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.
TCC INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1136)
ANNOUNCEMENT OF UNAUDITED QUARTERLY RESULTS
FOR THE THREE MONTHS ENDED MARCH 31, 2017
RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2017
Reference is made to the announcement of the Company dated May 15, 2017 in relation to
unaudited financial information of TCC International Holdings Limited (the “Company”) and
its subsidiaries (collectively, the “Group”) for the three months ended March 31, 2017.
The board of directors of the Company (the “Board”) hereby announces the condensed
consolidated results of the Group for the three months ended March 31, 2017, which are
unaudited but have been reviewed by the Audit Committee and Deloitte Touche Tohmatsu,
the auditors of the Company, together with the unaudited comparative figures for the
corresponding period in 2016, as follows:
1
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED 31 MARCH 2017
Three months ended
31 March
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Unaudited)
2,654,410
(2,116,285)
2,056,045
(1,846,210)
538,125
10,974
(14,375)
(130,345)
(216,092)
(70,529)
209,835
16,681
21,626
(144,217)
(226,135)
(66,200)
Share of profits of associates
Share of loss of a joint venture
117,758
49,242
–
(188,410)
20,748
(74)
Profit (loss) before tax
Income tax (expense) credit
167,000
(78,865)
(167,736)
15,100
88,135
(152,636)
218,079
1,996
210,608
574
Revenue
Cost of sales
Gross profit
Investment income
Other income, gains and losses
Selling and distribution expenses
General and administrative expenses
Finance costs
Profit (loss) for the period
Other comprehensive income, net of income tax
Items that will not be reclassified to profit or loss:
Exchange differences arising on translation to
presentation currency
Share of other comprehensive income of associates
2
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME (CONTINUED)
Three months ended
31 March
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Unaudited)
Other comprehensive income for the period,
net of income tax
220,075
211,182
Total comprehensive income for the period
308,210
58,546
Profit (loss) for the period attributable to:
Owners of the Company
Non-controlling interests
83,685
4,450
(151,866)
(770)
88,135
(152,636)
301,736
6,474
56,739
1,807
308,210
58,546
HK1.42 cents
HK(3.19) cents
HK1.42 cents
HK(3.19) cents
Total comprehensive income attributable to:
Owners of the Company
Non-controlling interests
Earnings (loss) per share
– Basic
– Diluted
3
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
AT 31 MARCH 2017
Non-current assets
Property, plant and equipment
Prepaid lease payments
Intangible assets
Mining rights
Interests in associates
Interest in a joint venture
Other financial assets
Deposits paid for acquisition of property,
plant and equipment and other assets
Available-for-sale investments
Pledged bank deposits
Deferred tax assets
Current assets
Inventories
Prepaid lease payments
Prepayments, deposits and other receivables
Trade receivables
Tax recoverables
Held-for-trading investments
Derivative financial instruments
Restricted bank deposits
Pledged bank deposits
Time deposits
Cash and bank balances
4
31 March
2017
HK$ ’000
(Unaudited)
31 December
2016
HK$ ’000
(Audited)
14,915,897
1,813,537
3,452,624
415,558
1,445,673
–
20,213
15,009,306
1,794,820
3,424,323
420,741
1,416,528
–
20,041
379,294
34,453
15,990
116,359
421,704
34,453
15,834
114,455
22,609,598
22,672,205
1,115,706
56,609
787,181
3,041,302
20,599
45,451
–
69,735
1,471
78,251
3,585,828
1,175,793
55,587
713,475
2,874,063
20,851
38,193
396
68,826
1,457
83,159
4,172,477
8,802,133
9,204,277
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION (CONTINUED)
Current liabilities
Trade payables
Other payables and accrued liabilities
Tax payables
Bank loans
Net current assets
Total assets less current liabilities
Non-current liabilities
Deferred income – government grants
Bank loans
Amount due to immediate holding company
Deferred tax liabilities
31 March
2017
HK$ ’000
(Unaudited)
31 December
2016
HK$ ’000
(Audited)
991,330
1,441,103
74,961
2,402,768
1,136,922
1,437,130
112,263
2,295,456
4,910,162
4,981,771
3,891,971
4,222,506
26,501,569
26,894,711
14,768
6,424,400
620,800
346,148
14,783
7,122,800
620,800
343,029
7,406,116
8,101,412
19,095,453
18,793,299
Capital and reserves
Share capital – ordinary shares
Share capital – non-redeemable convertible
preference shares
Reserves
494,347
494,347
49,433
18,300,756
49,433
18,005,076
Equity attributable to owners of the Company
Non-controlling interests
18,844,536
250,917
18,548,856
244,443
19,095,453
18,793,299
5
REPORT ON REVIEW OF CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
Please refer to the Report on Review of Financial Information in relation to the condensed
consolidated results of the Group for the three months ended March 31, 2017 issued by
Deloitte Touche Tohmatsu, the Company’s auditors, as appended to this announcement for
further information.
