See accompanying notes to unaudited condensed
consolidated financial statements.
See accompanying notes to unaudited condensed
consolidated financial statements.
The following table shows a reconciliation of cash, cash equivalents
and restricted cash on the condensed consolidated balance sheets to that presented in the above condensed consolidated statements
of cash flows.
See accompanying notes to unaudited condensed
consolidated financial statements.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 - Basis of presentation, significant concentrations and
risks
(a) Basis of presentation
The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
("U.S. GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance
with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the United States Securities and Exchange
Commission ("SEC"). The condensed consolidated balance sheet as of December 31, 2018 was derived from the audited consolidated
financial statements of China XD Plastics Company Limited ("China XD") and subsidiaries (collectively, the "Company").
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated balance
sheet of the Company as of December 31, 2018, and the related consolidated statements of comprehensive income, changes in equity
and cash flows for the year then ended, included in the Company's Annual Report on Form 10-K filed with the SEC on April 15, 2019.
In the opinion of the management, all adjustments
(which include normal recurring adjustments) necessary to present a fair statement of the financial position as of June 30, 2019,
the results of operations and cash flows for the six-month periods ended June 30, 2019 and 2018, have been made.
The preparation of condensed consolidated financial
statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates. Significant items subject to such estimates and assumptions include the recoverability of the carrying amounts of property,
plant and equipment, the realizability of inventories, the useful lives of property, plant and equipment, the collectability of
accounts receivable, the fair values of stock-based compensation awards, the accruals for tax uncertainties and other contingencies,
and the discount rate used to determine the present value of the lease payments. The current economic environment has increased
the degree of uncertainty inherent in those estimates and assumptions.
(b) Accounting pronouncement adopted in 2019
In February 2016, the Financial Accounting
Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) ("ASU
2016-02"). The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more
than 12 months, in addition to those currently recorded, on the Company’s consolidated balance sheets. Presentation of leases
within the consolidated statements of comprehensive income and consolidated statements of cash flows will be generally consistent
with the current lease accounting guidance. The Company has adopted this ASU on January 1, 2019 using a modified retrospective
approach by recognizing a cumulative-effect adjustment to the opening balance of retained earnings. This adoption approach resulted
in a balance sheet presentation that was not be comparable to the prior period in the first year of adoption. Additionally, the
Company used the package of practical expedients that allowed the Company to not reassess: (1) whether any expired or existing
contracts are or contain leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any
expired or existing leases. The Company also elected the hindsight practical expedient to determine the reasonably certain lease
term for existing leases. The adoption of the standard resulted in recognition of right-of-use (“ROU”) assets and lease
liabilities of approximately US$16.1 million and US$16.8 million, respectively, as of January 1, 2019. The difference between the
initial operating right-of-use asset and operating lease liability of US$0.8 million was accrued rent previously recognized under
ASC 840. There was no cumulative effect on retained earnings as of January 1, 2019 as a result of adoption.
In February 2018, the FASB issued ASU No. 2018-02,
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). The new guidance
allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from
the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. The Company has
adopted the standard on January 1, 2019, and there was no material impact on its consolidated financial statements as a result
of the adoption.
In June 2018, the FASB issued ASU No. 2018-07,
Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”).
The new guidance largely aligns the accounting for share-based awards issued to employees and nonemployees. Existing guidance for
employee awards will apply to non-employee share-based transactions with limited exceptions. The new guidance also clarifies that
any share based payment awards issued to customers should be evaluated under ASC 606, Revenue from Contracts with Customers. The
Company has adopted the standard on January 1, 2019, and there was no material impact on its consolidated financial statements
as a result of the adoption.
(c) Significant concentrations and risks
Sales concentration
The Company sells its products primarily through
approved distributors in the People's Republic of China (the "PRC"). The Company's sales are highly concentrated. Sales
to distributors individually exceeded 10% of the Company's revenues for the three-month and six-month periods ended June 30, 2019
and 2018, are as follows:
|
|
Three-Month Period Ended June 30,
|
|
|
2019
|
|
2018
|
|
|
US$
|
|
%
|
|
US$
|
|
%
|
Distributor A, located in PRC
|
|
|
58,501,659
|
|
|
|
12.6
|
%
|
|
|
44,765,278
|
|
|
|
14.1
|
%
|
Distributor B, located in PRC
|
|
|
36,906,778
|
|
|
|
8.0
|
%
|
|
|
41,215,145
|
|
|
|
13.0
|
%
|
Distributor C, located in PRC
|
|
|
33,077,889
|
|
|
|
7.1
|
%
|
|
|
38,366,592
|
|
|
|
12.1
|
%
|
Total
|
|
|
128,486,326
|
|
|
|
27.7
|
%
|
|
|
124,347,015
|
|
|
|
39.2
|
%
|
|
|
Six-Month Period Ended June 30,
|
|
|
2019
|
|
2018
|
|
|
US$
|
|
%
|
|
US$
|
|
%
|
Distributor A, located in PRC
|
|
|
115,001,391
|
|
|
|
15.0
|
%
|
|
|
92,497,187
|
|
|
|
14.7
|
%
|
Distributor B, located in PRC
|
|
|
74,605,665
|
|
|
|
9.8
|
%
|
|
|
76,782,431
|
|
|
|
12.2
|
%
|
Distributor C, located in PRC
|
|
|
55,046,388
|
|
|
|
7.2
|
%
|
|
|
70,719,605
|
|
|
|
11.3
|
%
|
Total
|
|
|
244,653,444
|
|
|
|
32.0
|
%
|
|
|
239,999,223
|
|
|
|
38.2
|
%
|
The Company expects revenues from these distributors
to continue to represent a substantial portion of its revenue in the future. Any factor adversely affecting the automobile industry
in the PRC or the business operations of these customers will have a material effect on the Company's business, financial position
and results of operations.
Purchase concentration of raw materials and equipment
The principal raw materials used for the Company's
production of modified plastics products are plastic resins, such as polypropylene, ABS and nylon. The Company purchases substantially
all of its raw materials through a limited number of distributors. Raw material purchases from these distributors, which
individually exceeded 10% of the Company's total raw material purchases, accounted for approximately 31.7% (three distributors)
and 20.5% (two distributors) for the three-month periods ended June 30, 2019 and 2018, respectively, and 33.2% (three distributor)
and 10.0% (one distributor) of the Company's total raw materials purchases for the six-month periods ended June 30, 2019 and 2018,
respectively Management believes that other suppliers could provide similar raw
materials on comparable terms. A change in suppliers, however, could cause a delay in manufacturing and a possible loss of sales,
which would adversely affect the Company's business, financial position and results of operations.
Cash concentration
Cash and cash equivalents and short-term restricted cash mentioned
below maintained at banks consist of the following:
|
|
June 30,
2019
|
|
December 31,
2018
|
|
|
|
US$
|
|
|
|
US$
|
|
Renminbi (“RMB”) denominated bank deposits with:
|
|
|
|
|
|
|
|
|
Financial Institutions in the PRC
|
|
|
505,195,427
|
|
|
|
366,773,172
|
|
Financial Institutions in Hong Kong Special Administrative Region ("Hong Kong SAR")
|
|
|
8,134
|
|
|
|
8,134
|
|
United States (“U.S.”) dollar denominated bank deposits with:
|
|
|
|
|
|
|
|
|
Financial Institution in the U.S.
|
|
|
80,869
|
|
|
|
40,390
|
|
Financial Institutions in the PRC
|
|
|
16,981
|
|
|
|
17,050
|
|
Financial Institution in Hong Kong SAR
|
|
|
1,417,991
|
|
|
|
131,892
|
|
Financial Institution in Macau Special Administrative Region ("Macau SAR")
|
|
|
910
|
|
|
|
6,144
|
|
Financial Institution in Dubai, UAE
|
|
|
3,518
|
|
|
|
14,464
|
|
Hong Kong dollar denominated bank deposits with:
|
|
|
|
|
|
|
|
|
Financial institution in Hong Kong SAR
|
|
|
156
|
|
|
|
156
|
|
Dirham denominated bank deposits with:
|
|
|
|
|
|
|
|
|
Financial institution in Dubai, UAE
|
|
|
148,896
|
|
|
|
438
|
|
The bank deposits
with financial institutions in the PRC are insured by the government authority for up to RMB500,000. The bank deposits with
financial institutions in the Hong Kong SAR are insured by the government authority for up to HK$500,000. The bank deposits
with financial institutions in the Macau SAR are insured by the government authority for up to MOP$500,000. The bank deposits with
financial institutions in the Dubai, UAE are not insured by the government authority. Total bank deposits amounting to $1,695,579
and $1,442,481 are insured as of June 30, 2019 and December 31, 2018, respectively. The Company has not experienced any losses
in uninsured bank deposits and does not believe that it is exposed to any significant risks on cash held in bank accounts. To limit
exposure to credit risk, the Company primarily places bank deposits with large financial institutions in the PRC, Hong Kong SAR,
Macau SAR and Dubai, UAE with acceptable credit rating.
