20.9%
77,681
15.4%
363,594
74.9%
360,147
71.4%
Production overheads
Direct labour
26,027
5.3%
48,606
9.6%
Depreciation
53,703
11.1%
55,457
11.0%
Others
42,158
8.7%
40,137
8.0%
Cost of sales of oranges
485,482
100.0%
504,347
100.0%
Fruit
246,741
75.7%
146,036
68.6%
Packaging materials
14,638
4.5%
13,290
6.2%
Direct labour
22,566
6.9%
17,920
8.4%
Other production overheads
41,883
12.9%
35,724
16.8%
Cost of sales of processed fruit
325,828
100.0%
212,970
100.0%
Cost of sales of bananas
15,558
-
Cost of sales of self-bred saplings
950
-
Total
827,818
717,317
Cost of sales of oranges consists of raw materials such as fertilisers, packaging materials, pesticides and other direct costs such as direct labour, depreciation and production overheads. Cost of sales was RMB485.5 million and the unit cost of production in Hepu Plantation and Xinfeng Plantation increased significantly to approximately RMB20.74 per kg and RMB35.67 per kg respectively for the six months ended 31 December 2015 (six months ended 31 December 2014: RMB12.02 per kg and RMB4.03 per kg respectively) as impacted by the significant drop in production yield in both plantations and the need to apply additional pesticides to prevent the spread of the Huanglongbing disease and protect the unaffected orange trees.
Cost of sales of processed fruit mainly includes the costs of raw material fruit and packaging materials and other direct costs such as direct labour and production overheads. For the six months ended 31 December 2015, the cost of sales of processed fruit increased by approximately 53.0% from approximately RMB213.0 million to RMB325.8 million, mainly due to the increase in sales volume of processed fruit and juice trading.
Cost of bananas mainly includes the fertilisers, packaging materials, pesticides and other direct costs such as direct labour, depreciation and production overheads. The cost of sales of bananas and unit cost were RMB15.6 million and RMB2.62 per kg respectively for the six months ended 31 December 2015.
Gross loss
The Group recorded an overall gross loss of approximately RMB440.7 million for the six months ended 31 December 2015 compared to the gross loss of approximately RMB132.9 million for the last corresponding period. The overall gross loss margin was 113.8% for the six months ended 31 December 2015 compared to the gross loss margin of 22.7% for the last corresponding period.
The following table sets out a breakdown of the Group's gross loss margin by plantation:
For the six months ended
31 December
2015
2014
Hepu Plantation
-281.9%
-431.4%
Xinfeng Plantation
-1,394.9%
-28.8%
The increase in gross loss margin was mainly due to (i) the increase in unit cost of production as a result of approximately 86.0% decrease of the total production yield of the winter orange crop and the increase in costs of additional pesticides for the prevention of the spread of the Huanglongbing disease in Xinfeng Plantation; and (ii) the average selling price of the winter orange crop in Xinfeng Plantation decreasing by approximately 23.6%.
The following table sets out a breakdown of the Group's gross (loss)/profit margin by business:
For the six months ended
31 December
2015
2014
Sales of oranges
-1,220.0%
-47.9%
Sales of bananas
16.6%
-
Sales of processed fruit
1.6%
12.5%
For BPG, the gross profit margin for the six months ended 31 December 2015 decreased to approximately 1.6% compared to 12.5% for the corresponding period of last year. The decrease was mainly due to (i) increased cost of raw materials, such as the increase in average purchase costs of mango by 17.8% to RMB2.52 per kg (six months ended 31 December 2014: RMB2.14 per kg) and (ii) increased labour costs.
Change in fair value of biological assets
The Group recognised a loss of RMB190.0 million from an adjustment in the fair value of biological assets for the six months ended 31 December 2015, compared to a loss of RMB40 million for the corresponding period of last year. The loss was mainly due to the decrease in production yield and increased cost of sales of both winter and summer oranges. The Board wishes to emphasise that the change in fair value of biological assets is non-operational and does not have any effect on the cash flow of the Group for the six months ended 31 December 2015. Further details regarding the valuation of the biological assets are set out on pages 14 to 16.
Selling and distribution expenses
Selling and distribution expenses comprise mainly advertising, staff commission, salaries and welfare of sales personnel, traveling and transportation expenses. The selling and distribution expenses of the Group decreased by 55.5% from approximately RMB19.7 million for the corresponding period of last year to approximately RMB8.8 million for the six months ended 31 December 2015, mainly due to a decrease in advertising expenses, sales commission and transportation costs resulting from a decrease in revenue from sales of oranges.
General and administrative expenses
General and administrative expenses comprise mainly salaries, office administration expenses, depreciation, amortisation, and research costs. The general and administrative expenses of the Group increased by 59.7% from approximately RMB59.8 million for the corresponding period of the year to approximately RMB95.5 million for the six months ended 31 December 2015, mainly due to the write off of inventories caused by the deterioration of juice concentrates in cold storage induced by a temporary suspension of the electricity supply, research costs incurred by the processed fruit business and the loss on disposal of plant and machinery for the period.
Other operating expenses
For the six months ended 31 December 2015, the Group's other operating expenses included impairment losses of (i) approximately RMB851.9 million on the property, plant and equipment and biological assets relating to the closure of Xinfeng Plantation and; (ii) approximately RMB45.2 million on intangible assets in respect of the capitalised development costs incurred for both Hepu Plantation and BPG (six months ended 31 December 2014: RMB488,000 relating to write off of inventories resulting from the damage caused by Typhoon Rammasun in July 2014).
Loss attributable to shareholders for the period
The loss attributable to shareholders for the six months ended 31 December 2015 was approximately RMB1,616.3 million, compared to a loss of approximately RMB236.4 million for the previous year's corresponding period, representing an increase of approximately 583.7%.
The adjusted core loss attributable to shareholders, which refers to the loss for the period excluding the change in fair value of biological assets, impairment losses on biological assets, impairment losses on property, plant and equipment, impairment losses on intangible assets and share-based payments for the six months ended 31 December 2015 was approximately RMB522.1 million, compared to the adjusted core loss of approximately RMB193.0 million for the corresponding period of last year, representing an increase of approximately 170.5%.
DIVIDENDS
In view of the Group's net loss for the period, the Board does not recommend the payment of any dividend for the six months ended 31 December 2015 (six months ended 31 December 2014: Nil).Our existing dividend policy, which stipulates a dividend of not less than 30% of our adjusted core net profit, remains unchanged.
CAPITAL STRUCTURE
As at 31 December 2015 there were 1,249,637,884 shares in issue. Based on the closing price of HK$0.89 as at 31 December 2015, the market capitalisation of the Company was approximately HK$1,112.2 million (approximately GBP97.1 million).
HUMAN RESOURCES
The Group had a total of 1,073 employees (excluding directors) as at 31 December 2015 (31 December 2014: 1,865 employees), and staff costs for the six months ended 31 December 2015 were approximately RMB67.8 million (six months ended 31 December 2014: RMB83.0 million). The Group aims to attract, retain and motivate high calibre individuals with competitive remuneration packages. Remuneration packages are performance-linked and business performance, market practices and competitive market conditions are all taken into consideration in calculating remuneration. Remuneration packages, which are reviewed annually, include salaries/wages and other employee benefits, such as discretionary bonuses, mandatory provident fund contributions and share options.
FINANCIAL PERFORMANCE
31 December 2015
30 June
2015
Current ratio (x)
6.48
10.83
Quick ratio (x)
4.78
8.16
Net debt to equity (%)
Net Cash
Net Cash
31 December 2015
31 December 2014
Asset turnover (x)
0.11
0.10
Adjusted core net loss per share (RMB)
-0.42
-0.15
Basic loss per share (RMB)
-1.29
-0.19
Liquidity
The current ratio and quick ratio were 6.48 and 4.78 respectively. Despite the fall in these ratios from the prior year, the liquidity of the Group remained healthy with sufficient reserves for both current operations and future development.
Profitability
The asset turnover of the Group for the six months ended 31 December 2015was approximately 0.11 (six months ended 31 December 2014: 0.10).
The basic loss per share for the six months ended 31 December 2015 was approximately RMB1.29 (six months ended 31 December 2014: RMB0.19).
The adjusted core net loss per share for the six months ended 31 December 2015 was approximately RMB0.42 (six months ended 31 December 2014: RMB0.15).
Debt ratio
The net cash position of the Group was approximately RMB521.4 million as at 31 December 2015 (30 June 2015: 937.6 million).
Internal cash resource
The Group's funding resource is internal cash and cash equivalents. The Group did not have any outstanding borrowings as at 31 December 2015.