AUDIT COMMITTEE
The Company’s Audit Committee has been established since 1999 and has formulated its
written terms of reference, which have from time to time been modified, in accordance with
the prevailing provisions of the Corporate Governance Code and Corporate Governance
Report as set out in Appendix 14 to the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited. The Audit Committee comprises three independent
non-executive Directors and a non-executive Director. The Audit Committee has reviewed the
accounting principles and policies adopted by the Company and discussed with management
the internal control and financial reporting matters. The Audit Committee has reviewed the
unaudited condensed consolidated results of the Group for the three months ended March 31,
2017.
REVIEW BY AUDITORS
The condensed consolidated financial statements of the Group for the three months ended
March 31, 2017 have been reviewed by Deloitte Touche Tohmatsu in accordance with Hong
Kong Standard on Review Engagements 2410 “Review of Interim Financial Information
Performed by the Independent Auditor of the Entity” issued by the Hong Kong Institute
of Certified Public Accountants. Please refer to the section headed “Report on Review of
Condensed Consolidated Financial Statements” in this announcement.
By Order of the Board
TCC International Holdings Limited
Koo, Jason Kung Yi
Managing Director
Hong Kong, 11 July 2017
6
As at the date of this announcement, the board of directors of the Company comprises Mr.
Chang, An-Ping, Nelson as the Chairman and an executive Director; Mr. Koo, Jason Kung
Yi as the Managing Director and an executive Director; Dr. Shan Weijian, Mr. Chang,
Kang-Lung, Jason, Ms. Wang, Lishin, Elizabeth and Ms. Wang, Chi-May as non-executive
Directors; and Dr. Liao Poon Huai, Donald, Dr. Chih Ching Kang, Kenneth and Mr. Shieh,
Jen-Chung, Roger as independent non-executive Directors.
The directors of the Company jointly and severally accept full responsibility for the accuracy
of the information contained in this announcement and confirm, having made all reasonable
inquiries, that to the best of their knowledge, opinions expressed in this announcement have
been arrived at after due and careful consideration and there are no other facts not contained
in this announcement, the omission of which would make any statement in this announcement
misleading.
7
APPENDIX
REPORT ON REVIEW OF FINANCIAL INFORMATION
TO THE BOARD OF DIRECTORS OF
TCC INTERNATIONAL HOLDINGS LIMITED
台泥國際集團有限公司
(incorporated in the Cayman Islands with limited liability)
Introduction
We have reviewed the condensed consolidated financial statements of TCC International
Holdings Limited (the “Company”) and its subsidiaries (collectively referred to as the
“Group”) set out on pages 10 to 27, which comprise the condensed consolidated statement of
financial position as of 31 March 2017 and the related condensed consolidated statement of
profit or loss and other comprehensive income, statement of changes in equity and statement
of cash flows for the three-month period then ended, and certain explanatory notes. The
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
require the preparation of a report on interim financial information to be in compliance with
the relevant provisions thereof and Hong Kong Accounting Standard 34 (“HKAS 34”) issued
by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”). The directors
of the Company are responsible for the preparation and presentation of these condensed
consolidated financial statements in accordance with HKAS 34. Our responsibility is to
express a conclusion on these condensed consolidated financial statements based on our
review, and to report our conclusion solely to you, as a body, in accordance with our agreed
terms of engagement, and for no other purpose. We do not assume responsibility towards or
accept liability to any other person for the contents of this report.
