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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. KINGBOARD CHEMICAL HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 148)
INTERIM RESULTS ANNOUNCEMENT
FINANCIAL HIGHLIGHTS
Six months ended 30 June
Profit before tax
Net profit attributable to owners of the
Basic earnings per share#
Interim dividend per share#
Special dividend per share
Net asset value per share#
Net gearing
Adjusted for the bonus share issue incurred for the six months ended 30 June 2012 and 2013 as if the bonus share issue had occurred on 1 January 2012. The board of directors (the “Board”) of Kingboard Chemical Holdings Limited (the “Company”) is pleased to announce the unaudited consolidated results of the Company and its subsidiaries (collectively referred to as the “Group”) for the six months ended 30 June 2013 together with the comparative figures for the corresponding period in 2012 as follows: Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
Six months ended 30 June
Gain on disposal of available-for-sale investments Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
Six months ended 30 June
Other comprehensive income for the period: Items that may be subsequently reclassified to profit or loss: Deferred tax recognised in relation to change in cash Reclassification adjustment relating to transfer of Fair value changes of available-for-sale investments Reclassification adjustment relating to disposal of Exchange differences arising on translation of foreign operations and to presentation currency Other comprehensive income (expense) for the period Total comprehensive income for the period Total comprehensive income for the period attributable to: Condensed Consolidated Statement of Financial Position
31 December
Trade and other receivables and prepayments Deposits received from pre-sale of residential units 31 December
Equity attributable to owners of the Company Basis of preparation
The condensed consolidated financial statements have been prepared in accordance with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and with Hong Kong Accounting Standard (“HKAS”) 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”).
Principal Accounting Policies
The condensed consolidated financial statements have been prepared on the historical cost basis, except for certain properties and financial instruments, which are measured at fair value, as appropriate.
Except as described below, the accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended 30 June 2013 are the same as those followed in the preparation of the Group’s annual financial statements for the year ended 31 December 2012.
In the current interim period, the Group has applied, for the first time, the following new or revised Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the HKICPA that are relevant for the preparation of the Group’s condensed consolidated financial statements: Annual improvement to HKFRSs 2009 – 2011 cycle Disclosure of Interests in Other Entities Consolidated Financial Statements, Joint Arrangements and disclosure of interest in Other Entities: Transition Guidance Investments in Associates and Joint Ventures Disclosures – Offsetting Financial Assets and Financial Presentation of Items of Other Comprehensive Income; and Stripping Costs in the Production Phase of a Surface Mine.
IFRIC represents the International Finance Reporting Interpretation Committee.
The application of the above new or revised HKFRSs in the current interim period has had no material effect on the amounts reported in these condensed consolidated financial statements and/or disclosures set out in these condensed consolidated financial statements.
3. Segment
information
HKFRS 8 “Operating Segments” requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker (“CODM”) in order to allocate resources to segments and to assess their performance. Specifically, the Group’s operating segments under HKFRS 8 are as follows: including service incomes, manufacture and sale of liquid Under HKFRS 8, reported segment information is based on internal management reporting information that is regularly reviewed by the executive directors, being the CODM of the Group. The measurement policies the Group used for segment reporting under HKFRS 8 are the same as those used in its HKFRS financial statements. The CODM assess segment profit or loss using a measure of operating profit whereby certain items are not included in arriving at the segment results of the operating segments (share of results of associates, gain on disposal of available-for-sale investments, income tax expense, finance costs, share-based payments, unallocated corporate income and expenses).
Segment revenues and results by reportable segments are presented below: Laminates
Chemicals
Properties
Others Eliminations Consolidated
Six months ended 30 June 2013
Inter-segment sales are charged by reference to market prices.
Laminates
Chemicals
Properties
Others Eliminations Consolidated
Six months ended 30 June 2012
Inter-segment sales are charged by reference to market prices.
4. Depreciation
During the reporting period, depreciation of approximately HK$1,113,700,000 (1 January 2012 to 30 June 2012: HK$1,078,600,000) was charged in respect of the Group’s properties, plant and equipment.
Six months ended 30 June
Dividends from available-for-sale investments Interest income from available-for-sale investments Interest income from held-to-maturity investments 6. Finance
Six months ended 30 June
Interest on bank borrowings wholly repayable within five years Interest on bank borrowings not wholly repayable within five years Interest paid in relation to the interest rate swap contracts Less: Amount capitalised in the cost of qualifying assets Borrowing costs capitalised during the reporting period arose on the general borrowing pool and were calculated by applying a capitalisation rate of 1.1% for the period (1 January 2012 to 30 June 2012: 1.1%) per annum.
