ASIA CERAMICS HOLDINGS PLC
("ASIA CERAMICS HOLDINGS" OR THE "COMPANY")
INTERIM UNAUDITED RESULTS FOR THE PERIOD ENDED 30 JUNE 2015
The Directors of Asia Ceramics Holdings are pleased to present the Company's interim results for the six months to 30 June 2015.
Key Points:
CHAIRMAN'S STATEMENT
Sales for the six months to 30 June 2015 £2,978k (£5,194k in 2014)
Loss for the six months to 30 June 2015 £278k (£162k loss in 2014)
The group incurred a loss of £278,000 in the first half of the year as trading conditions in China remained challenging. Lower sales were offset by savings in distribution and administration expenses compared to the same period last year. Gross margins were impacted by a charge of approximately £180,000 relating to the non recovery of vat on export sales from 2014 that had been carried on the balance sheet at the year end.
I look forward to reporting further progress in my statement at the year end and overall we expect the underlying second half performance of the Company to be similar with the first half .
Enquiries:
Alei Duan , Chairman Asia Ceramic Holdings plc Tel: 07776481237
Shawn Wu, CFO |
Asia Ceramics Holdings plc |
Tel: 86-757-82019176
|
James Joyce / James Bavister |
WH Ireland Limited |
Tel: 020 7220 1666
|
Interim Condensed Statement of Comprehensive Income
For the six months ended 30 June 2015
|
June 30,2015 |
June 30,2014 |
Dec.312014audited |
|
|
Notes |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
Revenue |
|
2,978 |
5,194 |
10,797 |
|
|
|
|
|
Cost of sales |
|
(2,671) |
(4,299) |
(8,743) |
Gross profit |
|
307 |
895 |
2,054 |
|
|
|
|
|
Distribution expenses |
|
(288) |
(628) |
(1,215) |
Administrative expenses |
|
(336) |
(415) |
(869) |
Interest Income(expenses) |
|
(10) |
(14) |
35 |
Non-operating income/(expenses) |
|
49 |
1 |
(1) |
|
|
|
|
|
Profit (Loss) on ordinary activities before taxation |
|
(278) |
(162) |
4 |
|
|
|
|
|
Income tax expenses |
3 |
|
- |
46 |
|
|
|
|
|
Profit (Loss) after taxation |
|
(278) |
(162) |
50 |
|
|
|
|
|
Other comprehensive income
Exchange difference arising on translation of foreign operations
Total comprehensive income for the year attributable to equity holders
Basic profit (loss) per ordinary share (pence)
Diluted profit (loss) per ordinary share (pence) |
4 |
|
|
19 |
(278) |
(162) |
69 |
||
(2.53) |
(1.48) |
0.46 |
||
(2.53) |
(1.48) |
0.46 |
||
|
|
|
Interim Condensed Statement of Financial Position
At 30 June 2015
|
|
|
|
|
June 30,2015 |
June30,
|
Dec.312014audited |
|
|
|
Notes |
|
£'000 |
£'000 |
£'000 |
Non-current assets
Property, plant and equipment Construction in progress Investments Deferred tax assets |
|
|
5 & 6 |
|
236 |
204 |
110- - 65 |
236 |
204 |
175
|
|||||
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Inventory |
|
|
|
|
69 |
107 |
11 |
Trade and other receivables |
|
|
7 |
|
3,874 |
3,737 |
5,032 |
Export VAT refund receivables |
|
|
|
|
2 |
100 |
- |
Cash and cash equivalents |
|
|
|
|
92 |
216 |
33 |
|
|
|
|
|
4,036 |
4,160 |
5,076 |
|
|
|
|
|
|
|
|
Total assets |
|
|
|
4,273 |
4,364 |
5,251 |
|
Equity and reserves
|
|
|
|
|
|
|
|
Share capital
Share premium
Other reserves
Retained earnings |
|
|
8 |
|
551,20158(620) |
55 1,201 37(540) |
551,201111 (342) |
Equity and reserves
Current liabilities
|
|
|
|
694 |
753
|
1,025 |
|
|
|
||||||
Trade and other payables |
|
|
|
|
2,816 |
3,107 |
3,711 |
Tax payable Borrowing |
|
|
|
|
163
|
4
|
15
|
|
|
|
|
|
2,979 |
3,111 |
3,726 |
|
|
|
|
|
|
|
|
Non current liabilities
|
|
|
|
|
|
|
|
Loan from a shareholder |
|
|
11 |
|
600 |
500 |
500 |
|
|
|
|
|
600 |
500 |
500 |
Total equity and liabilities |
|
|
|
|
|
|
|
4,273 |
4,364 |
5,251 |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved by the Board of Directors and authorised for issue in September 2015.