8
Scope of Review
We conducted our review in accordance with Hong Kong Standard on Review Engagements
2410 “Review of Interim Financial Information Performed by the Independent Auditor of the
Entity” (“HKSRE 2410”) issued by the Hong Kong Institute of Certified Public Accountants.
A review of these condensed consolidated financial statements consists of making inquiries,
primarily of persons responsible for financial and accounting matters, and applying analytical
and other review procedures. A review is substantially less in scope than an audit conducted
in accordance with Hong Kong Standards on Auditing and consequently does not enable
us to obtain assurance that we would become aware of all significant matters that might be
identified in an audit. Accordingly we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the
condensed consolidated financial statements are not prepared, in material respects, in
accordance with HKAS 34.
Without qualifying our review conclusion, we draw attention to the fact that the comparative
condensed consolidated statement of profit or loss and other comprehensive income, statement
of changes in equity and statement of cash flows for the three-month period ended 31 March
2016 and the relevant explanatory notes disclosed in the condensed consolidated financial
statements have not been reviewed in accordance with HKSRE 2410.
Deloitte Touche Tohmatsu
Certified Public Accountants
Hong Kong
11 July 2017
9
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED 31 MARCH 2017
NOTES
3
Revenue
Cost of sales
Gross profit
Investment income
Other income, gains and losses
Selling and distribution expenses
General and administrative expenses
Finance costs
4
Share of profits of associates
Share of loss of a joint venture
5
6
Profit (loss) before tax
Income tax (expense) credit
Profit (loss) for the period
Other comprehensive income, net of income tax
Items that will not be reclassified to profit or loss:
Exchange differences arising on translation to
presentation currency
Share of other comprehensive income of associates
10
Three months ended
31 March
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Unaudited)
2,654,410
(2,116,285)
2,056,045
(1,846,210)
538,125
10,974
(14,375)
(130,345)
(216,092)
(70,529)
209,835
16,681
21,626
(144,217)
(226,135)
(66,200)
117,758
49,242
–
(188,410)
20,748
(74)
167,000
(78,865)
(167,736)
15,100
88,135
(152,636)
218,079
1,996
210,608
574
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME (CONTINUED)
NOTES
Three months ended
31 March
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Unaudited)
Other comprehensive income for the period,
net of income tax
220,075
211,182
Total comprehensive income for the period
308,210
58,546
Profit (loss) for the period attributable to:
Owners of the Company
Non-controlling interests
83,685
4,450
(151,866)
(770)
88,135
(152,636)
301,736
6,474
56,739
1,807
308,210
58,546
HK1.42 cents
HK(3.19) cents
HK1.42 cents
HK(3.19) cents
Total comprehensive income attributable to:
Owners of the Company
Non-controlling interests
7
Earnings (loss) per share
– Basic
– Diluted
11
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
AT 31 MARCH 2017
NOTES
Non-current assets
Property, plant and equipment
Prepaid lease payments
Intangible assets
Mining rights
Interests in associates
Interest in a joint venture
Other financial assets
Deposits paid for acquisition of property,
plant and equipment and other assets
Available-for-sale investments
Pledged bank deposits
Deferred tax assets
9
10
Current assets
Inventories
Prepaid lease payments
Prepayments, deposits and other receivables
Trade receivables
Tax recoverables
Held-for-trading investments
Derivative financial instruments
Restricted bank deposits
Pledged bank deposits
Time deposits
