Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
If “Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b): 82-_______________.
This Report of Foreign Private Issuer on Form 6-K filed by
China Ceramics Co., Ltd. (together with our subsidiaries, unless the context indicates otherwise, “we,” “us,”
“our,” or the “Company”) contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate
to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements
by terminology including ”anticipates,” “believes,” “expects,” “can,” “continue,”
“could,” “estimates,” “intends,” “may,” “plans,” “potential,”
“predict,” “should” or “will” or the negative of these terms or other comparable terminology.
These statements are only predictions, uncertainties and other factors may cause the Company’s actual results, levels of
activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements
expressed or implied by these forward-looking statements. The information in this Report on Form 6-K is not intended to project
future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements
are reasonable, the Company does not guarantee future results, levels of activity, performance or achievements. The Company expectations
are as of the date this Form 6-K is filed, and the Company does not intend to update any of the forward-looking statements after
the date this Report on Form 6-K is filed to confirm these statements to actual results, unless required by law.
The accompanying notes are an integral
part of these condensed consolidated interim financial statements.
The accompanying notes are an integral
part of these condensed consolidated interim financial statements.
The accompanying notes are an integral
part of these condensed consolidated interim financial statements.
The accompanying notes are an integral
part of these condensed consolidated interim financial statements.
Notes to Condensed Consolidated Interim
Financial Statements (Unaudited)
China Ceramics Co., Ltd. (“the Company”
or “China Ceramics”) and its subsidiaries (together, “the Group”) manufacture and sell ceramic tiles used
for exterior siding and for interior flooring and design in residential and commercial buildings. The Group has operation primarily
in the People’s Republic of China (“PRC”).
The Company is an exempt corporation incorporated
and domiciled in the British Virgin Islands with its shares listed on the NASDAQ Global Market. The address of its registered
office is c/o Harneys Corporate Services Limited of Tortola, British Virgin Islands. The head office of the Company is located
at Junbing Industrial Zone, Jinjiang City, Fujian Province, the People’s Republic of China (“PRC”).
|
2.
|
BASIS
OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
The
accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with International
Accounting Standard (“IAS”) 34
Interim Financial Reporting,
as issued by the International Accounting Standards
Board (“IASB”). They do not include all of the information required in annual financial statements in accordance with
International Financial Reporting Standards (“IFRS”), and should be read in conjunction with the audited consolidated
financial statements and related footnotes on Form 20-F for the year ended December 31, 2015 as filed with the Securities and
Exchange Commission. The accompanying unaudited condensed consolidated interim financial statements reflect all normal recurring
adjustments which, in the opinion of management, are necessary for a fair statement of the results for the interim periods presented.
Results for the six months ended June 30, 2016 are not necessarily indicative of the results expected for the full fiscal year
or for any future period.
These interim financial statements are presented
in RMB, unless otherwise stated. They were approved for issue by the Audit Committee of the Board of Directors and the Board of
Directors on September 28, 2016.
These interim financial statements have been prepared
in accordance with the same accounting policies adopted in the 2015 annual financial statements, except for the accounting policy
changes that are expected to be reflected in the 2016 annual financial statements. Details of any changes in accounting policies
are set out in note 3.
The preparation of interim financial statements 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.
These interim financial statements contain condensed
consolidated financial statements and selected 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.
|
3.
|
CHANGES
IN ACCOUNTING POLICIES
|
The IASB has issued the following amendments to IFRSs
that are first effective for the current accounting period of the Company:
Amendments
to IFRSs
|
Annual
Improvements to IFRSs 2010-2012 Cycle
1
|
Amendments
to IFRSs
|
Annual
Improvements to IFRSs 2011-2013 Cycle
2
|
None of these developments have had a material effect
on how the Group’s results and financial position for the current or prior periods have been prepared or presented. The
Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.
The preparation of interim financial statements 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.
China Ceramics Co., Ltd. and Subsidiaries
Notes to Condensed Consolidated Interim
Financial Statements (Unaudited)
|
5.
|
REVENUE,
OTHER INCOME AND SEGMENT REPORTING
|
|
(a)
|
Revenue comprises
the fair value of the consideration received or receivable for the sale of goods. An
analysis of the Company’s revenue and other income is as follows:
|
|
|
Three months ended June
30,
|
|
|
Six months ended June
30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of goods
|
|
|
206,469
|
|
|
|
259,985
|
|
|
|
340,629
|
|
|
|
469,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
17
|
|
|
|
265
|
|
|
|
1,754
|
|
|
|
390
|
|
Rental income
|
|
|
3,537
|
|
|
|
-
|
|
|
|
4,717
|
|
|
|
-
|
|
Reversal of litigation fee
|
|
|
1,731
|
|
|
|
-
|
|
|
|
1,731
|
|
|
|
-
|
|
Foreign exchange gains/(losses)
|
|
|
-
|
|
|
|
(6
|
)
|
|
|
-
|
|
|
|
29
|
|
Gain on disposal of property,
plant and equipment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2
|
|
|
|
|
5,285
|
|
|
|
259
|
|
|
|
8,202
|
|
|
|
421
|
|
The Company
identifies operating segments and prepares segment information based on the regular internal financial information reported to
the Chief Executive Officer and executive directors, who are the Company’s chief operating decision maker, for their decisions
about the allocation of resources to the Company’s business components and for their review of the performance of those
components.
The Company
operates principally in the manufacturing and sale of medium to high-end ceramic tiles. The Chief Executive Officer and executive
directors regularly review the Company’s business as one business segment.
The business
of the Company is engaged entirely in the PRC. The Chief Executive Officer and executive directors regularly review the Company’s
business as one geographical segment.
China Ceramics Co., Ltd. and Subsidiaries
Notes to Condensed Consolidated Interim
Financial Statements (Unaudited)
|
6.
|
PROFIT/(LOSS)
BEFORE TAXATION
|
|
|
Three months ended June
30,
|
|
|
Six months ended June 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on bank borrowings
|
|
|
33
|
|
|
|
974
|
|
|
|
735
|
|
|
|
2,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of inventories recognized as an expense
(1)
|
|
|
173,689
|
|
|
|
222,781
|
|
|
|
289,352
|
|
|
|
417,691
|
|
Depreciation
|
|
|
11,168
|
|
|
|
16,994
|
|
|
|
22,390
|
|
|
|
34,016
|
|
Amortization of land use rights
|
|
|
94
|
|
|
|
167
|
|
|
|
187
|
|
|
|
334
|
|
Loss/(gain) on disposal of property, plant and equipment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2
|
)
|
Operating lease charges
|
|
|
3,476
|
|
|
|
3,084
|
|
|
|
6,952
|
|
|
|
5,972
|
|
Research
and development costs
(2)
|
|
|
143
|
|
|
|
321
|
|
|
|
261
|
|
|
|
645
|
|
Staff costs (including key management
personnel remuneration (Note 16))
|
|
|
14,360
|
|
|
|
17,380
|
|
|
|
23,170
|
|
|
|
31,899
|
|
|
(1)
|
For the three
months ended June 30, 2016, cost of inventories recognized as expense included staff
costs of RMB12.1 million (2015: RMB15.0 million), depreciation and amortization expense
of RMB18.7 million (2015: RMB16.8 million), operating lease charges of RMB3.5 million
(2015: RMB3.1 million) and reversal of write down of inventories of RMB1.8 million (2015:
RMB0.5), which amounts are also included in the respective total amounts disclosed separately
for each of these types of expenses.
