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RNS Number : 8776C
Taihua Plc
30 June 2016
 

 

TAIHUA PLC

("Taihua" or the "Company")

 

Annual Report and Accounts for the period ended 31 December 2015

 

 

CHAIRMAN'S STATEMENT

 

2015 was a challenging year with a significant, weather induced, reduction in Forsythia harvest and no opportunity to increase sales of APIs or TCMs as the Company worked towards GMP reaccreditation.

 

The Board of Directors have made two one-off adjustments to the financial statements that need explaining so that the underlying performance of the business can be understood.

 

Firstly, the Bad Debt provision has been increased by RMB24.369m from RMB3.4m to RMB27.369m. Following a review of the recoverability of trade receivables by the Board of Directors, together with the current economic slowdown in China, the Directors have decided to revise Group's provision policy and make full provision against trade receivables which are outstanding more than 12 months. However, the Directors will make every effort to recover the cash from its customers.

 

Secondly, the Board of Directors have decided to cease production of Paclitaxel for foreseeable future, following a review of the market conditions and risks concluded at the end of June 2016. Competition from semi-synthetic Paclitaxel has driven the market price down to RMB 280/gram which is lower than Taihua's costs of extraction. As a consequence, this has resulted in a full impairment for the plantation of Biological Asset, amounting to RMB4.387m. The ability to extract Paclitaxel might be retained so that should market conditions improve extraction can recommence.

 

Key points

2015    

2014


RMB'000

RMB'000

Sales

34,229 

50,948 

Profit/(Loss) Before tax

(30,648)

4,502

Increase in Bad Debt Provision

24,369 

(203)

Biological Asset write off

4,387   

(388)

Underlying Profit/(Loss) before Tax

(1,892) 

3,911

 

Sales Segmental Analysis

2015

2014

2013


RMB'000

RMB'000

RMB'000

Forsythia

26,670 

41,845

41,838

TCMs

4,592

4,870

5,667

APIs

2,967

4,233

4,797

Total

34,229

50,948 

52,302

 

 

Forsythia

The tonnage in 2015 fell to 704 tonnes (2014: 1,146 tonnes). The reason was the particularly poor weather in the plantation area. The plantation is at, on average, 1,200 m altitude and as such is susceptible to spring snows and frosts during the flowering period. The average selling price excluding sales tax was RMB 38.9/kg (2014: RMB 37.8/kg).

 

APIs

As already mentioned, the Company has now ceased to extract Paclitaxel. However, the production of Pacliataxel and Homoharringtonine had been suspended from August 2015 pending the Company's GMP reaccreditation, which was issued in January 2016. Now that this has been awarded the Directors do not believe there are any regulatory impediments to recovering lost Homoharringtonine market share.

 

TCMs

Progress in developing wider distribution of TCMs, particularly Bian Tong Pian, had been prevented by the GMP reaccreditation process. That has been achieved so Taihua is actively seeking distribution of its TCM products.

 

 

 

Bian Tong Pian sales totalled 193,000 boxes (2014: 191,600 boxes). The average price per box fell to RMB11.15 (2014: RMB13.30). This was due to the Chinese government introducing a bidding system for many healthcare products to reduce prices and improve transparency.

 

Balance Sheet

 

Cash fell to RMB8.354m (2014: RMB46.876m). This was in the main due to the capital investment necessary to meet the requirements for GMP reaccreditation.

 

2015 has been a challenging year and the Board of Directors wish to place on record their appreciation of the patience shown by shareholders. The reaccreditation of GMP was a key milestone for Taihua and it is hoped that the removal of this impediment to growth will allow the company to return to a more stable and successful environment

 

Qualified Opinion by Auditors

 

The Board reports, regrettably, that the auditors have given a qualified opinion in this annual report and accounts. This is because the auditors have been unable to confirm a significant trade receivable of RMB9.69million (net of a provision of RMB6.06million) with one customer, Xi'an Tianyi Bio-Technology Co., Ltd. ("Xi'an Tianyi"). 

 

The Company understands that the transaction between Taihua Natural Plant Pharmaceutical Co., Ltd. ("TNP"), the trading subsidiary of the Group and Xi'an Tianyi was undertaken on behalf of a third party, Xi'an Weike Bio-Technology Co., Ltd. ("Xi'an Weike"). Xi'an Weike intended to purchase product from TNP, however, due to a lack of permit to acquire such product, Xi'an Weike transacted with TNP in the name of Xi'an Tianyi who has such a permit. The directors have confirmed the existence of the contractual arrangement but Xi'an Tianyi state they cannot provide further comfort on the trade, as required by the auditors, due to the arrangement with Xi'an Weike.

 

As a consequence of this process, the Board have decided to terminate all future business cooperation with either Xi'an Weike or Xi'an Tianyi from 30 June 2016. In addition, the Board can assure the shareholders that they will take all necessary steps to recover the trade receivables from Xi'an Tianyi and Xi'an Weike and shall update shareholders of the progress, in due course. The Board will ensure the relevant internal control procedures will be updated to avoid the occurrence of similar incident.          

 

Notice of AGM and Dispatch of Accounts

 

The Company confirms that it has today dispatched a noticeto shareholder to convene an Annual General Meeting at Dentons UKMEA LLP, One Fleet Place, London EC4M 7WS on 12 August 2016 at 11 am.

 

The Annual Report and Accounts have been posted to shareholders today and will be available from the Company's website www.taihplc.com in the meantime.

 

 

 

 

Nicholas Lyth

Chairman

 

30 June 2016

 

 

Enquiries:

 

Nicholas Lyth, Taihua plc                                                                                                                                    07769 906 686

 

Katy Mitchell, WH Ireland Limited                                                                      +44 161 832 2174

 

 

 

 

 

STRATEGIC REPORT

 

The Directors present their Strategic Report for the year ended 31 December 2015.

 

Principal Activity and strategy

 

The principal activities of the Group are the development, production, distribution and sale of Traditional Chinese Medicine ("TCM") products. In addition, the Group also develops, manufactures and distributes active pharmaceutical ingredients, namely paclitaxel and homoharringtonine, predominately for the use in the treatment of cancer. However, due to the paclitaxel current market price being lower than its production costs, the Group decided to cease production of paclitaxel for the foreseeable future. 

 

The principal activity of the Company is that of a holding company.

 

Review of the business and future prospects

 

Business Review

 

A review of the Group's trading for the year ended 31 December 2015, development and prospects are provided in the Chairman's Statement.

 

Risks

 

The principal risks to the Group are the risk of disease or an event (such as forest fire) that could be detrimental to the supply or quality of the raw material on which Taihua is dependent; the limitation in the supply of Homoharringtonine and the risk that Taihua may be unable to retain its Good Manufacturing Practice ("GMP"), Drug Production Permit ("DPP") and/or other licences; or, in the medium to long term, to develop new markets. The Group seeks to mitigate these and other risks where appropriate, including financial risks such as bad debts or any exposure to foreign currency risk.

 

Funding position

 

The Directors confirm that it is appropriate for the financial statements to have been drawn up on the going concern basis. In reaching this conclusion the Directors have taken into account all relevant matters of which they are aware and have considered a future period of at least one year from the date on which the financial statements were approved.

 

Financial Instruments

 

The Group does not actively use financial instruments as part of its financial risk management. It is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures.

 

Hedging

 

The Group makes no use of forward currency contracts, other financial derivatives or hedging.

 

Interest rate risk

The Group finances its operations through a combination of equity and borrowings. The Group does not have an interest rate policy in isolation but regularly reviews the interest rates being charged on borrowings and assesses alternative sources of borrowings and other methods of finance.

 

Liquidity risk

 

The principal policy of the Group in managing liquidity risk is to align the anticipated sales revenue with the cash flows of its financial assets and liabilities.

 

The Group's financial risks are disclosed in more detail in Note 29.

 

 

 

 

 

 

DIRECTORS

 

Mr. Nicholas James Lyth, aged 48, Non-Executive Chairman

Nicholas is an experienced finance professional having spent many years as a financial director of UK companies and having lived and worked in China. Nicholas speaks and writes Mandarin. Nicholas is currently a director of NL Consulting Limited. In the past five years Nicholas has been a director of Avon Equipment Limited, Belle Engineering (Sheen) Limited, Belle Holdings Limited, Defiant Diamond Tools Limited, Errut Products Limited, Panther International Engineering Limited. Nicholas is a qualified accountant.

 

Mr Yunwu Liu, aged 56, Chief Executive Officer

Mr Liu is a director, the general manager and one of the founders of Taihua Natural Plant Pharmaceutical Co. Limited (the wholly owned subsidiary of Taihua) ("TNP"). He obtained a diploma in economics and management from Shaanxi Economic Management College in 1992 and completed an EMBA course in Northwest University, China. In 1987, Mr Liu founded Luonan Natural Resources Research Factory. In 1993, Mr Liu incorporated TNP. Mr Liu has nearly 20 years' experience in the natural medicine material industry. He was also granted the honour of ''National Youth Leader of Spark Program'' (sponsored by the Chinese Government) in the China Spark Program by the China Science and Technology Committee, which is the highest level of award granted in this area.

 

Mr Chun Chai, aged 63, Executive Director and Vice General Manager

Mr Chai started his career in the pharmaceutical industry in 1968 as an assistant in the Shaanxi Province Traditional Chinese Medicine Research Institute. He worked at the Institute within the purchasing department until 1985 when he established Taiyou Development Company Limited and in 1994 he founded Jihao Company Limited which specialised in international trading. In 1993, he established TNP along with Mr Liu and since then he has worked on a full time basis on the development of TNP. Mr Chai is the vice general manager of TNP in charge of raw material medicine sales.

 

Mr Zhaoyang Ma, aged 48, Executive Director

Mr Ma has a bachelor's degree in engineering, a master's degree in management and a PhD degree. He worked at Xian Aeronautics Computing Technology Institute from 1990 to 1994. He became an associate professor at Northwest Polytechnic University in 1997. Professor Ma is the chairman of Shaanxi Dewei Investment Consulting Co., Ltd. and the independent director of Xi'an Jiefand Group Joint Stock Co., Ltd., a listed company in PRC.

 

Mr. Chong Cao, aged 45, Non-Executive Director

Chong is a counsel at Dentons, Shenyang Office. He is also the partner at Athena Solicitors LLP. From 2013 to 2015, he was the Head of China Practice at DWF LLP. From August 2010 to December 2014, Chong worked as a corporate partner at Gateley LLP. From October 2005 to July 2010 Chong worked as the Chinese legal consultant to Halliwells LLP advising on numerous cross border AIM transactions involving Chinese companies. Prior to joining Halliwells LLP, Chong worked at Wen & Partners, a law firm in Dalian, Liaoning Province, China, dealing with legal affairs relating to international trade and investment. Chong is a fluent Mandarin and English speaker.

 

Mr Mingjian Yin, aged 33, Executive Director

Mr Yin has been working in the textile industry in China since July 2007 when he worked as an assistant to the sales manager at Beijing JinsanhuanTextile Import & Export Co., Ltd. ("Beijing Jinsanhuan"). In March 2009, he was promoted to the vice general manager of Beijing Jinsanhuan. Mr Yin became a director of Beijing Jinsanhuan in February 2013 responsible for the development and maintenance of sales network and sourcing of investment opportunities. He is also the general manager of Beijing Jiasheng Xinrui Cashmere Products Co., Ltd. and he has been in this post since April 2012. Mr Yin obtained a bachelor's degree in business administration from Hebei Agricultural University in China.

 

 

 

 

 






DIRECTORS' REPORT

___________________________________________________________________________________

 

The Directors present their Directors' report together with the audited accounts of the Group ("Taihua plc and its subsidiary undertakings") and the Company ("Taihua plc") for the year ended 31 December 2015.

 

Results and dividends

 

The loss of the Group for the year ended 31 December 2015 was RMB30.65m (2014: profit RMB4.50m), of which the amount attributable to the equity holders of the Group, was RMB30.85m (2014: profit RMB4.98m).

 

The Directors do not recommend any distribution by way of a dividend for the year ended 31 December 2015.

 

The Board

 

The following Directors served during the year ended 31 December 2015.