Cash and bank balances
12
10
11
31 March
2017
HK$ ’000
(Unaudited)
31 December
2016
HK$ ’000
(Audited)
14,915,897
1,813,537
3,452,624
415,558
1,445,673
–
20,213
15,009,306
1,794,820
3,424,323
420,741
1,416,528
–
20,041
379,294
34,453
15,990
116,359
421,704
34,453
15,834
114,455
22,609,598
22,672,205
1,115,706
56,609
787,181
3,041,302
20,599
45,451
–
69,735
1,471
78,251
3,585,828
1,175,793
55,587
713,475
2,874,063
20,851
38,193
396
68,826
1,457
83,159
4,172,477
8,802,133
9,204,277
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION (CONTINUED)
NOTES
Current liabilities
Trade payables
Other payables and accrued liabilities
Tax payables
Bank loans
12
13
Net current assets
Total assets less current liabilities
Non-current liabilities
Deferred income – government grants
Bank loans
Amount due to immediate holding company
Deferred tax liabilities
13
31 March
2017
HK$ ’000
(Unaudited)
31 December
2016
HK$ ’000
(Audited)
991,330
1,441,103
74,961
2,402,768
1,136,922
1,437,130
112,263
2,295,456
4,910,162
4,981,771
3,891,971
4,222,506
26,501,569
26,894,711
14,768
6,424,400
620,800
346,148
14,783
7,122,800
620,800
343,029
7,406,116
8,101,412
19,095,453
18,793,299
Capital and reserves
Share capital – ordinary shares
Share capital – non-redeemable convertible
preference shares
Reserves
494,347
494,347
49,433
18,300,756
49,433
18,005,076
Equity attributable to owners of the Company
Non-controlling interests
18,844,536
250,917
18,548,856
244,443
19,095,453
18,793,299
13
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
FOR THE THREE MONTHS ENDED 31 MARCH 2017
Attributable to owners of the Company
Share
capital ordinary
shares
HK$’000
(Unaudited)
Share
capital convertible
preference
shares
HK$’000
(Unaudited)
494,347
49,433
13,991,308
Profit for the period
Exchange differences arising on translation to
presentation currency
Share of other comprehensive income of associates
–
–
–
–
Total comprehensive income for the period, net of tax
Preferred distribution to convertible preference shareholders
Capital
redemption
reserve
HK$’000
(Unaudited)
Land and
building
revaluation
reserve
HK$’000
(Unaudited)
Exchange
fluctuation
reserve
HK$’000
(Unaudited)
Statutory
reserve
fund
HK$’000
(Unaudited)
Other
reserve
HK$’000
(Unaudited)
Retained
earnings
HK$’000
(Unaudited)
208,263
5,130
68,747
(1,094,402)
509,686
(103,123)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
216,055
113
–
–
–
–
–
–
–
–
–
–
–
494,347
49,433
13,991,308
208,263
5,130
Share
capital ordinary
shares
HK$’000
(Unaudited)
Share
capital convertible
preference
shares
HK$’000
(Unaudited)
Share
premium
HK$’000
(Unaudited)
494,347
49,433
Loss for the period
Exchange differences arising on translation to
presentation currency
Share of other comprehensive income of associates
–
At 1 January 2017
At 31 March 2017
Share Contributed
premium
surplus
HK$’000
HK$’000
(Unaudited) (Unaudited)
Total
HK$’000
(Unaudited)
Non–
controlling
interests
HK$’000
(Unaudited)
Total
equity
HK$’000
(Unaudited)
4,419,467
18,548,856
244,443
18,793,299
–
83,685
83,685
4,450
88,135
–
–
–
1,883
–
–
216,055
1,996
2,024
–
218,079
1,996
216,168
–
1,883
83,685
301,736
6,474
308,210
–
–
–
–
(6,056)
(6,056)
–
(6,056)
68,747
(878,234)
509,686
(101,240)
4,497,096
18,844,536
250,917
19,095,453
Total
equity
HK$’000
(Unaudited)
Attributable to owners of the Company
Contributed
surplus
HK$’000
(Unaudited)
Capital
redemption
reserve
HK$’000
(Unaudited)
Land and
building
revaluation
reserve
HK$’000
(Unaudited)
Exchange
fluctuation
reserve
HK$’000
(Unaudited)
Statutory
reserve
fund
HK$’000
(Unaudited)
Other
reserve
HK$’000
(Unaudited)
Retained
earnings
HK$’000
(Unaudited)
Total
HK$’000
(Unaudited)
Non–
controlling
interests
HK$’000
(Unaudited)
13,991,308
208,263
5,130
66,938
382,099
424,613
(105,257)