Cash deposits in bank that are restricted as
to withdrawal or usage for up to 12 months are reported as restricted cash in the consolidated balance sheets.
Short-term bank deposits that are pledged as
collateral for bills payable relating to purchases of raw materials are reported as restricted cash and amounted to US$205,519,886
and US$202,568,664 as of June 30, 2019 and December 31, 2018, respectively. Upon maturity and repayment of the bills payable, which
is generally within 6 months, the cash becomes available for use by the Company.
Short-term bank deposits that are related to
government grant are reported as restricted cash and amounted to US$1,470,334 and US$1,469,935 as of June 30, 2019 and December
31, 2018, respectively.
Short-term bank deposits that are pledged as
collateral for issuance of letter of guarantee are reported as restricted cash amounted to US$52,894,002 and US$70,885,301 as of
June 30, 2019 and December 31, 2018, respectively.
Short-term bank deposits that are pledged as
repayment to settle US$45.0 million of syndicated loans obtained from Standard Chartered Bank are reported as restricted cash and
amounted to US$50,770,919 and US$50,766,123 as of June 30, 2019 and December 31, 2018, respectively.
Short-term bank deposits
that are pledged as collateral to settle US$14.9 million of short-term bank loans obtained from Postal Savings Bank of China are
reported as restricted cash and amounted to US$1,454,609 and nil as of June 30, 2019 and December 31, 2018, respectively.
Note 2 – Accounts receivable
Accounts receivable consists of the following:
|
|
June 30,
2019
|
|
December 31,
2018
|
|
|
|
US$
|
|
|
|
US$
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
113,315,947
|
|
|
|
294,726,804
|
|
Allowance for doubtful accounts
|
|
|
(38,452
|
)
|
|
|
(38,516
|
)
|
Accounts receivable, net
|
|
|
113,277,495
|
|
|
|
294,688,288
|
|
As of June 30, 2019 and December 31, 2018,
the accounts receivable balances also include notes receivable in the amount of US$377,566 and US$27,392, respectively. As
of June 30, 2019 and December 31, 2018, US$38,510,882 and US$94,581,170
,
respectively,
of accounts receivable are pledged for the short-term bank loans.
There was no accrual of additional provision or write-off of accounts
receivable for the three-month and six-month periods ended June 30, 2019 and 2018.
The following table provides an analysis of
the aging of accounts receivable as of June 30, 2019 and December 31, 2018:
|
|
June 30,
2019
|
|
December 31,
2018
|
|
|
|
US$
|
|
|
|
US$
|
|
Aging:
|
|
|
|
|
|
|
|
|
– current
|
|
|
91,154,357
|
|
|
|
218,458,862
|
|
– 1-3 months past due
|
|
|
6,190,511
|
|
|
|
31,386,341
|
|
– 4-6 months past due
|
|
|
15,229,655
|
|
|
|
109,412
|
|
– 7-12 months past due
|
|
|
659,678
|
|
|
|
42,532,170
|
|
– greater than one year past due
|
|
|
81,746
|
|
|
|
2,240,019
|
|
Total accounts receivable
|
|
|
113,315,947
|
|
|
|
294,726,804
|
|
Note 3 – Inventories
Inventories consist of the following:
|
|
June 30,
2019
|
|
|
December 31,
2018
|
|
|
US$
|
|
US$
|
|
|
|
|
|
|
Raw materials and work in progress
|
|
|
706,804,803
|
|
|
|
612,701,274
|
|
Finished goods
|
|
|
27,380,020
|
|
|
|
7,331,921
|
|
Total inventories
|
|
|
734,184,823
|
|
|
|
620,033,195
|
|
There were no write down of inventories for
the three-month and six-month periods ended June 30, 2019 and 2018.
Note 4 – Prepaid expenses and other current assets
Prepaid expenses and other current assets consist of the following:
|
|
June 30,
2019
|
|
|
December 31,
2018
|
|
|
|
US$
|
|
|
US$
|
|
|
|
|
|
|
|
|
Value added taxes receivables (i)
|
|
|
1,871,331
|
|
|
|
4,700,702
|
|
Advances to suppliers (ii)
|
|
|
80,565,747
|
|
|
|
104,469,023
|
|
Interest receivable (iii)
|
|
|
901,181
|
|
|
|
826,729
|
|
Consideration for sales of Shanghai Sales (iv)
|
|
|
-
|
|
|
|
7,285,231
|
|
Receivables from Shanghai Sales for the prepayment to a supplier (v)
|
|
|
15,751,663
|
|
|
|
-
|
|
Receivables from Hong Kong Grand Royal Trading Co., Ltd.(vi)
|
|
|
48,236,949
|
|
|
|
-
|
|
Others (vii)
|
|
|
10,991,460
|
|
|
|
14,936,843
|
|
Total prepaid expenses and other current assets
|
|
|
158,318,331
|
|
|
|
132,218,528
|
|
(i) Value added taxes receivables mainly represent
the input taxes on purchasing equipment by Heilongjiang Xinda Enterprise Group Company Limited (“HLJ Xinda Group”)
and Sichuan Xinda, which are to be net off with output taxes. Value added taxes receivables were recognized in operating activities
in consolidated statements of cash flows.
(ii) Advances to suppliers are the advances
to purchase raw materials.
(iii) Interest receivable mainly represents
interest income accrued from restricted cash.
(iv) On December 18, 2018, HLJ Xinda Group entered into an agreement with Mr. Xiaohui Gao, General Manager of Heilongjiang
Xinda Enterprise Group Shanghai New Materials Sales Company Limited (“Shanghai Sales”), to transfer Shanghai Sales
from HLJ Xinda Group to Mr. Gao for a total consideration of RMB50.0 million (equivalent to US$7.4 million). Pursuant to the contract,
the Company completed the legal transfer on December 19, 2018 and the full consideration of US$7.4 million was received on April
11, 2019. The cash received was included in the cash flows from investing activities for the six-month period ended June 30, 2019.
(v) In December 2017, HLJ Xinda Group entered
into a building purchase contract with Shanghai Caohejing Kangqiao Science & Green River Construction & Development Co.,
Ltd. ("Green River") for a total consideration of RMB216.6 million (equivalent to US$31.5 million), with a total area
of 13,972.64 square meters with a prepaid RMB108.3 million (equivalent to US$15.8 million).
During the six-month
period ended June 30, 2019, HLJ Xinda Group entered into an agreement with Green River and Shanghai Sales, to transfer the rights
and obligations of HLJ Xinda Group under the original purchase agreement to Shanghai Sales. Pursuant to the agreement, Shanghai
Sales will pay the RMB108.3 million (equivalent to US$15.8 million) to HLJ Xinda Group. As a result, the prepayment was reclassified
as prepaid expenses and other current assets. HLJ Xinda Group received the RMB108.3 million on August 6, 2019.
(vi) Hong Kong Grand Royal Trading Co., Ltd.
(“Hong Kong Grand Royal”) is a raw material supplier of Dubai Xinda. Dubai Xinda has prepaid USD48.2 million to Hong
Kong Grand Royal in 2017 for purchase of raw materials. Due to the price fluctuation of raw materials, Hong Kong Grand Royal could
not purchase and deliver the raw materials to Dubai Xinda. In July 2019, both parties entered into a supplemental agreement to
cancel the original purchase agreements and Hong Kong Grand Royal shall refund USD14.0 million by September 30, 2019 and USD34.2
million by October 30, 2019. In July 2019, Hong Kong Grand Royal has refunded USD4.6 million.
(vii) Others mainly include prepaid miscellaneous
service fee and staff advance.
