WANXIANG INTERNATIONAL LIMITED (Incorporated in Singapore) (Company Registration No C)

Transcription

1 WANXIANG INTERNATIONAL LIMITED (Incorporated in Singapore) (Company Registration No C) 4th QUARTER FINANCIAL STATEMENT AND DIVIDEND ANNOUNCEMENT FOR YEAR ENDED 31 DECEMBER PART I - INFORMATION REQUIRED FOR QUARTERLY (Q1, Q2 & Q3), HALF-YEAR AND FULL YEAR ANNOUNCEMENTS 1(a) An income statement (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year. (Unaudited) (Unaudited) (Unaudited) (Audited) Group Group Group Group 4Q ended 4Q ended % Inc/ FY ended FY ended % Inc/ (Dec) (Dec) (All figures in RMB 000) Revenue 73,472 95,632-23% 376, ,881-2% Costs of sales (48,465) (81,748) -41% (297,967) (313,952) -5% Gross Profit 25,007 13,884 78,861 70,929 11% Gross profit margin 34.0% 14.5% 20.9% 18.4% Other operating income 61 1,472-96% 3,759 11,071-66% Distribution and selling expenses (2,441) (1,447) 66% (10,797) (4,904) 120% Administrative expenses (12,848) (11,168) 15% (44,297) (34,778) 27% Other operating expenses (4,838) (643) 652% (7,434) (5,574) 33% Finance costs (2,409) (2,775) -13% (9,263) (7,911) 17% Profit/(loss) before income tax 2,532 (677) NM 10,829 28,833-62% Income tax expense (1,798) - NM (3,260) (9) NM Net profit/(loss) for the period/ year 734 (677) NM 7,569 28,824-74% NM: Not meaningful 1

2 Notes to the consolidated income statement (Unaudited) (Unaudited) (Unaudited) (Audited) Group Group Group Group 4Q ended 4Q ended FY ended FY ended (All figures in RMB 000) Interest Income (61) (177) (213) (478) Relocation compensation (6,732) Government grant (201) (183) (881) (1,495) Interest on borrowing 2,383 1,578 9,000 6,667 Depreciation 3,304 1,710 9,883 5,323 Writedown for stock obsolescence Writedown of stock to net realisable value Foreign exchange (gain)/loss (771) ,092 Property, plant and equipment written off ,688 Impairment of property, plant and equipment 2,554-2,554 - Loss on disposal of property, plant and equipment 2,480-2,540 - Rental expenses 2, ,659 2,913 Amortisation of discount on convertible bonds and ,244 cost from measuring loan at fair value Writedown of trade receivables Explanation for material variation: 1. Interest expense The increase in interest expense was mainly due to increase in bank borrowings. 2. Depreciation expense The increase in depreciation expense was mainly due to additional machinery and equipment acquired during the year. 3. Foreign exchange (gain)/loss The foreign exchange gain in 4Q 2008 was mainly due to the appreciation of US dollars against RMB resulting in an increase in US dollars denominated assets. 4. Impairment of property, plant and equipment Impairment of property, plant and equipment arise as a result of ceased production of a natural product. 5. Loss on disposal of property, plant and equipment Loss on disposal of property, plant and equipment arise from the modification of certain manufacturing facilities for the purpose of improving costs efficiency. 2