 

Mr Nicholas James Lyth - Non-Executive Chairman

Mr Yunwu Liu - Chief Executive officer

Mr Zhaoyang Ma - Executive Director

Mr Chun Chai - Executive Director

Mr Chong Cao - Non-Executive Director

Mr Mingjian Yin - Executive Director

 

In accordance with the Company's Articles of Association, each of Mr Nicholas James Lyth and Mr Chong Cao will retire at the Group's AGM and will offer himself for re-election for this year.

 

Directors' interests in shares

 

The interests of the Directors (including those of their immediate families) in the 1p ordinary share capital of the Company as at 31 December 2015 were:

 


Number of

Ordinary share

Percentage of

ordinary share




Nicholas Lyth*

340,000

0.42%

Yunwu Liu

11,008,650

13.47%

Zhaoyang Ma

-

-

Chun Chai

5,504,325

6.73%

Mingjian Yin

23,703,826

29.00%

Chong Cao

-

-

 

* Held through Chase Nominees Limited

 

Directors' interests in the Group's share option schemes as at 31 December 2015 were as follows:

 


No. of option as at 1 January

Granted

Lapsed

No. of option as at 31 December

Exercise price per share

Exercisable

Director

2015

in 2015

in 2015

2015

(GBP)

From

to









Nicholas Lyth

816,473

-

-

816,473

0.07

31 August 2009

30 August 2019

Yunwu Liu

-

-

-

-

-

-

-

Zhaoyang Ma

-

-

-

-

-

-

-

Chun Chai

-

-

-

-

-

-

-

Mingjian Yin

-

-

-

-

-

-

-

Chong Cao

816,473

-

-

816,473

0.07

31 August 2009

30 August 2019

 

No options were exercised in the year.

 

The Remuneration Committee makes share option awards and options are available to all employees of the Group. The exercise price of the options and the associated vesting criteria are also determined by the Remuneration Committee. The closing mid-market price of the Group's shares at 31 December 2015 was 1.625p.

 

Directors' remuneration and service contracts

 

 

 

Directors

Gross salary Year to 31 December 2015

Bonus Year to 31 December 2015

Pension Year to 31 December 2015

Total

Year to 31 December 2015

 


RMB

RMB

RMB

RMB






Nicholas Lyth

190,019

-

-

190,019

Yunwu Liu

108,000

-

31,860

139,800

Zhaoyang Ma

108,000

-

31,860

139,800

Chun Chai

108,000

-

31,860

139,800

Mingjian Yin

-

-

-

-

Chong Cao

190,019

-

-

190,019

 

Substantial share interests

 

At 31 May 2016 the Group had been notified of the following material interests, in addition to the Directors' holdings identified above, which represented 3% or more of the issued share capital of the Company:


Number of Ordinary shares

Percentage Holdings

Tao Ji

5,652,574

6.92%

Botting Family Trust

5,625,151

6.89%

Gary Lyons

4,850,000

5.93%

Neubauer Family Trust

3,342,099

4.09%




Research and development

 

The Group's research and development efforts are focused on developing new products and enhancing existing products to support the requirements of current and prospective customers.

 

Share Capital

 

No changes to the Company's share capital during the year, details are given in Note 24.

 

Charitable and political donations

 

No charitable or political donations were paid or accrued during the year ended 31 December 2015.

 

Employees

 

The number of employees employed by the Group was 55 as at 31 December 2015. The Group continues to encourage employees to be involved in the operation of the business and to present their views and ideas on performance. There is daily contact between management and staff at every level of the business to facilitate the flow of information and positive ideas. The Group gives full consideration to applications for employment from disabled persons where a disabled person can adequately fulfil the requirements of the job. Where existing employees become disabled, it is the Group's policy, wherever practicable, to provide continuing employment with appropriate training or redeployment where necessary.

 

Payment to suppliers

 

It is the Group's policy to pay suppliers in accordance with the terms and conditions agreed in advance. The Company is an investment holding company and as such does not have significant trade creditors and therefore creditor days have not been calculated. For the Group the average time taken to pay suppliers was 91 days (2014: 73 days).

 

 

 

Statement of Directors' Responsibilities

 

The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the group and company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group and company for that period. The directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market.

 

In preparing these financial statements, the directors are required to:

·      select suitable accounting policies and then apply them consistently;

·      make judgements and accounting estimates that are reasonable and prudent;

·      state whether they have been prepared in accordance with IFRSs as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements; and

·      prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Website publication

 

The directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Group's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Group's website is the responsibility of the directors. The directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

 

Subsequent event

 

Events after the reporting period have been disclosed in Note 31.

 

Going concern

 

The financial statements have been prepared assuming the Group will continue as a going concern.

 

During the year ended 31 December 2015, the Group made a loss of RMB30.65milliom, which includes a provision on trade and other receivables and payments in advance of RMB25.96million. At the year-end date, the Group had net assets of RMB113.77million (2014: RMB144.62million), of which RMB8.35million (2014: RMB46.88million) was cash in bank with no restriction for use.

 

The Group has a cash balance of RMB14.9million as at 31 May 2016.

  

The Directors consider that the Group has adequate resources, especially to obtain bank borrowings (normally 50% of the market value of land and buildings) by giving bank security using Group's buildings (net book value of RMB19.44million), to continue in operational existence for the foreseeable future. However, there's no guarantee on bank borrowings, together with the uncertainty of the industry and economic slowdown in P.R. China, the operations of the Group currently are relying on cash in bank and collection from receivables, which gives uncertainty in the future going concern.

 

The financial statements do not include the adjustments that would result if the Group was unable to continue in operation.

 

Provision of information to auditor

 

Each of the persons who is a Director at the date of approval of this report confirms that:

·      So far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware;

·      The Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

 

Auditors

 

In accordance with Section 489 of the Companies Act 2006, a resolution proposing that UHY Hacker Young be re-appointed as auditors of the Company and that the Directors be authorised to fix their remuneration will be put to the next Annual General Meeting.

 

This report was approved by the board on 30 June 2016 and signed on its behalf.

 

By order of the Board

 

 

 

 

 

 

Chong Cao

Director

 

30 June 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CORPORATE GOVERNANCE

 

As a Company listed on AIM, the Company is not governed by the UK Code of Corporate Governance adopted by the London Stock Exchange ('the Code'), but is required to operate principles of good governance and best practice. Accordingly, the directors are committed to the Code and believe that an effective system of corporate governance supports the enhancement of shareholder value. These principles have been in place since the Company's listing on 14 December 2006.

 

The Board includes two non-executive Directors.

 

The Directors have established an Audit Committee (the "Audit Committee") and a Remuneration Committee (the "Remuneration Committee") with formally delegated duties and responsibilities to operate.

 

The Board

 

The Board is responsible to shareholders for the proper management of the Company. The Non-Executive Director has a particular responsibility to ensure that the strategies proposed by the Executive Directors are fully considered. The Board has a formal schedule of matters reserved to it and has discussions on a frequent basis since its listing on the AIM Market. The Board is responsible for overall strategy, reviewing management accounts, approval of major capital expenditure projects and consideration of significant financing matters.

 

Internal control

 

The Board meets formally on a regular basis to review issues requiring formal discussion. All significant business decisions are discussed and sanctioned by the Board.

 

The Board as a whole appoints new Directors.

 

The Board of Directors is responsible for the maintenance of the Group's internal financial control and for reviewing its effectiveness. There are inherent limitations in all systems of internal financial control and, therefore, the systems adopted can only provide reasonable, not absolute, assurance with respect to the preparation of financial information and the safeguarding of assets.

 

The Group operates a comprehensive budgeting, forecasting and financial reporting system. Management accounts are promptly prepared on a monthly basis and presented at Board meetings. Any variances are examined in detail.

 

The Board has established control procedures for all key financial areas of the business, which enable the Board to maintain full and effective control. These controls include procedures for seeking and obtaining approval for major transactions and controls relating to the safeguarding of assets.

 

Relations with shareholders

                

The Board attaches great importance to maintain a good relationship with shareholders. The Board regards the annual general meeting as a good opportunity to communicate directly with investors who are encouraged to make inquiries to officers of the Company.

 

The Group encourages dialogue with all shareholders whether private or institutional and responds quickly to all queries.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REMUNERATION COMMITTEE REPORT

The Directors have applied the principles of Good Corporate Governance relating to the Directors' remuneration as described below.

 

Remuneration Committee

 

The Remuneration Committee comprises Chong Cao and Nicholas Lyth, both of whom are independent Non-Executive Directors of the Company.

 

Pursuant to the terms of reference of the Remuneration Committee, the Remuneration Committee shall, inter alia:

-     ensure that the Executive Directors are fairly rewarded for their individual contributions to the overall performance of the Company;

-     consider the remuneration packages of the Executive Directors and any recommendations made by the Chief Executive Officer for changes to their remuneration packages including in respect of bonuses (including associated performance criteria), other benefits, pension arrangements and other terms of their service contracts and any other matters relating to the remuneration of or terms of employment applicable to the Executive Directors that may be referred to the Remuneration Committee by the Board;

-     oversee and review all aspects of any share option schemes adopted by the Company including the selection of eligible Directors and other employees and the terms of any options granted;

-     demonstrate to the Company's shareholders that the remuneration of the Executive Directors is set by an independent committee of the Board; and

-     consider and make recommendations to the Board about the public disclosure of information about the Executive Directors' remuneration packages and structures in addition to those required by law or by the London Stock Exchange.

 

The Chairman of the Remuneration Committee formally reports to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

 

The Remuneration Committee is authorised to:

-     investigate any activity within its terms of reference;

-     seek any information it requires from any employee of the Company;

-     assess the remuneration paid by other UK listed companies of a similar size in any comparable industry sector and to assess whether changes to the Executive Directors remuneration is appropriate for the purpose of making their remuneration competitive; and

-     obtain, at the Company's expense, outside legal or other independent professional advice and to secure the attendance of such persons to meetings as it considers necessary and appropriate.

 

Share Options

 

The Directors have established the Taihua Unapproved Option Scheme.

 

The details of the unapproved share option awards during the period under review are reflected within the Directors' Report.

 

Vesting of the share options awarded to Directors under the Taihua Unapproved Share Option Scheme is not subject to performance conditions.

 

 

 

 

 

Chong Cao

Chairman, Remuneration Committee

 

30 June 2016

 

 

 

 

 

 

 

 

AUDIT COMMITTEE REPORT

The Directors have applied the principles of good corporate governance relating to external audit as described below.

 

Audit Committee

 

Audit Committee meetings are held as required. The Audit Committee comprises Nicholas Lyth and Chong Cao, both of whom are independent Non-Executive Directors of the Company. The Audit Committee has unrestricted access to the Group's external auditors. The Audit Committee meets twice in every year and any other time as required by either the Chairman of the Audit Committee, or the external auditors of the Company. In addition, the Audit Committee meets with the external auditors of the Company (without any of the executives attending) at least once a year.

 

Pursuant to the terms of reference of the Audit Committee, the Audit Committee shall, inter alia:

-     monitor the financial reporting and internal control principles of the Company;

-     maintain appropriate relationships with the external auditor including considering the appointment and remuneration of the external auditors;

-     review all financial results of the Company, including all announcements in respect thereof before submission of the relevant documents to the Board;

-     review and discuss (where necessary) any issues and recommendations of the external auditor including reviewing the external auditor's management letter and management's response;

-     consider all major findings of internal operational audit reviews and management's response to ensure co-ordination between the internal auditor and the external auditors; and

-     review the Board's statement on internal reporting systems and keep the effectiveness of such systems under review.

 

The Audit Committee is authorised to:

-     investigate any activity within its terms of reference;

-     seek any information it requires from any employee of the Company; and

-     obtain, at the Company's expense, outside legal or other independent professional advice and to secure the attendance of such persons at meetings as it considers necessary and appropriate.

 

 

 

 

 

Nicholas Lyth

Chairman, Audit Committee

 

30 June 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF TAIHUA PLC

 

We have audited the financial statements of Taihua plc for the year ended 31 December 2015 which comprise the Consolidated and parent company statement of comprehensive income, the Consolidated and parent company statements of financial position, the Consolidated and parent company statements of changes in equity, the Consolidated and parent company statements of cash flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

Respective responsibilities of Directors and Auditors

As explained more fully in the Statement of responsibilities of those charged with governance in the Directors' Report, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

 

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the APB's website at www.frc.org.uk/auditscopeukprivate

 

Basis for Qualified Opinion

 

With respect trade receivables of RMB41.71million, the audit evidence available to us was limited because we have not been able to confirm a significant balance of RMB9.69million (net of a provision of RMB6.06million) directly with the customer, nor have we been able to carry out alternative procedures within our audit time schedule. Therefore, we were unable to obtain sufficient appropriate audit evidence regarding the existence and valuation of these trade receivables.