4,443,678
19,960,552
252,248
20,212,800
–
–
–
–
–
–
–
–
(151,866)
(151,866)
(770)
(152,636)
–
–
–
–
–
–
–
–
–
–
–
–
208,031
273
–
–
–
301
–
–
208,031
574
2,577
–
210,608
574
Total comprehensive income (expense) for the period, net of tax
–
–
–
–
–
–
208,304
–
301
(151,866)
56,739
1,807
58,546
Preferred distribution to convertible preference shareholders
–
–
–
–
–
–
–
–
–
(6,056)
(6,056)
–
(6,056)
494,347
49,433
13,991,308
208,263
5,130
66,938
590,403
424,613
(104,956)
4,285,756
20,011,235
254,055
20,265,290
At 1 January 2016
At 31 March 2016
14
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS PERIOD ENDED 31 MARCH 2017
Three months ended
31 March
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Unaudited)
Net cash from operating activities
Investing activities
Interest received
Dividend received from associates
Purchase of property, plant and equipment
Payment for prepaid lease payments
Purchase of intangible assets
Purchase of mining rights
Proceeds from disposal of property, plant and equipment
Advance to an associate
Advance to a joint venture
Placement of restricted bank deposits
Placement of pledged bank deposits
Withdrawal of pledged bank deposits
Withdrawal (placement) of time deposits
Net cash from (used in) investing activities
Financing activities
Interest paid
New bank loans raised
Repayment of bank loans
Net cash used in financing activities
15
55,201
772,849
10,699
30,450
(21,161)
(9,583)
(126)
–
4,257
–
(9)
(293)
(15)
–
4,908
21,469
34,600
(74,722)
(821)
(894)
(74,242)
425
(585)
(18)
(311)
(17)
1
(144,810)
19,127
(239,925)
(76,952)
553,226
(1,160,290)
(60,354)
918,297
(2,170,758)
(684,016)
(1,312,815)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(CONTINUED)
Three months ended
31 March
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Unaudited)
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of the period
Effect of foreign exchange rate changes
(609,688)
4,172,477
23,039
(779,891)
5,330,638
28,356
CASH AND CASH EQUIVALENTS AT END OF
THE PERIOD, REPRESENTED BY CASH AND
BANK BALANCES
3,585,828
4,579,103
16
NOTES TO THE FINANCIAL INFORMATION
FOR THE THREE MONTHS ENDED 31 MARCH 2017
1.
BASIS OF PREPARATION
The condensed consolidated financial statements have been prepared in accordance with Hong Kong
Accounting Standard 34 (“HKAS 34”) “Interim Financial Reporting”, issued by the Hong Kong Institute
of Certified Public Accountants as well as with the applicable disclosure requirements of Appendix 16 to
the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing
Rules”).
2.
PRINCIPAL ACCOUNTING POLICIES
The condensed consolidated financial statements have been prepared on the historical cost basis, except
for certain properties and financial instruments, which are measured at revalued amounts or fair values, as
appropriate.
Except as described below, the accounting policies and methods of computation used in the condensed
consolidated financial statements for the three months ended 31 March 2017 are the same as those
followed in the preparation of the Group’s annual financial statements for the year ended 31 December
2016.
In the current interim period, the Group has applied, for the first time, the following amendments to
Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the HKICPA that are relevant for the
preparation of the Group’s condensed consolidated financial statements:
Amendments to HKAS 7
Disclosure initiative
Amendments to HKAS 12
Recognition of deferred tax assets for unrealised losses
Amendments to HKFRS 12
As part of the annual improvements to HKFRSs 2014-2016 cycle
The application of above amendments to HKFRSs in the current interim period has had no material effect
on the amounts reported in these condensed consolidated financial statements and/or disclosures.