Note 5 – Property, plant and equipment, net
Property, plant and equipment consist of the following:
|
|
June 30,
2019
|
|
|
December 31,
2018
|
|
|
|
US$
|
|
|
US$
|
|
|
|
|
|
|
|
|
Machinery, equipment and furniture
|
|
|
580,251,030
|
|
|
|
580,735,482
|
|
Motor vehicles
|
|
|
2,807,772
|
|
|
|
2,658,487
|
|
Workshops and buildings
|
|
|
157,993,038
|
|
|
|
157,976,839
|
|
Construction in progress
|
|
|
295,562,881
|
|
|
|
217,194,285
|
|
Total property, plant and equipment
|
|
|
1,036,614,721
|
|
|
|
958,565,093
|
|
Less accumulated depreciation
|
|
|
(212,254,346
|
)
|
|
|
(182,623,813
|
)
|
Property, plant and equipment, net
|
|
|
824,360,375
|
|
|
|
775,941,280
|
|
For the three-month and six-month periods ended
June 30, 2019 and 2018, the Company capitalized US$357,175 and US$617,156, and US$744,499 and US$1,260,944 of interest costs
as a component of the cost of construction in progress. Depreciation expense on property, plant and equipment was allocated to
the following expense items:
|
|
|
|
|
|
|
Three-Month Period Ended
June 30,
|
|
|
2019
|
|
2018
|
|
|
US$
|
|
US$
|
Cost of revenues
|
|
|
13,522,087
|
|
|
|
9,310,321
|
|
General and administrative expenses
|
|
|
519,248
|
|
|
|
806,745
|
|
Research and development expenses
|
|
|
946,164
|
|
|
|
1,064,688
|
|
Selling expenses
|
|
|
454
|
|
|
|
1,400
|
|
Total depreciation expense
|
|
|
14,987,953
|
|
|
|
11,183,154
|
|
|
|
Six-Month Period Ended
June 30,
|
|
|
2019
|
|
2018
|
|
|
US$
|
|
US$
|
Cost of revenues
|
|
|
26,981,070
|
|
|
|
18,878,939
|
|
General and administrative expenses
|
|
|
1,205,771
|
|
|
|
1,601,370
|
|
Research and development expenses
|
|
|
1,968,287
|
|
|
|
1,976,328
|
|
Selling expenses
|
|
|
2,277
|
|
|
|
2,830
|
|
Total depreciation expense
|
|
|
30,157,405
|
|
|
|
22,459,467
|
|
Note 6 - Prepayments to equipment and construction suppliers
|
|
June 30,
2019
|
|
|
December 31,
2018
|
|
|
|
US$
|
|
|
US$
|
|
|
|
|
|
|
|
|
Hailezi (i)
|
|
|
424,294,943
|
|
|
|
502,087,116
|
|
Green River (ii)
|
|
|
-
|
|
|
|
15,778,057
|
|
Beijin Construction (iii)
|
|
|
6,863,055
|
|
|
|
6,867,269
|
|
Peaceful Treasure Limited(iv)
|
|
|
16,998,714
|
|
|
|
4,936,983
|
|
Others
|
|
|
476,379
|
|
|
|
966,894
|
|
Total Prepayments to equipment and construction suppliers
|
|
|
448,633,091
|
|
|
|
530,636,319
|
|
(i) On September 26, 2016 and February 28,
2017, HLJ Xinda Group entered into equipment purchase contracts with Hailezi for a total consideration of RMB782.2 million (equivalent
to US$113.8 million) to purchase storage facility and other equipment, which will be used for upgrading the storage system of warehouse
located in Harbin, China. Pursuant to the contract with Hailezi, HLJ Xinda Group prepaid RMB621.6 million (equivalent to US$90.4
million) during the first quarter of 2017. Due to a redesign of outdoor storage facility in June 2017, HLJ Xinda Group entered
into a supplementary agreement with Hailezi, which decreased the original contract amount to RMB283.7 million (equivalent to US$41.3
million). Hailezi refunded RMB369.1 million (equivalent to US$53.6 million) to HLJ Xinda Group on June 22, 2017. In May 2019, HLJ
Xinda Group has prepaid another RMB1.0 million (equivalent to US$0.1 million). As of June 30, 2019, HLJ Xinda Group has prepaid
RMB253.5 million (equivalent to US$36.9 million).
On July 21, 2017, HLJ Xinda Group entered into
three investment agreements with the Management Committee of Harbin Economic- Technological Development Zone with respect to the
industrial project for 300,000 metric tons of biological composite materials, the industrial project for upgrading existing equipment
for 100,000 metric tons of engineering plastics and the industrial project for a 3D printing intelligent manufacture demonstration
factory and a 3D printing display and experience cloud factory (the "HLJ Project"). In order to fulfill the agreements,
HLJ Xinda Group entered into an equipment purchase contract with Hailezi to purchase production equipment in November 2017, which
will be used for 100,000 metric tons of engineering plastics located in Harbin, for a consideration of RMB939.7 million (equivalent
to US$136.7million). Pursuant to the contract with Hailezi, HLJ Xinda Group has prepaid RMB920.9 million (equivalent to US$134.0
million) in total as of June 30, 2019. RMB530.8 million (equivalent to US$77.2 million) of the equipment was delivered in June
2019 and the prepayment was transferred to construction in progress. As of June 30, 2019, the amount of the remaining prepayment
was RMB390.1 million (equivalent to US$56.8 million).
In connection with
the HLJ project, in June and July 2018, HLJ Xinda Group entered into two equipment purchase contracts with Hailezi to purchase
production equipment, which will be used for 300,000 metric tons of biological based composite material, located in Harbin, for
a consideration of RMB1906.8 million (equivalent to US$277.4 million). Pursuant to the contracts with Hailezi, HLJ Xinda Group
has prepaid RMB541.5 million (equivalent to US$78.8 million) as of June 30, 2019.
On March 17, 2017,
Sichuan Xinda entered into a definitive agreement with the People's Government of Shunqing District, Nanchong City of Sichuan Province
for the production of 300,000 metric tons of bio-composite materials and additive manufacturing and 20,000 metric tons of functional
masterbatch, a high-end color additive process in plastics manufacturing (the "Nanchong Project"). The Nanchong Project
will be located in a land area of 250 mu (equivalent to 41.2 acres), with 215 mu designated for bio-composite materials and additive
manufacturing production and 35 mu to be designated for functional masterbatch production. The projected total capital expenditures
for the project is approximately RMB2.5 billion (equivalent to US$363.7 million).
In connection with the Nanchong Project, Sichuan
Xinda entered into equipment purchase contracts with Hailezi to purchase production equipment and testing equipment. Pursuant to
the contracts with Hailezi, Sichuan Xinda prepaid RMB1,728.9 million (equivalent to US$251.5 million) in the first quarter
of year 2017. In 2017, in order to ensure the traceability of the product and management of supply chain, Sichuan Xinda expected
to launch an integrated ERP system, which resulted in the equipment to be purchased under the original contracts with Hailezi not
meeting the production requirements. Hailezi agreed to refund the prepayment in the amount of RMB1,704.9 million (equivalent to
US$248.0 million) by the end of March 2018, the remaining uncancelled amount is RMB24.0 (equivalent to US$3.5 million). As of December
31, 2017, Sichuan Xinda signed a supplementary agreement with Hailezi, pursuant to the agreement, Sichuan Xinda agreed to pay RMB12.4
million (equivalent to US$1.8 million) to Hailezi for the compensation of Hailezi due to the termination of the purchase contracts.
In January, 2018, Hailezi refunded the above-mentioned prepayment. The Company received the testing equipment in the amount
of RMB3.2 million (equivalent to US$0.5 million) in November 2018, the remaining balance of the uncancelled prepayment as of June
30, 2019 was RMB20.8 million (equivalent to US$3.0 million).
In connection with the Nanchong Project,
on June 21, 2018, Sichuan Xinda entered into another equipment purchase contract with Hailezi to purchase production equipment
and testing equipment for a consideration of RMB1,900 million (equivalent to US$276.4 million). Pursuant to the contracts with
Hailezi, Sichuan Xinda has prepaid RMB1,710 million (equivalent to US$248.8 million) as of June 30, 2019.
The table below summarized the balance of prepayments
to Hailezi for each of the projects as of June 30, 2019 and December 31, 2018, and the movements of the prepayments:
(in millions US$)
|
Year
|
|
Projects
|
|
Balance as of
December 31, 2018
|
|
Prepaid in 2019
|
|
Transfer to CIP in 2019
|
|
Effect of foreign currency exchange rate changes
|
|
Balance as of
June 30, 2019
|
|
2017
|
|
|
Storage system
|
|
|
36.8
|
|
|
|
0.1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
36.9
|
|
|
2017
|
|
|
HLJ project
|
|
|
134.2
|
|
|
|
—
|
|
|
|
(77.2
|
)
|
|
|
(0.2
|
)
|
|
|
56.8
|
|
|
2018
|
|
|
HLJ project
|
|
|
78.9
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.1
|
)
|
|
|
78.8
|
|
|
2017
|
|
|
Nanchong project
|
|
|
3.0
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3.0
|
|
|
2018
|
|
|
Nanchong project
|
|
|
249.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.4
|
)
|
|
|
248.8
|
|
|
Total
|
|
|
|
|
|
502.1
|
|
|
|
0.1
|
|
|
|
(77.2
|
)
|
|
|
(0.7
|
)
|
|
|
424.3
|
|
(ii) In December 2017, HLJ Xinda Group entered
into a building purchase contract with Shanghai Caohejing Kangqiao Science & Green River Construction & Development Co.,
Ltd. for a total consideration of RMB216.6 million (equivalent to US$31.5 million), with a total area of 13,972.64 square meters
with a prepaid RMB108.3 million (equivalent to US$15.8 million).
During the six-month
period ended June 30, 2019, HLJ Xinda Group entered into an agreement with Green River and Shanghai Sales, to transfer the rights
and obligations of HLJ Xinda Group under the original purchase agreement to Shanghai Sales. Pursuant to the agreement, Shanghai
Sales will pay the RMB108.3 million (equivalent to US$15.8 million) to HLJ Xinda Group. As a result, the prepayment was reclassified
as prepaid expenses and other current assets. HLJ Xinda Group received the RMB108.3 million on August 6, 2019.
