WEST CHINA CEMENT LIMITED

Transcription

1 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. WEST CHINA CEMENT LIMITED (Incorporated in Jersey with limited liability, with registered number 94796) (Stock Code: 2233) THIRD QUARTERLY RESULTS OF OF YAOBAI AND ITS SUBSIDIARIES Reference is made to the announcements of West China Cement Limited (the Company ) dated 21 March 2013 and 28 March 2013 in relation to the issuance of the Medium-term Notes by (collectively, the Announcements ). This announcement is made by the Company pursuant to Rule 13.09(2) of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance. Unless otherwise stated, terms used in this announcement shall have the same meanings as those defined in the Announcements., an indirectly wholly-owned subsidiary of the Company incorporated in the PRC, has successfully registered with the National Association of Financial Market Institutional Investors of the PRC ( ) the issue approval of the Medium-term Notes with an aggregate principal amount of RMB1,600,000,000. On 28 March 2013, completed the issuance of the first tranche of the Medium-term Notes. The first tranche of the Medium-term Notes was issued in the principal amount of RMB800 million, at the interest rate of 6.1% per annum, and with a term of three years. Relevant documents containing the details of the issue of the Medium-term Notes are available on the websites of China Money ( and China Bond ( According to the relevant PRC regulations, and its subsidiaries ( Group ) is required to publish its quarterly results for the nine months ended (the Quarterly Announcement ) on the websites of China Money and China Bond during the three-year term of the Medium-term Notes. 1

2 Shareholders of the Company and potential investors are advised that the quarterly results in the Quarterly Announcement are unaudited and prepared in accordance with the PRC GAAP. There are thus a number of accounting treatments and other differences between the quarterly results of Group ( Group Results ), and the interim and final results of the Company which are prepared in accordance with IFRS. These differences include, amongst others: (i) the exclusion of the results of the Shaanxi Fuping Cement Company Ltd ( Fuping Cement Ltd ) from the Group Results, as Fuping Cement Ltd is an indirect subsidiary of the Company; (ii) only part of the interests payable under the Senior Notes are included in the Group Results, with the balance being accounted for under the Company s accounts, and there is no foreign exchange translation differences of these Senior Notes in the Group Results; and (iii) none of the expenses of the Company s offshore entities are included in the Group Results. To ensure that all shareholders and potential investors of the Company have equal and timely access to the information pertaining to the Company, set forth below are the unaudited financial information of Group for the nine months ended prepared in accordance with the PRC GAAP, which is also published simultaneously on the websites of China Money and China Bond. 1. Balance Sheet Prepared by: Special Cement Group Co., Ltd Unit: RMB Items Current Assets: Monetary capital 1,022,390, ,088, ,700, ,255,223 Tradable financial assets Bills receivable 38,065,621 47,692,928 1,950,000 11,200,000 Dividends receivable Interest receivable Trade receivables 373,813, ,752,223 23,899,995 28,114,516 Other receivables 393,980, ,316,897 4,055,150,010 3,464,979,563 Advance payments 69,112,630 41,477,878 3,902, ,464 Inventory 468,076, ,217,729 41,539,036 57,501,362 Long-term debt investments due within one year Other current assets 63,875,398 70,937,422 1,855, ,999 Total current assets 2,429,314,062 1,814,483,550 5,047,997,635 4,165,962,127 2

3 Non-current assets: Financial assets available-for-sale Held-to-maturity investments Investment properties Long-term equity investment 2,915,832,217 2,915,832,217 Long-term receivables Original price of fixed assets 9,551,934,557 8,361,259,164 1,211,415,347 1,196,705,626 Less: accumulated depreciation 2,850,825,321 2,418,050, ,827, ,513,943 Net value of fixed assets 6,701,109,236 5,943,208, ,587, ,191,683 Less: impairment provisions for the fixed assets Net fixed assets 6,701,109,236 5,943,208, ,587, ,191,683 Productive biological asset Construction materials 248,214 Construction in progress 213,739,184 1,252,498, ,617 5,810,723 Disposal of fixed assets Intangible assets 643,747, ,108,972 33,485,548 34,078,970 Goodwill 232,051, ,051,746 Long-term amortization expense Deferred income tax assets 5,315,277 5,315,277 1,651,944 1,651,944 Total non-current assets 7,795,962,520 8,002,431,085 3,663,915,016 3,708,565,537 Total assets 10,225,276,582 9,816,914,635 8,711,912,651 7,874,527,664 3