Income tax expense
Six months ended 30 June
Hong Kong Profits Tax has been provided at the rate of 16.5% (2012: 16.5%) on the estimated assessable profits for the period. The income tax provision in respect of operations in other jurisdictions is calculated at the applicable tax rates on the estimated assessable profits for the period based on the relevant jurisdictions.
8. Interim
dividend
The Directors have resolved to declare an interim dividend and a special dividend for the six months ended 30 June 2013 of HK10 cents (1 January 2012 to 30 June 2012: HK10 cents or HK8.3 cents after adjusting for the bonus share issue in 2013) and HK20 cents (1 January 2012 to 30 June 2012: Nil) per share respectively to the shareholders of the Company whose names appear on the register of members of the Company on Thursday, 19 September 2013. The dividend warrants will be dispatched on or around Friday, 27 September 2013.
Earnings per share
The calculations of basic and diluted earnings per share attributable to the owners of the Company are based on the following data: Six months ended 30 June
Earnings for the purpose of calculating basic and Number of shares
Weighted average number of ordinary shares for the purpose of calculating basic and diluted earnings per share (Note) Note: The weighted average number of ordinary shares used in calculating the basic earnings per share and diluted earnings per share is adjusted for the bonus share issue incurred for the six months ended 30 June 2012 and 2013 as if the bonus share issue had occurred on 1 January 2012.
No diluted earnings per share for the six months ended 30 June 2013 and 30 June 2012 has been presented in respect of the Company’s share options and warrants because the exercise prices of the Company’s share options and warrants were higher than the average market price of the Company’s shares during the period.
Additions to properties, plant and equipment
During the reporting period, the Group spent approximately HK$578 million (1 January 2012 to 30 June 2012: HK$1,269 million) on acquisition of properties, plant and equipment.
Trade and other receivables and prepayments and bills receivables
31 December
Deposits paid for acquisition for land use right of development Land appreciation tax on pre-sale properties The Group allows credit periods of up to 120 days, depending on the products sold, to its trade customers.
The following is an aged analysis of the trade receivables at the end of the reporting period: 31 December
All bills receivables of the Group are aged within 90 days (31 December 2012: 90 days) at the end of the reporting period.
Trade and other payables and bills payables
The following is an aged analysis of the trade payables at the end of the reporting period: 31 December
All bills payables of the Group are aged within 90 days (31 December 2012: 90 days) at the end of the reporting period.
BUSINESS REVIEW
On behalf of the Board of Directors, I am pleased to report to our shareholders that Kingboard Chemical Holdings Limited (the “Group”) delivered another set of satisfactory results for the six months ended 30 June 2013 (“1H 2013”). During the reporting period, the US economy gained positive momentum towards recovery while the European economy also continued to improve. Against a backdrop of on-going economic restructuring in China, the Chinese economy continued on a path of sustained growth.
Leveraging on a solid foundation, the performance of our laminate and printed circuit board (“PCB”) divisions was relatively stable. As the new Yangzhou phenol/acetone plant in Jiangsu province ramped up to full production in 1H 2013, the substantial increase in output volume boosted revenue and earnings for the chemical division. With regards to the property division, the overall occupancy rate of our investment properties portfolio reached over 95%. Our rental income increased substantially in the first six months of this year, driven by additional rental contribution from investment properties located in Guangzhou, Hong Kong and London. The Group’s first residential development project, Shanghai Yu Garden, enjoyed unprecedented success. The comprehensive facilities with excellent property management service won the approval from the buyers of this project which greatly promoted brand image of Kingboard as a property developer in the market. As a result, the pre-sale results in 1H 2013 for both Qiandeng Kingboard Yu Garden and Huaqiao Kingboard Yu Garden far exceeded management’s expectations.
Despite a challenging operating environment in 1H 2013, our experienced management team reacted promptly to changes in the market to tap new business opportunities. With stringent controls over capital expenditure and operating costs, management continued to emphasize on improving operating efficiency. With the dedicated support from our employees, all core business divisions continued to deliver profitable results. Group revenue increased 3% to HK$17,080.9 million. EBITDA was HK$2,613.5 million and net profit increased 3% to HK$933.3 million.
It has been 20 years since Kingboard Group was listed on the main board of The Stock Exchange of Hong Kong Limited. Kingboard has grown from one single laminate plant into a diversified enterprise operating more than 60 manufacturing plants with total assets value over HK$60 billion. Our exceptional achievement earned the acclaim from investors, bankers, customers and vendors alike. To celebrate this accomplishment and to reward our shareholders, the Board resolved to declare an interim dividend of HK10 cents per share, and a special dividend of HK20 cents per share, constitutes a total dividend of HK30 cents per share.