(iii) Since November 15, 2016, Sichuan Xinda
entered into decoration contracts with Sichuan Beijin Construction Engineering Company Limited ("Beijin Construction")
to perform indoor and outdoor decoration work for a consideration of RMB264.3 million (equivalent to US$38.5 million). Pursuant
to the contracts with Beijin Construction, Sichuan Xinda has prepaid RMB120.9 million (equivalent to US$17.6 million) as of June
30, 2019, of which RMB74.0 million (equivalent to US$10.8 million) was transferred to construction in progress.
(iv) On October 20, 2016, Sichuan Xinda entered
into an equipment purchase contract with Peaceful Treasure Limited ("Peaceful") for a total consideration of RMB89.8
million (equivalent to US$13.1 million) to purchase certain production and testing equipment. The Company prepaid RMB33.9 million
(equivalent to US$4.9 million) as of June 30, 2019.
On May 31, 2019, Dubai Xinda entered into an
equipment purchase contract with Peaceful for a total consideration of US$18.8 million to purchase storage and testing equipment.
The Company prepaid US$12.1 million as of June 30, 2019.
Note 7 – Losses on foreign currency
option contracts
On February 24, 2017, the Company entered into
two foreign currency option contracts with Bank of China ("BOC"), Harbin Branch, pursuant to which the Company and BOC
both have options to excise the foreign currency contracts depending on the future currency fluctuation, and the nominal values
are US$5.0 million and US$10.0 million, respectively, with the defined exchange rates for settlement on March 15, 2018. The Company
recognized losses on the above foreign currency option contracts amounting to US$0.5 million in the six-month period ended June
30, 2018.
Note 8 – Borrowings
The Company has credit facilities with several
banks under which they draw short-term and long-term bank loans as described below.
(a) Current
|
|
June 30,
|
|
December 31,
|
|
|
2019
|
|
2018
|
|
|
|
US$
|
|
|
|
US$
|
|
Unsecured loans
|
|
|
364,234,076
|
|
|
|
418,198,508
|
|
Loans secured by accounts receivable
|
|
|
65,457,402
|
|
|
|
65,567,082
|
|
Loans secured by restricted cash
|
|
|
59,546,089
|
|
|
|
69,500,000
|
|
Current portion of long-term bank loans (note b)
|
|
|
189,349,006
|
|
|
|
176,401,330
|
|
Total short-term loans, including current portion of long-term bank loans
|
|
|
678,586,573
|
|
|
|
729,666,920
|
|
As of June 30, 2019 and December 31, 2018,
the Company's short-term bank loans (including the current portion of long-term bank loans) bear a weighted average interest rate
of 4.9% and 4.7% per annum, respectively. All short-term bank loans mature at various times within one year and contain no renewal
terms.
During the six-month period ended June 30,
2019, the Company repaid thirteen loans in a total amount of RMB450.0 million (equivalent to US$65.5 million), and obtained thirteen
loans in a total amount of RMB450.0 million (equivalent to US$65.5 million) at an annual interest rate of 4.350% secured by accounts
receivables of RMB264.8 million (equivalent to US$38.5 million).
In July 2017, the Company obtained a one-year
secured loan of US$14.0 million from Bank of China (Paris Branch) at an annual interest rate of 2.5%. The loan was secured by restricted
cash of RMB107.0 million (equivalent to US$15.6 million) in Bank of China in Harbin, China. In accordance with the renewal agreement
on July 19, 2018, the repayment term of the loan was extended and the loan was repaid in April 2019.
In October 2017, the Company obtained a one-year
secured loan of US$5.0 million from Bank of China (Paris Branch) at an annual interest rate of 2.5%. The loan was secured by restricted
cash of RMB37.5 million (equivalent to US$5.5 million) in Bank of China in Harbin, China. In accordance with the renewal agreement
on July 19, 2018, the repayment term of the loan was extended and the loan was repaid in April 2019.
In October 2017, the Company obtained a one-year
secured loan of US$5.5 million from Bank of China (Paris Branch) at an annual interest rate of 2.5%. The loan was secured by restricted
cash of RMB42.0 million (equivalent to US$6.1 million) in Bank of China in Harbin, China. In accordance with the renewal agreement
on July 19, 2018, the repayment term of the loan was extended and the loan was repaid in April 2019.
In May 2018, the Company obtained a three-month
secured short-term loan of US$45.0 million from Standard Chartered Bank with the interest rate at 1.5% per annum over LIBOR payable
on the last day of its interest period. The loan was secured by restricted cash of RMB300.0 million (equivalent to US$43.6 million)
in Standard Chartered Bank in Harbin, China. The Company did not repay the loan on time which is due on August 17, 2018
due to the stricter foreign exchange control in the PRC. Management is in the discussion with the Standard Chartered Bank
to resolve this matter.
In January 2019, the
Company obtained a nine-month secured short-term loan of RMB100.0 million (equivalent to US$14.5 million) from Postal Savings Bank
of China at an annual interest rate of 4.35%. The loan was secured by restricted cash of RMB10.0 million (equivalent to US$1.5
million) in Postal Savings Bank of China.
(b) Non-current
|
|
June 30,
2019
|
|
|
December 31,
2018
|
|
|
|
US$
|
|
|
US$
|
|
Secured loans
|
|
|
74,690,642
|
|
|
|
2,177,985
|
|
Unsecured loans
|
|
|
277,161,767
|
|
|
|
196,031,589
|
|
Syndicate loan facility
|
|
|
90,000,000
|
|
|
|
90,000,000
|
|
Less: current portion
|
|
|
(189,349,006
|
)
|
|
|
(176,401,330
|
)
|
Total long-term bank loans, excluding current portion
|
|
|
252,503,403
|
|
|
|
111,808,244
|
|
In October and November
2015, the Company obtained three long term unsecured loans of RMB260.0 million (equivalent to US$37.8 million) from Bank of China
at an annual interest rate of 4.75%. In January 2016, the Company obtained a long term unsecured loan of RMB80.0 million (equivalent
to US$11.6 million) from Bank of China at an annual interest rate of 4.75%. On December 9, 2016, the Company obtained a long term
unsecured loan of RMB30.0 million (equivalent to US$4.4 million) from Bank of China at an annual interest rate of 4.75%. On March
23, 2017, the Company obtained a long term unsecured loan of RMB25.0 million (equivalent to US$3.6 million) from Bank of China
at an annual interest rate of 4.75%. The Company repaid RMB10.0 million (equivalent to US$1.5 million) on April 28, 2017, RMB40.0
million (equivalent to US$5.8 million) on October 28, 2017, RMB25.0 million (equivalent to US$3.6 million) on April 28, 2018, RMB100.0
million (equivalent to US$14.5 million) on October 28, 2018 and RMB25.0 million (equivalent to US$3.6 million) on April 28, 2019,
RMB100.0 million (equivalent to US$14.5 million), RMB20.0 million (equivalent to US$2.9 million), and RMB75.0 million (equivalent
to US$10.9 million) will be repaid on October 28, 2019, April 28, 2020 and October 28, 2020, respectively. As of June 30, 2019,
the Company was providing external guarantees without the bank’s consent, which was in violation of a provision of the loan
contract. According to the loan contract, Bank of China has the right to declare the above loans be immediately due and payable.
As a result, the loan amounting to RMB75.0 million (equivalent to US$10.9 million) due on October 28, 2020 was callable and classified
as short-term loans. For details of the guarantee, please refer to note 17.
On August 22, 2016,
Xinda Holding (HK) Company Limited ("Xinda Holding (HK)") a wholly owned subsidiary of the Company, entered into a facility
agreement for a loan facility in an aggregate amount of US$180.0 million with a consortium of banks and financial institutions
led by Standard Chartered Bank (Hong Kong) Limited. The Company paid arrangement fees and legal fees in the amount of US$6.77 million
for the related loan, which were all amortized as of June 30, 2019. Debt issuance costs are presented on the consolidated balance
sheets as a direct deduction from the carrying amount of the loan and amortized to interest expense using the effective interest
rate of 6.205% as of June 30, 2019. The Company repaid US$22.5 million, US$22.5 million and US$45.0 million on November 22, 2017,
February 22, 2018 and May 22, 2018, respectively. US$90.0 million of the principal amount should be repaid on August 22, 2018.
The loans were not repaid on time due to the stricter foreign exchange control in the PRC. As of June 30, 2019, the balance
of the loan was US$90.0 million, and the Company totally pledged RMB349.0 million (equivalent to US$50.8 million) restricted cash
to secure the repayment of the above loan. In accordance with the renewal agreement in July 2019, the repayment term of the
above loan was extended to August 30, 2019.