Interim Condensed Statement of Cash Flows
For the six months ended 30 June 2015
|
|
|
|
|
June 30,2015 |
June 30,2014 |
Dec.312014audited |
|
|
|
|
|
Notes |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash generated (used) in operating activities |
|
|
|
|
(41) |
(67) |
|
||
|
|
|
|
|
|
|
|
||
Investing activities |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
Purchase of property, plant and equipment |
|
|
|
|
- |
(5) |
(7) |
||
Construction in progressInvestment in subsidiaries |
|
|
|
|
|
-- |
|
||
Interest received |
|
|
|
|
|
- |
- |
||
Net cash used in investing activities |
|
|
|
|
- |
(5) |
(7) |
||
|
|
|
|
|
|
|
|
||
Financing activities
|
|
|
|
|
|
|
|
||
Loans to subsidiariesLoan to director Loans from shareholders |
|
|
|
|
- 100 |
-- |
(239)- |
||
Repayment of bank loan |
|
|
|
|
|
- |
- |
||
|
|
|
|
|
|
|
|
||
Net cash from financing activities |
|
|
|
|
100 |
- |
(239) |
||
|
|
|
|
|
|
|
|
||
Net increase (decrease) in cash and cash equivalents |
|
|
|
|
59 |
(72) |
(256) |
||
|
|
|
|
|
|
|
|
||
Cash and cash equivalents at beginning of period |
|
|
|
|
33 |
288 |
288 |
||
|
|
|
|
|
|
|
|
||
Exchange difference |
|
|
|
|
|
|
1 |
||
|
|
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
|
|
|
92 |
216 |
33 |
||
Notes to the Condensed Group Interim Financial Statements
1. GENERAL INFORMATION
Asia Ceramics Holdings Plc is a company incorporated in Jersey under the Companies (Jersey) Law 1991. The company is governed by its articles of association and the principal statute governing the company is Jersey law. The company has an unlimited life. The liability of the members of the company is limited. The company is domiciled and has its registered office in Jersey and the company's registration number is 105875 (Jersey).
The principal activity of the Company is investment holding. The Group's principal activity is the sale of ceramic products both in China and global market.
The Group's places of business are Hong Kong and the People's Republic of China ("PRC").
These financial statements are presented in pounds sterling and rounded to the nearest thousand ('000).
Asia Ceramics Holding Plc has adopted all relevant standards effective for accounting periods beginning on or after 1 January 2011.
2. BASIS OF PREPARATION
The condensed financial statements have been prepared under historical cost convention, except for the revaluation of certain financial instruments. The same accounting policies, presentation and methods have been followed in these condensed financial statements as were applied in the preparation of the Group's financial statements for the year ended 31 December 2014.
The Group's Financial Statements have been prepared in accordance with International Financial Reporting Standards 34 (Interim Financial Reporting).
The report is unaudited and does not constitute the statutory accounts for the six months ended 30 June 2015.
3. INCOME TAX EXPENSE
|
|
|
|
|
|
|
|
|
30 June 2015 |
|
30 June 2014 |
|
31 Dec. 2014 |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Current tax charge Deferred tax |
|
- |
|
- |
|
19 |
|
|
|
|
|
|
(34) |
The income tax expense for the year can be reconciled as follow:
|
|
|
|
|
|
(31) |
Profit (Loss) before taxation |
|
(278) |
|
(162) |
|
(46) |
|
|
|
|
|
|
|
Income tax calculated at 25% |
|
- |
|
- |
|
|
Effect of income that is exempt from taxation Effect of different tax rate of subsidiary operating in other jurisdiction |
|
|
|
- - - |
|
4 |
Effect of prior year adjustment |
|
|
|
|
|
|
Unrelieved tax losses c/f |
|
|
|
- |
|
1 |
Deferred tax arising from unused tax losses |
|
|
|
|
|
(22) (15) |
Others |
|
- |
|
- |
|
(34) |
|
|
- |
|
- |
|
16 |
The applicable tax of the Group is derived from the consolidation of all Group companies applicable tax band on their domestic tax rates. The applicable tax rate for Asia Ceramics (HK) Ltd is 16.5% and 25% for all Chinese subsidiaries.