Charge on assets and contingent liabilities
Except for certain farmland infrastructure and machinery of RMB665,000 as disclosed in note 12 to the condensed consolidated financial statements, none of the Group's assets were pledged as security. The Group did not have any material contingent liabilities as at 31 December 2015.
Capital commitments
As at 31 December 2015, the Group had capital commitments of approximately RMB10.9 million, mainly in relation to the acquisition of plant and machinery of BPG.
Foreign exchange risk
The Group is exposed to currency risk, primarily through its cash and cash equivalents that are denominated in a currency other than the functional currency of the operation to which they relate. The currencies giving rise to this risk are primarily Hong Kong dollars, United States dollars and British pounds.
The Group has limited transactions denominated in foreign currencies, hence exposure to exchange rate fluctuation is minimal. The Group currently does not use any derivative contracts to hedge against its exposure to currency risk. Management manages its currency risk by closely monitoring the movement of the foreign currency rate.
PLANTATIONS
Xinfeng Plantation ceased operation permanently due to widespread of Huanglongbing disease after completion of the winter orange harvest in December 2015.
Following the closure of Xinfeng Plantation, the Group has two orange plantations in the PRC occupying approximately 99,000 mu (equivalent to approximately 66 sq.km.) of land in total, with (i) approximately 46,000 mu (equivalent to approximately 30.7 sq.km.) located in the Hepu County of the Guangxi Zhuang Autonomous Region, Hepu Plantation, and (ii) approximately 53,000 mu (equivalent to approximately 35.3 sq.km.) in the Dao County of the Hunan province, Hunan Plantation.
Hepu Plantation
Hepu Plantation is fully planted and comprises of approximately 1.2 million orange trees and 221,769 banana trees.
Hunan Plantation
Hunan Plantation is fully planted and comprises approximately 1.05 million summer orange trees and approximately 750,320 grapefruit trees.
The tables below set out the age profile as at 31 December 2015 and the production yield of the plantations for the six months ended 31 December 2015:
Summer orange trees
Age
Hepu Plantation
Hepu Plantation
Hunan
Plantation
Hunan Plantation
Total
Total
No. of trees
Yield (tonnes)
No. of trees
Yield (tonnes)
No. of trees
Yield (tonnes)
4
66,449
622,475
688,924
5
63,584
427,400
490,984
6
64,194
64,194
7
81,261
81,261
8
76,135
76,135
9
55,185
55,185
19
29,996
29,996
20
128,966
128,966
21
186,003
186,003
22
223,741
223,741
975,514
1,049,875
2,025,389
Grapefruit trees
Age
Hepu Plantation
Hepu Plantation
Hunan Plantation
Hunan Plantation
Total
Total
No. of trees
Yield (tonnes)
No. of trees
Yield (tonnes)
No. of trees
Yield (tonnes)
1
26,960
26,960
2
422,160
422,160
3
301,200
301,200
750,320
750,320
Note: Grapefruit is a type of citrus fruit and is harvested during the winter period in the PRC.
Banana trees
Age
Hepu Plantation
Hepu Plantation
Hunan Plantation
Hunan Plantation
Total
Total
No. of trees
Yield (tonnes)
No. of trees
Yield (tonnes)
No. of trees
Yield (tonnes)
0
221,769
5,931
221,769
5,931
221,769
5,931
221,769
5,931
Winter orange trees
Age
Hepu Plantation
Hepu Plantation
Xinfeng Plantation
Xinfeng Plantation
Total
Total
No. of trees
Yield (tonnes)
No. of trees
Yield (tonnes)
No. of trees
Yield (tonnes)
1
2,563
2,563
9
390,124
3,322
390,124
3,322
10
283,287
3,093
283,287
3,093
11
46,077
979
314,272
2,411
360,349
3,390
13
180,180
3,233
294,478
2,068
474,658
5,301
14
42,300
459
42,300
459
268,557
4,671
1,284,724
#
10,894
1,553,281
15,565
Total
4,550,759
21,496
# Xinfeng Plantation is no longer economically productive due to the massive infection of Huanglongbing disease and has been shut down with operations ceasing permanently after completion of the winter orange harvest in December 2015; 1,284,724 citrus trees therein were then fully impaired.
The tables below set out the age profile as at 31 December 2014 and the production yield of the plantations for the six months ended 31 December 2014:
Summer orange trees
Age
Hepu Plantation
Hepu Plantation
Hunan
Plantation
Hunan Plantation
Total
Total
No. of trees
Yield (tonnes)
No. of trees
Yield (tonnes)
No. of trees
Yield (tonnes)
3
66,449
622,475
688,924
4
63,584
427,400
490,984
5
64,194
64,194
6
81,261
81,261
7
76,135
76,135
8
55,185
55,185
18
29,996
29,996
19
128,966
128,966
20
186,003
186,003
21
223,741
223,741
975,514
1,049,875
2,025,389
Grapefruit trees
Age
Hepu Plantation
Hepu Plantation
Hunan Plantation
Hunan Plantation
Total
Total
No. of trees
Yield (tonnes)
No. of trees
Yield (tonnes)
No. of trees
Yield (tonnes)
0
26,960
26,960
1
422,160
422,160
2
301,200
301,200
750,320
750,320
Note: Grapefruit is a type of citrus fruit and is harvested during the winter period in the PRC.
Banana trees
Age
Hepu Plantation
Hepu Plantation
Hunan Plantation
Hunan Plantation
Total
Total
No. of trees
Yield (tonnes)
No. of trees
Yield (tonnes)
No. of trees
Yield (tonnes)
0
221,769
221,769
221,769
221,769
Winter orange trees
Age
Hepu Plantation
Hepu Plantation
Xinfeng Plantation
Xinfeng Plantation
Total
Total
No. of trees
Yield (tonnes)
No. of trees
Yield (tonnes)
No. of trees
Yield (tonnes)
8
400,000
25,525
400,000
25,525
9
400,000
25,571
400,000
25,571
10
46,077
1,680
400,000
25,308
446,077
26,988
12
180,180
4,383
400,000
27,443
580,180
31,826
13
42,300
1,083
42,300
1,083
268,557
7,146
1,600,000
103,847
1,868,557
110,993
Total
4,866,035
110,993
VALUATION OF BIOLOGICAL ASSETS
Qualification of valuer
The Group engaged LCH (Asia-Pacific) Surveyors Limited (the "Valuer"), an independent valuer, to perform a valuation on the fair value of the orange trees less costs to sell as at 31 December 2015.
The Valuer is a firm of qualified professional surveyors and international valuation consultants with over 20 years of valuation experience. The Valuer has staff who are members of the Hong Kong Institute of Surveyors ("HKIS") with recent experience in the valuation of biological assets. The project leader of the Valuer (the "Project Leader") in charge of this valuation exercise has been involved in the provision of similar services for over 8 years and is a member of the HKIS. The Project Leader is also a valuer on the "List of Property Valuers for Undertaking Valuation for Incorporation of Reference in Listing Particulars and Circular and Valuations in Connection with Takeovers and Mergers" published by the HKIS. After due consideration of the experience and credentials of the Valuer, the Directors of the Company are satisfied that the Valuer is competent to assess the valuation of the Group's biological assets. Further, after reasonable enquiry with the Directors of the Company, the Directors of the Company are satisfied that the Valuer is independent from the Directors of the Company.
Physical inspection of biological assets
The Valuer has not conducted physical field inspection at Hepu Plantation for the valuation of the orange trees as at 31 December 2015, but has relied on the previous field inspection records in relation to the biological assets in July 2015 to verify the physical existence and quality of the biological assets. In the previous inspection, random sampling on every subzone has been conducted to check the reasonableness of the quantities in the subzone. The Valuer measured the tree spacing and counted the tree numbers on an area of, on a when and where appropriate basis, 50m x 50m in the sampling points. In every subzone, 3 to 8 sampling points (depending on the area of the subzone) were selected while in each sampling point, 10 to 20 trees were selected for detailed tree study. A total of 315 sample trees in Hepu Plantation have been studied.
Valuation methodology
The valuations of the Group's orange trees were calculated using the discounted cash flow technique. The market-derived discount rate applied to the discounted cash flow model is based on the Capital Asset Pricing Model. The Valuer began with the appraised value of the Group's orange trees by discounting the future income streams attributable to the Group's orange trees to arrive at a present value and then deducted the value of machinery and equipment and other assets (including plantation related machinery and equipment and land improvements) from the appraised value which are employed in the operation of Hepu Plantation to arrive at a fair value of the orange trees.