 

Qualified Opinion

 

In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:

 

·      give a true and fair view of the state of the Group's and of the parent company affairs as at 31 December 2015 and of the Group's and the parent company's loss for the year then ended;

·      have been properly prepared in accordance with IFRSs as adopted by the European Union; and

·      have been prepared in accordance with the requirements of the Companies Act 2006.

 

Opinion on other matters prescribed by the Companies Act 2006

In our opinion the information given in the Directors' Report and the Strategic Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

 

Matters on which we are required to report by exception

In respect solely of the limitation of our work relating to trade receivables, described above:

 

·              we have not received all the information and explanations we require for our audit; and

·              we were unable to determine whether adequate accounting records had been kept.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

·              returns adequate for our audit have not been received from branches not visited by us; or

·              the Group financial statements are not in agreement with the accounting records and returns; or

·              certain disclosures of directors' remuneration specified by law are not made.

 

Emphasis of matter - Going concern

 

In forming our opinion on the financial statements, which is qualified as described above, we have considered the adequacy of the disclosure made in Directors' report and Note 2(c) to the financial statements concerning the company's ability to continue as a going concern. The Group incurred a net loss of RMB30.65million during the year ended 31 December 2015. The Group's operation is currently relying on cash in bank, collection from receivables, and potential bank borrowings. These conditions, together with the other matters explained in Note 2(c) to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue in operation.

 

 

 

 

 

 

 

Julie Wilson (Senior Statutory Auditor)

For and on behalf of UHY Hacker Young

Chartered Accountants

Statutory Auditor

 

Quadrant House

4 Thomas More Square

London E1W 1YW

 

30 June 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TAIHUA PLC

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

 


Note


2015


2014


    



RMB'000


RMB'000


 







Revenue

5


34,229


50,948









Cost of sales  



(27,363

)

(37,336

)








Gross profit



6,866


13,612









Impairment loss on biological assets

12


(4,387

)

388









Other income

5


1,499


1,728









Selling expenses



(4,275

)

(6,118

)








General and administrative expenses



(29,867

)

(3,026

)








(Loss)/profit before income tax

6


(30,164

)

6,584









Income tax expense

7(a)


(484

)

(2,082

)








(Loss)/profit for the year



(30,648

)

4,502









Other comprehensive income :-














Items that may be classified subsequently to profit or loss :-














Exchange differences arising on translation of

  financial statements of foreign operations



 

(204

 

)

 

473









Other comprehensive (loss)/income for the year



(204

)

473









Total comprehensive (loss)/income for the year



(30,852

)

4,975









(Loss)/profit attributable to :














Equity holders of the parent company



(30,648  

)

4,502









Total comprehensive (loss)/income attributable to :














     Equity holders of the parent company



(30,852

)

4,975









(Loss)/earnings per share :














     Basic (RMB per share)

8


(0.375

)

0.055









     Diluted (RMB per share)



(0.375

)

0.055



TAIHUA PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

 

Note

 

2015

 

2014

 

ASSETS

 

 

RMB'000

 

RMB'000

 

Non-current assets

 

 

 

 

 

 

Property, plant and equipment

9

 

23,068

 

2,575

 

Prepaid lease payments

10

 

47,550

 

50,500

 

Land use rights

11

 

1,331

 

1,369

 

Biological assets

12

 

-

 

4,387

 

Intangible assets

13

 

-

 

-

 

       Deferred tax assets

7(b)

 

-

 

306

 

 

 

 

71,949

 

59,137

 

Current assets

 

 

 

 

 

 

Inventories

14

 

14,449

 

10,592

 

Trade receivables

15

 

41,319

 

54,722

 

Other receivables

16

 

50

 

465

 

Deposits and prepayments

17

 

3,856

 

2,715

 

Cash and cash equivalents  

19

 

8,354

 

46,876

 

 

 

 

68,028

 

115,370

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

139,977

 

174,507

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Trade payables

20

 

2,012

 

1,281

 

Receipts in advance

 

 

4,167

 

987

 

Accrued expenses and other payables

21

 

10,788

 

15,814

 

Amount due to a related company

18

 

1,109

 

1,107

 

Amount due to a shareholder

22

 

7,468

 

8,001

 

Amounts due to directors

23

 

598

 

26

 

Income tax payable

 

 

65

 

2,669

 

 

 

 

26,207

 

29,885

 

 

 

 

 

 

 

 

Net current assets

 

 

41,821

 

85,485

 

 

 

 

 

 

 

 

NET ASSETS

 

 

113,770

 

144,622

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

Capital and reserves attributable to

 

 

 

 

 

 

Equity holders of the company

 

 

 

 

 

 

Share capital

24

 

12,357

 

12,357

 

Other reserves

25

 

19,417

 

19,621

 

Retained profits

 

 

81,996

 

112,644

 

 

 

 

 

 

 

 

TOTAL EQUITY 

 

 

113,770

 

144,622

 

 

The consolidated financial statements were approved and authorised for issue by the Board of Directors on 30 June 2016.

 

 

 

.................................                                                               ..................................

Mr Yunwu Liu                                                                          Mr Mingjian Yin

Director                                                                                     Director


TAIHUA PLC

CONSOLIDATED STATEMENT OF CHANGES in EQUITY

 














Foreign











Merger




Reverse


General


Enterprise


currency


Share







Share


relief


Share


acquisition


reserve


expansion


translation


options


Retained





capital


reserve


premium


reserve


fund


fund


reserve


reserve


profits


Total



RMB'000


RMB'000


RMB'000


RMB'000


RMB'000


RMB'000


RMB'000


RMB'000


RMB'000


RMB'000























At 1 January 2014

12,357


64,364


4,783


(63,408

)

9,297


4,648


(1,030

)

494


108,142


139,647























Profit for the year

-


-


-


-


-


-


-


-


4,502


4,502


Other comprehensive income

-


-


-


-


-


-


473


-


-


473























Total comprehensive income





















  for the year

-


-


-


-


-


-


473


-


4,502


4,975























At 31 December 2014

12,357


64,364


4,783


(63,408

)

9,297


4,648


(557

)

494


112,644


144,622























At 1 January 2015

12,357


64,364


4,783


(63,408

)

9,297


4,648


(557

)

494


112,644


144,622























Loss for the year

-


-


-


-


-


-


-


-


(30,648

)

(30,648

)

Other comprehensive loss

-


-


-


-


-


-


(204

)

-


-


(204

)






















Total comprehensive loss





















  for the year

-


-


-


-


-


-


(204

)

-


(30,648

)

(30,852

)






















At 31 December 2015

12,357


64,364


4,783


(63,408

9,297


4,648


(761

)

494


81,996


113,770



CONSOLIDATED STATEMENT OF CASH FLOWS

 

 


2015


2014



RMB'000


RMB'000


Cash flows from operating activities





     Operating (loss)/profit

(30,164

)

6,584


     Adjustments for :-





          Increase in/(reversal of) allowance for bad debts

25,964


(188

)

          Amortisation of prepaid lease payments

2,950


2,950


          Amortisation of land use rights

38


39


          Depreciation

282


261


          Loss/(gain) arising on revaluation of biological assets

4,387


(388

)

          Provision for impairment of property, plant and equipment

510


-


          Change in fair value of harvested products

-


564


          Interest income

(1,465

)

(1,540

)

          Provision for write-down of inventories

528


1,908







     Operating cash flows before working capital changes

3,030


10,190


     (Increase)/decrease in inventories

(4,385

)

(2,580

)

     (Increase)/decrease in trade receivables

(10,966

)

3,520


     (Increase)/decrease in other receivables

166


234


     (Increase)/decrease in deposits and prepayments

(2,487

)

76


     Increase/(decrease) in trade payables

731


(955

)

     Increase/(decrease) in receipts in advance  

3,180


805


     Increase/(decrease) in accrued expenses and other payables

(5,026

)

1,051


     Increase/(decrease) in amount due to a related company

2


-


     Increase/(decrease) in amount due to a shareholder

(533

)

701


     Increase/(decrease) in amounts due to directors

572


-







     Cash (used in)/generated from operations

(15,716

)

13,042


     Interest received

1,465


1,540


     Profits tax paid

(2,782

)

(1,901

)






Net cash (used in)/generated from operating activities

(17,033

)

12,681







Cash flows from investing activity





     Purchase of property, plant and equipment

(21,285

)

(790

)






Net cash used in investing activity    

(21,285

)

(790

)






Net (decrease)/increase in cash and cash equivalents

(38,318

)

11,891







Cash and cash equivalents as at 1 January

46,876


34,512







Effect of foreign exchange change  

(204

)

473







Cash and cash equivalents as at 31 December

8,354


46,876


Analysis of the balances of cash and cash equivalents





     Cash and bank balances

8,354


46,876


 


 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1.         GENERAL INFORMATION

 

Taihua Plc (the "Company") was incorporated and registered in England and Wales on 29 August 2006 under the Companies Act 1985 as a public company limited by shares with the name "China Natural plc" with registered number 05918155. On 8 September 2006, the Company changed its name to "Taihua plc".  The address of the registered office is 4 Harefield Place, St Albans, Hertfordshire AL4 9JQ, U.K., and the principal place of business is Room 201, Unit 3, No. 16 Zhong Hua, ShiJiCheng, FuZeYuan, 239 KeJi Road, Hi-tech Zone, Xi An, 710077, People's Republic of China (the "PRC").

 

The Company is an investment holding company and its subsidiaries are principally engaged in the manufacturing and sales of pharmaceutical products. The consolidated financial statements are presented in Renminbi ("RMB"), the currency of the primary economic environment in which the trading company operates (note 3(r)).

 

 

2.         Basis of preparation

 

(a)        Compliance with International Financial Reporting Standards

 

The consolidated financial statements of the Company and its subsidiaries undertakings (the "Group") and the individual financial statements of the Company have been prepared in accordance with those International Financial Reporting Standards and Interpretations in force ("IFRSs"), as adopted by the European Union, and those parts of the Companies Act 2006 applicable to companies preparing financial statements under IFRSs.

 

The preparation of these financial statements in conformity with IFRSs also requires the use of certain critical accounting estimates.  It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement and complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4 "Critical accounting estimates and judgements".

 

(b)        Basis of consolidation

 

The consolidated financial statements include the financial statements of the Company and all of its subsidiaries undertakings as at 31 December 2015 using the acquisition method of accounting. The results of subsidiary undertakings acquired or disposed of during the year are included in the consolidated statement of profit or loss from the effective date of acquisition or up to the effective date of disposal, as appropriate.

 

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

 


The acquisition of China Natural Pharmaceutical Limited ("CNP") by the Company on 26 September 2006 has been accounted for as a reverse acquisition in accordance with IFRS 3 "Business Combinations".

 

The Company became the legal parent of CNP by way of share exchange agreement.  According to the share exchange agreement, the shareholders of CNP transferred the entire issued share capital of CNP to the Company in consideration for 73,390,800 ordinary shares of GBP 0.01 each.  This business combination is regarded as a reverse acquisition whereby CNP, the legal subsidiary, is the acquirer and has the power to govern the financial and operating policies of the legal parent so as to obtain benefits from its activities.

 

 (c)          Going concern

 

              The financial statements have been prepared assuming the Group will continue as a going concern.

 

              During the year ended 31 December 2015, the Group made a loss of RMB30.65milliom, which includes a provision on trade and other receivables and payments in advance of RMB25.96million. At the year-end date, the Group had net assets of RMB113.77million (2014: RMB144.62million), of which RMB8.35million (2014: RMB46.88million) was cash in bank with no restriction for use.

 

              The Group has a cash balance of RMB14.9million at 31 May 2016.