17
The Group has not early applied the following new and amendments to HKFRSs that have been issued but
are not yet effective:
HKFRS 9
Financial instruments
HKFRS 15
Revenue from contracts with customers and
the related amendments
HKFRS 16
Leases
Amendments to HKFRS 2
Classification and measurement of share based-payment
transactions
Amendments to HKFRS 4
Applying HKFRS 9 Financial instruments,
with HKFRS Insurance contracts
Amendments to HKFRS 10 and
Sale or contribution of assets between an investor and
HKAS 28
Amendments to HKFRSs
3.
its associate or joint venture
Annual improvements to HKFRSs 2014-2016 cycle
SEGMENT INFORMATION
The Group’s operating businesses are structured and managed separately according to the nature of their
operations and the products and services they provide. Each of the Group’s operating segments represents
a strategic business unit that offers products and services which are subject to risks and returns that are
different from those of the other operating segments. Summary details of the reportable segments are as
follows:
(i)
the import, distribution and handling of cement segment which is the import, distribution and
handling of cement in Hong Kong;
(ii)
the manufacture and distribution of cement, clinker, concrete and other cement related products
segment which is the manufacture and distribution of cement, clinker, concrete and other cement
related products in the People’s Republic of China (the “PRC”); and
(iii)
the investment holding segment which invests in listed and unlisted equity securities and
management of exchange rate exposure through currency derivatives.
18
Segment revenue and results
The following table presents revenue and results by reportable segments.
For the three months ended 31 March (unaudited)
Manufacture and
Import,
distribution of
distribution and
cement, clinker, concrete and
handling of cement
other cement related products
2017
2016
2017
2016
HK$’000
HK$’000
HK$’000
HK$’000
Investment holding
2017
2016
HK$’000
HK$’000
Elimination
2017
2016
HK$’000
HK$’000
Consolidated
2017
2016
HK$’000
HK$’000
Segment revenue
Sales to external customers
Inter-segment sales
76,274
–
96,532
–
2,578,136
12,161
1,959,513
13,517
–
–
–
–
–
(12,161)
–
(13,517)
2,654,410
–
2,056,045
–
Segment profit (loss)
76,274
12,636
96,532
17,550
2,590,297
203,123
1,973,030
(147,747)
–
4,797
–
(3,156)
(12,161)
–
(13,517)
–
2,654,410
220,556
2,056,045
(133,353)
Unallocated central administration costs
Unallocated other income, gains and losses
(29,622)
(2,647)
(29,593)
40,736
Finance costs
Share of profits of associates
Share of loss of a joint venture
188,287
(70,529)
49,242
–
(122,210)
(66,200)
20,748
(74)
Profit (loss) before tax
167,000
(167,736)
The accounting policies of the operating segments are the same as the Group’s accounting policies.
Segment profit (loss) represents the profit earned by (loss from) each segment without allocation of central
administration costs (including Directors’ salaries), certain other income, gains and losses, finance costs
and share of profits of associates and share of loss of a joint venture. This is the measure reported to the
executive Directors, being the chief operating decision makers, for the purposes of resource allocation and
performance assessment.
Inter-segment sales are charged at prevailing market prices.
No analysis of the Group’s assets and liabilities by operating segments is disclosed as it is not regularly
provided to the executive Directors for review.
19
4.
FINANCE COSTS
Three months ended
31 March
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Unaudited)
66,962
61,482
3,567
4,718
70,529
66,200
Interest on:
Bank loans
Loan from immediate holding company
5.
PROFIT (LOSS) BEFORE TAX
Three months ended
31 March
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Unaudited)
281,665
302,140
14,507
15,138
Amortisation of intangible assets
4,653
4,861
Amortisation of mining rights
8,894
10,248
Profit (loss) before tax has been arrived
at after charging (crediting) the following:
Depreciation of property, plant and equipment
Amortisation of prepaid lease payments
Change in fair value of held-for-trading investments
Impairment losses of inventories
(7,258)
59
1,032
3,136
8,432
11,874
(8,919)
(8,829)
Impairment losses recognised in respect of loan and
other receivables
Net exchange gain
20
6.