Major assumptions
The discounted cash flow method adopted a number of key assumptions, which include the discount rate, market prices of oranges, production yield per tree and related production costs. The values of such variables were determined by the Valuer using information supplied by the Group, as well as proprietary and third-party data, as follows:
1) The discount rate applied for the six months ended 31 December 2015 was 18.0% (31 December 2014: 18.0%). The discount rate reflected the expected market return on the asset and can be affected by the interest rate, market sentiments and risk of the asset versus the general market risk.Comparable listed companies which engage in similar agricultural or fruit businesses have been referred to when determining the risk of the asset versus the general market risk.
2) The yield per tree variables represent the harvest level of the orange trees. The yield of orange trees is affected by the age, species and health of the orange trees, the climate, location, soil conditions, topography and infrastructure. In general, yield per tree increases from age 3 to 15, remains stable for about 10 years, and then starts to decline from age 25 to 35.
3) The market prices variables represent the assumed market price for the summer oranges and winter oranges produced by the Group. The Valuer adopted the historical market sales prices for each type of orange produced by the Group as the basis of sales price estimate. The wholesale prices per tonne of winter and summer oranges from Hepu Plantation prevailing as at 31 December 2015 were RMB2,380 and RMB3,620respectively (31 December 2014: RMB2,310 and RMB5,150respectively); the supermarket selling prices per tonne of winter and summer oranges from Hepu Plantation prevailing as at 31 December 2015 were RMB5,320 and RMB7,030 respectively (31 December 2014: RMB5,320 and RMB7,030 respectively). The market prices are assumed to increase by 3.0% per annum, taking into account to the historical inflation rate in the PRC.
4) The direct production cost variables represent the direct costs necessary to bring the oranges to their sales form, which mainly include raw material costs and direct labour costs. The direct production cost variables are determined by reference to actual costs incurred for areas that have been previously harvested, and have taken into account the projected long-term inflation rate of 3.0% per annum.
Sensitivity analysis
1) Changes in the discount rate applied result in significant fluctuations in the changes in fair value of orange trees less costs to sell. The following table illustrates the sensitivity of the Group's change in fair value of orange trees less costs to sell to an increase or decrease of 1.0% in the discount rate of 18.0% applied by the Valuer for the six months ended 31 December 2015:
1.0% Decrease
Base Case
1.0% Increase
Discount rate
17.0%
18.0%
19.0%
Change in fair value of biological assets (RMB'000)
(100,000)
(190,000)
(260,000)
2) Changes in the yield per orange tree can also result in significant fluctuations in the changes in fair value of orange trees less costs to sell. The following table illustrates the sensitivity of the Group's change in fair value of orange trees less costs to sell to a 5.0% increase or decrease in the yield per tree applied for the six months ended 31 December 2015:
5.0% Decrease
Base Case
5.0% Increase
Change in fair value of biological assets
(RMB'000)
(230,000)
(190,000)
(140,000)
3) Changes in assumed market prices of the oranges can also result in significant fluctuations in the changes in fair value of orange trees less costs to sell. The following table illustrates the sensitivity of the Group's change in fair value of orange trees less costs to sell to a 5.0% increase or decrease in the assumed market prices of oranges used to calculate the changes in fair value of orange trees less costs to sell for the six months ended 31 December 2015:
5.0% Decrease
Base Case
5.0% Increase
Change in fair value of biological assets (RMB'000)
(320,000)
(190,000)
(50,000)
4) Changes in the assumed cost of sales can also result in significant fluctuations in the changes in fair value of orange trees less costs to sell. The following table illustrates the sensitivity of the Group's change in fair value of orange trees less costs to sell to a 5.0% increase or decrease in the Group's assumed cost of sales used to calculate the changes in fair value of orange trees less costs to sell for the six months ended 31 December 2015:
5.0% Decrease
Base Case
5.0% Increase
Change in fair value of biological assets (RMB'000)
(90,000)
(190,000)
(280,000)
The above sensitivity analyses are intended for illustrative purposes only, and any variation could exceed the amounts shown above.Valuation
According to the valuation report of the Valuer, the aggregate value of the orange trees in Hepu Plantation as at 31 December 2015 was estimated to be approximately RMB320 million (30 June 2015: RMB780 million, included the orange trees in Hepu Plantation and Xinfeng Plantation).
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
For the six months ended 31 December 2015
Six months ended
Year ended
31 December
30 June
2015
2014
2015
(unaudited)
(unaudited)
(audited
)
Note
RMB'000
RMB'000
RMB'000
Turnover
5
387,159
584,397
962,727
Cost of sales
(827,818
)
(717,317
)
(1,381,565
)
Gross loss
(440,659
)
(132,920
)
(418,838
)
Other income
6
10,162
17,601
28,363
Change in fair value of biological assets
13
(190,000
)
(40,000
)
(242,833
)
Selling and distribution expenses
(8,769
)
(19,717
)
(37,734
)
General and administrative expenses
(95,539
)
(59,771
)
(134,448
)
Other operating expenses
7
(897,086
)
(488
)
(418,442
)
Loss from operations
(1,621,891
)
(235,295
)
(1,223,932
)
Finance costs
8(a)
(88
)
(33
)
(67
)
Loss before income tax
8
(1,621,979
)
(235,328
)
(1,223,999
)
Income tax expense
9
-
-
-
Loss for the period/year
(1,621,979
)
(235,328
)
(1,223,999
)
Attributable to
Equity shareholders of the Company
(1,616,300
)
(236,413
)
(1,223,371
)
Non-controlling interests
(5,679
)
1,085
(1,628
)
(1,621,979
)
(235,328
)
(1,223,999
)
RMB
RMB
RMB
Loss per share
10
- Basic
(1.293
)
(0.189
)
(0.978
)
- Diluted
(1.293
)
(0.189
)
(0.978
)
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the six months ended 31 December 2015
Six months ended
Year ended
31 December
30 June
2015
2014
2015
(unaudited)
(unaudited)
(audited)
RMB'000
RMB'000
RMB'000
Loss for the period/year
(1,621,979
)
(235,328
)
(1,223,999
)
Other comprehensive income/(loss) for the period/year
Item that may be reclassified subsequently to profit or loss:
- Exchange differences on translation of financial
statements of foreign operations, net of nil tax
211
(4
)
(7
)
Total comprehensive loss for the period/year
(1,621,768
)
(235,332
)
(1,224,006
)
Attributable to
Equity shareholders of the Company
(1,616,089
)
(236,417
)
(1,222,378
)
Non-controlling interests
(5,679
)
1,085
(1,628
)
(1,621,768
)
(235,332
)
(1,224,006
)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 December 2015
31 December
30 June
2015
2014
2015
(unaudited)
(unaudited)
(audited)
ASSETS
Note
RMB'000
RMB'000
RMB'000
Non-current assets
Property, plant and equipment
12
1,650,858
2,294,497
2,253,506
Land use rights
53,321
75,401
74,625
Construction-in-progress
33,297
43,610
49,430
Biological assets
13
1,013,720
1,527,411
1,332,482
Intangible assets
14
-
48,341
51,091
Deposits
18,548
7,302
11,012
Goodwill
-
303,883
-
2,769,744
4,300,445
3,772,146
Current assets
Biological assets
13
155,092
152,623
264,300
Inventories
78,754
70,004
106,033
Trade and other receivables
15
133,235
186,730
194,607
Cash and cash equivalents
521,448
1,528,208
937,571
888,529
1,937,565
1,502,511
Total assets
3,658,273
6,238,010
5,274,657
EQUITY AND LIABILITIES
Equity
Share capital
12,340
12,340
12,340
Reserves
3,400,477
5,992,119
5,009,497
Total equity attributable to equity shareholders
of the Company
3,412,817
6,004,459
5,021,837
Non-controlling interests
107,846
116,238
113,525
3,520,663
6,120,697
5,135,362
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Continued)
At 31 December 2015
31 December
30 June
2015
2014
2015
(unaudited)
(unaudited)
(audited)
Note
RMB'000
RMB'000
RMB'000
Non-current liabilities
Obligations under finance leases
530
657
596
Current liabilities
Trade and other payables
16
136,953
116,538
138,576
Obligations under finance leases
127
118
123
137,080
116,656
138,699
Total liabilities
137,610
117,313
139,295
Total equity and liabilities
3,658,273
6,238,010
5,274,657
Net current assets
751,449
1,820,909
1,363,812
Total assets less current liabilities
3,521,193
6,121,354
5,135,958
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 31 December 2015
Six months ended
Year ended
31 December
30 June
2015
2014
2015
(unaudited)
(unaudited)
(audited)
Note
RMB'000
RMB'000
RMB'000
Cash flows from operating activities
Loss before income tax
(1,621,979
)
(235,328
)
(1,223,999
)
Adjustments for:
Interest income
6
(4,111
)
(17,552
)
(28,273
)
Gain on disposal of land use rights
6
(6,029
)
-
-
Write off of biological assets
7
-
-