|
For the
six months ended June 30, 2016, cost of inventories recognized as expense included staff costs of RMB18.0 million (2015: RMB27.4
million), depreciation and amortization expense of RMB18.3 million (2015: RMB33.6 million), operating lease charges of RMB7.0
million (2015: RMB6.0 million) and write down of inventories of RMB1.4 million (2015: RMB7.6 million), which amounts are also
included in the respective total amounts disclosed separately for each of these types of expenses.
|
(2)
|
All research
and development costs represented staff costs, which amounts are also included in the
respective staff costs disclosed separately above.
|
China Ceramics Co., Ltd. and Subsidiaries
Notes to Condensed Consolidated Interim
Financial Statements (Unaudited)
|
|
Three months ended June
30,
|
|
|
Six months ended June
30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PRC Income Tax
|
|
|
4,189
|
|
|
|
5,167
|
|
|
|
6,475
|
|
|
|
9,406
|
|
Under (over)-provision of PRC
Income Tax in prior year
|
|
|
(1
|
)
|
|
|
63
|
|
|
|
(1
|
)
|
|
|
63
|
|
|
|
|
4,188
|
|
|
|
5,230
|
|
|
|
6,474
|
|
|
|
9,469
|
|
Deferred tax expense/(credit)
|
|
|
(1,720
|
)
|
|
|
1,940
|
|
|
|
(1,490
|
)
|
|
|
(719
|
)
|
|
|
|
2,468
|
|
|
|
7,170
|
|
|
|
4,984
|
|
|
|
8,750
|
|
British Virgin Islands Profits Tax
The Company has not been subject to any taxation
in this jurisdiction in 2015 and 2016.
Hong Kong Profits Tax
The subsidiary in Hong Kong is subject to tax charged
on Hong Kong sourced income with a statutory tax rate of 16.5%. No Hong Kong profits tax has been provided as the Company has
no assessable profit arising in Hong Kong in 2015 and 2016.
PRC Income Tax
The subsidiaries in the PRC are subject to the enterprise
income tax in accordance with “PRC Enterprise Income Tax Law” (“EIT Law”), and the applicable income tax
rate is 25%.
|
8.
|
EARNINGS/(LOSS)
PER SHARE
|
|
|
Three months ended June
30,
|
|
|
Six months ended June
30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) attributable to shareholders (RMB’000)
|
|
|
23,485
|
|
|
|
19,236
|
|
|
|
29,495
|
|
|
|
22,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of
ordinary shares outstanding used in computing basic earnings/(loss) per share
|
|
|
2,714,898
|
|
|
|
2,553,855
|
|
|
|
2,714,898
|
|
|
|
2,553,855
|
|
Weighted average number of ordinary shares outstanding used in computing
diluted earnings/(loss) per share
|
|
|
3,007,284
|
|
|
|
2,553,855
|
|
|
|
3,007,284
|
|
|
|
2,553,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings/(loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
‒
Basic
(RMB)
|
|
|
8.65
|
|
|
|
7.53
|
|
|
|
10.86
|
|
|
|
8.62
|
|
‒
Diluted
(RMB)
|
|
|
7.81
|
|
|
|
7.53
|
|
|
|
9.81
|
|
|
|
8.62
|
|
China Ceramics Co., Ltd. and Subsidiaries
Notes to Condensed Consolidated Interim
Financial Statements (Unaudited)
|
|
As of
|
|
|
|
June 30, 2016
|
|
|
December 31, 2015
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
Raw materials
|
|
|
28,749
|
|
|
|
30,226
|
|
Work in progress
|
|
|
5,657
|
|
|
|
5,657
|
|
Finished goods
|
|
|
237,413
|
|
|
|
270,970
|
|
|
|
|
271,819
|
|
|
|
306,853
|
|
The analysis of the amount of inventories recognized
as an expense and included in profit or loss is as follows:
|
|
Three months ended June
30,
|
|
|
Six months ended June
30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
RMB’000
|
|
Carrying amount of inventories sold
|
|
|
171,862
|
|
|
|
223,286
|
|
|
|
287,952
|
|
|
|
410,136
|
|
(Reversal of write down)/write
down of inventories (included in cost of sales)
|
|
|
1,827
|
|
|
|
(505
|
)
|
|
|
1,400
|
|
|
|
7,555
|
|
|
|
|
173,689
|
|
|
|
222,781
|
|
|
|
289,352
|
|
|
|
417,691
|
|
|
|
As of
|
|
|
|
June 30, 2016
|
|
|
December 31, 2015
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
Trade receivables
|
|
|
626,760
|
|
|
|
509,903
|
|
Less: provision for impairment
|
|
|
-
|
|
|
|
-
|
|
|
|
|
626,760
|
|
|
|
509,903
|
|
The Company’s trade receivables are denominated
in Renminbi and non-interest bearing. In 2011, the credit period granted to distributors was generally for a period within 90
days. Since the end of 2012, the Company has extended the collection period to 150 days to address funding pressures of its distributors.
Other customers were granted a credit period of 120 days in 2015 and 2016.
All of the trade receivables are expected to be recovered
within one year.
An aging analysis of trade receivables that were
neither past due nor impaired or past due but not impaired, is as follows:
|
|
|
|
|
Past due but not impaired
|
|
|
|
|
|
|
Neither past due
nor impaired
|
|
|
Less than 30
days
|
|
|
31 to 120 days
|
|
|
Over 120 days
|
|
|
Sub-total
|
|
|
Total
|
|
|
|
RMB'000
|
|
|
RMB'000
|
|
|
RMB'000
|
|
|
RMB'000
|
|
|
RMB'000
|
|
|
RMB'000
|
|
June 30, 2016
|
|
|
356,654
|
|
|
|
41,882
|
|
|
|
193,710
|
|
|
|
34,514
|
|
|
|
270,106
|
|
|
|
626,760
|
|
December 31, 2015
|
|
|
509,903
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
509,903
|
|
Receivables that were neither past due nor impaired,
and past due but not impaired relate to a large number of customers for whom there was no recent history of default. All amounts
are short-term. The Company does not hold any collateral over these receivables.
As of December 31, 2015, the Company is exposed to
certain credit risks as 8% and 22% of the total trade receivables were due from the Company's largest and the five largest customers,
respectively.
As of June 30, 2016, the Company is exposed to certain
credit risks as 7% and 24% of the total trade receivables were due from the Company's largest and the five largest customers,
respectively.
China Ceramics Co., Ltd. and Subsidiaries
Notes to Condensed Consolidated Interim
Financial Statements (Unaudited)
|
|
As of
|
|
|
|
June 30, 2016
|
|
|
December 31, 2015
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
Trade payables
|
|
|
130,192
|
|
|
|
110,267
|
|
Trade payables are denominated in Renminbi, non-interest
bearing and generally settled within 120-day terms. All of the trade payables are expected to be settled within one year.
|
12.
|
ACCRUED
LIABILITIES AND OTHER PAYABLES
|
|
|
As of
|
|
|
|
June 30, 2016
|
|
|
December 31, 2015
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
Deposits received from distributors
|
|
|
19,800
|
|
|
|
20,200
|
|
VAT payables
|
|
|
1,729
|
|
|
|
713
|
|
Provision for litigation (Note 18)
|
|
|
-
|
|
|
|
5,274
|
|
Accrued salary
|
|
|
4,627
|
|
|
|
3,469
|
|
Accrued rent, electricity and water
|
|
|
4,029
|
|
|
|
2,287
|
|
Accrued other taxes
|
|
|
2,074
|
|
|
|
1,651
|
|
Rental income received in advance
|
|
|
2,358
|
|
|
|
-
|
|
Others
|
|
|
451
|
|
|
|
1,583
|
|
|
|
|
35,068
|
|
|
|
35,177
|
|
Deposits received represent deposits from the Company’s
distributors. The Company usually requests a deposit from RMB400,000 to RMB1,000,000 from new distributors upon signing a distributorship
agreement as security for the performance of their obligations under the distributorship agreement.