INCOME TAX EXPENSE (CREDIT)
Three months ended
31 March
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Unaudited)
2,142
2,992
77,042
3,253
79,184
6,245
Current tax:
Hong Kong
PRC Enterprise Income Tax
Under (over) provision in prior years:
54
PRC Enterprise Income Tax
(373)
Deferred tax
78,865
(31)
(21,314)
(15,100)
Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable profits for both periods.
Taxation arising in the PRC is calculated at the rates prevailing in the relevant regions in the PRC.
21
7.
EARNINGS (LOSS) PER SHARE
The calculation of the basic and diluted earnings (loss) per share attributable to ordinary shareholders of
the Company is based on the following data:
Earnings (loss) for the purposes of basic and diluted earnings (loss) per share
Three months ended
31 March
Profit (loss) for the period attributable to owners of the Company
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Unaudited)
83,685
(151,866)
Less: Preferred distribution in respect of convertible
(6,056)
preference share
(6,056)
Undistributed earnings attributed to convertible preference
(7,638)
shareholders
69,991
–
(157,922)
Three months ended
Number of shares
31 March
2017
2016
’000
’000
(Unaudited)
(Unaudited)
4,943,465
4,943,465
Weighted average number of ordinary shares in issue for the
purposes of basic and diluted earnings (loss) per share
The computation of diluted earnings (loss) per share does not assume the conversion of the outstanding
convertible preference shares because their exercise would result in an increase in earnings per share
for the three months ended 31 March 2017 or a decrease in loss per share for the three months ended 31
March 2016.
22
8.
DIVIDENDS
No dividends were paid, declared or proposed during the period. The 2016 preferred distribution payable
to convertible preference shareholders totalling approximately HK$6,056,000 (2016: HK$6,056,000) was
recognised as distribution during the period ended 31 March 2017.
The Board does not recommend the payment of dividend for the three months ended 31 March 2017
(2016: Nil)
9.
PROPERTY, PLANT AND EQUIPMENT
During the three months ended 31 March 2017, the Group acquired property, plant and equipment of
approximately HK$59,953,000 (2016: HK$31,435,000).
10.
PREPAID LEASE PAYMENTS
During the three months ended 31 March 2017, the Group acquired prepaid lease payments of
approximately HK$16,463,000 (2016: HK$819,000).
11.
TRADE RECEIVABLES
Trade receivables from outsiders
Trade receivable from an associate
Trade receivable from a related party
Less: Allowance for doubtful debts
31 March
31 December
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Audited)
3,123,485
2,954,194
13,398
14,588
8,666
8,605
(104,247)
3,041,302
23
(103,324)
2,874,063
The Group’s policy is to allow a credit period of 90-180 days to its trade customers (including the
associate and related party). The following is an aged analysis of trade receivables, net of allowance for
doubtful debts, based on the invoice date at the end of the reporting period:
31 March
31 December
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Audited)
0 – 90 days
1,671,023
1,594,477
91 – 180 days
1,290,349
1,209,804
79,930
69,782
3,041,302
2,874,063
181 – 365 days
At the end of the reporting period, trade receivables of approximately HK$74,772,000 (31 December
2016: HK$66,478,000) which have been aged over 180 days and past due as at the end of the reporting
period for which the Group has not provided for impairment loss because management is of the opinion
that the credit quality of these customers has not deteriorated. Hence, there is no expectation of significant
recoverability problem. The Group does not hold any collateral over these balances.
12.
TRADE PAYABLES
Trade payables to outsiders
Trade payable to ultimate holding company
Trade payables to fellow subsidiaries
24
31 March
31 December
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Audited)
948,082
1,083,880
4,658
5,308
38,590
47,734
991,330
1,136,922
The following is an aged analysis of trade payables based on the invoice date at the end of the reporting
period:
31 March
31 December
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Audited)
900,875
1,039,232
91 – 180 days
34,671
5,314
181 – 365 days
5,724
12,530
Over 365 days
50,060
79,846
991,330
1,136,922
0 – 90 days
The trade balances due to ultimate holding company, fellow subsidiaries and the associate are unsecured,
interest-free and repayable in accordance with normal trading terms.