114,071
Impairment of goodwill
7
-
-
303,883
Impairment of property, plant and equipment
7
581,498
-
-
Impairment of biological assets
7
270,401
-
-
Impairment of intangible assets
7
45,187
-
-
Finance costs
8(a)
88
33
67
Share-based payments
8(b)
7,069
3,371
6,710
Amortisation of land use rights
8(c)
733
777
1,553
Amortisation of intangible assets
8(c)
5,904
5,374
10,824
Depreciation of property, plant and equipment
8(c)
106,941
98,955
201,098
Write off of inventories
8(c)
11,567
595
9,072
Write off of trade and other receivables
8(c)
-
-
2,717
Loss on disposal of property, plant and equipment
8(c)
4,081
1,245
1,905
Change in fair value of biological assets
13
190,000
40,000
242,833
Operating loss before working capital changes
(408,650
)
(102,530
)
(357,539
)
Movements in working capital elements:
Biological assets
109,208
62,348
(80,579
)
Inventories
15,712
(13,212
)
(57,718
)
Trade and other receivables
61,372
(31,558
)
(42,152
)
Trade and other payables
(1,412
)
14,447
36,482
Net cash used in operating activities
(223,770
)
(70,505
)
(501,506
)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
For the six months ended 31 December 2015
Six months ended
Year ended
31 December
30 June
2015
2014
2015
(unaudited)
(unaudited)
(audited)
RMB'000
RMB'000
RMB'000
Cash flows from investing activities
Proceeds from disposal of property, plant and equipment
278
-
14,425
Proceeds from disposal of land use rights
26,600
-
-
Purchases of property, plant and equipment
(18,566
)
(24,078
)
(51,396
)
Additions to construction-in-progress
(54,423
)
(31,501
)
(86,240
)
Additions to intangible assets
-
-
(8,200
)
Deposits paid for acquisition of property,
plant and equipment
(8,564
)
(7,302
)
(11,012
)
Net additions to biological assets
(141,639
)
(160,610
)
(251,335
)
Interest received
4,111
17,552
28,273
Net cash used in investing activities
(192,203
)
(205,939
)
(365,485
)
Cash flows from financing activities
Repayments of obligations under finance leases
(62
)
(57
)
(113
)
Finance costs paid
(88
)
(33
)
(67
)
Net cash used in financing activities
(150
)
(90
)
(180
)
Net decrease in cash and cash equivalents
(416,123
)
(276,534
)
(867,171
)
Cash and cash equivalents at beginning of
period/year
937,571
1,804,742
1,804,742
Cash and cash equivalents at end of period/year
521,448
1,528,208
937,571
Major non-cash transactions
During the six months ended 31 December 2015, purchases of property, plant and equipment included an amount of RMB1,028,000 (six months ended 31 December 2014: RMB1,443,000, year ended 30 June 2015: RMB1,443,000) transferred from non-current deposits.
NOTES TO THE INTERIM FINANCIAL INFORMATION
1 GENERAL INFORMATION
The Company was incorporated in Bermuda on 4 June 2003 as an exempted company with limited liability under the Companies Act of Bermuda and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "HKEx") and AIM of the London Stock Exchange.
The address of the registered office of the Company is Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda. The principal place of business of the Company is located at Suite 2609-11, 26/F., Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong.
The principal activities of the Group are planting, cultivation and sale of agricultural produce and manufacture and sale of fruit juice concentrates, fruit purees, frozen fruit and vegetables.
2 BASIS OF PREPARATION
This interim financial information has been prepared in accordance with International Accounting Standard ("IAS") 34, Interim financial reporting, issued by the International Accounting Standards Board ("IASB"), the applicable disclosure provisions of the Rules Governing the Listing of Securities on the HKEx (the "Hong Kong Listing Rules") and the AIM Rules issued by the London Stock Exchange. The interim financial information is presented in Renminbi ("RMB"), rounded to the nearest thousand, unless otherwise stated.
The interim financial information has been prepared under the historical cost convention, except that certain biological assets are carried at their fair values. The principal accounting policies adopted in the preparation of this interim financial information are consistent with those followed in the Group's annual financial statements for the year ended 30 June 2015, except for the accounting policy changes that are expected to be reflected in the Group's annual financial statements for the year ending 30 June 2016. Details of the applications of new and revised IFRSs are set out in note 3.
The preparation of interim financial information in conformity with IAS 34 requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.
This interim financial information contains condensed consolidated financial statements and explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2015 annual financial statements. The condensed consolidated financial statements and notes thereon do not include all of the information required for a full set of financial statements prepared in accordance with International Financial Reporting Standards ("IFRSs").
The interim financial information is unaudited, but has been reviewed by the Company's Audit Committee. This interim financial information has also been reviewed by the Company's auditor in accordance with International Standard on Review Engagements 2410, Review of interim financial information performed by the independent auditor of the entity.
3 APPLICATIONS OF NEW AND REVISED IFRSs
This interim financial information has been prepared in accordance with IAS 34, Interim financial reporting, issued by the IASB, the applicable disclosure provisions of the Hong Kong Listing Rules and the AIM Rules issued by the London Stock Exchange. All IFRSs effective for the accounting period commencing from 1 July 2015, together with the relevant transitional provisions, have been adopted by the Group in the preparation of this interim financial information throughout the periods covered in this report.
The adoption of these new or revised IFRSs had no significant effect on the financial results of the current period. Accordingly, no change in significant accounting policies and no prior period adjustment is required.
The Group has not applied or early adopted the new or revised IFRSs which are relevant to the Group that have been issued but are not yet effective in the preparation of this interim financial information.
The Group is in the process of making an assessment of what the impact of these amendments and new standards is expected to be in the period of initial application, but is not yet in a position to state whether these amendments and new standards will have a significant impact on the Group's financial statements.
4 SEGMENT INFORMATION
The Group manages its businesses by lines of business. In a manner consistent with the way in which information is reported internally to the Group's most senior executive management for the purposes of resources allocation and performance assessment, the Group has two reportable segments. The segments are managed separately as each business offers different products and required different business strategies. The following summary describes the operations in each of the Group's reportable segments:
Agricultural produce - planting, cultivation and sale of agricultural produce
Processed fruit - manufacture and sale of fruit juice concentrates, fruit purees, frozen fruit and vegetables
The directors assess the performance of the operating segments based on a measure of reportable segment results. This measurement basis excludes the central other income, expenses and finance costs.
Segment assets mainly exclude goodwill, certain property, plant and equipment, land use rights and other assets that are managed on a central basis. Segment liabilities mainly exclude liabilities that are managed on a central basis.
4 SEGMENT INFORMATION (Continued)
Segment results, assets and liabilities
Six months ended 31 December 2015:
Agricultural
Processed
produce
fruit
Total
(unaudited)
(unaudited)
(unaudited)
RMB'000
RMB'000
RMB'000
Results
Reportable segment revenue and
revenue from external customers
55,999
331,160
387,159
Reportable segment results#
(1,522,450
)
(87,186)
(1,609,636
)
Unallocated corporate expenses
(19,001
)
Unallocated corporate other income
6,658
Loss before income tax
(1,621,979
)
Income tax expense
-
Loss for the period
(1,621,979
)
Assets
Segment assets
2,302,764
1,252,645
3,555,409
Unallocated corporate assets
102,864
Total assets
3,658,273
Liabilities
Segment liabilities
(118,111
)
(15,543
)
(133,654
)
Unallocated corporate liabilities
(3,956
)
Total liabilities
(137,610
)
Other information
Additions to segment non-current assets
50,574
22,830
73,404
# Included in reportable segment results of agricultural produce, there were impairment losses of RMB581,498,000, RMB270,401,000 and RMB10,780,000 in respect of property, plant and equipment (note 12), biological assets (note 13) and intangible assets (note 14) respectively.
Included in reportable segment results of processed fruit, there was an impairment loss of RMB34,407,000 in respect of intangible assets (note 14).