Accrued liabilities consist mainly of accrued rental,
wages and utility expenses.
The carrying value of accrued liabilities and other
payables is considered to be a reasonable approximation of fair value.
|
13.
|
INTEREST-BEARING
BANK BORROWINGS (SECURED)
|
|
|
As of
|
|
|
|
June 30, 2016
|
|
|
December 31, 2015
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
Short-term bank borrowings - repayable within one year –
shown under current liabilities
|
|
|
-
|
|
|
|
40,076
|
|
The Company’s banking facilities are pledged
by bank deposits, the Company’s buildings and land use rights, land use rights of third parties and guaranteed by related
parties, a subsidiary of the Company and third parties.
|
|
As
of
|
|
|
|
June
30, 2016
|
|
|
December
31, 2015
|
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
|
|
of
shares
|
|
|
‘000
|
|
|
of
shares
|
|
|
‘000
|
|
Authorized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares of US$0.001 each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
January 1, 2015, December 31, 2015 and June 30, 2016
|
|
|
51,000,000
|
|
|
US$
|
51
|
|
|
|
51,000,000
|
|
|
US$
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued, outstanding
and fully paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January
1, 2015, December 31, 2015 and June 30, 2016
|
|
|
2,800,110
|
|
|
RMB
|
150
|
|
|
|
2,553,855
|
|
|
RMB
|
137
|
|
China Ceramics Co., Ltd. and Subsidiaries
Notes to Condensed Consolidated Interim
Financial Statements (Unaudited)
The Company paid a cash dividend of US$0.10 (equivalent
to RMB0.61) per share each on July 13, 2013 and January 14, 2014, respectively, to its shareholders which totaled in aggregate
US$4.1 million (equivalent to RMB24.9 million gross, RMB23.66 million net of 5% PRC withholding tax).
The Company paid a cash dividend of US$0.0125 (equivalent
to RMB0.08) per share each on July 14, 2014 and January 14, 2015, respectively, to its shareholders which totaled in aggregate
US$0.5 million (equivalent to RMB3.2 million gross, RMB3.01 million net of 5% PRC withholding tax).
No other dividend was declared or paid for the period
ended June 30, 2016,
|
16.
|
SIGNIFICANT
RELATED PARTY TRANSACTIONS
|
|
(a)
|
Apart from those
discussed elsewhere in these financial statements, the following are significant related
party transactions entered into between the Company and its related parties at agreed
rates:
|
|
|
Three months ended June
30,
|
|
|
Six months ended June
30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
RMB’000
|
|
|
RMB’000
|
|
Key management personnel remuneration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
‒ Salaries and related cost
|
|
|
210
|
|
|
|
373
|
|
|
|
414
|
|
|
|
727
|
|
‒ Share-based compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
‒ Retirement scheme contribution
|
|
|
5
|
|
|
|
5
|
|
|
|
10
|
|
|
|
10
|
|
|
|
|
215
|
|
|
|
378
|
|
|
|
424
|
|
|
|
737
|
|
|
(b)
|
Mr. Huang Jia
Dong, the founder and Chairman of Hengda and the Chief Executive Officer and one of the
directors of the Company, and a holder of approximately 35.67% equity interests of the
Company as of September 28, 2016 and Mr. Wong Kung Tok, formerly one of the Company’s
significant shareholders, provide working capital loans to the Company from time to time
during the normal course of its business. These loans amounted to RMB33,963,000 and RMB35,075,000
as of December 31, 2015 and June 30, 2016, respectively. These loans are interest free,
unsecured and repayable on demand. Mr. Huang and Mr. Wong are brothers-in-law.
|
China Ceramics Co., Ltd. and Subsidiaries
Notes to Condensed Consolidated Interim
Financial Statements (Unaudited)
|
(a)
|
Operating lease
commitments
|
The Company leases production factories,
warehouses and employees’ hostel from unrelated parties under non-cancellable operating lease arrangements. The leases have
varying terms and the total future minimum lease payments of the Company under non-cancellable operating leases are payable as
follows:
|
|
As of
|
|
|
|
June 30, 2016
|
|
|
December 31, 2015
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
Within one year
|
|
|
6,907
|
|
|
|
13,902
|
|
After one year and within five years
|
|
|
40,292
|
|
|
|
47,499
|
|
|
|
|
47,199
|
|
|
|
61,401
|
|
The leases typically run for an initial period of three
to five years, with an option to renew the lease when all terms are renegotiated. Lease payments are usually increased every five
years to reflect market rentals. None of the leases includes contingent rentals.
The Company had the following other
commitments:
|
|
As of
|
|
|
|
June 30, 2016
|
|
|
December 31, 2015
|
|
|
|
RMB’000
|
|
|
RMB’000
|
|
Advertising expenditure contracted but not provided for in
the financial statements
|
|
|
4,595
|
|
|
|
5,584
|
|
During 2014, several putative class action complaints
were filed in the United States District Court for the Southern District of New York against the Company and various current and
former directors and officers asserting claims of violations of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange
Act”) and Rule 10b-5 promulgated thereunder against all defendants, and asserting claims for violations of Section 20(a)
of the Exchange Act against the individual defendants; and pursuing remedies under the Exchange Act.
On February 6, 2015, the Company and the individual
defendants reached an agreement in principle to settle the above-described cases as against all defendants in consideration of
the payment by the Company of US$850,000 (equivalent to approximately RMB5,274,000), consisting of a combination of cash of US$310,000
and the Company’s common stock of US$540,000. The settlement is subject to the execution of a mutually acceptable settlement
agreement and the approval of the settlement by the Court. A charge for the settlement amount is included as an expense item in
the Company’s financial statements in the second half of 2014.
On May 29, 2015, the Company executed a settlement
stipulation with the Plaintiffs in the class action litigation, memorializing the terms of the settlement; and the parties to
the litigation filed the same with the Court. A Stipulation of Settlement and related documents were subsequently filed with the
court, and were revised on July 22, 2015 pursuant to court order. The settlement is subject to Court approval.
On September 1, 2015, the United States District
Court for the Southern District of New York issued a preliminary approval order that among other things preliminarily approved
the proposed settlement of the class action litigation.
On January 6, 2016, the United States District Court
for the Southern District of New York (the “Court”) held a final hearing to consider approval of the settlement, and
on April 22, 2016, it issued a final order approving the settlement and ordering that the parties file a stipulation voluntarily
dismissing the action on or before May 23, 2016 or, in the alternative, to file a joint letter by the same deadline stating the
reasons for the delay in filing such a stipulation.
China Ceramics Co., Ltd. and Subsidiaries
Notes to Condensed Consolidated Interim
Financial Statements (Unaudited)
Under the terms of Court’s final order approving
the settlement issued on April 22, 2016, the number of common shares issuable by the Company is determined by the dividing $540,000
by the average closing price of the Company’s common shares on the ten days preceding the final approval hearing, which
took place on January 6, 2016. That provision resulted in the Company being obligated to issue 554,415 common shares (which equates
to 69,302 shares after the 1 for 8 reverse stock split recently implemented by the Company), all of which shares were freely tradeable.
The Counsel for the Lead Plaintiffs in the litigation subsequently sought to renegotiate the date for the determination of the
number of shares issuable in the settlement. The Court requested submissions from the Company and the individual defendants with
respect to the issues raised by the Counsel for the lead plaintiffs and all of the submissions were filed by May 24, 2016.
