中國農林低碳控股有限公司 China Agroforestry Low-Carbon Holdings Limited

34 Pages·2017·0.91 MB·English

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take no responsibility for the contents of this announcement, make no representation as to its
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中 國 農 林 低 碳 控 股 有 限 公 司
China Agroforestry Low-Carbon Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(stock code: 01069)
ANNOUNCEMENT OF ANNUAL RESULTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017
FINANCIAL HIGHLIGHTS
• Revenue from continuing operations for the financial year ended 31 December 2017
amounted to approximately Renminbi (“RMB”) 85.6 million (2016: RMB17.8
million), representing an increase of approximately 381% as compared with
corresponding period in 2016.
• Segment revenue from the container house business, forestry business and money
lending business for the financial year ended 31 December 2017 were approximately
RMB56 million (2016: RMB11 million), RMB24 million (2016: RMB2.1 million) and
RMB5.6 million (2016: RMB4.6 million) respectively.
• Segment results from the container house business, forestry business and money
lending business for the financial year ended 31 December 2017 were loss of
approximately RMB29 million (2016: profit of RMB0.7 million), profit of
approximately RMB53.7 million (2016: loss of RMB28.7 million) and profit of
approximately RMB4.5 million (2016: RMB4.0 million) respectively.
• Loss attributable to the owners of the Company for the financial year ended 31
December 2017 amounted to approximately RMB7.7 million (2016: RMB52.5
million), representing a decrease in loss of approximately 85% as compared with
corresponding period in 2016.
• Total comprehensive income attributable to the owners of the Company for the
financial year ended 31 December 2017 amounted to approximately RMB6 million
(2016: total comprehensive expense RMB56.9 million), representing a decrease of
approximately 111% as compared with corresponding period in 2016.
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• The gearing ratio for the financial year ended 31 December 2017 was approximately
54.7% (2016: 50.8%), representing an increase of 7.7% as compared with
corresponding period in 2016.
• Basic loss per share for the financial year ended 31 December 2017 amounted to
RMB0.19 cents (2016: RMB1.53 cents).
• The board (the “Board”) of directors of the Company (the “Directors”) does not
recommend the payment of a final dividend for the financial year ended 31 December
2017 (2016: nil).
FINANCIAL RESULTS
The Board of China Agroforestry Low-Carbon Holdings Limited (the “Company”) hereby
announces the audited consolidated results of the Company and its subsidiaries (collectively
the “Group”) for the year ended 31 December 2017, together with the comparative figures for
the year ended 31 December 2016, as follows:
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
For the year ended 31 December 2017
2017 2016
Notes RMB’000 RMB’000
(restated)
Continuing Operations
Revenue 3 85,572 17,806
Cost of sales and services (17,588) (2,279)

Gross profit 67,984 15,527
Investment and other income 5 3,137 117
Other gains and losses 6 8,244 (10,816)
Administrative expenses (70,238) (34,860)
Finance costs 7 (27,924) (18,615)

Loss before tax (18,797) (48,647)
Income tax credit (expense) 8 4,829 (654)

Loss for the year from continuing operations 9 (13,968) (49,301)

Discontinued Operations
Net gain (loss) for the year from discontinued operations 10 6,229 (4,089)

Loss for the year (7,739) (53,390)

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2017 2016
Notes RMB’000 RMB’000
(restated)
Other comprehensive income (expense)
Items that may be subsequently reclassified to
profit or loss
Exchange differences on translation of
financial statements of foreign operations 13,121 (4,447)
Reclassification adjustments relating to foreign
operations disposed during the year 739 –

Other comprehensive income (expense) for the year 13,860 (4,447)

Total comprehensive income (expenses) for the year 6,121 (57,837)

Loss for the year from continuing operations
attributable to:
Owners of the Company (13,968) (49,301)
Non-controlling interests – –

(13,968) (49,301)

Loss for the year from continuing and discontinued
operations attributable to:
Owners of the Company (7,739) (52,452)
Non-controlling interests – (938)

(7,739) (53,390)

Total comprehensive income (expense) attributable to:
Owners of the Company 6,121 (56,899)
Non-controlling interests – (938)

6,121 (57,837)

2017 2016
Loss per share: 12
From continuing and discontinued operations
Basic RMB(0.19) cents RMB(1.53) cents