  

The Directors consider that the Group has adequate resources, including the potential to obtain bank borrowings (normally available to the extent of 50% of the market value of land and buildings) by giving a bank security over the Group's buildings (net book value of RMB19.44million), to continue in operational existence for the foreseeable future. However, no arrangements have been made to obtain bank borrowings, and taken together with the uncertainty of the industry and economic slowdown in P.R. China, this means that the operations of the Group currently are relying on cash in bank and collection from receivables, which gives uncertainty regarding the Group's ability to continue as a going concern.

 

              The financial statements do not include the adjustments that would result if the Group was unable to continue in operation.

 

(d)           International Financial Reporting Standards in issue but not yet effective

 

The Group has adopted all relevant standards effective for accounting periods beginning on or after 1 January 2015. As at end of the reporting year, the Group has not adopted the following standard as it is either not effective or not applicable to the Group's business.

 

Standards, amendments and interpretations (not yet endorsed by EU at 8 June 2016)

-               IFRS 9 Financial Instruments (July 2014)

-               IFRS 14 Regulatory Deferral Accounts (January 2014)

-              IFRS 15 Revenue from Contracts with Customers (May 2014) including amendments to IFRS 15: Effective date of IFRS 15 (September 2015)

-               IFRS 16 Lease (January 2016)

-              Amendments to IFRS 10, IFRS 12 and IAS 28: Investment Entities - Applying the Consolidation Exception (December 2014)

-              Amendments to IFRS10 and IAS 28: Sales or Contribution of Assets between an Investor and its Associate or Joint Venture (September 2014)

-              Amendments to IAS 12: Recognition of Deferred Tax Assets for Unrealised Losses (January 2016)

-               Amendments to IAS 7: Disclosure Initiative (January 2016)

-               Clarifications to IFRS 15 Revenue from Contracts with Customers (April 2016)

-              Amendments to IAS 27: Equity Method in Separate Financial Statements (August 2014) - EU effective date 1 January 2016

-              Amendments to IAS 1: Disclosure Initiative (December 2014) - EU effective date 1 January 2016

-              Annual Improvements to IFRSs 2012-2014 Cycle (September 2014) - EU effective date 1 January 2016

-              Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortisation (May 2014) - EU effective date 1 January 2016

-              Amendments to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations (May 2014) - EU effective date 1 January 2016

-              Amendments to IAS 16 and IAS 41: Bearer Plants (Jun 2014) - EU effective date 1 January 2016

 

 

 (d)          International Financial Reporting Standards in issue but not yet effective (cont'd)

 

There are no other standards, amendments and interpretations in issue but not yet adopted that the directors anticipate will have material effect on the reported income or net assets of the Group.

 

3.         SIGNIFICANT ACCOUNTING POLICIES

 

The significant accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

 

(a)        Subsidiaries

 

Subsidiaries are entities controlled by the Group.  The Group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.  When assessing whether the Group has power, only substantive rights (held by the Group and other parties) are considered.

 

Details of the subsidiaries of the Company at 31 December 2015 are as follows:

 






Percentage of equity holding held by the Company


Proportion of voting power held


 


Name of

Place of

Registered


Directly


Indirectly



Principal


subsidiary

establishment

capital


%


%


%

activities













China Natural   Pharmaceutical  Limited ("CNP")

BVI

US$1,000


100


-


100

Intermediate

  holding

  company













Taihua Natural Plant

Pharmaceutical Company Limited

("TNP")

The PRC

HK$10,500,000


-


100


100

Production and   sales of  pharmaceutical

  drugs

 

 

(b)        Revenue recognition 

 

Revenue from sales of goods is recognised when the significant risks and rewards of ownership of goods have been transferred to the buyer and measured at the fair value of the consideration received or receivable.  Where a period of extended credit is given such that the time value of money is material the amounts receivable are discounted using prevailing market interest rates.  The unwinding of this discount is recognised as interest on trade receivables and presented within other revenue.

 

Interest income is recognised on an effective interest basis.

 

(c)        Segment reporting

 

Operating segments, and the amounts of each segment item reported in the financial statements, are identified from the financial information provided regularly to the Group's most senior executive management for the purposes of allocating resources to, and assessing the performance of, the Group's various lines of business and geographical locations.

 

Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics and are similar in respect of the nature of products and services, the nature of production processes, the type or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory environment. 

      

(d)        Property, plant and equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.

 

Depreciation of property, plant and equipment is calculated on the straight-line basis to write off the cost of each asset to its estimated residual value over its estimated useful life.  The estimated useful lives of property, plant and equipment are as follows:

 

            Buildings                                               20 - 40 years

            Plant and machinery                              5 - 8 years

            Furniture, fixtures and equipment             5 - 10 years

            Motor vehicles                                       5 years

 

Construction in progress represents property, plant and equipment under construction or pending installation, and is stated at cost less impairment losses. The cost of self-constructed items of property, plant and equipment includes the cost of materials, direct labour, the initial estimate, where relevant, of the costs of dismantling and removing the items and restoring the site on which they are located, and an appropriate proportion of production overheads and borrowing costs.

 

Capitalisation of these costs ceases and the construction in progress is transferred to property, plant and equipment when the asset is substantially completed and ready for its intended use.


No depreciation is provided in respect of construction in progress until it is substantially completed and ready for its intended use.

 

 

(e)        Land use rights

 

Land use rights represent operating lease payments paid to the PRC government authorities and a local cooperative for rights of 20 to 60 years.

 

Land use rights are stated at cost less accumulated amortisation and impairment losses.  Land use rights are amortised using the straight-line basis over the unexpired period of the rights.

 

(f)         Impairment of assets

 

Where an indication of impairment exists, or when annual impairment testing for an asset is required, recoverable amount is estimated.  The recoverable amount is calculated as the higher of the asset's or cash-generating unit's value in use and its fair value less costs to sell, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, recoverable amount is determined for the cash-generating unit to which the asset belongs.

 

An impairment loss is recognised if the carrying amount of an asset exceeds its recoverable amount. 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.  An impairment loss is charged to profit or loss in the period in which it arises.

 

(g)        Biological assets

 

A biological asset is defined as a living plant managed by an enterprise which is involved in the agricultural activity of the transformation of biological assets for sale, into agricultural produce, or into additional biological assets.

 

The fair values of Chinese Yew tree biological assets are based on the present value of expected net cash flows from the trees discounted at a current market-determined pre-tax rate (the "Valuation Methodology").

 

In the absence of an active open market, self-bred seedlings are stated at cost at the end of the reporting period and will be transferred to the category of infant trees upon transfer from the nursery to the plantation at their carrying value.

 

A gain or loss arising on initial recognition of biological assets at fair value less estimated harvesting and initial processing costs is recognised in profit or loss.

 

Agricultural produce harvested from the Group's biological assets is transferred to inventories at its deemed cost.  The fair value of agricultural produce is based on market prices of Chinese Yew output from third party suppliers.

 

The biological assets growing on land that is occupied under an operating lease should be considered as biological assets where such living plant have a productive life that falls within the length of the operating leases. Accordingly shorter life plants cultivated on land utilised in accordance with an operating lease, are recognised as biological assets, and carried at fair value.

 

 

(h)        Intangible assets

 

Intangible assets are stated in the consolidated statement of financial position at cost less accumulated amortisation and any impairment losses (see note 3(f)).

 

Amortisation of intangible assets is charged to profit or loss on a straight-line basis over the assets' estimated useful lives unless such lives are indefinite. Intangible assets represent non-patented technical know-how, which are amortised over their estimated useful lives.

 

(i)         Inventories

 

Inventories are stated at the lower of cost and net realisable value.  Cost is determined on the weighted average basis and, in the case of work in progress and finished goods, cost comprises direct materials, direct labour, and an appropriate proportion of overheads.

 

Net realisable value is based on estimated selling price less all further costs expected to be incurred to completion and disposal.

 

(j)         Trade and other receivables

 

Trade receivables are measured at amortised cost using the effective interest method less allowances for impairments in respect of doubtful debts. An estimate for doubtful debts is made when there is objective evidence of impairment.

 

Other receivables, deposits and prepayments, and amounts due from related companies are recognised and carried at cost less allowance for any uncollectible amounts.

 

(k)        Trade and other payables

 

Liabilities for trade and other payables which are normally settled on credit term of 180 days are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the Group.

 

Trade and other payables are not discounted as the time value of money in respect of these liabilities is not considered material.

 

(l)         Provisions

 

A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.

 

When the effect of discounting is material, the amount recognised for a provision is the present value at the end of the reporting period of the future expenditure expected to be required to settle the obligation. The increase in the discounted present value amount arising from the passage of time is included in finance costs in profit or loss.

 

(m)       Loans and borrowings

 

All loans and borrowings, which are interest-bearing, are initially recognised at cost, being the fair value of the consideration received net of issue costs associated with borrowing, and are subsequently measured at amortised cost using the effective interest rate method.  Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement.

 

Gains and losses are recognised in net profit or loss when liabilities are derecognised, as well as through the amortisation process.

 

(n)        Borrowing costs

 

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets (that is, assets that necessarily take a substantial period of time to get ready for their intended use), are capitalised as part of the cost of those assets.  Capitalisation of such borrowing costs ceases when the assets are substantially ready for their intended use.

 

Other borrowing costs are recognised as expenses in the period in which they are incurred.

 

(o)        Operating leases

 

Leases where substantially all the rewards and risks of ownership of asset remain with the lessor are accounted for as operating leases.  Rentals applicable to such operating leases are charged or credited to profit or loss on a straight-line basis over the lease terms.

 

(p)        Research and development costs

 

Research and development costs are expensed as incurred.

 

An intangible asset would be recognised for certain development expenditure if applicable conditions were met, but to date all such expenditure has been expensed as incurred.

 

(q)        Retirement benefits

 

Obligatory retirement benefits in the form of contribution under a defined contribution retirement schedule administered by local government agencies are charged to profit or loss as incurred.

 

(r)         Foreign currency translation

 

The functional currency and the presentation currency of the Company are GBP and RMB respectively.

 

The functional currency of TNP is Renminbi ("RMB"), and the audited financial statements of TNP have been drawn up in RMB. As sales and purchases are denominated primarily in RMB and receipts from operations are usually retained in RMB, the Directors are of the opinion that RMB reflects the economic substance of the underlying events and circumstances relevant to the Group.  Monetary assets and liabilities maintained in currencies other than RMB are translated into RMB at the approximate rates of exchange ruling at the end of the reporting period, differences on translation of monetary assets and liabilities are recognised in profit or loss.  Transactions in currencies other than RMB are translated at rates ruling on the transaction dates.

 

For the purposes of presenting the consolidated financial statements, the assets and liabilities of the Company and CNP, the Group's foreign operations, are translated into the presentation currency of the Group (i.e. RMB) at the rate of exchange prevailing at the end of the reporting period, and their income and expenses are translated at the average exchange rates for the year, unless exchange rates fluctuate significantly during the period, in which case, the exchange rates prevailing at the dates of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated as a separate component of equity (the foreign currency translation reserve). Such exchange differences are recognised in profit or loss in the period in which the foreign operation is disposed of.

 

The financial statements of the Company and CNP have been translated from GBP and HKD to RMB at the following exchange rates:

 

                                             Year-end rates                       Average rates

 

31 December 2015                  £1 = RMB9.6076                     £1 = RMB9.5020

                                             HKD1 = RMB0.8372                HKD1 = RMB0.8020

 

(s)        Income tax

 

Income tax comprises current and deferred tax.  Current income tax is calculated based on the results for the year, adjusted for items which are not assessable or are disallowed.

 

Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.  Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted at the end of the reporting period.

 

Deferred tax liabilities are recognised for all taxable temporary differences.  Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, carry-forward of unused tax assets and unused tax losses can be utilised.

 

The Group does not recognise deferred tax liabilities, or deferred tax assets, on temporary differences associated with investments in subsidiaries where the parent company is able to control the timing of the reversal of the temporary differences and it is not considered probable that the temporary differences will reverse in the foreseeable future.

 

(t)         Share-based payments

 

The cost of granting share options and other share-based remuneration to employees and Directors is recognised in profit or loss on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest. These share-based payments are measured at fair value at the date of grant by use of the option pricing model known as the Black-Scholes formula using assumptions deemed to be consistent with the price which the incentive might have been worth if it was traded in the open market.