4 Current liabilities: Short-term borrowings 448,400, ,173, ,400, ,173,200 Tradable financial liabilities Bills payable 90,000,000 30,000,000 90,000,000 30,000,000 Accounts payable 626,642, ,897,334 61,809,818 95,512,220 Receipts in advance 145,303,426 85,538,376 15,587,679 16,530,534 Wages payable 27,519,691 25,911,812 5,495,953 7,670,542 Tax payable 45,517,244 51,436,813 3,490,027 1,357,280 Interests payable 388,368, ,704, ,368, ,704,805 Dividend payable 74,695,592 74,695,592 74,695,592 74,695,592 Other payables 356,921, ,377, ,174,431 11,228,158 Non-current liabilities due within one year Other current liabilities 2,023,235 Total current liabilities 2,205,390,697 2,463,735,078 1,272,021,635 1,300,872,331 Non-current liabilities: Long-term borrowings 1,761,257,777 1,461,257,777 1,761,257,777 1,461,257,777 Bonds payable 798,323, ,548, ,323, ,548,470 Long-term payables 15,420,000 15,420,000 Special payables 3,000,000 Estimated liabilities Other long-term liabilities Deferred income tax liabilities 13,105,095 13,105,095 Deferred income 44,578,498 48,665, , ,667 Total non-current liabilities 2,632,685,208 2,337,996,669 2,560,435,782 2,258,722,914 Total liabilities 4,838,075,905 4,801,731,747 3,832,457,417 3,559,595,245 4

5 Owners equity (or shareholders equity): Paid-in capital (or share capital) 1,890,000,000 1,620,000,000 1,890,000,000 1,620,000,000 Capital reserve 52,662,775 52,662,775 12,715,940 12,715,940 Less: treasury share Surplus reserve 201,472, ,472, ,472, ,472,792 Unappropriated profits 3,155,931,243 3,053,913,454 2,775,266,502 2,480,743,687 Minority interests 87,133,867 87,133,867 Total owners equity 5,387,200,677 5,015,182,888 4,879,455,234 4,314,932,419 Total liabilities and owners equity 10,225,276,582 9,816,914,635 8,711,912,651 7,874,527, Income Statement Prepared by: Special Cement Group Co., Ltd Unit: RMB Items Q3 Q3 I. Principal operating revenue 2,465,734,545 2,742,000, ,220, ,493,128 Less: Discount and depreciation II. Principal operating revenue, net 2,465,734,545 2,742,000, ,220, ,493,128 Less: 1. Principal operating costs 2,080,483,811 2,259,351, ,042, ,609, Tax and surcharges 30,092,342 34,241,524 2,799,693 3,772,106 5

6 Q3 Q3 III. Principal operating profit (loss, expressed in ( )) 19,997,823 4,130, ,424 1,995 (loss, expressed in ( )) Add: Other operating profit 355,158, ,408,252 41,378,118 47,111,485 Less: 1. Operating expenses 26,743,806 25,027,519 6,329,633 6,796, Administrative expenses 151,179, ,202,496 44,386,720 42,277, Financial expenses 107,547, ,705,955 14,354,575 40,276,845 comprising: Interest expenses 112,074, ,744,271 19,323,277 42,754,026 Interest income (9,324,208) (3,181,455) (9,172,862) (3,066,067) Net exchange loss 3,485,375 3,802 3,485,375 3,802 Others 1,311,164 1,139, , , Others IV. Operating profit (loss, expressed in ( )) 394,811 1,458, ,811 1,458,116 (loss, expressed in ( )) Add: 1. Investment income 89,685, ,602,537 (23,477,386) (42,237,768) 2. Futures income 3 Non-operating income 81,144, ,516,178 11,890,969 19,016,981 comprising: Value-added tax refunded 71,492,570 96,504,113 11,389,398 17,104,189 Net gain on disposal of fixed assets 626,955 1,278, , ,189 Income from non-monetary transactions Gain on disposal of intangible assets Net income from penalties 250 3,750 Other subsidies 9,024,967 16,729, ,394 1,443,603 Others Less: 1. Non-operating expenses 3,748, , , ,738 comprising: Net loss on disposal of fixed assets 338,964 44, ,467 30,538 Loss on disposal of intangible assets Penalties paid 308,160 50,186 Donations made 3,100, , , , Other expenses 1,106,062 1,296,762 V. Total profit (loss, expressed in ( )) 166,370, ,372,089 (11,809,273) (21,916,409) Less: Income tax expenses 64,352,970 56,138,351 (515,400) VI. Net Profit (loss, expressed in ( )) 102,017, ,233,738 (11,809,273) (21,401,009) 6