On June 20, 2016, the Court denied the request by
the Counsel for the Lead Plaintiffs to modify the terms of the Settlement. As a result of the Court's order, the terms and provisions
of the Settlement remain unchanged and the case was closed on August 2, 2016. A charge for the settlement amount is included as
an expense item in our fiscal 2014 financial statements and RMB1.7 million attributable to recognition of the over-provision of
funds for the settlement of litigation was included in Other Income in the Company’s financial statements for the second
quarter of 2016.
|
19.
|
EVENTS
AFTER THE REPORTING PERIOD
|
Pursuant to the public offering of securities dated
February 3, 2016, the Company sold 1,428,571 ordinary shares at a price of $0.63 per share, 1,428,571 Class A Warrants to purchase
one common share per warrant and 1,428,571 Class B Warrants to purchase one common share per warrant. The Class A Warrants have
an exercise price of $0.63 per share and the Class B Warrants have an exercise price of $0.78 per share. The Class A Warrants
were exercisable up until the six-month anniversary of the date of issuance. The Class B Warrants are currently exercisable and
will terminate on the five-year anniversary of the date of issuance.
On July 28, 2016, 7,936 Class A Warrants were exercised
at an exercise price of $0.63 per share resulting in the issuance of 7,936 common shares. The remainder of the Class A Warrants
expired unexercised on August 3, 2016.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We, through our operating subsidiaries,
are a leading PRC-based manufacturer of ceramic tiles used for exterior siding and for interior flooring and design in residential
and commercial buildings. The ceramic tiles, sold under the “HD” or “Hengda”, “HDL” or “Hengdeli”,
“TOERTO”, “WULIQIAO” and “Pottery Capital of Tang Dynasty” brands are available in over two
thousand styles, colors and size combinations. Currently, we have five principal product categories: (i) porcelain tiles, (ii)
glazed tiles, (iii) glazed porcelain tiles, (iv) rustic tiles and (v) polished glazed tiles. Porcelain tiles are our major products
and accounted for over 62.1% of our total revenue in for the six-months ended June 30, 2016 (2015 fiscal year: 67.6%).
We are a British Virgin Islands limited
liability company whose predecessor, China Holdings Acquisition Corp (“CHAC”), was incorporated in Delaware on June
22, 2007 and was organized as a blank check company for the purpose of acquiring an operating business.
Pursuant to the terms of a merger and stock
purchase agreement dated August 19, 2009, on November 20, 2009, CHAC merged with and into China Ceramics, its wholly owned British
Virgin Islands subsidiary, and, immediately thereafter, as part of the same integrated transaction, China Ceramics acquired all
of the outstanding securities of Success Winner.
Our manufacturing facilities operated by
Jinjiang Hengda Ceramics Co., Ltd. are located in Jinjiang, Fujian Province, and our manufacturing facilities operated by Jiangxi
Hengdali Ceramic Materials Co., Ltd. are located in Gaoan, Jiangxi Province. Combined, these facilities currently provide an aggregate
annual maximum production capacity of approximately 72 million square meters of ceramic tiles. However, due to current economic
conditions, we are currently utilizing production facilities capable of producing 27 million square meters and leasing out production
facilities capable of producing 10 million square meters of ceramic tiles to a third party pursuant to an eight year lease. We
currently have sixteen production lines (ten of them were utilized as of the end of June 2016), with each production line optimized
to manufacture specific size ranges to maximize efficiency and output, with one production line being utilized pursuant to the
eight year lease.
Basis of Presentation
The following discussion and analysis of
our financial condition and results of operations is based on the selected financial information as of and for the six months
ended June 30, 2016 and has been prepared based on the condensed consolidated interim financial statements of China Ceramics
Co., Ltd. and its subsidiaries. The condensed consolidated interim financial statements of China Ceramics Co., Ltd. and its subsidiaries
have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim financial reporting. The
condensed consolidated interim financial statements have been prepared on the historical cost basis, except for derivative financial
instruments that have been measured at fair value.
The translation of certain RMB amounts
as of and for the period ended June 30, 2016 into US$ is included in these financial statements solely for the convenience of
readers and was made at the rate of RMB6.6459 to US$1.00, which was based on the noon buying rate on June 30, 2016 in The City
of New York cable transfers of RMB as certified for customers purposes by the Federal Reserve Bank of New York. Such translation
should be construed as representation that RMB amounts could be converted, realized or settled into US$ at the rate stated above
or at any other rate.
Results of Operations
The following table sets forth our financial results for the
six months ended June 30, 2016 and 2015.
|
|
Three Months Ended June
30,
|
|
|
Six Months Ended June
30,
|
|
RMB (’000)
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Revenue
|
|
|
206,469
|
|
|
|
259,985
|
|
|
|
340,629
|
|
|
|
469,762
|
|
Cost of sales
|
|
|
(174,268
|
)
|
|
|
(224,219
|
)
|
|
|
(290,395
|
)
|
|
|
(420,173
|
)
|
Gross profit
|
|
|
32,201
|
|
|
|
35,766
|
|
|
|
50,234
|
|
|
|
49,589
|
|
Other income
|
|
|
5,285
|
|
|
|
259
|
|
|
|
8,202
|
|
|
|
421
|
|
Selling and distribution expenses
|
|
|
(2,627
|
)
|
|
|
(2,712
|
)
|
|
|
(7,017
|
)
|
|
|
(5,439
|
)
|
Administrative expenses
|
|
|
(5,497
|
)
|
|
|
(5,583
|
)
|
|
|
(11,767
|
)
|
|
|
(11,039
|
)
|
Finance costs
|
|
|
(33
|
)
|
|
|
(974
|
)
|
|
|
(735
|
)
|
|
|
(2,082
|
)
|
Other expenses
|
|
|
(3,376
|
)
|
|
|
(350
|
)
|
|
|
(4,438
|
)
|
|
|
(696
|
)
|
Profit/(loss) before taxation
|
|
|
25,953
|
|
|
|
26,406
|
|
|
|
34,479
|
|
|
|
30,754
|
|
Income tax expense
|
|
|
(2,468
|
)
|
|
|
(7,170
|
)
|
|
|
(4,984
|
)
|
|
|
(8,750
|
)
|
Profit/(loss) attributable to shareholders
|
|
|
23,485
|
|
|
|
19,236
|
|
|
|
29,495
|
|
|
|
22,004
|
|
Description of Selected Income Statement Items
Revenue.
We generate revenue from
the sales of ceramic tiles, including porcelain tiles, glazed porcelain tiles, glazed tiles, rustic tiles and polished glazed
tiles. For the past three fiscal years, the second and third calendar quarters have been the peak season of the property developing
industry, and, therefore, our quarterly sales are usually highest from May to September. In addition, we have observed that sales
are lowest from January to March. This is because property developing activities are low due to the effects of cold weather and
the PRC Spring Festival.
Cost of sales.
Cost of sales consists
of costs directly attributable to production, including the cost of clay, color materials, glaze materials, coal, gas, salaries
for staff engaged in production activity, electricity, depreciation, packing materials, and related expenses.
The most significant factors that directly or indirectly
affect our cost of sales are as follows:
|
·
|
Availability
and price of clay;
|
|
·
|
Availability
and price of coal and natural gas; and
|
|
·
|
Availability
and price of dyes.
|
Clay is a key material for making ceramic
tiles, and accounted for approximately 24.3% and 22.8% of our cost of sales in the six months ended June 30, 2016 and 2015,
respectively. Fujian and Jiangxi Provinces, where our production facilities are located, are the largest clay resources areas
in China and clay supply is stable and sufficient for our production and planned production.