During 2017, the Company
obtained four long-term unsecured loans of RMB430.0 million (equivalent to US$62.5 million) from Nanchong Shuntou Development Group
Co., Ltd. at an annual interest rate of 4.35%. In accordance with the renewal agreements on April 2, 2019, the repayment terms
of the four loans were extended and the loans will be due on September 30, 2019.
On December 1, 2017,
the Company obtained a seven-year unsecured loan of RMB526.3 million (equivalent to US$76.6 million) from Longjiang Bank, Harbin
Branch at an annual interest rate of 4.9%. The Company borrowed another long-term loan in amount of RMB169.1 million (equivalent
to US$24.6 million) in January 2018 at an annual interest rate of 4.9%. The Company repaid RMB15.0 million (equivalent to US$2.2 million) on June 30
,
2019,
RMB20.0 million (equivalent to US$2.9 million), RMB35.0
million (equivalent to US$5.1 million), RMB35.0 million (equivalent to US$5.1 million), RMB70.0 million (equivalent to US$10.2
million), RMB70.0 million (equivalent to US$10.2 million) and RMB450.4 million (equivalent to US$65.5 million) will be repaid on
December 30, 2019, June 30, 2020, December 30, 2020, June 30, 2021, December 30, 2021, and after 2021, respectively.
On December 26, 2018,
the Company obtained a five-year secured loan of AED8.0 million (equivalent to US$2.2 million) from National Bank of Umm Al Qaiwain
at an interest rate of three-month EBOR (2.58% as of June 30, 2019) plus 3.75%. The long-term loan was secured by an undated cheque
of AED8.8 million (US$2.4 million) favouring the bank provided by Dubai Xinda. The cheque would not be cashed by the bank unless
Dubai Xinda defaults. Principal will be repaid in ten half-yearly installments of AED0.8 million (equivalent to US$0.2 million)
each. The Company repaid AED0.8 million (equivalent to US$0.2 million) on June 30
,
2019
.
In January 2019, the
Company obtained a two-year secured loan of RMB500.0 million (equivalent to US$72.7 million) from China Construction Bank. The
long-term loan was secured by the right of equity income of Sichuan Xinda, which was previously held by HLJ Xinda Group. The registration
of pledge was completed in January 2019.
On June 17, 2019,
the Company obtained a long-term loan of RMB600.0 million (equivalent to US$87.3 million) from Longjiang Bank, Harbin Branch at
an annual interest rate of 5.635%. RMB50 million (equivalent to US$7.3 million), RMB50 million (equivalent to US$7.3 million),
RMB50 million (equivalent to US$7.3 million), RMB50 million (equivalent to US$7.3 million), RMB100 million (equivalent to US$14.5
million), RMB100 million (equivalent to US$14.5 million), RMB100 million (equivalent to US$14.5 million) and RMB100 million (equivalent
to US$14.5 million) will be repaid on June 20, 2021, December 20, 2021, June 20, 2022, December 20, 2022, June 20, 2023, December
20, 2023, June 20, 2024, December 20, 2024, respectively.
Maturities on long-term
bank loans (including current portion) are as follows:
|
|
June 30, 2019
|
|
|
|
|
|
US$
|
|
|
2019
|
|
|
|
170,221,299
|
|
|
2020
|
|
|
|
24,436,644
|
|
|
2021
|
|
|
|
108,076,658
|
|
|
2022
|
|
|
|
41,164,647
|
|
|
After 2022
|
|
|
|
97,953,161
|
|
|
Total
|
|
|
|
441,852,409
|
|
Note 9 – Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consist of the following:
|
|
June 30,
2019
|
|
December 31,
2018
|
|
|
|
US$
|
|
|
|
US$
|
|
Payables for purchase of property, plant and equipment
|
|
|
14,453,599
|
|
|
|
53,059,897
|
|
Accrued freight expenses
|
|
|
9,900,646
|
|
|
|
25,908,990
|
|
Accrued interest expenses
|
|
|
11,295,515
|
|
|
|
8,873,532
|
|
Contract liabilities (i)
|
|
|
1,425,590
|
|
|
|
16,105,245
|
|
Non income tax payables
|
|
|
7,934,608
|
|
|
|
6,425,236
|
|
Others (ii)
|
|
|
22,293,399
|
|
|
|
16,553,998
|
|
Total accrued expenses and other current liabilities
|
|
|
67,303,357
|
|
|
|
126,926,898
|
|
(i) Contract liabilities mainly represent the
advance received from customers in the PRC for the finished goods and raw materials purchases as of June 30, 2019. The change in
contract liabilities primarily represents the cash received, less amounts recognized as revenues during the period.
(ii) Others mainly
represent accrued payroll and employee benefits, accrued audit and consulting fees, electricity fee and other accrued miscellaneous
operating expenses.
Note 10 – Related Party Transactions
The related party transactions are summarized
as follows:
|
|
Three-Month Period Ended June 30,
|
|
Six-Month Period Ended June 30,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|
US$
|
|
US$
|
|
US$
|
|
US$
|
Transactions with related parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues resulting from transactions with a related party:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales to Macromolecule Composite Materials (iv)
|
|
|
308,800
|
|
|
|
—
|
|
|
|
308,800
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing transactions with related parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment received in advance from Changmu (i)
|
|
|
—
|
|
|
|
75,567,512
|
|
|
|
—
|
|
|
|
75,567,512
|
|
Interest-free advances from Mr. Jie Han (ii)
|
|
|
2,950,723
|
|
|
|
—
|
|
|
|
2,950,723
|
|
|
|
—
|
|
Interest-free advances from a senior management employee in HLJ Xinda Group (iii)
|
|
|
—
|
|
|
|
—
|
|
|
|
284,008
|
|
|
|
—
|
|
Repayment of interest-free advances from management employees in HLJ Xinda Group and Sichuan Xinda (iii)
|
|
|
(4,439,451
|
)
|
|
|
—
|
|
|
|
(4,439,451
|
)
|
|
|
—
|
|
Interest-free advances from Macromolecule Composite Materials (iv)
|
|
|
64,155,128
|
|
|
|
—
|
|
|
|
64,155,128
|
|
|
|
—
|
|
Repayment of interest-free advances from Macromolecule Composite Materials (iv)
|
|
|
(60,713,009
|
)
|
|
|
—
|
|
|
|
(60,713,009
|
)
|
|
|
—
|
|
Total financing transactions with related parties
|
|
|
1,953,391
|
|
|
|
75,567,512
|
|
|
|
2,237,399
|
|
|
|
75,567,512
|
|
The related party balances are summarized
as follows:
|
|
June 30,
2019
|
|
December 31,
2018
|
|
|
US$
|
|
US$
|
Amounts due from a related party:
|
|
|
|
|
|
|
|
|
Macromolecule Composite Materials (iv)
|
|
|
278,370
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Amounts due to related parties:
|
|
|
|
|
|
|
|
|
Mr. Jie Han (ii)
|
|
|
12,800,559
|
|
|
|
9,907,915
|
|
Mr. Jie Han’s wife (ii)
|
|
|
3,176,480
|
|
|
|
3,180,965
|
|
Mr. Jie Han’s son (ii)
|
|
|
727,304
|
|
|
|
728,523
|
|
Senior management employees in HLJ Xinda Group and Sichuan Xinda (iii)
|
|
|
443,734
|
|
|
|
4,548,335
|
|
Macromolecule Composite Materials (iv)
|
|
|
2,924,682
|
|
|
|
—
|
|
Total amounts due to related parties
|
|
|
20,072,759
|
|
|
|
18,365,738
|
|
|
|
|
|
|
|
|
|
|
(i) On July 14, 2018,
Xinda Holding (HK) entered into a subscription intent agreement with Changmu Investment (Beijing) Company Limited (“Changmu”),
a company wholly controlled by Mr. Tiexin Han, the son of Mr. Jie Han, the Chief Executive Officer and Chairman of the Company.
Pursuant to the terms of the agreement, HLJ Xinda Group received RMB500.0 million (equivalent to US$75.6 million) from Changmu
on June 29, 2018 as deposits in order to subscribe newly authorized registered capital of HLJ Xinda Group subject to further negotiations.
Due to the inability to reach agreement on the terms, both parties agreed not to proceed with any definitive agreement. Therefore,
HLJ Xinda Group refunded the investment received in advance from Changmu in September 2018.
(ii) During the year
ended December 31, 2018, the Company received RMB68.0 million (equivalent to US$9.9 million) from Mr. Jie Han, the Chairman of
the Company, RMB21.8 million (equivalent to US$3.2 million) from Ms. Limei Sun, the wife of Mr. Jie Han, RMB5.0 million (equivalent
to US$0.7 million) from Mr. Tiexin Han, the son of Mr. Jie Han.
During the six-month
period ended June 30, 2019, the Company received another RMB20.0 million (equivalent to US$2.9 million) from Mr. Jie Han as interest-free
advances.