4 SEGMENT INFORMATION (Continued)
Segment results, assets and liabilities(Continued)
Six months ended 31 December 2014:
Agricultural
Processed
produce
fruit
Total
(unaudited)
(unaudited)
(unaudited)
RMB'000
RMB'000
RMB'000
Results
Reportable segment revenue and
revenue from external customers
340,999
243,398
584,397
Reportable segment results
(227,204
)
4,531
(222,673
)
Unallocated corporate expenses
(13,908
)
Unallocated corporate other income
1,253
Loss before income tax
(235,328
)
Income tax expense
-
Loss for the period
(235,328
)
Assets
Segment assets
4,090,087
1,695,885
5,785,972
Unallocated corporate assets
452,038
Total assets
6,238,010
Liabilities
Segment liabilities
(99,556
)
(13,276
)
(112,832
)
Unallocated corporate liabilities
(4,481
)
Total liabilities
(117,313
)
Other information
Additions to segment non-current assets
33,313
30,994
64,307
4 SEGMENT INFORMATION (Continued)
Segment results, assets and liabilities(Continued)
Year ended 30 June 2015:
Agricultural
Processed
produce
fruit
Total
(audited)
(audited)
(audited)
RMB'000
RMB'000
RMB'000
Results
Reportable segment revenue and
revenue from external customers
410,105
552,622
962,727
Reportable segment results
(844,519
)
(47,853
)
(892,372
)
Unallocated corporate expenses
(333,846
)
Unallocated corporate other income
2,219
Loss before income tax
(1,223,999
)
Income tax expense
-
Loss for the year
(1,223,999
)
Assets
Segment assets
3,485,363
1,653,675
5,139,038
Unallocated corporate assets
135,619
Total assets
5,274,657
Liabilities
Segment liabilities
(111,349
)
(23,453
)
(134,802
)
Unallocated corporate liabilities
(4,493
)
Total liabilities
(139,295
)
Other information
Additions to segment non-current assets
66,615
91,658
158,273
5 TURNOVER
Turnover represented the total invoiced value of goods supplied to customers. The amount of each significant category of revenue recognised as turnover is as follows:
Six months ended
Year ended
31 December
30 June
2015
2014
2015
(unaudited)
(unaudited)
(audited)
RMB'000
RMB'000
RMB'000
Sales of oranges
36,779
340,999
408,934
Sales of bananas
18,656
-
-
Sales of self-bred saplings
564
-
1,171
Sales of processed fruit
331,160
243,398
552,622
387,159
584,397
962,727
6 OTHER INCOME
Six months ended
Year ended
31 December
30 June
2015
2014
2015
(unaudited)
(unaudited)
(audited)
RMB'000
RMB'000
RMB'000
Interest income
4,111
17,552
28,273
Gain on disposal of land use rights
6,029
-
-
Government grants
-
30
30
Sundry income
22
19
60
10,162
17,601
28,363
7 OTHER OPERATING EXPENSES
Six months ended
Year ended
31 December
30 June
2015
2014
2015
(unaudited)
(unaudited)
(audited)
RMB'000
RMB'000
RMB'000
Write off of biological assets
-
-
114,071
Write off of inventories#
-
488
488
Impairment of property, plant and equipment##(note 12)
581,498
-
-
Impairment of biological assets##(note 13)
270,401
-
-
Impairment of intangible assets###(note 14)
45,187
-
-
Impairment of goodwill
-
-
303,883
897,086
488
418,442
7 OTHER OPERATING EXPENSES (Continued)
#
These expenses were resulted from the widespread damage caused by Typhoon Rammasun in July 2014.
##
These expenses were related to the closure of Xinfeng Plantation in December 2015. The Group engaged two independent research centres, Citrus Research Institute, the national scientific research centre for citrus fruits and directly subordinated to the Chinese Academy of Agricultural Sciences, the Ministry of Agriculture of the PRC and Guangxi Academy of Specialty Crops, the scientific research centre subordinated to the Department of Agriculture of Guangxi Zhuang Autonomous Region, the PRC, to conduct comprehensive investigations into the extent of the infection of Huanglongbing disease at Xinfeng Plantation (the "Investigations"). According to the reports from the Investigations, Xinfeng Plantation is no longer economically productive due to the massive infection of Huanglongbing disease and so the Board resolved to shut down Xinfeng Plantation with operations ceasing permanently. As a result, impairment losses and provisions were recognised for the six months ended 31 December 2015.
###
These expenses were incurred as the directors of the Company have determined that the aggregate carrying amount of capitalised development costs is in excess of their recoverable amount based on a value in use calculation. Therefore, an impairment loss of RMB45,187,000 is recognised for the six months ended 31 December 2015 so as to reflect the reduced recoverable amount of the intangible assets as assessed by management based on the current business and operating environment. More details are set out in note 14.
8 LOSS BEFORE INCOME TAX
Loss before income tax is stated after charging/(crediting) the following:
Six months ended
Year ended
31 December
30 June
2015
2014
2015
(unaudited)
(unaudited)
(audited)
RMB'000
RMB'000
RMB'000
(a)
Finance costs
Bank charges
59
-
-
Finance charges on obligations
under finance leases
29
33
67
88
33
67
(b)
Staff costs (including directors'
emoluments)
- salaries, wages and other benefits
63,424
80,402
144,810
- share-based payments
7,069
3,371
6,710
- contributions to defined contribution
retirement plans
2,141
1,848
3,960
72,634
85,621
155,480
8 LOSS BEFORE INCOME TAX (Continued)
Six months ended
Year ended
31 December
30 June
2015
2014
2015
(unaudited)
(unaudited)
(audited)
Note
RMB'000
RMB'000
RMB'000
(c)
Other items
Amortisation of land use rights
733
777
1,553
Amortisation of intangible assets
14
5,904
5,374
10,824
Auditor's remuneration
954
1,113
2,199
Cost of agricultural produce sold #
501,990
504,347
842,570
Cost of inventories of processed
fruit recognised as expenses ##
325,828
212,970
538,995
Depreciation of property, plant and
equipment
12
106,941
98,955
201,098
Add: Realisation of depreciation
previously capitalised as
biological assets
31,973
26,745
26,979
Less: Amount capitalised as biological
assets
(35,339)
(31,575)
(58,386)
103,575
94,125
169,691
Exchange (gains) or losses, net
(2,977)
(1,202)
2,744
Operating lease expenses
- plantation bases
4,934
5,420
9,335
- properties
979
540
1,197
Research and development costs
16,628
2,441
8,592
Write off of inventories###
11,567
595
9,072
Write off of trade and other receivables
-
-
2,717
Loss on disposal of property, plant
and equipment
4,081
1,245
1,905
Gain on disposal of land use rights
(6,029)
-
-
# Cost of agricultural produce sold includes RMB92,138,000 (six months ended 31 December 2014: RMB108,490,000, year ended 30 June 2015: RMB170,062,000) relating to staff costs, depreciation and operating lease expenses, which were also included in the respective total amount disclosed separately above for each of these types of expenses.
## Cost of inventories of processed fruit recognised as expenses includes RMB55,823,000 (six months ended 31 December 2014: RMB45,147,000, year ended 30 June 2015: RMB100,572,000) relating to staff costs, amortisation of land use rights, amortisation of intangible assets and depreciation, which were also included in the respective total amount disclosed separately above for each of these types of expenses.
### The write off of inventories for the period comprises RMB11,567,000 (six months ended 31 December 2014: RMB107,000, year ended 30 June 2015: RMB8,584,000) included in general and administrative expenses and RMBNil (six months ended 31 December 2014: RMB488,000, year ended 30 June 2015: RMB488,000) included in other operating expenses in the condensed consolidated statement of profit and loss.
9 INCOME TAX EXPENSE
On the basis stated below, no income tax has been provided for by the Group:
(a) Pursuant to the rules and regulations of Bermuda, the Cayman Islands and the British Virgin Islands, the Group is not subject to any income tax in the respective tax jurisdictions.
(b) No Hong Kong profits tax has been provided for as the Group did not have assessable profits arising in or derived from Hong Kong.
(c) No PRC enterprise income tax has been provided for as the Group did not have assessable profit in the PRC during the period. The provision for PRC enterprise income tax is based on the respective applicable rates on the estimated assessable income of the Group's subsidiaries in the PRC as determined in accordance with the relevant income tax laws, rules and regulations of the PRC.
According to the PRC tax law, its rules and regulations, enterprises that engage in certain qualifying agricultural businesses are eligible for certain tax benefits, including full enterprise income tax exemption on profits derived from such businesses. Certain operating subsidiaries of the Group in the PRC engaged in qualifying agricultural business are entitled to full exemption of enterprise income tax.
The applicable enterprise income tax rate of the Group's other operating subsidiaries in the PRC is 25%.
(d) PRC withholding income tax
Under the PRC tax law, profits of the Group's subsidiaries in the PRC derived since 1 January 2008 is subject to withholding income tax at rates of 5% or 10% upon the distribution of such profits to foreign investors or companies incorporated in Hong Kong, or for other foreign investors, respectively. Pursuant to the grandfathering arrangements of the PRC tax law, dividends receivable by the Group from its PRC subsidiaries in respect of the undistributed profits derived prior to 31 December 2007 are exempt from the withholding income tax. At 31 December 2015, no deferred tax liabilities have been recognised in respect of the tax that would be payable on the unremitted profits of the PRC subsidiaries derived since 1 January 2008 as the Company is in a position to control the dividend policies of the PRC subsidiaries and no distribution of such profits is expected to be declared from the PRC subsidiaries in the foreseeable future.