4. EARINGS PER SHARE
Basic earing per share is calculated by dividing the loss attributable to equity shareholders of the company by the weighted average number of ordinary shares in issue during the year.
Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The dilutive potential ordinary shares in the company are share options. A calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the company's shares) based on the monetary rights attached to outstanding share options. The number of shares calculated above is compared with the number of shares that would have issued assuming the exercise of the share options.
|
|
|
|
|
|
|
|
|
|
|
|
30 June2015 |
|
30 June2014 |
|
|
|
|
|
Earnings |
|
|
|
|
Earnings for the purposes of basic and diluted earnings per share being net profit attributable to equity holders of the parent |
|
(277,535)
|
|
(162,489)
|
|
|
|
|
|
Number of shares |
|
|
|
|
Weighted average number of ordinary shares for the purposes of basic earnings per share |
|
10,990,071
|
|
10,990,071 |
|
|
|
|
|
Effect of dilutive potential ordinary shares: |
|
|
|
|
Share options |
|
|
|
- |
|
|
|
|
|
Weighted average number of ordinary shares for the purposes of diluted earnings per share |
|
10,990,071 |
|
10,990,071 |
|
|
|
|
|
Profit (Loss) per share |
|
|
|
|
Basic (pence) |
|
(2.53) |
|
(1.48) |
|
|
|
|
|
Diluted (pence) |
|
(2.53) |
|
(1.48) |
5. Property, plant and equipment
The showroom and office in Foshan has been completed and transferred to fixed assets from construction in progress in 2012.
6. Intangible Assets
There is no addition of intangible assets during this period.
7. Trade and Other Receivables
|
6 months ended |
6 months ended |
Year ended |
|
30 June 2015 |
30 June 2014 |
31 December 2014 |
|
£'000 |
£'000 |
£'000 |
Trade receivables |
1,841 |
1,173 |
1,657 |
Payment on accounts |
1,557 |
1,957 |
1,569 |
Other debtors |
476 |
607 |
531 |
|
|
|
|
Less: allowance for doubtful debts |
|
|
- |
Total |
3,874 |
3,737 |
3,757 |
8. SUBSIDIARIES
Details of the Company's subsidiaries at 30 June 2015 are as follows.
Name of subsidiary |
Place of incorporation (or registration) and operation |
Proportion of ownership interest % |
|
Principal activities
|
Asia Ceramics(HK) Ltd |
Hong Kong |
100 |
|
Retail of ceramics products in Hong Kong Market
|
Shenyang Louis Building Materials Ltd
Foshan Louis Valentino Ceramics Co., Ltd ** |
P.R. China
P.R. China |
100
100 |
|
Establishment of ceramics retail shops in China and sale of ceramics
Sale of ceramics products in PRC and global market |
** Held by subsidiary company
Foshan Louis Valentino Ceramics Co., Ltd was established on 5 July 2011 with registered share capital of RMB500,000. On the same day, Shenyang Louis Buildings Materials Co., Ltd subscribed 50% of the registered share capital of the company for RMB250,000. On 8 August 2011, the remaining 50% of the registered share capital was transferred to Shenyang Louis Buildings Materials Co., Ltd for RMB250,000. As a result of this, Foshan Louis Valentino Ceramics Co., Ltd is wholly owned by the Group.
Foshan Louis Valentino Ceramics Co., Ltd commenced trading in October 2011 and the results of the company were fully consolidated in these financial statements.
9. SHARE CAPITAL
The company has one class of ordinary share capital which carry no rights to fixed income, any preferences or
restrictions.
|
June 30,2015 |
June 30,2014 |
December 31,2014 |
|
£'000 |
£'000 |
£'000 |
Authorised: |
|
|
|
2,000,000,000 Ordinary shares of £0.005 each |
10,000 |
10,000 |
10,000 |
|
|
|
|
Issued and fully paid: |
|
|
|
10,990,071 Ordinary shares of £0.005 each |
|
|
|
(10,311,444 Ordinary shares as at 31 Dec. 2011) |
55 |
52 |
52 |
Shares issued during the year
|
Note |
|
Share numbers |
|
Share Capital |
|
Share Premium |
|
|
|
|
|
|
|
|
|
|
|
|
On Incorporation On 12 July 2010
On 18 July 2010 On 2 August 2010 Less share issue costs
On 17 March 2012 |
(i) (ii)
(iii) (iv) (v) |
|
2 42,448
8,490,000 1,821,444 -
678,627 |
|
2 42,448
42,450 9,107 -
3,393 |
|
- - - - 1,193,046 (480,955)
488,611 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
10,990,071 |
|
54,950 |
|
1,200,702 |
|
|
(i)On incorporation, the Company issued 2 shares at par value of £1 each.