7 3. Cash Flow Statement Prepared by: Special Cement Group Co., Ltd Unit: RMB Items Q3 Q3 I. Cash flow generated from operating activities: Cash received from sale of goods and provision of services 2,107,777,190 2,434,124, ,575, ,806,740 Tax and charges refunded 69,716,339 93,804,595 9,229,550 16,827,418 Cash received in relation to other operating activities 44,058,328 22,770,879 20,317,812 2,098,871 Sub-total of cash inflow 2,221,551,857 2,550,699, ,123, ,733,029 Cash paid for goods and services 1,101,356,331 1,220,492,167 87,525, ,536,272 Cash paid to and for employees 207,556, ,826,797 44,209,852 44,586,023 Various types of tax and charges paid 261,685, ,313,826 30,741,562 41,409,074 Cash paid in relation to other operating activities 283,000, ,964, ,927,397 31,614,691 Sub-total of cash outflow 1,853,598,514 1,894,597, ,403, ,146,060 Net cash flow generated from operating activities 367,953, ,102,841 (117,280,677) 3,586,969 II. Cash flow generated from investing activities: Recovery of cash received from investment Cash received from investment income 394,811 1,458, ,811 1,458,116 Net cash recovered on disposal of fixed assets, intangible assets and other long-term assets 523, ,862 Cash received in relation to other investing activities Sub-total of cash inflow 918,673 1,458, ,673 1,458,116 Cash paid for acquisition and construction of fixed assets, intangible assets and other long-term assets 150,360, ,329,299 64,317,715 47,404,049 Cash paid for investment 10,076 8,373,682 Cash paid in relation to other investing activities 70,978 (49,100,000) (50,000,000) Sub-total of cash outflow 150,441, ,602,981 64,317,715 (2,595,951) Net cash flow generated from investing activities (149,522,691) (214,144,865) (63,399,042) 4,054,067 7

8 Q3 Q3 III. Cash flow generated from financing activities: Cash received on acquisition of investments 270,000, ,000,000 Cash received from borrowings 658,100, ,837, ,100, ,837,823 Cash received in relation to other financing activities Sub-total of cash inflow 928,100, ,837, ,100, ,837,823 Cash paid for repaying borrowings 644,873,200 1,276,685, ,873,200 1,276,685,161 Cash paid for distribution of dividends, profits or payment of interest 132,355,772 77,826, ,355,772 77,826,019 Cash paid in relation to other financing activities Sub-total of cash outflow 777,228,972 1,354,511, ,228,972 1,354,511,180 Net cash flow generated from financing activities 150,871,028 (424,673,357) 153,871,028 (424,673,357) IV. Effects of exchange fluctuation on cash V. Internal cash inflow 1,755,389,350 1,986,394,446 VI. Internal cash outflow 1,411,135,285 1,550,027,361 VII. Net increase in cash and cash equivalents 369,301,680 17,284, ,445,374 19,334,764 The information contained in this announcement is prepared based solely on a preliminary assessment by the management of the Company with reference to the information currently available, which have not been reviewed or audited by the Company s auditors. The financial information in this announcement and in the Quarterly Announcement, which are unaudited, have been prepared in accordance with PRC GAAP. Accordingly, the information contained in this announcement and in the Quarterly Announcement may differ from those in the audited consolidated financial statements to be published by the Company for the year ending. Further, the financial information in this announcement is provided for reference only and the shareholders and potential investors of the Company are advised to exercise caution and not to place undue reliance on these information when dealing in the shares of the Company. When in doubt, the shareholders and potential investors of the Company are advised to consult their own professional or financial advisers. 8

9 DEFINITIONS In this announcement, the following terms shall have the following meanings unless the context requires otherwise: IFRS Listing Rules PRC PRC GAAP RMB Senior Notes International Financial Reporting Standards, which collective term includes standards and interpretations approved by the International Accounting Standards Board (IASB), and the International Accounting Standards and interpretations issued by the International Accounting Standards Committee (IASC) the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited the People s Republic of China, excluding, for the purpose of this announcement only, the Hong Kong Special Administrative Region, the Macau Special Administrative Region, and Taiwan the Accounting Standards for Business Enterprises issued by the Ministry of Finance of the PRC on 15 February 2006, and other relevant accounting principles and financial regulations as promulgated in the PRC Renminbi yuan, the lawful currency of the PRC the 6.50% senior notes due 2019 in the aggregate principal amount of US$400 million issued by the Company on 4 September By Order of the Board West China Cement Limited Zhang Jimin Chairman Hong Kong, 29 October the date of this announcement, the executive Directors are Mr. Zhang Jimin and Dr. Ma Weiping, the non-executive Directors are Mr. Ma Zhaoyang, Ms. Liu Yan and Mr. Qin Hongji and the independent non-executive Directors are Mr. Lee Kong Wai, Conway, Mr. Wong Kun Kau and Mr. Tam King Ching, Kenny. 9