3 1(b)(i) A balance sheet (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year. Group Company (Unaudited) (Audited) (Unaudited) (Audited) (All figures in RMB'000) 31-Dec Dec Dec Dec-07 Non-current assets Property, plant and equipment 122,477 82, Investment in subsidiaries ,840 99,939 Other receivables 1, ,252 82, ,853 99,939 Current assets Inventories 114, ,067 5,602 3,955 Trade receivables 56,739 59,196 28,176 6,682 Other receivables 21,982 25, ,603 Cash and cash bank balances 47,230 38,321 7,059 11, , ,306 40,952 23,916 Total assets 364, , , ,855 Non-current liabilities Finance lease liabilities Deferred income 1, Borrowings - 8, Deferred tax liabilities ,996 8, Current liabilities Trade payables 42,369 46,208 44,620 10,938 Other payables 16,827 18,263 1,700 2,132 Finance lease liabilities Deferred income 1, Borrowings 118,479 76, Tax payable 4,287 3, , ,036 46,320 13,070 Total liabilities 185, ,916 46,320 13,070 Net assets 178, ,893 98, ,785 Equity Share capital 112, , , ,763 Statutory reserves 15,822 13, Merger reserve 10,850 10, Fair value reserves 1,413 2,572 1,115 1,115 Translation reserve (4,766) 1,339 Retained earnings/(accumulated losses) 37,288 32,437 (10,627) (4,432) 178, ,893 98, ,785 3

4 1(b)(ii) Aggregate amount of group s borrowings and debt securities. (A) Amount repayable in one year or less, or on demand Secured As at 2008 As at 2007 Unsecured Secured Unsecured 117,052 1,861 76,549 - (B) Amount repayable after one year Secured As at 2008 As at 2007 Unsecured Secured Unsecured ,132 (C) Details of any collaterals The Group s borrowings are secured by: i) legal pledge of the Group s land use rights and motor vehicles; ii) mortgage of related parties leasehold properties and land use rights; iii) legal pledge of director s leasehold property (For FY 2007); iv) personal guarantees from a director; v) legal pledge of the Group s deposits and trade receivables; and vi) corporate guarantee from finance institution. 4

5 1(c) A cash flow statement (for the group), together with a comparative statement for the corrresponding period of the immediately preceding financial year. (Unaudited) (Audited) Group Group FY ended FY ended (All figures in RMB'000) Cash flows from operating activities Profit before income tax 10,829 28,833 Adjustments for: Depreciation of property, plant and equipment 9,883 5,323 Amortisation of cost from measuring loan at fair value Amortisation of discount on convertible bonds 669 Amortisation of government grants (881) Loss on disposal of property, plant and equipment 2,540 Impairment of property, plant and equipment 2,554 Interest expense 9,000 6,667 Interest income (213) (478) Property, plant and equipment written off 991 3,688 Writedown for stock obsolescene 345 Operating cash flow before movements in working capital 34,967 45,622 Inventories 5,063 (32,117) Trade receivables 2,458 (10,971) Other receivables 1,965 2,141 Trade payables (3,839) (218) Other payables (1,435) 1,304 Cash generated from operations 39,179 5,761 Income tax paid (1,462) (857) Interest income received Net cash generated from operating activities 37,930 5,382 Net effect of exchange differences Cash flows from investing activities Purchase of property, plant and equipment (55,975) (44,031) Proceed from disposal of property, plant and equipment Receipt of government grants 3,502 Prepayment made for purchase of land use rights (18,000) Net cash used in investing activities (52,440) (62,020) Cash flows from financing activities Net proceeds from issuance of shares 84,841 Net (decrease)/increase in borrowings 32,758 (2,111) Repayment of finance lease liabilities (351) (Increase)/decrease in cash restricted to use (2,065) 7,132 Interest expense paid (9,000) (6,667) Net cash generated from financing activities 21,342 83,195 Net increase in cash and cash equivalents 6,844 26,957 Cash and cash equivalents at beginning of financial year 36,711 9,754 Cash and cash equivalents at end of financial year 43,555 36,711 Cash and cash equivalents are represented by: Cash and bank balances 47,230 38,321 Less: deposits with restrictions (3,675) (1,610) 43,555 36,711 Restricted cash refers to deposit pledged with bank for borrowings. 5