10 LOSS PER SHARE
The calculation of basic and diluted loss per share is based on the following:
Six months ended
Year ended
31 December
30 June
2015
2014
2015
(unaudited)
(unaudited)
(audited)
RMB'000
RMB'000
RMB'000
Loss
Loss attributable to equity shareholders
of the Company used in basic and diluted
loss per share calculation
(1,616,300)
(236,413
)
(1,222,371
)
Weighted average number of shares
'000
'000
'000
Weighted average number of ordinary shares used in basic and diluted loss per share calculation
1,249,638
1,249,638
1,249,638
The potential ordinary shares arising from the conversion of share options had an anti-dilutive effect on the basic loss per share hence they were ignored in the calculation of diluted loss per share.
11 DIVIDENDS
The directors do not declare the payment of any interim dividend in respect of the six-month period ended 31 December 2015 and 2014.
12 PROPERTY, PLANT AND EQUIPMENT
Buildings
Lesehold
improvements
Plant and
machinery
Furniture,
Fixture and equipment
Motor
vehicles
Farmland
Infrastructure and machinery
Total
RMB'000
RMB'000
RMB'000
RMB'000
RMB'000
RMB'000
RMB'000
Cost
At 1 July 2014
431,961
3,668
435,458
13,803
12,050
2,178,263
3,075,203
Additions
5,294
-
32,524
311
60
14,650
52,839
Transfer form
construction-in-progress
4,932
-
30,609
-
-
77,308
112,849
Disposals
(979
)
-
(34,504
)
(42
)
(97
)
(11,085
)
(46,707
)
At 30 June 2015 (audited)
441,208
3,668
464,087
14,072
12,013
2,259,136
3,194,184
Additions
6,447
-
12,246
901
-
-
19,594
Transfer from
construction-in-progress
4,037
-
3,469
-
-
63,050
70,556
Disposals
(4,658
)
-
(4,400
)
(1,362
)
(4
)
-
(10,424
)
At 31 December 2015
(unaudited)
447,034
3,668
475,402
13,611
12,009
2,322,186
3,273,910
Accumulated depreciation
and impairment
At 1 July 2014
55,934
1,226
80,341
8,501
6,956
616,999
769,957
Charge for the year
23,471
125
50,628
1,506
1,394
123,974
201,098
Written back on disposals
(343
)
-
(18,842
)
(41
)
(92
)
(11,059
)
(30,377
)
At 30 June 2015 (audited)
79,062
1,351
112,127
9,966
8,258
729,914
940,678
Charge for the period
11,462
63
27,128
1,107
387
66,794
106,941
Impairment loss recognised
for the period
1,182
17
-
9
-
580,290
581,498
Written back on disposals
(1,760
)
-
(3,136
)
(1,165
)
(4
)
-
(6,065
)
At 31 December 2015
(unaudited)
89,946
1,431
136,119
9,917
8,641
1,376,998
1,623,052
Carrying amount
At 31 December 2015
(unaudited)
357,088
2,237
339,283
3,694
3,368
945,188
1,650,858
At 31 December 2014
(unaudited)
366,837
2,379
344,536
4,664
4,338
1,571,743
2,294,497
At 30 June 2015 (audited)
362,146
2,317
351,960
4,106
3,755
1,529,222
2,253,506
At 31 December 2015, the carrying amount of farmland infrastructure and machinery held under finance lease was RMB665,000 (31 December 2014: RMB775,000, 30 June 2015: RMB715,000).
Xinfeng Plantation was suffered from massive infection of Huanglongbing diseaseas identified in the reports from the Investigations mentioned in note 7 and it was shut down with operations ceasing permanently. As a result, property, plant and equipment of RMB581,498,000 at Xinfeng Plantation has been impaired for the six months ended 31 December 2015.
13 BIOLOGICAL ASSETS
Biological assets are analysed as follows:
Citrus
Others
Self-bred
saplings
Infant
trees
Citrus
trees
Banana
trees
Total
RMB'000
RMB'000
RMB'000
RMB'000
RMB'000
At 1 July 2014
2,832
323,969
1,294,971
-
1,621,772
Net additions
5,474
-
-
192
5,666
Sales of citrus self-bred saplings
(1,472
)
-
-
-
(1,472
)
Intra transfer to citrus infant trees
(390
)
390
-
-
-
Intra transfer to citrus trees
-
(25,654
)
25,654
-
-
Net increase due to cultivation
-
247,333
69,620
10,767
327,720
Write off of citrus trees
-
-
(114,071
)
-
(114,071
)
Change in fair value due to price,
yield, maturity and cost changes
-
-
(242,833
)
-
(242,833
)
At 30 June 2015 (audited)
6,444
546,038
1,033,341
10,959
1,596,782
Net additions
2,601
-
-
193
2,794
Sales of citrus self-bred saplings
(686
)
-
-
-
(686
)
Impairment
-
(401)
(270,000
)
-
(270,401
)
Net increase/(decrease) due to
cultivation/(harvest)
-
139,724
(101,473
)
(7,928
)
30,323
Change in fair value due to price,
yield, maturity and cost changes
-
-
(190,000
)
-
(190,000
)
At 31 December 2015 (unaudited)
8,359
685,361
471,868
3,224
1,168,812
At 31 December 2014 (unaudited)
4,498
482,913
1,188,398
4,225
1,680,034
At 30 June 2015 (audited)
6,444
546,038
1,033,341
10,959
1,596,782
Represented by:
Citrus
Others
31 December
30 June
Self-bred
Infant
Citrus
Banana
2015
2014
2015
saplings
trees
trees
trees
Total
Total
Total
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
RMB'000
RMB'000
RMB'000
RMB'000
RMB'000
RMB'000
RMB'000
Non-current
8,359
685,361
320,000
-
1,013,720
1,527,411
1,332,482
Current
-
-
151,868
3,224
155,092
152,623
264,300
8,359
685,361
471,868
3,224
1,168,812
1,680,034
1,596,782
13 BIOLOGICAL ASSETS (Continued)
The movements in biological assets are summarised as follows:
Citrus
Others
Self-bred
saplings
Infant
trees
Citrus
trees
Banana
trees
Number
Number
Number
Number
At 1 July 2014
265,602
1,903,268
2,714,038
-
Net additions
121,190
-
-
221,769
Sales of citrus self-bred saplings
(97,590
)
-
-
-
Intra transfer to citrus infant trees
(29,523
)
29,523
-
-
Intra transfer to citrus trees
-
(63,584
)
63,584
-
Write off of citrus trees#
-
-
(317,839
)
-
At 30 June 2015 (audited)
259,679
1,869,207
2,459,783
221,769
Impairment##
-
(2,563)
(1,282,161
)
-
Sales of citrus self-bred saplings
(50,484
)
-
-
-
At 31 December 2015 (unaudited)
209,195
1,866,644
1,177,622
221,769
# The Group has identified the presence of Huanglongbing disease at Xinfeng Plantation since April 2015. 317,839 winter orange trees with carrying amount of RMB114,071,000 suffering from Huanglongbing disease were removed during the year ended 30 June 2015 so to prevent the spread of Huanglongbing disease and protect the unaffected orange trees.
## Xinfeng Plantation was suffered from massive infection of Huanglongbing disease as identified in the reports from the Investigations mentioned in note 7 and it was shut down with operations ceasing permanently. As a result, 2,563 infant trees and 1,282,161 citrus trees were impaired by RMB401,000 and RMB270,000,000 respectively for the six months ended 31 December 2015.
Self-bred saplings and infant trees are undergoing biological transformation leading to them being able to produce oranges and grapefruits. Once the self-bred saplings and infant trees become mature and productive, they will be transferred to the category of citrus trees. The role of citrus trees is to supply oranges and grapefruits through the processes of growth in each production cycle. As at 31 December 2014, 30 June 2015 and 31 December 2015, citrus trees comprised orange trees only.
The role of banana trees is to supply bananas through the processes of growth in their production cycle. As at 31 December 2015 and 2014, banana trees are stated at cost as little biological transformation has taken place since initial cost incurrence as banana trees were naturally re-seeded from the original banana trees towards the end of the reporting period.
The Group has engaged an independent valuer to determine the fair value of orange trees as at 31 December 2015. The valuation methodology used to determine the fair value of orange trees is in compliance with both IAS 41, Agriculture, and the International Valuation Standards issued by the International Valuation Standards Council which aims to determine the fair value of a biological asset in its present location and condition.