 

For equity-settled transactions with non-employees, the costs are recognised in profit or loss (or where they relate to issue costs, taken against the share premium account if appropriate) with measurement normally based on the fair value of goods or services received.

 

(u)        Cash and cash equivalents

 

Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks, and short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

 

 (v)        Related parties

 

For the purposes of these consolidated financial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals (being members of key management personnel, significant shareholders and/or their close family members) or other entities and include entities which are under the significant influence of related parties of the Group where those parties are individuals, and post-employment benefit plans which are for the benefit of employees of the Group or of any entity that is a related party of the Group.

 

4.         CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

 

In the process of applying the Group's accounting policies, management make various estimates and judgements (other than those involving estimates) based on past experience, expectations of the future and other information. The key sources of estimation uncertainty and the critical judgements that can significantly affect the amounts recognised in the financial statements are:

 

Critical judgement

 

Forsythia plantation and prepaid lease agreements

Management has considered whether the prepaid lease arrangements described in note 10 should be classified as operating or finance leases. Although 20 years is an extended period of time, land has an indefinite useful life, and accordingly the lease term can reasonably be seen as less than the major part of the economic life of the underlying land. At the end of the lease all rights in the land revert to the lessor. Taking these factors into account, management has concluded that it does not enjoy substantially all the risks and rewards incidental to ownership of the land, and has concluded that these arrangements should be accounted for as operating leases.

 

Biological assets

Management has considered whether biological assets that are growing on land that is occupied under an operating lease should also be recognised as biological assets in the group's accounts in accordance with the requirements of IAS 41. Management has concluded that where plants have a productive life that falls within the length of the operating leases, the assets can be properly said to be controlled by the Group, and accordingly shorter life plants cultivated on land utilised in accordance with an operating lease, are recognised as biological assets, and carried at fair value.

 

However, where the Group benefits from harvesting plants that has a useful life in excess of the length of the operating lease applying to the underlying land, management has concluded that it does not control the assets and accordingly does not recognise the land owner's biological assets in the Group's consolidated statement of financial position. 

 

Consistent with these judgments, agricultural produce harvested from the landowner's biological assets is considered to be outside of the scope of IAS 41 and is recognised at cost. (Whereas agricultural produce from the Group's recognised biological assets is recognised at the point of harvest at fair value less costs to sell, in accordance with IAS 41). 

 

Key Sources of Estimation Uncertainty

 

Fair Value of Biological Assets

Management estimates the current market prices less estimated harvesting and initial processing costs of biological assets at the end of the reporting period with reference to market prices.  Management considers that there is presently an absence of effective financial instruments for hedging against the pricing risks with the underlying agricultural produce. Unexpected volatility in market prices of the underlying agricultural produce could significantly affect the fair values of these biological assets and result in fair value re-measurement changes in future accounting periods.

 

Further details on assumptions used and the sensitivity of the fair value of those assumptions are within note 12.

 

Depreciation of property, plant and equipment

Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives, after taking into account their estimated residual values. The determination of the useful lives and residual values involves management's estimation. The Group assesses annually the residual values and the useful lives of the property, plant and equipment and if the expectation differs from the original estimate, such a difference may impact the depreciation in the year the estimate is changed and the future period.

 

Amortisation of intangible assets

Amortisation is charged to profit or loss on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite.

 

Intangible assets represent non-patented technical know-how, which is amortised over its definite useful lives.

 

Allowance for bad and doubtful debts

The Group makes provision for impairment of trade and other receivables based on an assessment of the recoverability of trade and other receivables. Provisions are applied to trade and other receivables where there is objective evidence that indicates the balances may not be collectible. The identification of doubtful debts requires the use of judgement and estimates based on the credit history of the customers or debtors and the current market conditions.  Where the expectation is different from the original estimate, such difference will impact the carrying amount of receivables and impairment allowance in the period in which such estimate has been changed.

 

Allowance for inventories

The management of the Group reviews an ageing analysis at the end of each reporting period, and makes allowance for obsolete and slow-moving inventory items identified that are no longer suitable for use in production. The management estimates the net realisable value for such finished goods based primarily on the latest invoice prices and current market conditions. The Group carries out an inventory review on a product-by-product basis at the end of each reporting period and makes allowances for obsolete items.

 

Income tax expense

The Group is subject to income tax in the PRC. There are certain transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business.  Where the final tax outcome on these matters is different from the amounts that were initially recorded, such differences will impact the current income tax and deferred tax provisions in the period in which such determination is made.

 

5.         REVENUE AND OTHER INCOME

 

Revenue on sale of goods represents the fair value of consideration received or receivable, net of value added tax ("VAT"), consumption tax ("CT") and other sales taxes and additional levy, after allowances for goods returns and trade discounts.

 

An analysis of the Group's revenue and other income is set out below:

 



2015


2014




RMB'000


RMB'000









Revenue

34,229


50,948



 

Other income






     Interest on trade receivables

1,388


1,415



     Interest income

77


125



     Exchange gain

34


-



     Reversal of impairment loss on trade receivables

-


188










1,499


1,728


 

6.

 

(LOSS)/PROFIT BEFORE INCOME TAX

 

2015



 

2014




RMB'000



RMB'000










(Loss)/profit before income tax is arrived at after charging/(crediting) :-














Auditors' remuneration







  - Fees payable to the Company's auditor for the audit of the







       Company's financial statements

190



202



  - Fees payable to the Company's auditor and its associates







       for other services







  - Other services charge pursuant to legislation

-



51



Operating lease payments

143



220



Directors' remuneration (plc)







  - Salaries

704



836



  - Pension scheme costs

96



128




800



964



Other staff costs







  - Salaries

1,510



1,491



  - Pension scheme costs

624



629




2,134



2,120



Depreciation

282



261



Amortisation of prepaid lease payments

2,950



2,950



Amortisation of land use rights

38



39



Provision for impairment of property, plant and equipment

510



-



Provision for write-down of inventories

528



1,908



Increase in allowance for other receivables

249



15



Increase in allowance for prepayment

1,346



-



Increase in/(reversal of) allowance for trade receivables

24,369



(203

)

 

In addition to the auditors' remuneration disclosed above, fees of RMB261K (2014: RMB261K) were payable to PKF Hong Kong.

 

The average monthly number of employees (including Executive Directors) for the year for each of the Group's principal divisions was as follows:

 



2015


2014









Sales representatives

11


32



Production and quality control

29


29



Administration department

14


15



Plantation area

1


1










55


77


 



 

7.         Income tax expense

 

(a)        TNP is subject to PRC enterprise income tax at the rate of 25% on its assessable profits being the main operating subsidiary for the years ended 31 December 2014 and 2015. A unified income tax rate has been set at 25% for all enterprise within the Group.

 

Income tax expense in the consolidated statement of profit or loss represents:

 



2015


2014




RMB'000


RMB'000



Current tax :-






     Provision for the year

178


2,588



     Under-provision in respect of prior year

-


21










178


2,609









Deferred tax - Note 7(b)






      Origination and reversal of temporary differences

306


(527

)








Income tax expense

484


2,082


 

The income tax expense of the Group's (loss)/profit before income tax differs from the theoretical amount that would arise using the tax rate applicable to (loss)/profit of the Group as follows :-

 



2015


2014




RMB'000


RMB'000









(Loss)/ profit before income tax

(30,164

)

6,584









Income tax based on the PRC statutory tax rate of 25%

(7,541

)

1,646



Tax effect of non-taxable income

(163

)

(2

)


Tax effect of non-deductible expenses

6,404


-



Tax effect of unrecognised temporary differences

1,097


-



Tax effect of unrecognised tax losses

381


417



Reversal of deferred tax - Note 7(b)

306


-



Under-provision in respect of prior year

-


21









Income tax expense

484


2,082


 

 

 

(b)          Deferred tax (asset)/liability recognised by the Group and movements thereon during the current and prior years are as follows:



Fair value


Change in  


  






gain of


fair value of


Other




 



biological


harvested


timing




 



assets


products


Differences


Total


 



RMB'000


RMB'000


RMB'000


RMB'000


 











 


At 1 January 2014 as restated

934


147


(860

)

221


 


Charged/(credited) to profit or loss for the year 

 

97


 

(147)

 

 

 

(477

)

 

(527

 

)

 











 


At 31 December 2014

1,031


-


(1,337

)

(306

)

 


And at 1 January 2015









 


(Credited)/charged to profit or loss for the year  - Note 7(a)

(1,031)

 


-

 


1,337

 


306

 


 











 


At 31 December 2015

-


-


-


-


 

 

(c)        The components of unrecognised temporary differences are as follows:-

 



2015


2014




RMB'000


RMB'000



Deductible temporary differences






-   Unused tax losses - Note 7(c)(i)

16,112


14,589



-   Provision - Note 7(c)(ii)

24,962


-










41,074


14,589



Taxable temporary difference






-   Investment in subsidiaries - Note 7(c)(iii)

(81,892

)

(81,224

)









(40,818

)

(66,635

)

 

i. It represents the maximum benefit from unutilised tax losses of Taihua plc and China Natural Pharmaceutical Limited, which can be carried forward to offset against future taxable profits. The deferred tax assets of RMB3,222K (2014: RMB2,918K) relating to the tax losses have not been recognised as it is not certain whether the potential taxation benefit will be realised in the foreseeable future. All unutilised tax losses in Taihua plc and China Natural Pharmaceutical Ltd can be carried forward indefinitely.

 

ii. It represents the impairment loss on property, plant and equipment, write-down value of inventories and provision for trade and other receivables in the Group. No deferred tax asset has been recognised as there is no certainty that future taxable profit would be available, against which the temporary difference can be utilised.

 

iii.      It represents the aggregate amount of temporary differences associated with investments in subsidiaries for which deferred tax liabilities have not been recognised was RMB8,189K (2014: RMB8,122K). These differences arise on the profits retained by those subsidiaries that would be subject to withholding taxes if dividends were paid to their parent companies. Deferred tax has not been recognised in the consolidated statements of financial position as the Group is in a position to control the timing of the reversal of these temporary differences and it is probable that such differences will not reverse in the foreseeable future.

 

 

 

8.         (LOSS)/EARNINGS PER SHARE

 

Basic (loss)/earnings per share

 

Basic (loss)/earnings per share is calculated by dividing the (loss)/profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.




2015


2014









     (Loss)/profit attributable to equity holders of

    






       the Company (RMB'000)



(30,648

)

4,502









     Weighted average number of ordinary







      shares in issue (thousands)


81,737


81,737









(Loss)/earnings per share (RMB per share)


(0.375

)

0.055


 

Diluted (loss)/earnings per share

 

The Company has only one category of dilutive potential shares - share options. A calculation is done to determine the number of shares that could have been acquired at fair value based on the monetary value of the subscription rights attached to outstanding share options. It is compared with the number of shares that would have been issued assuming the exercise of the share options. 




2015


    2014


            (Loss)/profit attributable to equity holders of the






              Company (RMB'000)


(30,648

)

4,502









            Weighted average number of ordinary shares






              in issue (thousands)


81,737


81,737


            Adjustment for share options (thousands)


-


-









            Weighted average number of ordinary shares






              for diluted earnings (thousands)


81,737


81,737









             Diluted (loss)/earnings per share (RMB per share)


(0.375

)

0.055


 

Share option have no dilutive effect as the average market price of ordinary shares as at year end is below the exercise price of the share option.