Coal and gas are our major fuel sources
for making ceramic tiles. Coal and gas accounted for approximately 5.5% and 8.3% respectively, of our cost of sales in the six
months ended June 30, 2016. As a comparison, coal and gas accounted for approximately 4.7% and 9.7%, respectively, of our
cost of sales in the six months ended June 30, 2015. We have long-term relationships with our coal suppliers. Prices of coal
have experienced fluctuations in the past few years. Since 2015, our Hengda facility has been required by the local governmental
entity to use natural gas to operate the facility. This increased our cost of goods produced at that facility because natural
gas is a more expensive energy source than coal.
Dyes are another key material for making
ceramic tiles, and accounted for approximately 26.8% and 25.9% of our cost of sales in the six months ended June 30, 2016
and 2015, respectively. A number of dyes are used in ceramic tiles, and the prices of different dyes have experienced fluctuations
in the past few years.
Other income and other expenses
.
Other income consists of interest income, rental income and reversal of funds reserved for the settlement of litigation due to
its over-provision. Other expenses primarily consist of loss on disposal of property, plant and equipment, depreciation on rental
property and interest expense.
Selling and distribution expenses
.
Selling and distribution expenses consist of payroll, transportation and advertising expenses incurred by our selling and distribution
team.
Administrative expenses
. Administrative
expenses consist primarily of employee remuneration, payroll taxes and benefits, general office expenses and depreciation. We
also incur additional expenses related to costs of compliance with securities laws and other regulations, including audit and
legal fees and investor relations expenses.
Finance costs
. Finance costs consist
of interest expense on bank loans.
Income taxes.
Our subsidiaries in
the PRC are subject to the PRC Enterprise Income Tax Law, and the applicable income tax rate pursuant to such law in 2016 and
2015 is 25%.
Comparison of six months ended June 30, 2016 and June 30,
2015
Revenue.
The following table sets
forth the breakdown of revenue, by product categories, for the six months ended June 30, 2016 and 2015:
|
|
Six Months Ended June
30,
|
|
Revenue RMB (’000)
|
|
2016
|
|
|
Percentage
|
|
|
2015
|
|
|
Percentage
|
|
|
|
(Unaudited)
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Porcelain
|
|
|
211,384
|
|
|
|
62.1
|
%
|
|
|
317,352
|
|
|
|
67.6
|
%
|
Glazed Porcelain
|
|
|
13,681
|
|
|
|
4.0
|
%
|
|
|
19,799
|
|
|
|
4.2
|
%
|
Glazed
|
|
|
15,572
|
|
|
|
4.6
|
%
|
|
|
22,495
|
|
|
|
4.8
|
%
|
Rustic
|
|
|
37,739
|
|
|
|
11.0
|
%
|
|
|
44,024
|
|
|
|
9.4
|
%
|
Polished Glazed
|
|
|
62,253
|
|
|
|
18.3
|
%
|
|
|
66,092
|
|
|
|
14.0
|
%
|
Total
|
|
|
340,629
|
|
|
|
100.0
|
%
|
|
|
469,762
|
|
|
|
100.0
|
%
|
Revenue decreased by RMB129.2 million,
or 27.5% to RMB340.6 million ($51.6 million) in the six months ended June 30, 2016, from RMB469.8 million for the six months
ended June 30, 2015. Customer demand continued to shrink in 2016, as seen by a 31% decrease in the sales volume of ceramic
tiles to 10.7 million square meters for the six months ended June 30, 2016, from 15.4 million square meters for the six months
ended June 30, 2015. The decrease was partially offset by a 4% increase in the average selling price to RMB31.8 ($4.8) per square
meter in the six months ended June 30, 2016 from RMB30.5 per square meter in the same period last year.
Porcelain tiles.
Revenue from porcelain
tiles decreased by RMB106.0 million, or 33.4%, from RMB317.4 million for the six months ended June 30, 2015 to RMB211.4 million
($3.2 million) for the six months ended June 30, 2016. The sales volume decreased 34% from 11.6 million square meters for the
six months ended June 30, 2015 to 7.6 million square meters for the same period in 2016. The average selling price increased by
1% to RMB27.7 ($4.2) per square meter for the six months ended June 30, 2016 from an average selling price of RMB27.4 per square
meter for the six months ended June 30, 2015. Porcelain tiles for exterior walls are still our most popular product and have the
largest market potential of all of our tiles. We expect porcelain tiles to continue to be our key product for the foreseeable
future.
Glazed porcelain tiles.
Revenue
from glazed porcelain tiles decreased by RMB6.1 million, or 30.8%, from approximately RMB19.8 million for the six months ended
June 30, 2015 to RMB13.7 million ($2.1 million) for the same period in 2016. The sales volume decreased 29% from 0.7 million
square meters from the six months ended June 30, 2015 to 0.5 million square meters from the same period in 2016. The average selling
price decreased by 1% to RMB27.1 ($4.1) per square meter from the six months ended June 30, 2016 from an average selling price
of RMB27.3 per square meter for the six months ended June 30, 2015.
Glazed tiles.
Revenue from glazed
tiles decreased 30.7%, from RMB22.5 million for the six months ended June 30, 2015 to RMB15.6 million ($2.3 million) for
the same period in 2016, mainly due to the decrease in sales volume by 30% from 1.0 million square meters from the six months
ended June 30, 2015 to 0.7 million square meters from the same period in 2016. The average selling price for this product increased
2%, from RMB23.2 per square meter for the six months ended June 30, 2015 to RMB23.6 ($3.6) per square meter for the same period
in 2016. Glazed tiles have a lower selling price than our other products.
Rustic tiles.
Revenue from rustic
tiles decreased 14.3% from RMB44.0 million for the six months ended June 30, 2015 to RMB37.7 million ($5.7 million) for the
same period in 2016 due to the decrease in sales volume by 20% from 1.0 million square meters for the six months ended June 30,
2015 to 0.8 million square meters from the same period in 2016. The decrease was partially offset by a 2% increase in the average
selling price, from RMB44.4 per square meter for the six months ended June 30, 2015 to RMB45.3 ($6.8) per square meter for the
same period in 2016. We have been promoting rustic tiles since we introduced them in 2007 and believe that rustic tiles will become
a larger portion of our product mix due to the variety of patterns and textures that can be achieved with this product.
Polished Glazed tiles.
Revenue from
polished glazed tiles decreased 5.7%, from RMB66.1 million for the six months ended June 30 2015 to RMB62.3 million ($9.4 million)
for the same period in 2016, due to the decrease in sales volume of 6%, from 1.14 million square meters for the six months ended
June 30, 2015 to 1.07 million square meters for the same period in 2016. We introduced polished glazed tiles in March 2011 and
began selling them in the second quarter of 2011. We believe that this product represents both a functional and cost-effective
replacement for actual marble or stone materials used in a decorative fashion inside homes. The polished glazed tiles are of a
large size than our other tiles and we believe that demand for this series will increase in future.
Cost of sales.