6 1(d)(i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year. Statements of changes of equity Group (RMB'000) Share capital Statutory reserves Merger reserve Fair value reserves Translation reserve Retained earnings Total Balance at 1 Jan ,763 13,104 10,850 2, , ,893 Net profit for the year ,569 7,569 Transfer to statutory reserves - 2, (2,718) - Translation reserve Fair value gain on interest free loan (1,159) - - (1,159) Balance at ,763 15,822 10,850 1, , ,315 Balance at 1 Jan 2007 * 9,821 10,850 2,811-6,896 30,378 Net profit for the year ,824 28,824 Transfer to statutory - reserves - 3, (3,283) - Conversion of convertible bond 27, ,922 Issue of new shares in respect of Initial Public Offering 96, ,604 Share issue expenses (11,763) (11,763) Translation reserve Fair value gain on interest free - loan (239) - - (239) Balance at ,763 13,104 10,850 2, , ,893 * Amount less than RMB 1,000. 6

7 Statements of changes of equity (cont d) Company (RMB'000) Share capital Fair value reserves Translation reserve Accumulated losses Total Balance at 1 Jan ,763 1,115 1,339 (4,432) 110,785 Net loss of the year (6,195) (6,195) Translation reserve - - (6,105) - (6,105) Balance at ,763 1,115 (4,766) (10,627) 98,485 Balance at 1 Jan 2007 * 2,009 - (709) 1,300 Net loss for the year (3,723) (3,723) Conversion of convertible bonds 27,922 (894) ,028 Issue of new shares in respect of Initial Public Offering 96, ,604 Share issue expenses (11,763) (11,763) Translation reserve - - 1,339-1,339 Balance at ,763 1,115 1,339 (4,432) 110,785 * Amount less than RMB 1,000 1(d)(ii) Details of any changes in the company's share capital arising from rights issue, bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles, as well as the number of shares held as treasury shares, if any, against the total number of issued shares excluding treasury shares of the issuer as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year. There were no movement in the Company s share account during the financial year ended (d)(iii) To show the total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year. Number of issued shares Issued and paid up capital (S$) As at 2008 and ,783,698 22,609,076 1(d)(iv) A statement showing all sales, transfers, disposal, cancellation and/or use of treasury shares as at the end of the current financial period reported on. Not applicable. 7

8 2. Whether the figures have been audited or reviewed, and in accordance with which auditing standard or practice. The figures have not been been audited nor reviewed by the Company s auditors. 3. Where the figures have been audited or reviewed, the auditors report (including any qualifications or emphasis of a matter). Not applicable. 4. Whether the same accounting policies and methods of computation as in the issuer s most recently audited annual financial statements have been applied. The accounting policies and methods of computation applied are consistent with the most recently audited financial statements. 5. If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change. The adoption of new and revised FRS did not have any significant impact on the Group s financial statements for the financial year ended ember There are no changes in accounting policies and methods of computation. 6. Earnings per ordinary share of the group for the current financial period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends. Group (Unaudited) Oct to Dec 2008 (Unaudited) Oct to Dec 2007 (Unaudited) Jan to Dec 2008 (Audited) Jan to Dec 2007 Earnings/(loss) per ordinary share 0.22 (0.20) (RMB cents) Basic earning per share is calculated on the Group s net attributed profit to shareholders for the relevant period by the weighted average number of ordinary shares issued. There are no potential dilutive ordinary shares existing during the current financial period reported on and the corresponding period. The computation of earnings/(loss) per ordinary share is based on 334,783,698 ordinary shares. 8