Financial Highlights
Six months ended 30 June
Net profit attributable to owners of the Adjusted for the bonus share issue incurred for the six months ended 30 June 2012 and 2013 as if the bonus share issue had occurred on 1 January 2012. PERFORMANCE
Demand for global electronics products has been driven by high technology products. With acute market insight, the Group successfully captured business opportunities in smart-phones, LED and automotive industry with ongoing capacity upgrade to increase the output of high-performance laminates. As a result, laminate shipment volume was up 7%, to an average monthly shipment of 8.8 million square metres. Laminate division revenue (including inter-segment sales) increased 3% to HK$6,432.2 million, with EBITDA of HK$1,081.9 million.
Performance of the PCB division remained stable. Despite softer demand for conventional electronic products, demand for telecommunication equipment and portable products like smart-phones remained buoyant. With on-going product mix enhancements to focus on high density interconnect (“HDI”) PCB business to meet customer demand, HDI revenue contribution increased by 2% to 21% of total PCB revenue in 1H 2013. Turnover of PCB division reached HK$3,430.8 million while EBITDA was HK$434.0 million.
For the chemical division, the Yangzhou phenol/acetone plant in Jiangsu province was in full production which increased phenol/acetone capacity greatly for the Group. Meanwhile, coal chemical business in 1H 2013 delivered an outstanding performance. As a result, chemical division revenue (including inter-segment sales) increased 13% to HK$8,071.3 million, and EBITDA increased 30% to HK$843.9 million. Share of associates results (the bulk of which was contributed by our nature gas based methanol plant joint venture with China BlueChemical Limited) was HK$80.5 million.
As there was no income recognition for property sales in property division in 1H 2013, property division income declined 71% to HK$253 million, bulk of which related to rental income from the investment properties. In 1H 2012, property division income comprised property sales income of HK$720 million and rental income of HK$164 million. Rental income increased by 54% against the previous year – mainly due to additional rental contribution from the commercial properties in Hong Kong and London acquired in 2012. Current occupancy rate of all our investment properties is maintained at over 95%. Pre-sale of the residential projects in Kunshan delivered outstanding results. Contract sales reached approximately RMB715 million with contract sales area of around 94,400 square meters. As at 30 June 2013, the Group held a land bank of approximately 5 million square metres of gross floor area located at prime sites in major cities such as Guangzhou, Shanghai and Kunshan in China laying a solid foundation for future property project developments.
LIQUIDITY AND CAPITAL RESOURCES
Our financial and liquidity position continued to be solid. As at 30 June 2013, net current assets and current ratio of the Group were approximately HK$19,341.5 million (31 December 2012 – HK$16,424.3 million) and 2.38 (31 December 2012 – 2.31) respectively.
The net working capital cycle increased from 49 days as at 31 December 2012 to 58 days as at 30 June 2013 on the following key metrics: Inventories, in terms of stock turnover days, increased to 47 days (31 December 2012 – 39 days).
Trade receivables, in terms of debtors turnover days, increased to 58 days (31 December 2012 – 51 days).
Trade and bills payable, in terms of creditors turnover days, increased to 47 days (31 December 2012 – 41 days).
The Group’s net gearing ratio (ratio of interest bearing borrowings net of cash and cash equivalents to total equity) was 50% (31 December 2012 – 38%). The proportion of bank borrowings between short term and long term stood at 31%:69% (31 December 2012 – 32%:68%). During the period under review, the Group invested around HK$580 million and HK$2.84 billion in new production capacity and property development projects respectively. As at 30 June 2013, the Group had cash on hand and committed and undrawn banking facilities of HK$4.4 billion and HK$2 billion respectively. Hence, with a robust balance sheet coupled with strong liquidity, the Group is well equipped to ride through any challenges and capture new growth opportunities in the market place.
The Group continued to adopt a prudent financial management policy including the use of interest rate swap contracts to minimize exposure to fluctuation in interest rate movement. The Group did not enter into any derivative financial instruments in 1H 2013.There was no material foreign exchange exposure to the Group during the period under review. The Group’s revenue, mostly denominated in Hong Kong dollars, RMB and US dollars, was fairly matched with the currency requirement of operating expenses.
HUMAN RESOURCES
As at 30 June 2013, the Group had a global workforce of approximately 46,700 (31 December 2012 – 43,400). The increase in headcount was in line with the expanded business activities. In addition to offering a competitive salary package, the Group grants share options and discretionary bonuses to eligible employees based on our overall financial achievement and individual performance.
PROSPECTS
Looking ahead, the macro business operating environment looks positive. Leveraging on the competitive advantages of our vertical-integration business model and economies of scale, the Group is confident of nurturing change in all divisions in response to market changes.
With regard to the laminate division, laminate plants in Jiangmen, Guangdong province and Jiangyin, Jiangsu province will continue to expand capacity in the second half of 2013 in order to provide a good product range to tap into the LED and automotive market.