The following table
sets forth the breakdown of cost of sales, by product categories, for the six months ended June 30, 2016 and 2015:
|
|
Six Months Ended June
30,
|
|
Cost of Sales RMB (’000)
|
|
2016
|
|
|
Percentage
|
|
|
2015
|
|
|
Percentage
|
|
|
|
(Unaudited)
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Porcelain
|
|
|
178,206
|
|
|
|
61.4
|
%
|
|
|
282,705
|
|
|
|
67.3
|
%
|
Glazed Porcelain
|
|
|
13,938
|
|
|
|
4.8
|
%
|
|
|
19,484
|
|
|
|
4.7
|
%
|
Glazed
|
|
|
14,288
|
|
|
|
4.9
|
%
|
|
|
20,771
|
|
|
|
4.9
|
%
|
Rustic
|
|
|
32,989
|
|
|
|
11.3
|
%
|
|
|
39,993
|
|
|
|
9.5
|
%
|
Polished Glazed
|
|
|
50,974
|
|
|
|
17.6
|
%
|
|
|
57,220
|
|
|
|
13.6
|
%
|
Total
|
|
|
290,395
|
|
|
|
100.0
|
%
|
|
|
420,173
|
|
|
|
100.0
|
%
|
Cost of sales was RMB290.4 million ($44.7
million) for the six months ended June 30, 2016 compared to RMB420.2 million for the same period in 2015, a decrease of RMB129.8
million, or 30.9%, mainly due to the decrease in sales volume.
Gross profit.
The following table
sets forth the breakdown of our gross profit and gross profit margin, by product categories, for the six months ended June 30,
2016 and 2015.
|
|
Six Months Ended June
30,
|
|
|
|
2016
|
|
|
2015
|
|
RMB (’000)
|
|
Gross Profit
|
|
|
Profit Margin
|
|
|
Gross Profit
|
|
|
Profit Margin
|
|
|
|
(Unaudited)
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Porcelain
|
|
|
33,178
|
|
|
|
15.7
|
%
|
|
|
34,647
|
|
|
|
10.9
|
%
|
Glazed Porcelain
|
|
|
(257
|
)
|
|
|
(1.9
|
)%
|
|
|
315
|
|
|
|
1.6
|
%
|
Glazed
|
|
|
1,284
|
|
|
|
8.2
|
%
|
|
|
1,724
|
|
|
|
7.7
|
%
|
Rustic
|
|
|
4,750
|
|
|
|
12.6
|
%
|
|
|
4,031
|
|
|
|
9.2
|
%
|
Polished Glazed
|
|
|
11,279
|
|
|
|
18.1
|
%
|
|
|
8,872
|
|
|
|
13.4
|
%
|
Total
|
|
|
50,234
|
|
|
|
14.7
|
%
|
|
|
49,589
|
|
|
|
10.6
|
%
|
Our gross profit increased 1.2% from RMB49.6
million for the six months ended June 30, 2015 to RMB50.2 million ($7.6 million) for the same period in 2016. Gross profit
margin percentage was 14.7% for the six months ended June 30, 2016, compared to 10.6% for the same period in 2015. The year-over-year
increase in gross profit margin and gross profit margin percentage was primarily driven by decrease in the cost of sales attributable
to (i) a decrease in depreciation due to the Company’s taking an asset impairment charge in the fourth quarter of 2015 that
reduced the value of the Company’s plant, property and equipment, and (ii) an increase in average selling price.
Other income.
Other income were
RMB8.2 million ($1.2 million) for the six months ended June 30, 2016 compared to RMB0.4 million for the same period in 2015, representing
an increase of RMB7.8 million, or 1,950% mainly caused by: (i) rental income of RMB4.7 million received as a result of the Company
leasing out a production line from its Hengdali plant pursuant to an eight-year lease contract, and (ii) RMB1.7 million attributable
to recognition of the overprovision of funds for the settlement of litigation for the six months ended June 30, 2016.
Selling and distribution expenses.
Selling and distribution expenses were RMB7.0 million ($1.1 million) for the six months ended June 30, 2016 compared to RMB5.4
million for the same period in 2015, representing an increase of RMB1.6 million, or 30%, mainly due to an increase in advertisement
expenses of RMB1.7 million ($0.3 million) for the six months ended June 30, 2016.
Administrative expenses.
Administrative
expenses were RMB11.8 million ($1.8 million) for the six months ended June 30, 2016, compared to RMB11.0 million for the same
period in 2015, representing an increase of RMB0.7 million, or 7%. Higher accounting service fees were incurred in 2016 in connection
with the preparation of our financial statements.
Finance costs.
Finance costs was
RMB0.7 million ($0.1 million) for the six months ended June 30, 2016, compared to RMB2.1 million for the same period in 2015,
representing an decrease of RMB1.4 million, or 67%, mainly due to a bank loan that was fully repaid in 2016.
Other expenses.
Other expenses increased
529% from RMB0.7 million for the six months ended June 30, 2015 to RMB4.4 million ($0.7 million) for the same period in 2016.
The increase in other expense was mainly due to the depreciation of rental property of RMB3.3 million for the six months ended
June 30, 2016.
Profit/(loss) before taxation.
Profit before taxation was RMB34.5 million ($5.2 million) for the six months ended June 30, 2016 compared to profit before
taxation of RMB30.8 million for the same period in 2015, representing an increase of RMB3.7, or 12%. The increase in first half
2016 profit was mainly due to (i) the year-over-year increase in gross profit of RMB0.6 million, or 1.2%, and (ii) rental income
of RMB4.7 million derived from the Company leasing out a production line from its Hengdali plant consequent to an eight-year lease
contract.
Income taxes.
We incurred an income
tax expense of RMB5.0 million ($0.8 million) for the six months ended June 30, 2016, compared to RMB8.8 million for the same period
in 2015. The decrease in income tax was primarily the result of the deferred tax assets being recognized from accumulated loss
attributed from the Company’s subsidiaries for the six months ended June 30, 2016. Our PRC statutory enterprise income tax
rate was 25.0% in 2015 and 2016. Excluding the loss of our BVI holding company and Hong Kong incorporated subsidiary, our effective
tax rate was 14% and 28% respectively for the six months ended June 30, 2015 and 2016.
Profit/(loss) attributable to shareholders.
Profit attributable to shareholders was RMB29 million ($4.4 million) for the six months ended June 30, 2016, compared to loss
attributable to shareholders of RMB22.0 million for the same period in 2015, as a result of the factors described above.
Liquidity and Capital Resources
The following table presents a summary
of our cash flows and beginning and ending cash balances for the six months ended June 30, 2016 and 2015:
|
|
Three Months Ended June
30,
|
|
|
Six Months Ended June
30,
|
|
RMB (’000)
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Net cash generated from/(used in) operating
activities
|
|
|
(1,869
|
)
|
|
|
54,607
|
|
|
|
(7,631
|
)
|
|
|
195,770
|
|
Net cash generated from investing activities
|
|
|
17
|
|
|
|
265
|
|
|
|
43,426
|
|
|
|
440
|
|
Net cash generated from/(used in)
financing activities
|
|
|
3,518
|
|
|
|
-
|
|
|
|
(31,433
|
)
|
|
|
(1,505
|
)
|
Net increase/(decrease) in cash and cash equivalents
|
|
|
1,666
|
|
|
|
54,872
|
|
|
|
4,362
|
|
|
|
194,705
|
|
Cash and cash equivalents, beginning of period
|
|
|
1,474
|
|
|
|
200,983
|
|
|
|
514
|
|
|
|
61,155
|
|
Effect of foreign exchange rate differences
|
|
|
184
|
|
|
|
-
|
|
|
|
(1,552
|
)
|
|
|
(5
|
)
|
Cash and cash equivalents, end of
period
|
|
|
3,324
|
|
|
|
255,855
|
|
|
|
3,324
|
|
|
|
255,855
|
|
We have historically financed our liquidity
requirements mainly through operating cash flow and by issuing new shares.
Cash flows from operating activities.