(iii) In August 2018,
the Company received RMB10.0 million (equivalent to US$1.5 million) each from three senior management employees (Messers Junjie
Ma, Yuchong Jia, Guangjun Jiao) of Sichuan Xinda as interest-free advances to Sichuan Xinda. During the year ended December 31,
2018, the Company also received RMB1.2 million (equivalent to US$0.2 million) from a senior management employee (Mr. Rujun
Dai) of HLJ Xinda Group as interest-free advances to HLJ Xinda Group.
In
April 2019, the Company repaid the RMB30.0 million (equivalent to US$4.4 million) to
the
senior
management employees in Sichuan Xinda. During the six-month period ended June 30, 2019, the Company received another RMB1.9 million
(equivalent to US$0.3 million) from Mr. Rujun Dai and repaid RMB0.09 million (equivalent to US$0.01 million) to Mr. Rujun Dai.
As of June 30, 2019, the amounts due to Mr. Rujun Dai was RMB3.1 million (equivalent to US$0.4 million).
(iv)
On December 26, 2018, Shanghai Sales set up Heilongjiang Xinda Macromolecule Composite Materials Company Limited (“Macromolecule
Composite Materials”). On April 22, 2019, Shanghai Sales transferred 97.5% equity interest in Macromolecule Composite Materials
to Harbin Shengtong Engineering Plastics Co. Ltd. ("Harbin Shengtong"). Mr. Xigang Chen, the general manager of Sichuan
Xinda, is the general manager and also the principal shareholder of Harbin Shengtong.
During
the period from April 22, 2019 through June 30, 2019, the Company sold products to Macromolecule Composite Materials in US$0.3
million. As of June 30, 2019, the accounts receivable due from Macromolecule Composite Materials amounted to US$0.3 million.
During
the period from April 22, 2019 through June 30, 2019, the Company received RMB434.4 million (equivalent to US$64.2 million) of
interest-free advances from Macromolecule Composite Materials and repaid RMB411.5 million (equivalent to US$60.7 million). As
of June 30, 2019, the amounts due to Macromolecule Composite Materials was RMB20.1 million (equivalent to US$2.9 million), which
was subsequently settled in August 2019.
Note 11– Income tax
Pursuant to an approval
from the local tax authority in July 2013, Sichuan Xinda, a subsidiary of China XD, became a qualified enterprise located in the
western region of the PRC, which entitled it to a preferential income tax rate of 15% from January 1, 2013 to December 31, 2020.
Under the current laws of Dubai, Dubai Xinda, a subsidiary of China XD, is exempted from income taxes.
The effective income tax rates for the six-month
periods ended June 30, 2019 and 2018 were 11.0% and 20.2%, respectively. The effective income tax rate decreased from 20.2%
for the six-month period ended June 30, 2018 to 11.0% for the six-month period ended June 30, 2019, primarily due to (i) the increase
of additional deduction of R&D expenses resulted from the increase of R&D expenses incurred and the new policy issued by
China’s tax authority in September 2018 to increase the R&D expenses additional deduction rate from 50% to 75% for PRC
entities, effective from January 1, 2018 to December 31, 2020, (ii) the decrease of continuous operating losses occurred in overseas
subsidiaries such as Dubai Xinda and Xinda Holding (HK). The effective income tax rate for the six-month period ended June 30,
2019 differs from the PRC statutory income tax rate of 25% primarily due to Sichuan Xinda's preferential income tax rate, the reversal
of the unrecognized tax benefits accrued in year 2013 and 75% additional deduction of R&D expenses of the major PRC
operating entities.
US$3,675,637 previously unrecognized tax benefits
accrued in year 2013 and the related accrued interest amounting to US$3,206,058 were reversed due to the expiration of five-year
tax assessment period on May 31, 2019. As of June 30, 2019, the unrecognized tax benefits were US$33,325,830 and the interest relating
to unrecognized tax benefits was US$11,488,342, of which t
he unrecognized tax benefits in
year 2014 amounting to US$5,739,217 and related accrued interest amounting to US$4,218,325 were classified as current liabilities
as the five-year tax assessment period will expire on May 31, 2020.
No penalties expense related to unrecognized tax
benefits were recorded. The Company is currently unable to provide an estimate of a range of the total amount of unrecognized tax
benefits that is reasonably possible to change significantly within the next twelve months.
Note 12 – Deferred Income
On January 26, 2015, the Company entered into
a memorandum and a fund support agreement (the "Agreement") with the People's Government of Shunqing District, Nanchong
City, Sichuan Province ("Shunqing Government") pursuant to which Shunqing Government, through its investment vehicle,
extended to the Company RMB350 million (equivalent to US$50.9 million) to support the construction of the Sichuan plant, which
has been received in full in the form of government repayment of bank loans on behalf of the Company.
In addition, the Company has received RMB333.2
million (equivalent to US$48.5 million) from Shunqing Government and RMB6.4 million (equivalent to US$1.0 million) from Ministry
of Finance of the People's Republic of China to support the construction and RMB2.2 million (equivalent to US$0.3 million) special
funds of ministerial key research projects from Ministry of Science and Technology of PRC as of June 30, 2019.
The Company has also received RMB45.0 million
(equivalent to US$6.5 million) from Harbin Bureau of Finance for Biomedical composites project as of June 30, 2019.
Since the funding is related to the construction
of long-term assets, the amounts were recognized as government grant, which is included in deferred income on the consolidated
balance sheets, and to be recognized as other income in the consolidated statements of comprehensive income over the periods and
in the proportions in which depreciation expense on the long-term assets is recognized.
The Sichuan factory has been operational since
July 2016. A cumulative RMB88.7 million (equivalent to US$13.0 million) government grants have been amortized as other income proportionate
to the depreciation of the related assets, of which RMB17.2 million (equivalent to US$2.5 million) was amortized in the three-month
period ended June 30, 2019.
The Company also received RMB36.0 million (equivalent
to US$5.2 million) from Shunqing Government with respect to interest subsidy for bank loans. A cumulative RMB16.4 million (equivalent
to US$2.3 million) government grants have been amortized as other income in line with the amount of related loan interest accrued.
Note 13 – Other non-current liabilities
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31
,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
US$
|
|
|
US$
|
|
Income tax payable-noncurrent (i)
|
|
|
88,722,693
|
|
|
|
92,461,068
|
|
Deferred income tax liabilities
|
|
|
5,706,294
|
|
|
|
6,716,921
|
|
Others
|
|
|
2,395,783
|
|
|
|
2,395,783
|
|
Total other non-current liabilities
|
|
|
96,824,770
|
|
|
|
101,573,772
|
|
(i) Income tax payable-noncurrent represents
the repatriation tax, the accumulative balance of unrecognized tax benefits since 2015 and related accrued interest. According
to the Tax Cuts and Jobs Act enacted on December 22, 2017, the management recognized the amount of U.S. tax corporate income
tax is US$70,965,148 based on the deemed repatriation to the United States of accumulated earnings mandated by the U.S. tax reform,
US$17,031,636 of which due payable in 2018 and 2019 was classified as current liabilities.
Note 14 – Stockholders' equity
The changes of each caption of stockholders' equity for the six-month
period ended June 30, 2019 are as follows:
|
|
Series B Preferred Stock
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Number of
Shares
|
|
|
Amount
|
|
|
Number of
Shares
|
|
|
Amount
|
|
|
Treasury
Stock
|
|
|
Additional
Paid-in
Capital
|
|
|
Retained
Earnings
|
|
|
Other
Comprehensive
Income (Loss)
|
|
|
Total
Stockholders'
Equity
|
|
|
|
|
|
|
US$
|
|
|
|
|
|
US$
|
|
|
US$
|
|
|
US$
|
|
|
US$
|
|
|
US$
|
|
|
US$
|
|
Balance at January 1, 2019
|
|
|
1,000,000
|
|
|
|
100
|
|
|
|
50,948,841
|
|
|
|
5,097
|
|
|
|
(92,694
|
)
|
|
|
86,633,582
|
|
|
|
717,103,890
|
|
|
|
(54,732,547
|
)
|
|
|
748,917,428
|
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
51,092,032
|
|
|
|
-
|
|
|
|
51,092,032
|
|
Other comprehensive income - Foreign currency translation adjustment, net of nil income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,042,284
|
)
|
|
|
(2,042,284
|
)
|
Balance as of June 30, 2019
|
|
|
1,000,000
|
|
|
|
100
|
|
|
|
50,948,841
|
|
|
|
5,097
|
|
|
|
(92,694
|
)
|
|
|
86,633,582
|
|
|
|
768,195,922
|
|
|
|
(56,774,831
|
)
|
|
|
797,967,176
|
|
Note 15– Stock based compensation
Non-vested shares
The Company recognized nil and US$2,547,273
of compensation expense in general and administrative expenses relating to non-vested shares for the three-month periods ended
June 30, 2019 and 2018, respectively, and nil and US$2,630,065 for the six-month periods ended June 30, 2019 and 2018, respectively.