Diluted N/A N/A

From continuing operations
Basic RMB(0.35) cents RMB(1.43) cents

Diluted N/A N/A

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2017
2017 2016
Notes RMB’000 RMB’000
Non-current assets
Property, plant and equipment 83,152 1,386
Prepaid land lease payments 27,868 16,735
Plantation forest assets 470,700 342,205
Loans receivable 35,260 42,593
Goodwill – 357
Other intangible assets 47,203 125,064

664,183 528,340

Current assets
Inventories – 110
Trade and other receivables 13 124,096 22,375
Loans receivable 36,609 39,981
Deposits and prepayments 4,212 6,369
Prepaid land lease payments 821 465
Derivative financial instruments – 206
Bank balances and cash 22,323 35,938

188,061 105,444

Current liabilities
Trade and other payables 14 73,323 8,026
Promissory notes payable 22,560 44,620
Convertible bonds payable – 18,292
Contingent consideration payable – 15,523
Current tax payable 3,720 3,035

99,603 89,496

Net current assets 88,458 15,948

Total assets less current liabilities 752,641 544,288

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2017 2016
Notes RMB’000 RMB’000
Non-current liabilities
Promissory notes payable 145,872 39,227
Corporate bonds payable 208,574 135,532
Contingent consideration payable – 26,363
Deferred tax liabilities 11,801 31,266

366,247 232,388

Net assets 386,394 311,900

Capital and reserves
Share capital 7,501 6,239
Reserves 378,893 305,661

Total equity attributable to owners of the Company 386,394 311,900
Non-controlling interests – –

Total equity 386,394 311,900

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NOTES:
1. GENERAL INFORMATION
The Company is a public limited company incorporated in the Cayman Islands. The Company’s shares are
listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange”).
The address of the registered office and principal place of business are Clifton House, 75 Fort Street, PO
Box 1350, Grand Cayman, KY1-1108, Cayman Islands and Rooms 1002–1003, 10th Floor, Great Eagle
Centre, 23 Harbour Road, Wanchai, Hong Kong respectively. The Company and its subsidiaries
(collectively referred to as the “Group”) are principally engaged in forestry management, provision of
services in relation to management, leasing, sale and installation of container houses, money lending and
investment holding. In the prior year, the Group was also engaged in the production and sale of biomass
fuel products.
The Company’s functional currency is Hong Kong dollars (“HK$”) while that for the major subsidiaries in
Mainland China (the “PRC”) is Renminbi (“RMB”). As the operations of the Group are mainly carried out
in the PRC, the directors of the Company consider it appropriate to present the consolidated financial
statements in RMB.
As referred to in Note 10, the Group discontinued its business of manufacture and sale of biomass fuel
products on 29 December 2017. Results of the Group’s operations attributable to this business are presented
as discontinued operations in the consolidated statement of profit or loss and other comprehensive income.
Certain comparative figures have been restated to consistent with the current year’s presentation.
2. APPLICATION OF HONG KONG FINANCIAL REPORTING STANDARDS (“HKFRSs”)
New and revised HKFRSs applied in the current year
In the current year, the Group has applied the following new and revised HKFRSs issued by the Hong Kong
Institute of Certified Public Accountants (“HKICPA”):
Amendments to HKAS 7 Disclosure Initiative
Amendments to HKAS 12 Recognition of Deferred Tax Assets for Unrealised Losses
Amendments to HKFRS 12 As part of the Annual Improvements to HKFRSs 2014–2016 Cycle
The application of these new and revised HKFRSs in the current year has had no material impact on the
Group’s financial performance and financial position for the current and prior years and/or on the
disclosures set out in the consolidated financial statements.
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New and revised HKFRSs in issue but not yet effective
The Group has not early applied the following new and revised HKFRSs that have been issued but are not
yet effective:
HKFRS 9 Financial Instruments1
HKFRS 15 Revenue from Contracts with Customers and
the related Amendments1
HKFRS 16 Leases2
HKFRS 17 Insurance Contracts4
HK(IFRIC)-Int 22 Foreign Currency Transactions and Advance Consideration1
HK(IFRIC)-Int 23 Uncertainty over Income Tax Treatments2
Amendments to HKFRS 2 Classification and Measurement of Share-based
Payment Transactions1
Amendments to HKFRS 4 Applying HKFRS 9 Financial Instruments with
HKFRS 4 Insurance Contracts1
Amendments to HKFRS 9 Prepayment Features with Negative Compensation2
Amendments to HKFRS 10 Sale or Contribution of Assets between an Investor and
and HKAS 28 its Associate or Joint Venture3
Amendments to HKAS 28 Long-term Interests in Associates and Joint Ventures 2
Amendments to HKAS 28 As part of the Annual Improvements to HKFRSs 2014–2016 Cycle 1
Amendments to HKAS 40 Transfers of Investment Property1
Amendments to HKFRSs Annual Improvements to HKFRSs 2015–2017 Cycle2
1 Effective for annual periods beginning on or after 1 January 2018.
2 Effective for annual periods beginning on or after 1 January 2019.
3 Effective for annual periods beginning on or after on or after a date to be determined.
4 Effective for annual periods beginning on or after 1 January 2021.
3. REVENUE
An analysis of the Group’s revenue is as follows:
Continuing Discontinued
Operations Operations Total
2017 2016 2017 2016 2017 2016
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Revenue from sales of goods 24,046 2,135 105 2,308 24,151 4,443
Income from provision of services 55,416 10,999 – – 55,416 10,999
Rental income from container
houses 570 – – – 570 –
Interest income from
money lending business 5,540 4,672 – – 5,540 4,672

