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REG - Asian Citrus Hldgs - Half Yearly Report <Origin Href="QuoteRef">0073.HK</Origin> - Part 1

RNS Number : 2838Q
Asian Citrus Holdings Ltd
26 February 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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





31 December


30 June




2015


2014





(unaudited)


(unaudited)


)


Note

RMB'000


RMB'000










Turnover

5

387,159


584,397



Cost of sales


(827,818

)

(717,317

)

(1,381,565

)








Gross loss


(440,659

)

(132,920

)

)

Other income

6

10,162


17,601



Change in fair value of biological assets

13

(190,000

)

(40,000

)

)

Selling and distribution expenses


(8,769

)

(19,717

)

)

General and administrative expenses


(95,539

)

(59,771

)

)

Other operating expenses

7

(897,086

)

(488

)

)









Loss from operations


(1,621,891

)

(235,295

)

)

Finance costs

8(a)

(88

)

(33

)

)









Loss before income tax

8

(1,621,979

)

(235,328

)

)

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

)

)

Non-controlling interests


(5,679

)

1,085


(1,628

)











(1,621,979

)

(235,328

)

)










RMB


RMB



Loss per share

10






- Basic


(1.293

)

(0.189

)

)

- 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 RNS
The company news service from the London Stock Exchange
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