Net cash flows used in operating activities was RMB7.6 million ($1.1 million) for the six months ended June 30, 2016, compared
to RMB195.8 million net cash generated from operating activities in the same period of 2015. The year-over-year decrease of RMB203.4
million was mainly attributable to an increase in the trade receivables in 2016. In the six months ended June 30, 2016, we had
a cash inflow for trade receivables of negative RMB116.9 million, compared to an inflow for trade receivables of RMB88.7 million
in the same period last year.
Cash flows from inves
ti
ng activities.
Net cash flows generated from investing activities was RMB43.4 million ($6.5 million) for the six months ended June 30, 2016,
compared to RMB0.4 million in the same period of 2015. The inflow in 2016 was primarily due to the decrease in restricted cash
of RMB41.7 million.
Cash flows from financing activities.
Net cash used in financing activities was RMB31.4 million ($4.7 million) for the six months ended June 30, 2016, compared
to RMB1.5 million net cash used in financing activities. The increase in cash outflow was due to the repayment of bank borrowings
of RMB40.1 million, offset by fund received from public offer of RMB8.6 million.
Inventories and trade receivables.
Our inventory turnover rate decreased to 2.01 times, on an annualized basis, as of June 30, 2016 from 2.62 times for the same
period of 2015. The decrease in inventory turnover rate was primarily caused by the reduction of sales volume for the six months
ended June 30, 2016.
Trade receivables turnover, net of value
added tax, was 302 days as of June 30, 2016 compared with 167 days as of June 30, 2015. Due to the currently challenging economic
environment since the end of 2012, we have extended the collection period for our distributors from 90 days to 150 days to address
funding pressures on our distributors. Other customers were granted a credit period of 90 days in 2013 and 2012, and 120 days
in 2014, 2015 and 2016. Based on our historical experience and current operation, we believe that all our trade receivables are
collectable in full.
In March 2016, the Company entered into
an eight-year contract to lease out one of the production lines from its Hengdali facility. The production line has the capacity
to produce approximately 10 million square meters of ceramic tiles annually. The contract began on March 1, 2016 and ends on February
29, 2024. The contract stipulates a rental income of RMB 15.0 million per year, including a 6% value added tax. The Company believes
that it is prudent to generate income from its unused production capacity from a third party rather than let it remain idle.
The major sources of our liquidity for
the six months ended June 30, 2016 were cash generated from operations. We do not use off-balance sheet financing as a source
of liquidity or for other financing purposes.
In our opinion, our working capital, including
our cash, income and cash flows from operations is sufficient to fund our present requirements.
However, we may sell additional equity
or obtain credit facilities to enhance our liquidity position or to increase our cash reserve for future acquisitions and capital
equipment expenditures. The sale of additional equity would result in further dilution to our shareholders. The incurrence in
indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations.
We cannot provide assurance that financing will be available in amounts or on terms acceptable to us, if at all.
Inventory Management
Our inventory is comprised of raw materials
purchased from our suppliers located in Fujian, Guangdong and Jiangxi Provinces. The inventory comprised mainly of clay, coal,
dyes and glazing materials.
We have sufficient raw materials to support,
on average, three weeks of production at any point in time. This helps to minimize any potential delays in our production process
which may arise due to delays in the delivery of raw materials. Our production of ceramic tiles is based on customers’ orders.
In doing so, we minimize storage space and maintain a relatively low inventory level of finished products. Our inventory turnover
is as follows:
|
|
Six Months Ended June
30,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Inventories (RMB’000)
|
|
|
271,819
|
|
|
|
315,815
|
|
Inventory turnover (days) (1)
|
|
|
180
|
|
|
|
139
|
|
|
(1)
|
The
average inventories’ turnover is computed based on the formula: (simple average
opening and closing inventories balance in a half year / cost of sales) × 181 days.
|
Write down of inventory for the six months
ended June 30, 2016 and June 30, 2015 was RMB1.4 million ($0.2 million) and RMB7.5 million, respectively. The write down of inventory
for the six months ended June 30, 2016 was charged to cost of sales.
Credit Management
Credit terms to our customers
We will grant credit terms based on the
reputation, creditworthiness, size of orders, payment records and number of years we have done business with the customer. Historically,
credit terms were approximately 90 days for most customers. Beginning at the end of 2012, considering the challenging market conditions
in China’s real estate industry, we extended the credit period for distributors to 150 days to address funding pressures
of our distributors. Other customers were granted a credit period of 120 days in 2015 and 2016. As of June 30, 2016, trade receivables
of RMB356,654,000 were neither past due nor impaired. RMB270,106,000 were past due but not impaired. As of June 30, 2015, trade
receivables were neither past due nor impaired. We do not have a return policy.
Personnel from our sales and marketing
department typically conduct visits to new customers to evaluate their credit worthiness before entering into any arrangements
with them. In addition, as Hengda was awarded a Top 500 Brand designation.
Our average trade receivables’ turnover
days during the six months ended June 30, 2016 and 2015 were as follows:
|
|
Six Months Ended June
30,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Trade receivables (RMB ’000)
|
|
|
626,760
|
|
|
|
461,262
|
|
Trade receivables turnover (days) (1)
|
|
|
302
|
|
|
|
167
|
|
|
(1)
|
The average trade receivables’
turnover is computed based on the formula: (simple average opening and closing trade receivables balance in a half year (net
of VAT) / revenue) × 181 days.
|
Credit terms from our suppliers
The typical credit terms from our major
suppliers are from one to four months after the raw materials have been delivered. Our average trade payables’ turnover
days during the six months ended June 30, 2016 and 2015 were as follows:
|
|
Six Months Ended June
30,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Trade payables (RMB ’000)
|
|
|
130,192
|
|
|
|
164,373
|
|
Trade payables turnover (days) (1)
|
|
|
108
|
|
|
|
80
|
|
|
(1)
|
The
average trade payables’ turnover is computed based on the formula: (simple average
opening and closing trade payables balance in a half year (net of VAT) / purchases) ×
181 days.
|
Capital Expenditures
We had no capital expenditures on property,
plant and equipment for the six months ended June 30, 2016 and 2015.
Management reviews the levels of capital
expenditures throughout the year and makes adjustments to its capital expenditures subject to market conditions. Management anticipates
a modest level of capital expenditures for the remainder of 2016.
Contractual Obligations
Our contractual obligation represents operating
lease obligations, and will be paid off with our cash flow from operations. The following table sets forth a breakdown of our
contractual obligations as of June 30, 2016:
|
|
Payment Due by Period
|
|
|
|
Total
|
|
|
Less than
1 year
|
|
|
1 – 3
years
|
|
|
3 – 5
years
|
|
|
More
than
5 years
|
|
|
|
(RMB in Thousands)
|
|
Operating lease obligations (1)
|
|
|
47,199
|
|
|
|
6,907
|
|
|
|
27,629
|
|
|
|
12,663
|
|
|
|
-
|
|
Other obligations (2)
|
|
|
4,595
|
|
|
|
468
|
|
|
|
4,127
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
51,794
|
|
|
|
7,375
|
|
|
|
31,756
|
|
|
|
12,663
|
|
|
|
-
|
|
|
(1)
|
We
lease plant buildings, production factories, warehouses and employees’ dormitories
from non-related parties under non-cancellable operating lease arrangements.
|
|
(2)
|
Other
obligations includes the advertising expenditure contracted but not provided for in the
financial statements.
|
Dividend Policy for Fiscal 2016
Our Board of Directors has not yet made
a determination as to the Company’s dividend policy for fiscal year 2016. However, there are concerns of a continued slowdown
in China’s economy as well as China’s real estate sector which would negatively impact the building materials industry.