9 7. Net asset value (for the issuer and group) per ordinary share based on the total number of issued shares excluding treasury shares of the issuer at the end of the: (a) (b) current financial period reported on; and immediately preceding financial year. (Unaudited) 2008 Group (Unaudited) 2007 (Unaudited) 31 Dec 2008 Company (Unaudited) 2007 Net asset per share (RMB cents) The calculation of net asset value per ordinary share is based on 334,783,698 ordinary shares. 8. A review of the performance of the group, to the extent necessary for a reasonable understanding of the group s business. It must include a discussion of the following: (a) (b) any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on. (a) 4Q2008 v 4Q2007 Our revenue decreased by RMB 22.2 million or (23%) from RMB 95.6 million in 4Q2007 to RMB 73.5 million in 4Q2008 due to decrease in sales volume of natural flavours. Gross margin in 4Q improved by 19.5% from 14.5% in 4Q2007 to 34.0% in 4Q2008. The increase was mainly due to decrease in raw material prices and focus on products with better gross margin. Distribution and selling expenses increased by RMB 1.0 million mainly due to recruitment of senior managers in the sales department. In addition, the increase was also due to the expansion of overseas business activities which resulted in an increase in overseas travelling expenses. Administrative expenses increased by RMB 1.6 million from RMB 11.1 million in FY2007 mainly due to recruitment of senior managers in PRC and an increase in office expenses as a result of the expansion in operation. Other operating expenses mainly arose from the impairment of property, plant and equipment and losses arising from the disposal of certain manufacturing equipment. Finance costs decreased in 4Q2008 mainly due to foreign exchange gain in 4Q2008 as compared to a foreign exchange loss in 4Q2007. Income tax expense increased significantly as one of our subsidiaries, Huaian Wanbang Aromatic Chemicals Industry Co., Ltd, became taxable in FY 2008 due to the end of its two year tax free holiday in FY 2007 and was now entitled to only a 50% income tax relief for the period from FY2008 to FY2010. In addition, the Group had accounted for the deferred tax liabilities of approximately RMB 0.5 million which arose from the withholding tax rules of PRC on dividend payment to foreign shareholders that was implemented in the FY

10 FY2008 v FY2007 Our revenue decreased by RMB8 million (2%) from RMB 385 million in FY2007 to RMB 377 million in FY The decline is mainly due to the reduction of sales in the natural flavours. However, this was partially offset by an increase in sales of synthetic flavours, mainly Carvone and Methyl Dihydromethyl Jasmonate ( MDJ ). Gross profit margin increased from 18.4% in FY2007 to 20.9% in FY2008 as a result of the decrease in raw material prices and our focus on products with better gross margin. Other operating income decreased by RMB7.3 million mainly due to a one off relocation compensation amounted to RMB6.8 million which was paid by Jiangsu Huifeng Realestate Industry Co., Ltd to one of our subsidiaries in FY The relocation was the result of the government re-zoning the land from industrial to commercial use. When Huaian Wanbang was required to relocate from the premise, the relevant government authority placed the land for purchase via tender. Under the terms of the tender, the successful purchaser of the land, which was Jiangsu Huifeng, was required to pay Huaian Wanbang, as the previous occupant of the land, an amount prescribed by the government by way of compensation for the relocation. Distribution and selling expenses increased by RMB 5.9 million from RMB 4.9 million in FY2007 mainly due to recruitment of senior managers in the sales department. In addition, due to the expansion of overseas business activities, resulting in an increase in overseas travelling expenses. Administrative expenses increased by RMB 9.5 million from RMB 34.8 million in FY2007 mainly due to recruitment of senior managers in PRC and as a result of expansion in operation, office costs, such as depreciation of equipment which increased in tandem. In addition, office expenses in Singapore increased significantly as a result of costs involved in maintaining its listed status. Other operating expenses mainly arose from the impairment of property, plant and equipment and losses arising from the disposal of certain manufacturing equipment. Finance costs increased during the year due to an increase in bank borrowing and higher interest costs on bank borrowings. Income tax expense increased significantly as one of our subsidiaries, Huaian Wanbang Aromatic Chemicals Industry Co., Ltd, became taxable in FY 2008 due to the expiry of its two year tax free holiday in FY 2007 and was now entitled to only a 50% relief from income tax for the period from FY2008 to FY2010. In addition, the Group had accounted for the deferred tax liabilities of approximately to RMB 0.5 million, which arose from the withholding tax rules of PRC on dividend payment to foreign shareholders that was implemented in the FY2008. (b) Current assets decreased marginally by RMB 2.3 million from RMB million in FY2007 to RMB million in FY2008. The decrease was mainly due to the reduction in stock holding in spearmint oil and utilisation of deposit of RMB 18.0 million for land acquisition. This decrease was partially offset by an increase in cash balances by RMB 8.9 million and prepayment for construction of new plant and equipments. Current liabilities increased by RMB 39.9 million from RMB million in FY2007 to RMB million in FY2008 mainly due to an increase in short term bank borrowings. Property, plant and equipment increased by RMB 40.0 million from RMB 82.5 million in FY2007 to RMB million in FY2008. The increase was mainly due to acquisition of land-use rights, manufacturing equipments and construction of a new factory. 10