As the number of mobile internet users continues to rise, global telecommunication service providers are gearing up the 4G LTE infra-structure to meet user demand. In turn, this will drive the PCB demand from this sector. Furthermore, demand for smart-phones and tablets remain robust. The Group will continue to expand its PCB capacity to expand our market share in HDI and other advance products.
With regard to the chemical division, we plan to ramp up PVC capacity in Hengyang plant, Hunan province in 2H 2013. Furthermore, management will continue to exert strict costs control and push operational efficiency to sharpen our competitiveness.
Property division is expected to continue to post a strong performance in 2H 2013. Decoration work of Guangzhou Kingboard Plaza at Zhujiang Xincheng has been completed. Demand from prospective tenants for this project has been very positive. This project is expected to generate rental income in 2H 2013, which will further fuel the Group’s rental income growth. In addition, property pre-sales continued to show strong momentum in July. The Group plans to launch additional residential projects for sale in future to meet market demand.
We are confident that the prospects for the Chinese economy will remain positive. The Chinese Central government continues to implement prudent financial policies to encourage domestic consumption and achieve sustained economic growth. With a diversified business portfolio, the Group will continue to invest in enhancing the competencies of our core businesses so as to prepare the Group for future business opportunities.
APPRECIATION
On behalf of the Board, I would like to take this opportunity to express my sincere gratitude to our shareholders, customers, banks, and to our management and employees for their unreserved support to the Group during the reporting period.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Tuesday, 17 September 2013 to Thursday, 19 September 2013 (both days inclusive) during which period no transfers of shares will be registered. In order to qualify for receiving the interim dividend and the special dividend, the Company’s shareholders are reminded to ensure that all transfers of shares, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:00 p.m. on Monday, 16 September 2013.
PURCHASE, SALE OR REDEMPTION OF COMPANY’S LISTED SECURITIES
During the six months ended 30 June 2013, there was no purchase, sale or redemption by the Company or any of its subsidiaries of the Company’s listed securities on the Stock Exchange.
AUDIT COMMITTEE
The Audit Committee has reviewed with the management the accounting principles and practices adopted by the Group and discussed auditing, internal control and financial reporting matters including the review of the unaudited interim financial statements of the Group for the six months ended 30 June 2013.
COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
In the opinion of the Directors, the Company complied with the applicable code provisions as set out in the Corporate Governance Code and Corporate Governance Report (the “CG Code”) under Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) throughout the six months ended 30 June 2013, save for the deviation that the non-executive Director and independent non-executive Directors are not appointed for specific terms pursuant to paragraph A.4.1 of the CG Code. Notwithstanding the aforesaid deviation, all the Directors (including the non-executive Director and independent non-executive Directors) are subject to retirement by rotation and re-election at the Company’s annual general meeting in compliance with the Company’s Articles of Association. As such, the Company considers that sufficient measures have been taken to ensure that the Company’s corporate governance practices are no less exacting than those in the CG Code. In addition, Mr. Henry Tan, a former independent non-executive Director and member of the audit committee of the Company, retired from the aforesaid roles immediately after the Company’s annual general meeting held on 6 May 2013. According to Rule 3.10A of the Listing Rules, an issuer must appoint independent non-executive directors representing at least one-third of the board. Also, Rule 3.21 of the Listing Rules requires that an audit committee must comprise a minimum of three members. Upon Mr. Tan’s retirement, the number of members of the Company’s audit committee fell below three as required under Rule 3.21 of the Listing Rules and the number of independent non-executive Directors of the Company represented less than one-third of the board. The Company has endeavoured to identify a suitable candidate to take up the role as an independent non-executive director and a member of the audit committee. Mr. Tang King Shing has become a new independent non-executive Director and member of the audit committee of the Company with effect from 1 August 2013 and both Rules 3.10A and 3.21 of the Listing Rules have been complied with by the Company.
COMPLIANCE WITH THE MODEL CODE
The Company has adopted a code of conduct regarding securities transactions by Directors on terms no less exacting than the required standard set out in Appendix 10 to the Listing Rules (the “Model Code”). Following a specific enquiry, each Director has confirmed that he or she has complied with the required standard set out in the Model Code and the code of conduct regarding director’s securities transactions adopted by the Company throughout the six months ended 30 June 2013.
Kingboard Chemical Holdings Limited
Cheung Kwok Wing
As at the date of this announcement, the Board consists of Messrs. Cheung Kwok Wing, Cheung Kwong Kwan, Chang Wing Yiu, Ho Yin Sang, Cheung Wai Lin, Stephanie, Mok Cham Hung, Chadwick, and Chen Maosheng, being the executive Directors, Mr. Chan Wing Kwan, being the non-executive Director, and Messrs. Cheng Wai Chee, Christopher, Lai Chung Wing, Robert, Tang King Shing, and Tse Kam Hung, being the independent non-executive Directors.

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