13 BIOLOGICAL ASSETS (Continued)
The fair value of orange trees less costs to sell is calculated by deducting the estimated costs directly attributable to the disposal of the orange trees from the fair value of the orange trees. The fair value has been determined by calculating expected future cash flows from the assets, discounted at a rate that reflects management's best estimation of the expected risk level, and deducting therefrom the value of plantation-related machinery and equipment and land improvements. In estimating the future cash flows and discount rate, the following key assumptions were applied:
(a) The market price variables, which represent the assumed market price for summer oranges and winter oranges produced by the Group. The valuation adopted the historical market sales prices for each type of orange produced by the Group as the basis of sales price estimation. The market prices are assumed to have increased by 3% per annum, which is similar to the projected long-term inflation rate.
(b) The yield per tree variables represents the harvest level of the orange trees. The yield of orange trees is affected by the age, species and health of the orange trees, as well as the climate, location, soil condition, topography and infrastructure. In general, yield per tree increases from age 3 to 15, remains stable for about 10 years, and then starts to decline from age 25 to 35.
(c) The direct production cost variables, which represent the direct costs necessary to bring the oranges to their sale form. These mainly include raw material costs and direct labour costs. The direct production cost variables are determined by reference to actual costs incurred for areas that have been previously harvested, and have taken into account the projected long-term inflation rate of 3% per annum.
(d) The Capital Asset Pricing Model has been used to determine a discount rate of 18% (six months ended 31 December 2014: 18%, year ended 30 June 2015: 18%) to be applied to the orange trees operations.
(e) Other key assumptions which have taken into account in valuing the Group's biological assets include, among other things,
(i) cash flows are calculated from the current rotation of orange trees only, without taking into account the projected revenue or costs related to the re-establishment of new orange trees;
(ii) projected cash flows have taken into account the projected long-term inflation rate of 3% per annum and excluded financial costs and taxation;
(iii) as discounted cash flows are based on current orange prices, planned future business activities that may impact the future prices of oranges harvested from the Group's plantations are not considered; and
(iv) no allowance is made for cost improvements in future operations.
The fair value measurement of the orange trees is categorised as level 3 fair value measurement within the three-level fair value hierarchy as defined in IFRS 13, Fair value measurement. Significant unobservable inputs are mainly the expected future cash flow and the discount rate. The higher the future cash flows or the lower the discount rate, the higher the fair value determined.
13 BIOLOGICAL ASSETS (Continued)
During the six months ended 31 December 2015, six months ended 31 December 2014 and year ended 30 June 2015, there was no transfer occurred between levels in the hierarchy.
The land currently occupied by the Group is leased from independent third parties, and has no commercial value. With reference to the value of machinery and equipment and other assets (represented by improvements in structures and buildings, wind breakers, etc.), the total values of the assets as at 31 December 2015 for Hepu Plantation and Xinfeng Plantation are approximately RMB376 million (31 December 2014: RMB399 million, 30 June 2015: RMB368 million) and RMBNil (31 December 2014: RMB612 million, 30 June 2015: RMB593 million), respectively.
The quantity and value of agricultural produce harvested during the period/year were as follows:
Six months ended 31 December
Year ended 30 June
2015
2014
2015
Quantity
Value
Quantity
Value
Quantity
Value
(unaudited)
(unaudited)
(audited)
Tonnes
RMB'000
Tonnes
RMB'000
Tonnes
RMB'000
Oranges
15,565
36,779
110,993
340,999
130,125
408,934
Bananas
5,931
18,656
-
-
-
-
21,496
55,435
110,993
340,999
130,125
408,934
The Group is exposed to a number of risks relating to its plantations:
(1) Regulatory and environmental risks
The Group is subject to laws and regulations in the jurisdiction in which it operates. The Group has established environmental policies and procedures aimed at compliance with local environmental and other laws. Management performs regular reviews to identify environmental risks and to ensure that the systems in place are adequate to manage those risks.
(2) Supply and demand risks
The Group is exposed to risks arising from fluctuations in the price and sales volume of oranges and bananas. Where possible the Group manages these risks by aligning its harvest volume to market supply and demand. Management performs regular industry trend analyses to ensure that the Group's pricing structure is in line with the market and to ensure that projected harvest volumes are consistent with the expected demand.
(3) Climate and other risks
The Group's plantations are exposed to the risk of damage from climatic changes, diseases, forest fires and other natural forces. The Group has extensive processes in place aimed to minimise those risks, including regular forest health inspections and industry pest and disease surveys.
14 INTANGIBLE ASSETS
Capitalised
development costs
Trademark
Total
RMB'000
RMB'000
RMB'000
Cost
At 1 July 2014
107,726
3
107,729
Additions
8,200
-
8,200
At 30 June 2015 (audited) and 31 December 2015
(unaudited)
115,926
3
115,929
Accumulated amortisation and impairment
At 1 July 2014
54,012
2
54,014
Charge for the year
10,823
1
10,824
At 30 June 2015 (audited)
Charge for the period
64,835
5,904
3
-
64,838
5,904
Impairment loss recognised for the period
45,187
-
45,187
At 31 December 2015 (unaudited)
115,926
3
115,929
Carrying amount
At 31 December 2015 (unaudited)
-
-
-
At 31 December 2014 (unaudited)
48,340
1
48,341
At 30 June 2015 (audited)
51,091
-
51,091
The amortisation charge for the period of RMB3,507,000 (six months ended 31 December 2014: RMB2,694,000, year ended 30 June 2015: RMB5,464,000) and RMB2,397,000 (six months ended 31 December 2014: RMB2,680,000, year ended 30 June 2015: RMB5,360,000) is included in cost of sales and general and administrative expenses, respectively, in the condensed consolidated statement of profit or loss.
Capitalised development costs represent expenditure incurred in developing techniques relating to the cultivation of citrus trees and processing of fruit, which will increase the productivity of the relevant operations in the future periods.
The directors of the Company have determined that there is impairment on intangible assets as the aggregate carrying amounts of capitalised development costs is in excess of their recoverable amount based on a value in use calculation.
During the six months ended 31 December 2015, the Group recognised an impairment loss of RMB10,780,000 and RMB34,407,000 in the agricultural produce segment and the processed fruit segment respectively (six months ended 31 December 2014: RMBNil, year ended 30 June 2015: RMBNil) so as to reflect the reduced recoverable amount of the intangible assets as assessed by management based on the current business and operating environment.
14 INTANGIBLE ASSETS (Continued)
For the six months ended 31 December 2015, the recoverable amount of the intangible assets in the agricultural produce segment has been determined based on a value in use calculation which uses cash flow projections from financial budgets approved by management covering a 5-year period, and a discount rate of 18%. Other key assumptions for the value in use calculations relate to the estimation of cash flows which include budgeted sales and gross margin, and such estimations are based on the past performance of the agricultural produce segment and management's expectations based on market developments.
For the six months ended 31 December 2015, the recoverable amount of the intangible assets in the processed fruit segment has been determined based on a value in use calculation which uses cash flow projections from financial budgets approved by management covering a 5-year period, and a discount rate of 12%. Other key assumptions for the value in use calculations relate to the estimation of cash flows which include budgeted sales and gross margin, and such estimations are based on the past performance of the processed fruit segment and management's expectations based on market developments.
15 TRADE AND OTHER RECEIVABLES
Included in trade and other receivables are trade receivables with the ageing analysis of trade receivables based on invoice date is as follows:
31 December
30 June
2015
2014
2015
(unaudited)
(unaudited)
(audited)
RMB'000
RMB'000
RMB'000
Less than 1 month
24,836
68,243
59,183
1 to 3 months
30,994
33,970
51,464
3 to 6 months
824
7
2,339
Over 1 year
-
49
-
56,654
102,269
112,986
Trade receivables from sales of goods are normally due for settlement within 30 to 90 days from the date of billing, while that from the sale of property units are due for settlement in accordance with the terms of the related sale and purchase agreements.
15 TRADE AND OTHER RECEIVABLES (Continued)
The ageing analysis of trade receivables that are neither individually nor collectively considered to be impaired is as follows:
31 December
30 June
2015
2014
2015
(unaudited)
(unaudited)
(audited)
RMB'000
RMB'000
RMB'000
Neither past due nor impaired
54,077
73,067
110,615
Less than 1 month past due
2,388
22,414
1,382
1 to 3 months past due
189
6,762
989
Over 1 year past due
-
26
-
Amounts past due but not impaired
2,577
29,202
2,371
56,654
102,269
112,986
Trade receivables that were neither past due nor impaired relate to a wide range of customers for whom there was no recent history of default.