Further, we believe that it is likely that difficult market conditions in our business sector will prevail for the rest of the
year. Therefore, while the Board of Directors will engage in additional deliberations in the future as to our dividend policy,
it is unlikely that the Company will pay a dividend to shareholders in fiscal year 2016.
Off-Balance Sheet Arrangements
We do not have any outstanding off-balance
arrangements and have not entered into any transactions that are established for the purpose of facilitating off-balance sheet
arrangements.
Impact of Inflation
The general annual inflation rate in China
was approximately 2.6% in both 2012 and 2013, 2.0% in 2014 and 1.4% in 2015, according to the National Bureau of Statistics. In
the past, the Chinese government has implemented various policies from time to time to control inflation. For example, the Chinese
government has periodically introduced measures in certain sectors to avoid overheating of the economy, including tighter bank
lending policies, increases in bank interest rates, and measures to curb inflation, which has resulted in a decrease in the rate
of inflation. An increase in inflation could cause our costs for energy, labor costs, raw materials and other operating costs
to increase, which would adversely affect our financial condition and results of operations.
Critical Accounting Policies and Judgment
The preparation of the condensed consolidated
interim financial statements, which have been prepared in accordance with International Accounting Standard (“IAS”)
as issued by the International Accounting Standards Board (“IASB”), requires us to make estimates, judgments and assumptions
that affect the reported amounts of assets, liabilities, revenues and expenses. Estimates and judgments are continually evaluated
and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable
under the circumstances. Actual results may materially differ from these estimates under different assumptions or conditions.
See Note 2 to our condensed consolidated
interim financial statements, “Basis of Preparation and Summary of Significant Accounting Policies.” We believe that
the following paragraphs reflect the most critical accounting policies that currently affect our financial condition and results
of operations:
Inventories
Inventories are carried at the lower of
cost and net realizable value. Cost is determined using the weighted average basis, and in the case of work in progress and finished
goods, comprises direct materials, direct labor and an appropriate proportion of overhead.
Net realizable value is the estimated selling
price in the ordinary course of business less the estimated cost of completion and applicable selling expenses.
When inventories are sold, the carrying
amount of those inventories is recognized as an expense in the period in which the related revenue is recognized. The amount of
any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period
the write-down or loss occurs. The amount of any reversal of any write-down of inventories is recognized as a reduction in the
amount of inventories recognized as an expense in the period in which the reversal occurs.
Revenue recognition
Revenue comprises the fair value of the
consideration received or receivable for the sale of goods, net of rebates and discounts. Provided it is probable that the economic
benefits will flow to us and the revenue and costs, if applicable, can be measured reliably, revenue is recognized as follows:
|
·
|
Sales
of goods are recognized upon transfer of the significant risks and rewards of ownership
to the customer. This is usually taken as the time when the goods are delivered and the
customer has accepted the goods. Once goods are accepted by a customer, there is no continuing
management involvement with the goods and we do not have the obligation to accept the
return of the goods to us from the customer.
|
|
·
|
Interest
income is recognized on a time-proportion basis using the effective interest method.
|
Impairment of non-financial assets
Impairment testing is made on our goodwill
at each reporting date. Property, plant and equipment and land use rights are tested for impairment if there is any indication
that the assets may be impaired at the balance sheet date.
If any indication exists, or when annual
impairment testing for an asset is required, we estimate the asset’s recoverable amount.
Calculation of recoverable amount
An asset’s recoverable amount is
the greater of an asset’s or cash-generating unit’s fair value less costs of disposal and its value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. Where an asset does not generate cash
inflows largely independent of those from other assets, the recoverable amount is determined for the smallest group of assets
that generates cash inflows independently (i.e. a cash-generating unit).
Recognition of impairment losses
An impairment loss is recognized in profit
or loss whenever the carrying amount of an asset, or the cash-generating unit to which it belongs, exceeds its recoverable amount.
Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill
allocated to that cash-generating unit (or group of units), and then, to reduce on a pro rata basis the carrying amount of the
other assets in the unit (or group of units), except that the carrying amount of an asset will not be reduced below its individual
fair value less costs of disposal (if measurable) or value in use (if determinable).
Reversal of impairment losses
In respect of assets other than goodwill,
an impairment loss is reversed if there has been a favorable change in the estimates used to determine the recoverable amount.
An impairment loss in respect of goodwill is not reversed.
A reversal of an impairment loss is limited
to the asset’s carrying amount that would have been determined had no impairment loss been recognized in prior years. Reversals
of impairment losses are credited to profit or loss in the year in which the reversals are recognized.
Critical Accounting Estimates and Assumptions
We make estimates and assumptions concerning
the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The key sources of
estimation uncertainty and key assumptions concerning the future at the end of the reporting period, that have a significant risk
of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed
below:
Useful lives and impairment assessment
of property, plant and equipment
Property, plant and equipment are stated
at cost less accumulated depreciation and identified impairment losses. The estimation of useful lives impacts the level of annual
depreciation expenses recorded. Property, plant and equipment are evaluated for possible impairment on a specific asset basis
or in groups of similar assets, as applicable. This process requires management’s estimate of future cash flows generated
by each asset or group of assets. For any instance where this evaluation process indicates impairment, the relevant asset’s
carrying amount is written down to the recoverable amount and the amount of the write-down is charged against profit or loss.
Impairment loss recognized in respect
of property, plant and equipment and land use rights
Determining whether property, plant and
equipment are impaired requires an estimation of the recoverable amount of the property, plant and equipment and land use rights.
Such estimation was based on certain assumptions, which are subject to uncertainty and might materially differ from the actual
results. There was no impairment loss recognized for the six month periods ended June 30, 2016 and 2015.
Impairment loss of goodwill
Determining whether goodwill is impaired
requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use
calculation requires us to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount
rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss
may arise. We performed goodwill impairment test annually. No impairment loss was recognized for the six month periods ended June
30, 2016 and 2015.
Income tax
We have exposure to income taxes in the
PRC. Significant judgment is required in determining the provision for income taxes. There are certain transactions and computations
for which the ultimate tax determination is uncertain during the ordinary course of business. We recognize liabilities for expected
tax issues based on estimates of whether additional taxes will be due. When the final tax outcome of these matters is different
from the amounts that were initially recognized, such differences will impact the income tax and deferred tax provisions in the
period in which such determination is made. The carrying amounts of our income tax payable as of December 31, 2015 and June 30,
2016 were RMB5,293,000 and RMB5,413,000 ($814,000), respectively.
Impairment of trade receivables
We assess the collectability of trade receivables.
This estimate is based on the credit history of our customers and the current market condition. We assess the collectability of
trade receivables at the balance sheet date and make the provision, if any. The identification of doubtful debts requires the
use of judgment and estimates. Judgment is required in assessing the ultimate realization of these receivables, including the
current creditworthiness, past collection history of each customer and on-going dealings with them. Where the expectation is different
from the original estimate, such difference will impact the carrying value of trade and other receivables and doubtful debts expenses
in the period in which such estimate has been changed. The carrying amounts of our trade receivables as of December 31, 2015 and
June 30, 2016 were RMB509,903,000 and RMB626,760,000 ($94,308,000), respectively.
Net realizable value of inventories
Net realizable value of inventories is
the management’s estimation of future selling price in the ordinary course of business, less estimated costs of completion
and selling expenses. These estimates are based on the current market condition and the historical experience of selling products
of similar nature. It could change significantly as a result of various market factors. The carrying amounts of our inventories
as of December 31, 2015 and June 30, 2016 were RMB306,853,000 and RMB271,819,000 ($40,900,000), respectively.
Financial Statements and Exhibits.
Exhibit No.
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Description
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99.1
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Press Release dated September 28, 2016
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