As of June 30, 2019, there was no unrecognized compensation cost relating to non-vested shares.
Note 16 - Earnings per share
Basic and diluted earnings per share are calculated
as follows:
|
|
Three-Month Period Ended June 30,
|
|
|
Six-Month
Period Ended June 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
|
US$
|
|
|
US$
|
|
|
US$
|
|
|
US$
|
|
Net income
|
|
|
40,111,317
|
|
|
|
27,224,078
|
|
|
|
51,092,032
|
|
|
|
46,323,979
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings allocated to participating Series D convertible preferred stocks
|
|
|
(9,586,142
|
)
|
|
|
(6,555,197
|
)
|
|
|
(12,210,406
|
)
|
|
|
(11,177,620
|
)
|
Earnings allocated to participating nonvested shares
|
|
|
-
|
|
|
|
(66,007
|
)
|
|
|
-
|
|
|
|
(112,552
|
)
|
Net income for basic and diluted earnings per share
|
|
|
30,525,175
|
|
|
|
20,602,874
|
|
|
|
38,881,626
|
|
|
|
35,033,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic and diluted earnings per share
|
|
|
50,948,841
|
|
|
|
50,287,731
|
|
|
|
50,948,841
|
|
|
|
50,148,504
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
0.60
|
|
|
|
0.41
|
|
|
|
0.76
|
|
|
|
0.70
|
|
The following table summarizes potentially
dilutive securities excluded from the calculation of diluted earnings per share for the three-month periods and six-month periods
ended June 30, 2019 and 2018 because their effects are anti-dilutive:
|
Three-Month Period Ended June 30,
|
|
Six-Month Period Ended June 30,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
Shares issuable upon conversion of Series D convertible preferred stocks
|
|
|
16,000,000
|
|
|
|
16,000,000
|
|
|
|
16,000,000
|
|
|
|
16,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 17 - Commitments and contingencies
(1) Sichuan plant construction and equipment
purchase.
On March 8, 2013,
Xinda Holding (HK) entered into an investment agreement with Shunqing Government, pursuant to which Xinda Holding (HK) will invest
RMB1,800 million (equivalent to US$261.8 million) in property, plant and equipment and approximately RMB600 million (equivalent
to US$87.3 million) in working capital, for the construction of Sichuan plant. As of June 30, 2019, the Company has a remaining
commitment of RMB54.8 million (equivalent to US$8.0 million) mainly for facility construction.
In September 2016,
Sichuan Xinda entered into equipment purchase contracts with Hailezi for a consideration of RMB17.0 million (equivalent to US$2.5
million) to purchase storage facility and testing equipment. Afterward, Sichuan Xinda cancelled two contracts with Hailezi for
a consideration of RMB1.6 million (equivalent to US$0.2 million). As of June 30, 2019, Sichuan Xinda prepaid RMB6.0 million (equivalent
to US$0.9 million) and has a remaining commitment of RMB9.4 million (equivalent to US$1.4 million).
On October 20, 2016,
Sichuan Xinda entered into an equipment purchase contract with
Peaceful Treasure Limited
("Peaceful")
for a total consideration of RMB89.8 million (equivalent to US$13.1 million) to purchase certain
production and testing equipment. As of June 30, 2019, the Company has a commitment of RMB55.9 million (equivalent to US$8.1 million).
On November 15, 2016,
Sichuan Xinda entered into decoration contract with Beijin Construction to perform indoor and outdoor decoration work for
a consideration of RMB237.6 million (equivalent to US$34.6 million). On February 20, 2017, Sichuan Xinda entered into another
decoration contract with Beijin Construction to perform outdoor decoration work for a consideration of RMB2.9 million (equivalent
to US$0.4 million). On June 10, 2017, Sichuan Xinda entered into another decoration contract with Beijin Construction to perform
ground decoration work for a consideration of RMB23.8 million (equivalent to US$3.5 million). As of June 30, 2019, Sichuan Xinda
prepaid RMB120.9 million (equivalent to US$17.6 million) of which RMB74.0 million (equivalent to US$10.8 million) was transferred
to construction in progress and has a remaining commitment of RMB143.4 million (equivalent to US$21.1 million).
In connection with the Nanchong Project mentioned
in Note 6 (i), Sichuan Xinda entered into equipment purchase contracts with Hailezi for a consideration of RMB2,242.8 million
(equivalent to US$326.2 million) to purchase production equipment and testing equipment in March 2017. By the end of June
2017, Sichuan Xinda expected to launch an integrated ERP system, which resulted in the equipment to be purchased under the original
contracts with Hailezi not meeting the production requirements. Thus the original contracts have been terminated with the amount
of RMB2,222.9 million (equivalent to US$323.3 million), and Hailezi agreed to refund the prepayment in the amount of RMB1,704.9
million (equivalent to US$248.0 million) by the end of March 2018, out of the total prepayment made by Sichuan Xinda of RMB1,722.9
million (equivalent to US$250.6 million). As of June 30, 2018, Hailezi has refunded the prepayment in the amount of RMB1,704.9
million (equivalent to US$248.0 million). As of June 30, 2019, Sichuan Xinda prepaid RMB18.0 million (equivalent to US$2.6 million)
and has a remaining commitment of RMB1.9 million (equivalent to US$0.3 million).
In connection with the Nanchong Project, on
June 21, 2018, Sichuan Xinda entered into another equipment purchase contracts with Hailezi to purchase production equipment and
testing equipment for a consideration of RMB1,900 million (equivalent to US$276.4 million). Pursuant to the contracts with Hailezi,
Sichuan Xinda have prepaid RMB1,710 million (equivalent to US$248.8 million) at the end of June 30, 2019, and has a remaining commitment
of RMB190.0 million (equivalent to US$27.6 million).
(2) Heilongjiang plant construction and
equipment purchase
In connection with the equipment purchase contracts
with Hailezi signed on September 26, 2016 and February 28, 2017 mentioned in Note 6 (i), HLJ Xinda Group has a remaining commitment
of RMB30.2 million (equivalent to US$4.4 million) as of June 30, 2019.
In connection with the "HLJ Project"
mentioned in Note 6 (i), pursuant to the three investment agreements, the project total capital expenditure will be RMB4,015.0
million (equivalent to be US$596.3 million), among which the investment in fixed assets shall be no less than RMB3,295.0 million
(equivalent to US$489.3 million) in total. Pursuant to the contracts with Hailezi signed in November 2017 mentioned in Note 6 (i),
HLJ Xinda Group has a remaining commitment of RMB18.8 million (equivalent to US$2.7 million) as of June 30, 2019.
In connection with the HLJ project, on June
25, 2018, HLJ Xinda Group entered into another equipment purchase contract with Hailezi to purchase production equipment, which
will be used for 300,000 metric tons of biological based composite material, located in Harbin, for a consideration of RMB749.8
million (equivalent to US$109.1 million). Pursuant to the contract with Hailezi, HLJ Xinda Group has prepaid RMB300.7 million (equivalent
to US$43.8 million) as of June 30, 2019, and has a remaining commitment of RMB449.1 million (equivalent to US65.3 million).
In connection with the HLJ Project, on July
12, 2018, Heilongjiang Xinda Enterprise Group Company Limited (“HLJ Xinda Group”) entered into an equipment purchase
contract with Hailezi to purchase production equipment, which will be used for 300,000 metric tons of biological based composite
material, located in Harbin, for a consideration of RMB1,157.0 million (equivalent to US$168.3 million). Pursuant to the contract
with Hailezi, HLJ Xinda has prepaid RMB240.8 million (equivalent to US$35.0 million) as of June 30, 2019, and has a remaining commitment
of RMB916.2 million (equivalent to US$133.3 million).
(3) Dubai plant construction and equipment
On April 28, 2015, Dubai Xinda entered into a warehouse construction
contract with Falcon Red Eye Contracting Co. L.L.C. for a total consideration of AED6.7 million (equivalent to US$1.8 million).
As of June 30, 2019, the Company has a remaining commitment of AED1.6 million (equivalent to US$0.4 million).
On May 31, 2019, Dubai Xinda entered into a warehouse construction
contract with Peaceful for a total consideration of USD18.8 million. As of June 30, 2019, the Company has a remaining commitment
of USD6.7 million.
(4) Xinda CI (Beijing) office
building decoration
On March 30, 2017, Xinda CI
(Beijing) Investment Holding Co., Ltd. ("Xinda Beijing Investment") entered into a decoration contract with Beijing
Fangyuan Decoration Engineering Co., Ltd. for a total consideration of RMB5.8 million (equivalent to US$0.8 million) to
decorate office building. As of December 31, 2018, the decoration work in the amount of RMB2.0 million (equivalent to US$0.3
million) was recorded in construction in progress. As of June 30, 2019, the Company has a remaining commitment of RMB3.8
million (equivalent to US$0.5 million).