11 Non-current borrowings decreased mainly due to partial repayment of loans to directors and related parties and classifiation of the long term loans from directors and related parties to short term loans as it is repayable within the next 12 months. Cash and cash equivalent increased by RMB 6.8 million from RMB 36.7 million to RMB 43.6 million. The increase was due mainly to cash generated from profitable operation, improved cash collections from customers and lower inventory level. This improvement in the working capital, however, was partially offset by net cash used in operating activities due to shorter credit terms granted by our suppliers. Net cash used in investing activities was mainly used to purchase land use rights, manufacturing equipments for our subsidiaries Huaian Wanbang and Huaian Wangkang and construction of the new factory for Huaian Wanbo. Increase in cash generated from financing activities was mainly due to borrowings from bank which was used to finance the purchase of land used rights, manufacturing equipments and construction of the new plant. 9. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results. No forecast or a prospect statement has been previously disclosed. 10. A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months. The world economy has been disrupted by the global financial turmoil and this has impacted our operation. Whilst the Group continued to be profitable in FY 2008, the continuous challenge in currency market volatility and fluctuation of the raw material prices had dampened the Group s bottom line. As part of our continuous effort to improve our productivity, we will continue to enhance our production technology and efficiency. We expect that such effort will strengthen our capability in production and grow the bottom line. 11. Dividend (a) Current Financial Year No dividend has been declared for the financial year reported on. (b) Corresponding Period of the Immediately Preceding Financial Year No dividend has been declared for the corresponding period of the immediately preceding financial year. (c) The date the Dividend is payable Not applicable. (d) Books closure date Not applicable. 12. If no dividend has been declared (recommended), a statement to that effect. No dividend has been declared/recommended. 11

12 13. Segmented revenue and results for business and geographical segments (of the group) in the form presented in the issuer s most recently audited financial statements, with comparative information for the immediately preceeding year. Primary reporting format - Business segments The Group is organised into two main business segments: - the sales and production of natural flavours and fragrances - the sales and production of synthetic flavours and fragrances Natural Synthetic Total RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 Sales to external customers 193, , , , , ,881 Results 9,646 (565) 16,346 33,232 25,992 32,667 Unallocated other income 3,759 11,071 Unallocated expense (9,659) (6,994) Interest expense (9,263) (7,911) Profit before income tax 10,829 28,833 Income tax (3,260) (9) Net profit after income tax 7,569 28,824 Secondary reporting format - Geographical segments The Group s operation are located in 5 main geographical areas. The following table provides an analysis of the Group s sales by geographical markets, irrespective of the origin of goods and services. Geographical Revenue FY2008 FY2007 RMB'000 % RMB'000 % PRC 135, % 174, % Asia excluding PRC 75, % 53, % Europe 83, % 84, % America 73, % 49, % Others 9, % 23, % 376, % 384, % 12