85,572 17,806 105 2,308 85,677 20,114

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4. SEGMENT INFORMATION
Information reported to the chairman of the board (being the chief executive decision maker) for the
purposes of resource allocation and assessment of segment performance focuses on the types of goods and
services delivered. Continuing operations and discontinued operations segments identified by the chief
operating decision maker have been aggregated in arriving at the reportable segments of the Group.
Specifically, the Group’s reportable, operating and discontinued segments under HKFRS 8 are as follows:
Continuing operations :
(i) Forestry Business — plantation, logging and sale of timber related products.
(ii) Container Houses Business — provision of services in relation to management, leasing, sale and
installation of container houses and related business.
(iii) Money Lending Business — provision of money lending services.
Discontinued operations:
Biomass Fuel Business — manufacture and sale of biomass fuel products.
Information regarding the above segments for the years ended 31 December 2017 and 2016 is presented
below.
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Segment revenues and results
The following is an analysis of the Group’s revenue and results by reportable segments:
For the year ended 31 December 2017
Discontinued
Continuing Operations Operations
Container Money Biomass
Forestry Houses Lending Fuel
Business Business Business Sub-total Business Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Segment revenue 24,046 55,986 5,540 85,572 105 85,677
•
Segment profit (loss) 53,716* (29,280)# 4,517 28,953 (1,947) 27,006

Bank interest income 32
Other unallocated income 3,323
Gain on disposal of subsidiaries 7,957
Gain on change in fair value of contingent
consideration payable 30,253
Loss on early redemption on promissory notes (13,728)
Loss on change in fair value of derivative
financial instruments (199)
Other unallocated expenses (39,288)
Finance costs (27,924)

Loss before tax (12,568)
Income tax credit 4,829

Loss for the year (7,739)
•
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For the year ended 31 December 2016
Discontinued
Continuing Operations Operations
Container Money Biomass
Forestry Houses Lending Fuel
Business Business Business Sub-total Business Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Segment revenue 2,135 10,999 4,672 17,806 2,308 20,114

Segment profit (loss) (28,705)* 713# 4,009 (23,983) (7,311) (31,294)

Bank interest income 94
Other unallocated income 735
Gain on disposal of subsidiaries 2,510
Gain on change in fair value of contingent
consideration payable 22,766
Loss on change in fair value of derivative
financial instruments (2,668)
Loss on early repayment of
promissory notes (1,815)
Other unallocated expenses (24,449)
Finance costs (18,615)

Loss before tax (52,736)
Income tax expense (654)

Loss for the year (53,390)

2017 2016
RMB’000 RMB’000
* Segment profit (loss) of Forestry Business before change
in fair value less costs to sell of plantation forest assets 10,085 (1,555)
Net gain (loss) on change in fair value less costs to sell of
plantation forest assets 43,631 (27,150)

Segment profit (loss) of Forestry Business 53,716 (28,705)

# Segment profit of Container Houses Business before
amortization and impairment 48,938 9,649
Amortisation of other intangible assets (26,810) (8,936)
Impairment on goodwill and other intangible assets (51,408) –

Segment (loss) profit of Container Houses Business (29,280) 713

Segment revenue reported above represents revenue generated from external customers. There were no
inter-segment sales in the current year (2016: Nil).
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