On June 9, 2017, Xinda CI (Beijing) entered
into a decoration contract with Beijing Zhonghongwufang Stone Co., Ltd for a total consideration of RMB1.2 million (equivalent
to US$0.2 million) to decorate office building. As of December 31, 2018, the decoration work in the amount of RMB0.6 million (equivalent
to US$0.1 million) was recorded in construction in progress. As of June 30, 2019, the Company has a remaining commitment of RMB0.6
million (equivalent to US$0.1 million).
(5) Guarantees
On December 25, 2018, HLJ Xinda Group, Sichuan
Xinda and Mr. Jie Han provided guarantee to Shanghai Sales obtaining a one-year loan of RMB500.0 million (equivalent to US$72.7)
from Longjiang Bank, Harbin Branch with an annual interest rate of 6.09% from December 25, 2018 to December 24, 2019. If Shanghai
Sales does not repay the above loan when due, HLJ Xinda Group, Sichuan Xinda and Mr. Jie Han shall be obliged to repay the RMB500.0
million loan.
On April 15, 2019, Sichuan Xinda provided guarantee
to Shanghai Sales obtaining a one-year loan of RMB800.0 million (equivalent to US$116.4 million) from Longjiang Bank, Harbin Branch
with an annual interest rate of 6.09% from April 15, 2019 to April 14, 2020. If Shanghai Sales does not repay the above loan when
due, Sichuan Xinda shall be obliged to repay the RMB800.0 million loan.
In the event of Shanghai Sales defaults on
the loans, the Company’s material loss contingency would be RMB1.379 billion (equivalent to US$190.2 million), including
estimated interest expenses of RMB7.9 million (equivalent to US$1.1 million) as of June 30, 2019. As the Company estimated that
the potential material loss contingency was not probable, no accrual for a loss contingency was recognized for the six-month period
ended June 30, 2019.
Note 18 - Revenues
Revenues consist of the following:
|
|
Three-Month Period Ended
June 30,
|
|
Six-Month Period Ended
June 30,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|
US$
|
|
US$
|
|
US$
|
|
US$
|
Modified Polyamide 66 (PA66)
|
|
|
92,259,170
|
|
|
|
88,073,232
|
|
|
|
176,137,415
|
|
|
|
169,858,624
|
|
Modified Polyamide 6 (PA6)
|
|
|
105,421,049
|
|
|
|
62,257,420
|
|
|
|
171,589,143
|
|
|
|
126,298,421
|
|
Plastic Alloy
|
|
|
71,411,826
|
|
|
|
79,409,277
|
|
|
|
134,548,451
|
|
|
|
157,975,693
|
|
Modified Polypropylene (PP)
|
|
|
40,795,250
|
|
|
|
47,141,439
|
|
|
|
77,852,304
|
|
|
|
97,356,990
|
|
Modified Acrylonitrile Butadiene Styrene (ABS)
|
|
|
14,777,635
|
|
|
|
8,231,853
|
|
|
|
28,225,264
|
|
|
|
16,828,835
|
|
Polyoxymethylenes (POM)
|
|
|
2,302,901
|
|
|
|
2,748,355
|
|
|
|
4,899,362
|
|
|
|
4,871,740
|
|
Polyphenylene Oxide (PPO)
|
|
|
9,133,246
|
|
|
|
6,620,677
|
|
|
|
25,992,396
|
|
|
|
10,790,238
|
|
Polylactide (PLA)
|
|
|
12,751,971
|
|
|
|
22,847,267
|
|
|
|
29,263,327
|
|
|
|
43,729,113
|
|
Polyethylene (PE)
|
|
|
1,831,333
|
|
|
|
—
|
|
|
|
3,604,077
|
|
|
|
—
|
|
Work in progress
|
|
|
112,300,015
|
|
|
|
—
|
|
|
|
112,300,015
|
|
|
|
—
|
|
Raw materials
|
|
|
89,484
|
|
|
|
—
|
|
|
|
128,133
|
|
|
|
72,899
|
|
Total Revenue
|
|
|
463,073,880
|
|
|
|
317,329,520
|
|
|
|
764,539,887
|
|
|
|
627,782,553
|
|
The following table provides sales by major
customer group for
the three-month and six-month periods ended June 30, 2019 and 2018
:
|
|
Three-Month Period Ended
June 30,
|
|
Six-Month Period Ended
June 30,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|
US$
|
|
US$
|
|
US$
|
|
US$
|
Distributors
|
|
|
322,799,104
|
|
|
|
314,604,613
|
|
|
|
605,615,795
|
|
|
|
618,143,455
|
|
Direct customers
|
|
|
140,185,292
|
|
|
|
2,724,907
|
|
|
|
158,729,179
|
|
|
|
9,566,199
|
|
Others
|
|
|
89,484
|
|
|
|
—
|
|
|
|
128,133
|
|
|
|
72,899
|
|
Total Revenue
|
|
|
463,073,880
|
|
|
|
317,329,520
|
|
|
|
764,539,887
|
|
|
|
627,782,553
|
|
Note 19 - Gains on disposal of a subsidiary
On November 13, 2018, HLJ Xinda Group entered
into an agreement with Shanghai Sales, to transfer the wholly owned equity of Heilongjiang Xinda Enterprise Group (Shanghai) New
Materials Research and Development Co., Ltd. ("Shanghai New Materials R&D") from HLJ Xinda Group to Shanghai Sales
with no consideration as a result of group restructuring to streamline resources and improve operating efficiency.
The legal transfer was completed on February
1, 2019 and the Company recorded gains of US$0.5 million on disposal of Shanghai New Materials R&D for six-month period ended
June 30, 2019.
Note 20 - Leases
As discussed in Note 1, effective January 1,
2019, the Company adopted Topic 842. At the inception of a contract, the Company determines if the arrangement is, or contains,
a lease. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent
its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement
date based on the present value of lease payments over the lease term. Rent expense is recognized on a straight-line basis over
the lease term.
The Company has made certain accounting policy
elections whereby it does not recognize ROU assets or lease liabilities for short-term leases (those with original terms of 12-months
or less). All of the Company’s existing leases as of June 30, 2019 were classified as operating leases. As of June 30, 2019,
the Company had operating leases for land and office with remaining terms expiring from 2022 through 2037 and a weighted average
remaining lease term of 17.8 years. Weighted average discount rate used in the calculation of the lease liabilities was 6.7%. The
discount rate reflects the estimated incremental borrowing rate, which includes an assessment of the credit rating to determine
the rate that the Company would have to pay to borrow, on a collateralized basis for a similar term, an amount equal to the lease
payments in a similar economic environment.
Lease cost for the six-month period ended June
30, 2019 is as follows:
|
|
Six-Month Period Ended June 30,
|
|
|
2019
|
|
|
|
US$
|
|
Operating lease cost
|
|
|
847,228
|
|
Short-term lease cost
|
|
|
333,214
|
|
Total lease cost
|
|
|
1,180,442
|
|
As of June 30, 2019, the maturities of the
operating lease liabilities are as follows:
|
|
Remaining Lease Payments
US$
|
2019
|
|
|
691,792
|
|
2020
|
|
|
1,385,467
|
|
2021
|
|
|
1,407,931
|
|
2022
|
|
|
1,408,292
|
|
2023
|
|
|
1,424,120
|
|
Thereafter
|
|
|
22,012,465
|
|
Total remaining lease payments
|
|
|
28,330,067
|
|
Less: imputed interest
|
|
|
(11,853,580
|
)
|
Total operating lease liabilities
|
|
|
16,476,487
|
|
Less: current portion
|
|
|
(1,888,376
|
)
|
Non-current operating lease liabilities
|
|
|
14,588,111
|
|
Weighted-average remaining lease term
|
|
|
17.8 years
|
|
Weighted-average discount rate
|
|
|
6.7
|
%
|
Supplemental cash flow information related
to leases is as follows:
|
|
Six-Month Period Ended June 30,
|
|
Supplemental disclosure of cash flow information:
|
|
2019
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
US$
|
|
Operating cash flows from operating leases
|
|
|
1,679,029
|
|
Right-of-use assets obtained in exchange for new lease liabilities:
|
|
|
|
|
Operating lease
|
|
|
16,075,213
|
|
As previously disclosed in the consolidated financial statement
for the year ended December 31, 2018 and under the previous lease standard (Topic 840), future minimum annual lease payments for
the years subsequent to December 31, 2018 and in aggregate are as follows:
|
|
US$
|
|
Years ended December 31,
|
|
|
|
2019
|
|
|
2,174,439
|
|
2020
|
|
|
1,486,007
|
|
2021
|
|
|
1,486,007
|
|
2022
|
|
|
1,446,251
|
|
2023
|
|
|
1,482,593
|
|
Thereafter
|
|
|
21,176,139
|
|
Rental expenses incurred for operating leases
of plant and equipment and office spaces were US$2,455,509 in 2018.