Trade receivables that were past due but not impaired relate to a number of independent customers that have a good track record with the Group. Based on past experience, management believes that no impairment allowance is necessary in respect of these balances as there has not been a significant change in credit quality and the balances are considered fully recoverable.
16 TRADE AND OTHER PAYABLES
Included in trade and other payables are trade payables with the ageing analysis of trade payables by invoice date is as follows:
31 December
30 June
2015
2014
2015
(unaudited)
(unaudited)
(audited)
RMB'000
RMB'000
RMB'000
Less than 3 months
96,935
68,410
102,966
3 to 6 months
1,283
260
129
6 to 12 months
6,432
658
2,009
Over 1 year
584
9
531
105,234
69,337
105,635
17 FINANCIAL INFORMATION
The results announcement was approved by the Board on 26 February 2016. The interim financial information has been prepared on a going concern basis in accordance with IAS 34, Interim financial reporting. The accounting policies applied in preparing the interim financial information are consistent with those adopted and disclosed in the Group's consolidated financial statements for the year ended 30 June 2015, except for the accounting policy changes as detailed in note 3.
The Company's auditors have reviewed and reported on the Group's interim financial information for the six months ended 31 December 2015. An extract of the modified review report issued by HLB Hodgson Impey Cheng Limited is as follows:
Basis for qualified conclusion
Opening balances and comparative figures
The consolidated financial statements of the Group for the year ended 30 June 2015, which form the basis for the corresponding figures presented in the current period's interim financial information, were not audited by us. The predecessor auditor's audit opinion on the consolidated financial statements of the Group for the year ended 30 June 2015 were qualified because of the possible effect of the limitation on the scope of the audit in relation to the Group's recorded purchases of fertilisers from an enterprise in the People's Republic of China with a reported value of RMB104,317,000 for the year and a corresponding recorded trade payable balance at a carrying amount of RMB24,800,000 as at 30 June 2015. Details of the qualified audit opinion were set out in the independent auditor's report dated 30 September 2015 and included in the Company's annual report for the year ended 30 June 2015.
We were not able to obtain sufficient appropriate audit evidence to enable us to assess the limitation of scope for the year ended 30 June 2015. Any adjustment found to be necessary to the opening balances as at 1 July 2015 may affect the balance of retained profits as at 1 July 2015, the Group's cost of sales, the results and related disclosures in the notes to the interim financial information of the Group for the six months ended 31 December 2015.
Qualified conclusion
Based on our review, except for the possible effects of the matter described in the basis for qualified conclusion paragraph, nothing has come to our attention that causes us to believe that the interim financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34, Interim financial reporting.
OTHER INFORMATION
DIVIDENDS
The Board does not recommend the payment of an interim dividend for the six months ended 31 December 2015 (six months ended 31 December 2014: Nil).
PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES
The Company did not redeem any of its listed securities nor did the Company or any of its subsidiaries purchase or sell any of such securities during the six months ended 31 December 2015.
CORPORATE GOVERNANCE CODE
During the six months ended 31 December 2015, the Directors, where practicable, for an organisation of the Group's size and nature sought to adopt the two corporate governance codes below:
1. the UK Corporate Governance Code which is the key source of corporate governance recommendations for listed companies in the United Kingdom and consists of principles of good governance and covers the following areas: (i) Leadership; (ii) Effectiveness; (iii) Accountability; (iv) Remuneration; and (v) Relations with shareholders; and
2. the Corporate Governance Code (the "Code") contained in Appendix 14 to the Hong Kong Listing Rules, which took effect on 1 April 2012.
The Company has complied with all the code provisions as set out in the Code during the six months ended 31 December 2015 except for the deviations set out below:
Code Provision A.5.1
The Company does not have a nomination committee. The Directors do not consider that, given the size of the Group and the stage of its development, it is necessary to have a nomination committee. However, this will be kept under regular review by the Board. The Board as a whole regularly reviews the plans for orderly succession to the Board and its structure, size and composition. If the Board considers that it is necessary to appoint new Director(s), it will set down the relevant appointment criteria which may include, where applicable, the background, experience, professional skills, personal qualities, availability to commit to the affairs of the Company and, in case of Independent Non-executive Directors ("INEDs"), the independence requirements set out in the Hong Kong Listing Rules from time to time. Nomination of new Director(s) will normally be made by the Executive Directors and subject to the Board's approval. External consultants may be engaged, if necessary, to access a wider range of potential candidate(s).
DIRECTORS' SECURITIES TRANSACTIONS
The Company has adopted a code for Directors' dealings appropriate for a company whose shares are admitted to trading on AIM of the London Stock Exchange and takes all reasonable steps to ensure compliance by the Directors and any relevant employees. The Company has also adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 to the Hong Kong Listing Rules as its own code of conduct for dealings in the securities. Following a specific enquiry made to all Directors by the Company, each of them has confirmed that he had fully complied with the required standard as set out in the Model Code throughout the six months ended 31 December 2015.
CHANGES IN THE COMPOSITION OF THE BOARD AND OTHER POSITIONS OF DIRECTORS
Changes in the composition of the Board during the six months ended 31 December 2015 and up to the date of this report are as follows:
With effect from 4 August 2015:
(a) Mr. Ng Hoi Yue was re-designated from an INED to an Executive Director and resigned as the Non-executive Chairman of the Board; and
(b) Mr. Ng Ong Nee was appointed the Chairman of the Board.
With effect from 12 November 2015:
(a) Mr. Cheung Wai Sun, Mr. Pang Yi and Mr. Ng Cheuk Lun retired from the Board, effective from the conclusion of the annual general meeting of the Company held on 12 November 215 (the "AGM") as they did not offer themselves for re-election as Executive Directors of the Company at the AGM.
(b) Mr. Tong Hung Wai, Tommy resigned as an Executive Director of the Company and the Vice Chairman of the Company; and
(c) Mr. Ho Wai Leung resigned as an INED of the Company.
Changes in other positions of the Directors during the six months ended 31 December 2015 are as follows:
With effect from 3 August 2015:
(a) Mr. Ng Cheuk Lun resigned as the Secretary of the Company and an authorised representative of the Company under the Hong Kong Listing Rules (the "LR Representative"); and
(b) Mr. Ng Ong Nee was appointed as a LR Representative.
With effect from 4 August 2015:
(a) Mr. Tong Hung Wai, Tommy resigned as a LR Representative, and an authorised representative (the "CO Representative") of the Company for accepting service of process and notices in Hong Kong on behalf of the Company under Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the "Companies Ordinance");
(b) Mr. Ng Hoi Yue was appointed as the Deputy Chief Executive Officer of the Company, a LR Representative and a CO Representative and resigned as the chairman and a member of the Audit Committee and the Remuneration Committee of the Company;
(c) Mr. Chung Koon Yan was appointed as the chairman of the Audit Committee and the Remuneration Committee; and
(d) Dr. Lui Ming Wah, SBS JP was appointed as a member of the Audit Committee.
CHANGES IN THE COMPOSITION OF THE BOARD AND OTHER POSITIONS OF DIRECTORS (Continued)
With effect from 12 November 2015:
(a) Mr. Ho Wai Leung resigned as a member of the Remuneration Committee; and
(b) Dr. Lui Ming Wah, SBS JP was appointed as a member of the Remuneration Committee.
REVIEW OF FINANCIAL STATEMENTS
The Audit Committee comprises three INEDs. Mr. Chung Koon Yan acts as chairman of the committee with Dr. Lui Ming Wah, SBS JP and Mr. Yang Zhen Han acting as members. The establishment of Audit Committee is in compliance with Rule 3.21 of the Hong Kong Listing Rules.
The Audit Committee has the primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the Company is properly measured and reported on, receiving and reviewing reports from management and the external auditors relating to the annual and interim financial statements, and monitoring the accounting and internal control systems in use throughout the Group for the six months ended 31 December 2015.
PUBLICATION OF INTERIM REPORT
The interim report will be published on the respective websites of the Company (www.asian-citrus.com) under the investor relations section and the HKEx (www.hkex.com.hk).
By Order of the Board
Asian Citrus Holdings Limited
Ng Ong Nee
Chairman
Hong Kong, 26 February 2016
As at the date of this announcement, the board of directors of the Company comprises two executive directors, namely Mr. Ng Ong Nee (Chairman and Chief Executive Officer) and Mr. Ng Hoi Yue (Deputy Chief Executive Officer); and three independent non-executive directors, namely Mr. Chung Koon Yan, Dr. Lui Ming Wah, SBS, JP and Mr. Yang Zhen Han.
This information is provided by RNSThe company news service from the London Stock ExchangeENDIR GCGDDGUDBGLL
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