 

 

 

 

 

 



 

9.         Property, plant and equipment







Furniture,














fixtures




Construction








Plant and


and


Motor


in






Buildings


machinery


equipment


vehicles


progress


Total




RMB'000


RMB'000


RMB'000


RMB'000


RMB'000


RMB'000

















Cost:




























    At 1 January 2014

3,022


4,547


233


749


-


8,551


           

    Additions

-


38


2


-


750


790

















At 31 December 2014

3,022


4,585


235


749


750


9,341

















Depreciation:




























    At 1 January 2014

1,796


3,791


233


685


-


6,505



    Provided

166


95


-**


-


-


261

















At 31 December 2014

1,962


3,886


233


685


-


6,766

















Net book value:




























   At 31 December 2014

1,060


699


2


64


750


2,575

















Cost:




























    At 1 January 2015

3,022


4,585


235


749


750


9,341



    Additions

-


62


39


-


21,184


21,285



    Transfer

18,550


3,384


-


-


(21,934

)

-

















   At 31 December 2015

21,572


8,031


274


749


-


30,626

















Depreciation:




























    At 1 January 2015

1,962


3,886


233


685


-


6,766



    Provided

166


99


17


-


-


282

















   At 31 December 2015

2,128


3,985


250


685


-


7,048

















Impairment ;-














    Provided

-


510


-


-


-


510

















   At 31 December 2015

-


510


-


-


-


510

















Net book value :-




























At 31 December 2015

19,444


3,536


24


64


-


23,068














 

** Value less than RMB 1,000

10.        PREPAID LEASE PAYMENTS





 

RMB'000



Cost:












At 1 January 2014, 31 December 2014 and  31 December 2015



 

59,000









Amortisation:












At 1 January 2014



5,550



Provided



2,950









At 31 December 2014 and 1 January 2015



8,500



Provided



2,950



 






At 31 December 2015



11,450









Net book value:












At 31 December 2015



47,550









At 31 December 2014



50,500


 

On 11 January 2012, TNP signed an agreement with Qin Bang Forsythia Cooperative in respect of leasing 893 hectares of Forsythia plantation for the period from 11 January 2012 to 11 January 2031, which are located in the Luonan region of Shanxi Province, the PRC.

 

Pursuant to the terms of the lease, TNP will manage the cultivation and benefit from the harvest from the plantation. The annual lease cost is RMB1,300K per annum, but it is a term of the lease that all 20 years were paid in advance. This payment has been capitalised and treated as a prepaid lease payment within non-current assets and will be amortised over the lease term of 20 years.

 

On 17 December 2013, TNP signed an agreement with Qin Yuan Forsythia Cooperative in respect of leasing 1,013 hectares of Forsythia plantation for the period from 1 January 2014 to 31 December 2032, which are located in the Luonan region of Shanxi Province, the PRC.

 

Pursuant to the terms of the lease, TNP will manage the cultivation and benefit from the harvest from the plantation.  The annual lease cost is RMB1,650K per annum, but it is a term of the lease that all 20 years were paid in advance. This payment has been capitalised and treated as a prepaid lease payment within non-current assets and will be amortised over the lease term of 20 years.



 

11.        LAND USE RIGHTS

 

The Group's interests in land use rights represent prepaid operating lease payments and their net book value is analysed as follows :-

 





RMB'000



Cost:












At 1 January 2014, 31 December 2014 and 31 December 2015



1,911









Amortisation:












At 1 January 2014



503



Provided



39



 






At 31 December 2014 and 1 January 2015



542



Provided



38









At 31 December 2015



580









Net book value:












At 31 December 2015



1,331









At 31 December 2014



1,369


 

12.        biological assets

 

Biological assets represent Chinese Yew trees (infant trees and seedlings) and Eucommia bush.

 

The role of Chinese Yew trees is to provide the raw material for the extraction of Paclitaxel compound.  For many years the Group has purchased this raw material from third party suppliers.  In 2006, 2007 and 2008, it planted Chinese Yew trees in its own plantation, these infant trees were undergoing biological transformation leading them to mature, being able to produce material from which Paclitaxel compound can be extracted. The initial harvest from infant Chinese Yew trees is 5 years after planting. The trees continue to mature and are estimated to have a harvestable life of 15 years. The harvest from any one Chinese Yew tree is 2kg per harvest. The trees can be harvested on a 3-4 year cycle. In previous years it has not been possible to measure the fair value of infant Yew trees reliably and they have therefore been valued at cost. However, as the trees approached maturity and the directors expected to commence harvesting during 2011, the trees were valued at their fair value less harvesting and initial processing costs in compliance with IAS 41 in the financial statements for the year ended 31 December 2010. The permit to harvest in 2011 was not granted by relevant government body and first harvest has taken place in 2012. The effect of applying IAS 41 on the basis of valuation from 2012 to 2014 has been adjusted and brought biological assets to its fair value during that year.

 

Eucommia bush is the key raw materials to make one of the traditional Chinese medicine ("TCM") products. The Group does not harvest them as demand for TCM products is low. As the quantity of these plants is a fraction of the whole plantation and the directors considered they are immaterial for fair value measurement, accordingly they are recognised at costs.

 

In 2015, there's no harvest on Yew Tree and Eucommia bush, due to paclitaxel market price is lower than its production costs and no demand on TCM products. The Group is currently exposed to the risk from price fluctuation of Paclitaxel and thus Chinese Yew. The Board of Directors have assessed the market conditions and risks, and decided to cease paclitaxel production for foreseeable future, and fully impair biological assets.  

 


Impairment of biological assets

Chinese Yew Trees


Eucommia bush


Total




RMB'000


RMB'000


RMB'000











Valuation at 1 January 2014

4,509


54


4,563











Transfer of harvested product

(564

)

-


(564

)


Net change in fair value

388


-


388











Valuation at 31 December 2014 and

1 January 2015

 

4,333


 

54


4,387











Transfer of harvested product

-


-


-



Impairment loss

(4,333

)

(54

)

(4,387

)


 

Valuation at 31 December 2015

 

-


 

-


 

-


 

 

13.

INTANGIBLE ASSETS

2015


2014




RMB'000


RMB'000



Cost :-






    At beginning of the year and at the end of the year

1,350


1,350


 

 

 

Accumulated amortisation :-






    At beginning of the year and at the end of the year

1,350


1,350









Net book value :-






    At end of the year

-


-


 

Intangible assets represent non-patented technical know-how obtained. They are amortised on a straight-line basis over their estimated useful lives. The amortisation charge for the year is included in cost of sales in the consolidated statement of profit or loss.

 

14.

Inventories

2015


2014




RMB'000


RMB'000



 






Raw materials

9,235


7,042



Work in progress

9,900


7,560



Finished goods

1,554


1,702










20,689


16,304



Less : Write-down

(6,240

)

(5,712

)









14,449


10,592


 

The amount of inventory recognised as an expense during the year was RMB26,031K (2014: RMB36,276K).

 

The allowance for provision of inventories made in this year was RMB528K (2014: RMB1,908K).

 

At 31 December 2015, the value of inventories carried at net realisable value was RMB14,449K (2014: RMB10,592K).

 

 

 

 

15.

Trade receivableS

2015


2014




RMB'000


RMB'000



 






Trade receivables

69,088


58,122



Less : Allowance for bad debts

(27,769

)

(3,400

)









41,319


54,722


 

The Group has granted general credit term of 180 days (2014: 180 days) to its customers.

 

The Directors consider that the carrying value of trade receivables approximates its fair value due to the short-term maturity.

 

Included in trade receivables of RMB41,319K (2014: RMB 54,722K), RMB9,689K (2014: RMB8,560K) were receivables from a customer. Under a contractual arrangement, transactions with this customer are gone through a related party, of which within the shareholders, two of them are close family members of Mr Liu, a director of the Group (Note 28).

 

Movements on the allowance for trade receivables are as follows:



2015


2014




RMB'000


RMB'000



 






At 1 January

3,400


3,603



Increase in/(reversal of) allowance for trade receivables

24,369


(203

)








At 31 December

27,769


3,400


 

As at 31 December 2015, trade receivables of approximately RMB4,684K (2014: RMB8,323K) were past due but not impaired. These related to a number of independent customers for whom there is no recent history of default. The ageing analysis of these receivables is as follows:

 



2015


2014




RMB'000


RMB'000



Outstanding balances with ages :-






     7 - 9 months

378


1,356



     10 - 12 months

1,901


1,376









     Within one year

2,279


2,732



     Between one to two years 

2,228


5,169



     Between two to three years

177


279



     Over three years

-


143










4,684


8,323


 

 

 

16.

other receivables

2015


2014




RMB'000


RMB'000









Other receivables

383


549



Less: provision

(333

)

(84

)









50


465


 

The Directors consider that the carrying value of other receivables approximates its fair value due to the short-term maturity.

 

Movements on the allowance for other receivables are as follows:



2015


2014




RMB'000


RMB'000



 






At 1 January

84


69



Increase in allowance for other receivables

249


15









At 31 December

333


84


 

As at 31 December 2015, other receivables of approximately RMB50K (2014: RMB465K) were past due but not impaired. These related to a number of independent parties for whom there is no recent history of default. The ageing analysis of these receivables is as follows:

 



2015


2014




RMB'000


RMB'000



Outstanding balances with ages :-












     Within one year

50


1



     Between one to two years

-


209



     Between two to three years

-


43



     Over 3 years

-


212










50


465


 

 

17.

deposits and prepayments

2015


2014




RMB'000


RMB'000









Deposits

-


44



Prepayments

5,202


2,671



Less: provision

(1,346)


-










3,856


2,715


 

Movements on the allowance for prepayments are as follows:



2015


2014




RMB'000


RMB'000



 






At 1 January

-


-



Increase in allowance for other receivables

1,346


-









At 31 December

1,346


-


 

 

 

 

18.        AMOUNT DUE to A RELATED companY



2015


2014




RMB'000


RMB'000









Xian Hai Sheng Technology Co. Ltd*

1,109


1,107


 

The amount is interest-free, unsecured and repayable on demand. 

 

*Majority shareholder of this company is Mr Liyi Chen, also the substantial shareholder of the Group, and a director of TNP.

 

19.        CASH AND CASH EQUIVALENTS

 

As at 31 December 2015, about 91.48% of the cash and bank balances of the Group were denominated in Renminbi, the remainder were held in GBP, USD and HKD at the year end.  Conversion of Renminbi balances into foreign currencies is subject to the rules and regulations on foreign exchange controls promulgated by the PRC government.

 

20.

tRADE PAYABLES

2015


2014




RMB'000


RMB'000









Trade payables

2,012


1,281


 

21.

accrued expenses and other payables

2015


2014




RMB'000


RMB'000









Salaries payable

210


204



Accruals

2,406


3,874



Pensions payable

7,148


6,556



Salaries tax payable

264


2,090



Sales tax payable

171


2,030



Other payables

589


1,060










10,788


15,814


 

22.        AMOUNT DUE TO A SHAREHOLDER

 

The entire amount represents a balance due to Mr Liyi Chen, who is a majority shareholder of the Group, and also a director of TNP.

 

The amount is interest-free, unsecured and repayable on demand. 

 

23.

Amounts due TO directors

2015


2014




RMB'000


RMB'000









Chun Chai

26


26



Yunwu Liu

572


-










598


26


 

The amounts are interest-free, unsecured and repayable on demand. 

 

24.

SHARE Capital

2015


2014









Authorised :-












     185,000,000 ordinary shares of GBP0.01 each

GBP 1,850,000


GBP 1,850,000









Issued and fully paid :-












81,737,330 ordinary shares of GBP0.01 each

RMB 12,357,000


RMB 12,357,000


 

Taihua plc has one class of ordinary shares which carries no right to fixed income.

 

Share options

 

On 31 August 2009, the Company granted 1,632,946 share options to the Non-Executive Directors.  The exercise price of the options is GBP0.07 per ordinary share.  The exercise period begins one year from the date of grant and ends on the tenth anniversary of the date of grant.  The total estimated fair value of the options at the date of grant was RMB494K. The options have been valued using the Black-Scholes model with the following main assumptions:

 


Grant date


31 August 2009








Exercise price


GBP0.07



Expected life


5.5 years



Expected volatility


30.79%



Expected dividend yield p.a.


0%



Risk-free rate


2.71%



Expected forfeiture p.a.


0%


 

Volatility is the average annualised volatility of returns of the underlying stock's comparable.

 

No share-based payments were charged to profit or loss during both years.



 

25.        OTHER RESERVES

 

The merger relief reserve represents the premium arising on the issue of equity shares by the Company to acquire TNP.

 

The share premium account represents the premium arising on the issue of equity shares by way of share placement, less expenses incurred.

 

The reverse acquisition reserve arose as a result of its reverse acquisition of the Company by TNP.