13.
BANK LOANS – UNSECURED
31 March
31 December
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Audited)
Within one year
2,402,768
2,295,456
More than one year but not exceeding two years
1,302,800
1,458,000
More than two years but not exceeding five years
5,121,600
5,664,800
8,827,168
9,418,256
(2,402,768)
(2,295,456)
6,424,400
7,122,800
The loans are repayable as follows:
Less: Amounts due for settlement within one year
(shown under current liabilities)
Amounts due for settlement after one year
25
14.
CONTINGENT LIABILITIES
As at 31 March 2017, the Group provided a corporate guarantee jointly with other shareholders of an
associate to a bank in respect of banking facilities granted to that associate in aggregate amounted to
RMB400,000,000 (equivalent to HK$452,000,000) (31 December 2016: RMB400,000,000 (equivalent
to HK$448,000,000)) of which RMB230,000,000 (equivalent to HK$259,900,000) (31 December 2016:
RMB300,000,000 (equivalent to HK$336,000,000) has been utilised by the associate. Pursuant to the
corporate guarantee agreement, the Group has provided the guarantee amount proportioned to its equity
interest in the associate, which represents RMB69,000,000 (equivalent to HK$77,970,000) (31 December
2016: RMB90,000,000 (equivalent to HK$100,800,000).
Save as disclosed above, the Group had no other material contingent liabilities as at the end of the
reporting period.
15.
CAPITAL COMMITMENTS
The Group’s capital expenditure in respect of the following items contracted but not provided for in the
condensed consolidated financial statements are as follow:
Acquisition of property, plant and equipment
16.
31 March
31 December
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Audited)
594,466
473,440
OPERATING LEASE COMMITMENTS
At the end of the reporting period, the Group had outstanding commitments for future minimum lease
payment under non-cancellable operating leases with a fellow subsidiary which fall due as follows:
31 March
31 December
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Audited)
4,968
4,968
In the second to fifth years inclusive
19,872
19,872
Over five years
26,927
28,169
51,767
53,009
Within one year
26
17.
RELATED PARTY TRANSACTIONS
In addition to the transactions and balances set out in Notes 4, 11 and 12, the Group entered into the
following material related party transactions during the period:
Notes
(i)
(ii)
(iii)
(v)
(vi)
Rental expenses payable to a fellow subsidiary
Purchases of cement and clinker from ultimate holding company
Transportation and management services fee payable
to fellow subsidiaries
Maintenance service fee and one-off implementation service fee
of a computer software system payable to fellow subsidiaries
Service fee payable to ultimate holding company
Management fee payable to a related party (note 1)
(vii)
(viii)
(ix)
(x)
(xi)
(xii)
(xiii)
Rental expenses payable to a related party (note 1)
Sales of cement to a related party (note 1)
Trademark fee payable to a related party (note 2)
Purchases of raw materials from an associate
Sales of cement to an associate
Sales of raw materials to an associate
Service income from an associate
(iv)
Three months ended
31 March
2017
2016
HK$ ’000
HK$ ’000
(Unaudited)
(Unaudited)
1,242
4,634
1,242
–
53,753
50,934
(a)
5,169
28,750
6,204
27,580
(a)
(a)
(b)
(a)
(b)
(b)
(b)
(a)
2,234
169
19,864
1,142
4,591
29,290
1,790
–
1,976
178
11,390
976
5,128
18,909
7,170
410
(a)
(b)
(a)
(a)
notes:
(1)
The related party is a non-controlling shareholder of a subsidiary of the Company.
(2)
The related party is the holding company of a non-controlling shareholder of a subsidiary of the
Company.
(a)
The prices of these transactions were determined between the parties with reference to the
agreements signed.
(b)
The prices of these transactions were determined between the parties with reference to market
prices.
During the period ended 31 March 2017, the remuneration of key management personnel which represents
the short-term benefits of Directors remuneration is approximately HK$495,000 (three months ended 31
March 2016: HK$995,000).
27