(ii)On 12 July 2010, the Company issued 42,448 additional shares at its par value of £1 each.
(iii)Pursuant to a special resolution of the Company dated 15 July 2010 the authorized share capital of the Company was sub-divided into 2,000,000,000 shares of £0.005 each.
(iv)On 2 August 2010, the Company raised £1.20 million gross of expenses in a private placing through the issue of 1,821,444 additional shares at £0.66 each.
(v)On 17 March 2012 the company signed a share subscription agreement with Better Group (Holding) Co., Ltd where Better Group (Holding) Co., Ltd subscribes 678,627 shares at 72.5p each amount of £492,005 (HKD 6 million) and the company agrees to issue new shares within 90 days from date of this agreement. The shares were issued on 29 March 2012 and fully paid. The company received the fund in December 2011 and recorded in other creditors.
10. DERIVATIVE FINANCIAL INSTRUMETNS
On 31 August 2010 the company executed a deed poll constituting warrants to subscribe for ordinary shares in favour of WH Ireland. Pursuant to this instrument, WH Ireland will be entitled to subscribe for such number of Ordinary Shares amount to 257,786 which is equal to 2.5 percentage of the fully diluted share capital of the company on Admission at an exercise price of £0.66 until the third anniversary of Admission. On 31 August 2013, the share option has been expired and not exercised.
On the same date, the company granted warrants to Alexander David to subscribe for such number of Ordinary Shares amount to 206,229 which is equal to 2 percentage of the company's issued Ordinary Share capital following Admission at an exercise price of £0.66 per Ordinary Share. The warrants are exercisable at any time following Admission until the fifth anniversary of Admission. On 31 August 2015, the share option has been expired and not exercised.
Details of the share options outstanding during the year are as follows:
|
2015 |
|
2014 |
||||||||
|
Average exercise price in £ per share |
|
Option 1 |
|
Option 2 |
|
Average exercise price in £ per share |
|
Option 1 |
|
Option 2 |
|
|
|
|
|
|
|
|
|
|
|
|
At beginning of the year |
0.66 |
|
- |
|
206,229 |
|
0.66 |
|
257,786 |
|
206,229 |
Granted |
- |
|
- |
|
- |
|
|
|
|
|
|
Forfeited |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Executed |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Expired |
- |
|
|
|
(206,229) |
|
- |
|
(257,786) |
|
- |
At end of year |
0.66 |
|
|
|
- |
|
0.66 |
|
|
|
206,229 |
As at 30 June 2015, none of the above options had been exercised.
11. RELATED PARTY TRANSACTIONS
Transactions within the Group have been eliminated in the preparation of the financial information set out in this report and are not disclosed in this note. Balance with other related parties have been disclosed under the relevant notes.
i) On 18 August 2010, Dr Dingxin Pu, the Chief Executive Officer and the majority shareholder of the company entered into a loan facility agreement with the company, whereby Dr Dingxin Pu agreed to make available to the company a loan facility of £500,000. The loan is interest free and is repayable over five equal quarterly installments commencing from 18 months following the date of the loan facility agreement. The loan was fully drawn down on 18 August 2010.
On 20 February 2014, the loan has extended the date of repayment to five equal instalments commencing on 31 January 2015 subject to the Company having sufficient funds to meet the repayments.
On 21 May 2015, Dr Dingxin Pu loaned £100,000 to the Company which is repayable by 31 December 2018.
ii) At 30 June 2015, included in other debtors an amount of £149,772 due from Dr Dingxin Pu. The amount is repayable before 31 December 2016 with 5% annual interest rate.
12. Events after the end of the reporting period
There are no events after the end of reporting period to be disclosed.
13. Approval of interim financial statements
The interim financial statements were approved by the board of directors on 9 September 2015
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