 

TNP, being a foreign investment enterprise, is required to appropriate an amount from the net profit reported in the statutory accounts to three statutory reserves, namely general reserve fund, enterprise expansion fund and staff welfare fund.  All these funds are designated for specific purposes.  Appropriations to the staff welfare fund are made at the discretion of the Directors.  In accordance with the relevant laws and regulations of the PRC, it is required that not less than 10% of its net income (the percentage is upon approval from the Board of Directors' meeting), after offsetting any prior years' losses, for PRC reporting purpose is made to the general reserve fund. When the balance of such reserve reaches 50% of the registered capital, any further appropriation is optional.  Upon approval from the Board of Directors of TNP, the statutory reserve can mainly be used to offset accumulated losses or to increase registered capital.  Based on directors' resolutions, TNP appropriated 10% and 5% of its statutory net profit to the general reserve fund and the enterprise expansion fund for the period ended 31 December 2007.  No such reserves were appropriated afterwards as they reached 50% of the registered capital.

 

The foreign currency translation reserve arose on translating financial statements of foreign operations into RMB.

 

The share option reserve arises on the recognition of expenses in respect of share-based payments to be settled with equity.

 

26.        PENSION COSTS

 

The Group operates a statutory defined contribution pension plan for those employees who are eligible to participate in the plan. Contribution are made based on a percentage of the employees' relevant compensation to the state-managed retirement benefit scheme operated by the municipal government, and charged to profit or loss in the year in which they became payable.

 

The local municipal government undertakes to assume the retirement benefit obligations of all existing and future retired employees of the Group. The Group has no further payment obligations once the contributions have been paid.

 

The pension costs charged to profits or loss represent contributions paid and payable by the Group to the plan amounted to RMB720K and RMB757K respectively for the years ended 31 December 2015 and 2014.

 



 

27.

commitments

2015


2014




RMB'000


RMB'000



Capital commitments












Capital commitments in respect of the acquisition of intangible

  assets and property, plant and equipment

-


 

               646









Contracted but not provided for   

-


300










-


946


 

28.        Related party transactions

 

Apart from the transactions as disclosed in Notes 15, 18, 22, 23 and 28(b) to the consolidated financial statements, the Group had no other material transactions with its related parties during the year.

 

(a)   Remuneration of Directors and key management personnel



2015


2014




RMB'000


RMB'000









Salaries, allowances and other benefits in kind

812


836



Pension scheme costs

128


128










940


964


 

The remuneration of Directors and key management personnel is analysed as follows:



2015








Pensions










scheme




2014




Salaries


costs


Total


Total




RMB'000


RMB'000


RMB'000


RMB'000













Chong Cao*

190


-


190


202



Nicholas James Lyth*

190


-


190


202



Yunwu Liu*

108


32


140


140



Chun Chai*

108


32


140


140



Liyi Chen** (Resigned as director

    on 9 December 2014)

-


-


-


140



Zhaoyang Ma*

108


32


140


140














704


96


800


964


 

* Directors at 31 December 2015

**A director resigned in Dec 2014, but still holds a director position in TNP and paid same amount of remuneration in 2015.   

 

(b)   Sale of goods

 

Under a contractual arrangement, sales amounting to RMB6,362K (2014: RMB10,916K) with one major customer are gone through a related company, of which within the shareholders, two of them are close family members of Mr Liu, a director of the Group (Note 15).

 

The selling price under this arrangement was determined by reference to the prevailing market rates, in line with the other customers.

 

 

29.        FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES

 

The Group's activities expose it to a variety of financial risks: foreign exchange risk, credit risk, liquidity risk and cash flow interest rate risk. The Group's overall risk management programme seeks to minimise potential adverse effects on the Group's financial performance.

 

(a)        Categories of financial instruments  

 



2015


2014






Financial




Financial






liabilities




liabilities





measured at




measured at




Loans and


amortised


Loans and


amortised




receivables


cost


receivables


cost




RMB'000


RMB'000


RMB'000


RMB'000













Trade receivables

41,319


-


54,722


-



Other receivables

50


-


465


-



Deposits

-


-


44


-



Cash and cash equivalents

8,354


-


46,876


-



Trade payables

-


2,012


-


1,281



Accrued expenses and other payables

-


3,205


-


5,138



Amount due to a related company

-


1,109


-


1,107



Amount due to a shareholder

-


7,468


-


8,001



Amounts due to directors

-


598


-


26














49,723


14,392


102,107


15,553


 

 

 

 

(b)        Financial risk factors

 

Foreign exchange risk

 

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. 

 

The Group mainly operates in the PRC with most of the transactions settled in RMB.  It did not have significant exposure to foreign exchange risk.

 

During the year ended 31 December 2015, the Group had not entered into any forward exchange contracts.

 

Credit risk

 

Credit risk is the risk that a party to a financial instrument will cause a financial loss for the Group by failing to discharge an obligation.

 

The Group's credit risk is primarily attributable to trade receivables, other receivables and cash and cash equivalents.  With respect to trade receivables, the Group has adopted credit policies, which include the analysis of the financial position of its clients and a regular review of their credit limits.  The Group maintains an allowance for doubtful accounts and actual losses have been less than management's expectations and the Group has policies in place to ensure that sales are made to clients with an appropriate credit history.  Also, the Group's cash and cash equivalents were held by major financial institutions located in the PRC, which management believes are of high credit quality.  Accordingly, the overall credit risk is considered limited.

 

Carrying amounts of financial assets as at 31 December 2015, which represented the amounts of maximum exposure to credit risk, were as follows :-

  



2015


2014




RMB'000


RMB'000









Trade receivable

41,319


54,722



Other receivables

50


465



Deposits

-


44



Cash and cash equivalents

8,354


46,876










49,723


102,107


 

           

Liquidity risk

 

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities. 

 

The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Group's operations and to mitigate the effects of fluctuations in its cash flows.

 

Maturities of the non-derivative financial liabilities of the Group as at 31 December 2015 were as follows:

 



2015


2014




RMB'000


RMB'000









Total amounts of contractual undiscounted obligations :-






     Trade payables

2,012


1,281



     Accrued expenses and other payables

3,205


5,138



     Amount due to related companies

1,109


1,107


    

     Amount due to a shareholder

7,468


8,001



     Amounts due to directors

598


26










14,392


15,553









Due for payment :-






     Within one year or on demand

14,392


15,553


 

Interest rate risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

 

The Group's income and operating cash flows are substantially independent of the changes in market interest rates and the Group has no significant interest-bearing assets.  The Group's exposure to changes in interest rates is mainly attributable to its short-term borrowings.  The Group has not used any interest rate swaps to hedge its exposure to interest rate risk.

 

(c)        Capital management

 

The primary objective of the Group's capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and to secure shareholders' investments.

 

The Group manages its capital structure and makes adjustments if required.  To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders by the means of share buy-backs or issue new shares.  No changes were made in the objectives, policies or processes during 2015 and 2014.

 

As the Group operates in a high growth, fast moving industry, it is the Group's policy to maintain a high degree of flexibility in its capital structure by maintaining a high availability of liquid funds.  The Group monitors its capital base using the equity ratio, which is total equity attributable to the Company's equity holders divided by total assets.  The Group's current policy is to maintain an equity ratio of 50% or higher.

    



2015


2014




RMB'000


RMB'000









Total assets

139,977


174,507



Total equity attributable to the Company's equity holders

113,770


144,622









Equity ratio

81.3%


82.9%


 

(d)        Fair value estimation

 

                 (i)       Financial instruments carried at fair value

         

At 31 December 2015, the Group did not have any financial instruments carried at fair value. 

 

                (ii)       Fair value of financial instruments carried at other than fair value

 

The carrying amounts of the Group's financial instruments carried at cost or amortised cost were not materially different from their fair values as at 31 December 2015 and 2014.

 

30.       SEGMENT REPORTING

 

For the purposes of resources allocation and performance assessment, the chief operating decision maker, Executive Director, regularly reviews revenue and cost of sales for each product.  The financial information provided to Executive Director, contain profit or loss information of each product line.  Therefore, the operation of the Group constitutes four reportable segments.

 

The Group's reportable segments under IFRS8 Operating Segments are as follows:

 

·      Paclitaxel - Paclitaxel is extracted from the bark of the yew tree (Taxus). This drug is one of the main-stream treatments for cancer of the ovaries, breast, certain types of lung cancer, and a cancer of the skin and mucous membranes more commonly found in patients with acquired immunodeficiency syndrome (AIDS).

 

·      Homoharringtonine - Homoharringtonine is an alkaloid extracted from the branches and leaves of the Cephalotaxus tree. This drug has been prescribed for acute myeloid leukaemia and other cancers in China.

 

·      TCM product - Traditional Chinese Medicine has recognition as a viable alternative health treatment and has been recognised by the World Health Organisation for its effectiveness in the treatment of certain forms of illnesses and diseases. The Company currently manufactures eight TCM products including Gengnianan Tablet, Duzhong Pingya Tablet, Zaoren Anshen Keli, Bunao Anshen Tablet, Jiangzi Jianfei Tablet, Dabaidu Capsule, Runing Tablet and Bian Tong Pian.

 

·      Forsythia - Known as lian qiao in PRC, is a flowering shrub.  The seeds and seed cases of this are harvested and, when dried, form the basis of TCM preparations.  Forsythia TCMs are primarily sold to alleviate flu and cold like symptoms.

 

The Group's revenues are not significantly impacted by seasonality, except sales of forsythia.  Forsythia is mainly harvested during autumn every year and therefore sales of forsythia are recognised in the fourth quarter.

 

    

Segment revenues and costs of sales

 

The following is an analysis of the Group's revenue and cost of sales by reportable segments:

 





Homo-




TCM






Paclitaxel*


harringtonine


Forsythia


products


Consolidated



Year ended 31 December 2015

RMB'000


RMB'000


RMB'000


RMB'000


RMB'000















Revenue

2,411


556


26,670


4,592


34,229















Cost of sales

(2,120

)

(815

)

(21,091

)

(3,337

)

(27,363

)














Gross profit

291


(259

)

5,579


1,255


6,866


 





Homo-




TCM






Paclitaxel


harringtonine


Forsythia


products


Consolidated



Year ended 31 December 2014

RMB'000


RMB'000


RMB'000


RMB'000


RMB'000















Revenue

2,870


1,363


41,845


4,870


50,948















Cost of sales

(3,088

)

(2,597

)

(28,320

)

(3,331

)

(37,336

)














Gross (loss)/profit

(218

)

(1,234

)

13,525


1,539


13,612


 

*During the year, there's no harvest of Yee Tree and production of paclitaxel. This revenue has been generated due to GMP application, the Group has to demonstrate their production activities.

 

The management of the Group takes into account revenue and costs of sales as the key performance indicators when they make management decisions. Other costs are not allocated to operating segments as these are considered to be central operating costs of the business.  Assets and liabilities are not considered to be specific to individual operating segments and therefore separate analysis is not undertaken.

 

Entity-wide disclosures

 

All non-current assets and sales are located and generated in the PRC.

 

Total amounts of RMB27,406K (2014: RMB43,252K), which were individually more than 10 percent of the Group's revenue were revenue from transactions with four single customers (same as in 2014), details as follows:



2015


2014



Forsythia segment

RMB'000


RMB'000









Customer A

8,861


11,368



Customer B

6,399


10,881



Customer C

6,362


10,916



Customer D

5,784


10,087










27,406


43,252


 

31.        POST BALANCE SHEET EVENTS

 

            There is no significant event after year end to be reported.