13 14. In the review of performance, the factors leading to any material changes in contribution to turnover and earnings by the business or geographical segments. Business segment Sales of our natural flavours has decreased by 9.2% from FY 2007, whilst our synthetic flavours achieved higher sales by 6.6% due to an increase in capacity and outputs and demand for the products. As compared to FY 2007, our results in natural flavours segment has shown a significant improvement from loss of RMB 0.6 million to a profit of RMB 9.6 million. This is mainly due to the improve margin as a result of the reduction in raw material prices. Our results for synthetic flavours segment has suffered a decline of 50.8% from FY This is mainly due to the costs incurred for our development in MDJ products in FY Geographical segment In FY 2008, the PRC segment has shown a decline in their demand for our products mainly due to the global economics crisis. However, our Asia and America segment has shown improvement mainly due to our effort in exploring new market. 15. A breakdown of sales as follows:- RMB'000 Group FY2008 FY2007 Changes % asales reported for 1st half 196, , % bnet operating profit after tax for 1st half 2,352 24, % csales reported for 2nd half 180, , % dnet operating profit after tax for 2nd half 5,217 4, % 16. A breakdown of the total annual dividend (in dollar value) for the issuer s latest full year and its previous full year as follows:- (a) (b) (c) Ordinary Preference Total Not Applicable. 13

14 17. Interested Person Transactions Name of Interested Person Aggregate value of all interested person transactions during the financial year under review (excluding transactions less than $100,000 and transactions conducted under shareholders mandate pursuant to Rule 920) Aggregate value of all interested person transactions conducted during the financial year under review under shareholders mandate pursuant to Rule 920 (excluding transactions less than $100,000) Shanghai Wanxiang Industry Co., Ltd ( Shanghai Wanxiang Industry ) Huaian Wanbang Industry Co., Ltd ( Huaian Wanbang Industry ) Huaian Wanfang Aroma Chemcials Industry Co., Ltd ( Huaian Wanfang ) Jiangsu Huifeng Realestate Industry Co., Ltd ( Jiangsu Huifeng ) Jiangsu Huifeng Realestate Industry Co., Ltd ( Jiangsu Huifeng ) Lease of premises from Shanghai Wanxiang Industry to our Group. The annual rent for the premises of RMB1,120,167 is based on an independent valuation of the prevailing market rent as at 30 September Lease of premises from Huaian Wanbang Industry to our Group. The annual rent for the premises of RMB1,320,000 is based on an independent valuation of the prevailing market rent as at 30 September The lease expired in ember 2008 and the terms of the new lease contract will be discussed. Lease of premises from Huaian Wanfang to our Group. The annual rent for the premises of RMB747,030 is based on an independent valuation of the prevailing market rent as at 30 September Interest-free loan to experienced staff amounting to RMB 3,060,000 for purchase of apartment constructed by Jiangsu Huifeng. Short term loan from Jiangsu Huifeng amounting to RMB 5,000,000. This amount was repaid during the financial year ended

15 18. Use Of IPO Proceeds The Board of Directors of Wanxiang International Limited (the Company ) refers to the issue of 66,783,698 new ordinary shares in the capital of the Company ( Shares ) at S$0.29 each pursuant to an initial public offering of its Shares ( IPO ) on 19 July The Company wishes to provide an update on the use of total net proceeds of S$16.8 million (after deducting IPO expenses of S$2.6 million) as at ember 2008: Amount allocated (S$ mil) Amount utilised (S$ mil) Balance amount (S$ mil) Intended use a Acquisition of machinery and equipment for the following: (i) expansion of production capacity for existing and new products (ii) purchase of ancilliary equipment at new plant of Huaian Wanbo b Refinancing of the following which had been funded by borrowings and internal financial resources (i) Construction of new plant at Huaian Wanbo (ii) Replacement of certain of our existing ancillary and production equipment at Huaian Wanbang as we shifted to our new plant c For general working capital Total net proceeds BY ORDER OF THE BOARD Li Chunnan Chief Executive Officer and Executive Director 28 February 2009 The initial public offering of Wanxiang International Limited ( the Company ) was sponsored by Mitsubishi UFJ Securities (Singapore), Limited (the Manager ). The Manager assumes no responsibility for the contents of this Announcement. The Company was incorporated in Singapore on 3 March 2006 and listed on the Main Board of the Singapore Exchange Securities Trading Limited (the SGX-ST ) on 19 July