 

 

 

 

Note


2015


2014





RMB'000


RMB'000


 







Auditors' remuneration



(450

)

(491

)

 







Directors' remuneration



(380

)

(405

)

 







Legal and professional fees



(371

)

(358

)

 







Sundry expenses



(306

)

(405

)

 







Loss before income tax



(1,507

)

(1,659

)

 







Income tax expense

2(a)


-


-


 







Loss for the year



(1,507

)

(1,659

)

 







Other comprehensive (loss)/income:







 







     Exchange differences arising on translation







       of financial statements



(115

)

635


 







Other comprehensive (loss)/income for the year, net of tax



(115

)

635


 







Total comprehensive loss for the year



(1,622

)

(1,024

)

 







Loss attributable to:







 







Equity holders of the parent company



(1,507

)

(1,659

)

 







Total comprehensive loss attributable to:







 







     Equity holders of the parent company



(1,622

)

(1,024

)

 







 

 


 


Note


2015


2014





RMB'000


RMB'000


ASSETS







 







NON-CURRENT ASSET







 







     Investment in subsidiaries

3


75,437


75,437


 







CURRENT ASSETS







 







Amount due from a subsidiary

4


9


-


Cash and cash equivalents



24


182


 



 

33


182


 







TOTAL ASSETS



75,470


75,619


 







CURRENT LIABILITIES







 







     Accrued expenses and other payables



1,069


559


     Amount due to a subsidiary

4


3,457


2,617


     Amount due to a shareholder

5


7,432


7,939


     Amount due to a director

6


630


-


 







 



12,588


11,115


 







NET CURRENT LIABILITIES



(12,555

)

(10,933

)

 







NET ASSETS



62,882


64,504


 







EQUITY







 







     Share capital

7


12,357


12,357


     Merger relief reserve



64,364


64,364


     Share premium



4,783


4,783


     Share options reserve



494


494


     Foreign currency translation reserve



212


327


     Accumulated losses



(19,328

)

(17,821

)

 







EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF

  THE COMPANY



62,882


64,504


 

 

The financial statements were approved and authorised for issue by the Board of Directors on 30 June 2016.

 

 

 

 

 

 

.................................                                                   ..................................

Mr Yunwu Liu                                                              Mr Mingjian Yin

Director                                                                         Director

 

 

 

 

 

 

 

 


COMPANY STATEMENT OF CHANGES IN EQUITY

 

 


Share

capital


Merger

relief

reserve


Share

premium


Share

options

reserve


Foreign

currency

translation

reserve


Accumulated

losses


Total



RMB'000


RMB'000


RMB'000


RMB'000


RMB'000


RMB'000


RMB'000
































At 1 January 2014

12,357


64,364


4,783


494


(308

)

(16,162

)

65,528

















Loss for the year

-


-


-


-


-


(1,659

)

(1,659

)

Other comprehensive income

-


-


-


-


635


-


635

















Total comprehensive















  income/(loss) for the year

-


-


-


-


635


(1,659

)

(1,024

)
















At 31 December 2014 and

1 January 2015

12,357


64,364


4,783


494


327


(17,821

)

64,504

















Loss for the year

-


-


-


-


-


(1,507

)

(1,507

)

Other comprehensive loss

-


-


-


-


(115

)

-


(115

)
















Total comprehensive















  loss for the year

-


-


-


-


(115

)

(1,507

)

(1,622

)
















At 31 December 2015

12,357


64,364


4,783


494


212


(19,328

)

62,882


 

The merger relief reserve represents the premium arising on issue of equity shares by the Company to acquire TNP.

 

The share premium account represents the premium arising on the issue of equity shares by way of share placement, less expenses incurred.

 

The share option reserve arises on the recognition of expenses in respect of share-based payments to be settled with equity.

 

The foreign currency translation reserve arose on translating financial statements from functional currency into RMB.


COMPANY STATEMENT OF CASH FLOWS

 


2015


2014



RMB'000


RMB'000


Cash flows from operating activities





 





     Loss before income tax and operating loss before working





       capital changes

(1,507

)

(1,659

)

     Increase in accrued expenses and other payables

510


23


     Increase in amount due to a subsidiary

831


445


     (Decrease) in amount due to a shareholder

(507

)

700


     Increase in amount due to a director

630


-


 





Net cash used in operating activities and net decrease





 in cash and cash equivalents

(43

)

(491

)

 





Cash and cash equivalents as at 1 January 2015

182


38


 





Effect of foreign exchange change

(115

)

635


 





Cash and cash equivalents as at 31 December 2015

24


182


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



NOTES TO THE COMPANY FINANCIAL STATEMENTS

 

 

1.         SIGNIFICANT ACCOUNTING POLICIES

 

The separate financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union and with those parts of the Companies Act 2006 that is applicable to companies reporting under IFRS. The principal accounting policies adopted are the same as those set out in Note 3 to the consolidated financial statements except as noted below.

 

(a)        Investment in subsidiaries

 

Investment in subsidiaries is stated at cost less, where appropriate, provisions for impairment.

 

(b)        Foreign currency

 

The functional currency of the Company is Sterling.  Monetary assets and liabilities maintained in currencies other than Sterling are translated into Sterling at the approximate rates of exchange ruling at the end of the reporting period, with any exchange difference recognised in profit or loss.  Transactions in currencies other than Sterling are translated at rates ruling on the transaction dates.

 

The financial statements of the Company are presented in RMB, chosen because the revenue and expenses of the Group's main operation are ultimately denominated in RMB. Transactions in Sterling are translated to RMB at the average exchange rates for the year unless exchange rates fluctuate significantly.  Sterling denominated assets and liabilities are converted to RMB at the exchange rate prevailing at the end of the reporting period. Exchange differences arising are transferred to foreign currency translation reserve.

 

2.         Income tax expense

 

(a)        No provision for income tax has been made in these financial statements as the Company has no assessable profits for the years ended 31 December 2015 and 2014.

 

The income tax expense of the Company's loss before income tax differs from the theoretical amount that would arise using the tax rate applicable to loss of the Company as follows :-



2015


2014




RMB'000


RMB'000









Loss before income tax

(1,507

)

(1,659

)








Income tax based on the UK statutory tax rate of 20%

  (2014: 20%)

 

(301

 

)

 

(322

 

)


Tax effect of unrecognised tax losses

301


322









Income tax expense

-


-


 

         (b)        At the end of the reporting period, the Company has unused tax losses of RMB16,087K (2014: RMB14,580K) which represent the maximum benefit from unutilised tax losses, which can be carried forward to offset against future taxable profits. The deferred tax assets of RMB3,217K (2014: RMB2,916K) relating to the tax losses have not been recognised as it is not certain whether the potential taxation benefit will be realised in the foreseeable future.  All unutilised tax losses can be carried forward indefinitely.

 

 

 

3.

INVESTMENT IN SUBSIDIARIES

2015


2014




RMB'000


RMB'000









Investment at cost

75,437


75,437


 

On 26 September 2006, the Company issued 73,390,800 ordinary share of GBP0.01 each in exchange for the entire share capital of China Natural Pharmaceutical Limited (BVI).  The cost of acquisition was the fair value of the subsidiary, estimated by the Directors as being RMB75,437,000, equivalent of GBP5,000,000.

  

Details of the subsidiaries at 31 December 2015 are as follows:





 

Percentage of equity holding held

 

 

Proportion



Name

Place of

Date of

by the Company

of voting

Principal


of subsidiary

establishment

incorporation

and capital

Directly

%

Indirectly

%

power held

%

activities

 










China Natural Pharmaceutical

Limited ("CNP")

BVI

 

13 June 2006

US$1,000

100

-

100

Intermediate  holding company










Taihua Natural Plant

Pharmaceutical

Company

Limited ("TNP")

PRC

 

22 February

1993

HK$10,500,000

-

100

100

Production and sales of pharmaceutical drugs

 

4.         AMOUNTS DUE FROM/TO A SUBSIDIARY

 

The amounts are interest-free, unsecured and repayable on demand. 

 

5.         AMOUNT DUE TO A SHAREHOLDER

           

The amount is interest-free, unsecured and repayable on demand. 

 

6.

AMOUNT DUE TO A DIRECTOR

2015


2014




RMB'000


RMB'000









Yunwu Liu

630


-


 

The amount is interest-free, unsecured and repayable on demand. 

 

7.         SHARE CAPITAL

           

Details of share capital are given in Note 24 to the consolidated financial statements.

 

8.         EMPLOYEES, DIRECTORS' REMUNERATION AND SHARE-BASED PAYMENTS

 

Apart from the Directors, this Company has no employees. Details of the remuneration of Directors including share-based payments are shown in Note 28 to the consolidated financial statements, with further details regarding the share-based payments (all of which relate to this Company) in Note 24 to the consolidated financial statements.

 

Directors' remuneration of RMB380K (2014: RMB404K) (relating to Mr. Chong Cao and Mr. Nicholas James Lyth) has been borne by this Company.



 

9.         AUDITORS' REMUNERATION

 

Details of the remuneration of auditors are given in Note 6 to the consolidated financial statements.

 

10.        RELATED PARTY TRANSACTIONS

 

Apart from the information as disclosed in Notes 4, 5, 6 and 8 above, the Company had no other material transactions with its related parties during the year.

 

11.        FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES

 

The Company's activities expose it to a variety of financial risks: foreign exchange risk, credit risk, liquidity risk and cash flow interest rate risk.  The Company's overall risk management programme seeks to minimise potential adverse effects on the Company's financial performance.

 

(a)        Categories of financial instruments



2015


2014






Financial




Financial






liabilities




liabilities






measured at




measured at




Loans and


amortised


Loans and


amortised




receivables


cost


receivables


cost




RMB'000


RMB'000


RMB'000


RMB'000













Amount due from a subsidiary

9


-


-


-



Cash and cash equivalents

24


-


182


-



Accrued expenses and other










  payables

-


1,069


-


559



Amount due to a subsidiary

-


3,457


-


2,617



Amount due to a shareholder

-


7,432


-


7,939



Amount due to a director

-


630


-


-














33


12,588


182


11,115


  

(b)        Financial risk factors

 

Foreign exchange risk

 

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

 

As most of the transactions of the Company were settled in Sterling, the functional currency of the Company, it did not have significant exposure to foreign exchange risk.

 

During the year ended 31 December 2015, the Company had not entered into any forward exchange contracts.

 



 

11.        FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES (CONT'D)

 

(b)        Financial risk factors (cont'd)

 

Credit risk

 

Credit risk is the risk that a party to a financial instrument will cause a financial loss for the Company by failing to discharge an obligation. 

 

The Company's credit risk is primarily attributable to amount due from a subsidiary and cash and cash equivalents.  The Company's cash and cash equivalents were held by major financial institutions located in the UK, which management believes are of high credit quality.  Accordingly, the overall credit risk is considered limited.

 

Carrying amounts of financial assets as at 31 December 2015, which represented the amounts of maximum exposure to credit risk, were as follows:

 



2015


2014


 



RMB'000


RMB'000


 







 


Amount due from a subsidiary

9


-


 


Cash and cash equivalents

24


182


 

 









33


182


 

 

Liquidity risk

 

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. 

 

The Company monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Company's operations and to mitigate the effects of fluctuations in its cash flows.

 

Maturities of the financial liabilities of the Company as at 31 December 2015 were as follows :-

 



2015


2014




RMB'000


RMB'000









Total amounts of contractual undiscounted obligations :-






     Accrued expenses and other payables

1,069


559



     Amount due to a subsidiary

3,457


2,617



     Amount due to a shareholder

7,432


7,939



     Amount due to a director  

630


-










12,588


11,115









Due for payment :-






     Within one year or on demand

12,588


11,115


 

 

 

 

 



 

 

 

Interest rate risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

 

The Company's income and operating cash flows are substantially independent of the changes in market interest rates and the Company has no significant interest-bearing assets.  The Company's exposure to changes in interest rates is mainly attributable to its short-term borrowings.  The Company has not used any interest rate swaps to hedge its exposure to interest rate risk.

 

(c)        Capital management

 

The primary objective of the Company's capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and to secure shareholders' investments.

 

The Company manages its capital structure and makes adjustments if required.  To maintain or adjust the capital structure, the Company may return capital to shareholders by the means of share buy-backs or issue new shares.  No changes were made in the objectives, policies or processes during 2015 and 2014.

 

As the Company operates in a high growth, fast moving industry, it is the Company's policy to maintain a high degree of flexibility in its capital structure by maintaining a high availability of liquid funds.  The Company monitors its capital base using the equity ratio, which is total equity attributable to the company's equity holders divided by total assets.  The Group's current policy is to maintain an equity ratio of 50% or higher.

  

 


2015


2014




RMB'000


RMB'000









Total assets

75,470


75,619



Total equity attributable to the Company's equity holders

62,882


64,504









Equity ratio

83.3%


85.3%


         

(d)        Fair value estimation

 

(i)         Financial instruments carried at fair value

 

At 31 December 2015, the Company did not have any financial instruments carried at fair value. 

 

                (ii)       Fair value of financial instruments carried at other than fair value

 

The carrying amounts of the Company's financial instruments carried at cost or amortised cost were not materially different from their fair values as at 31 December 2015 and 2014.

 

 

 

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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