China Tian Lun Gas Holdings Limited 中國天倫燃氣控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 01600)
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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. China Tian Lun Gas Holdings Limited 中國天倫燃氣控股有限公司 (incorporated in the Cayman Islands with limited liability) (Stock code: 01600) Announcement of Annual Results for the year ended 31 December 2012 For the year ended 31 December 2012, revenue of the Group amounted to approximately RMB716,362,000, representing an increase of approximately 58.86%, as compared with approximately RMB450,931,000 in the corresponding period of last year. For the year ended 31 December 2012, profit attributable to owners of the Company amounted to approximately RMB135,097,000, representing an increase of approximately 63.30%, as compared with approximately RMB82,730,000 in the corresponding period of last year. For the year ended 31 December 2012, earnings per share of the Company was approximately RMB0.16, representing an increase of approximately 60.00%, as compared with approximately RMB0.10 in 2011. The board (the “Board”) of directors (the “Directors”) of China Tian Lun Gas Holdings Limited (the “Company”, together with its subsidiaries collectively referred to as the “Group”) is pleased to announce the annual results of the Group for the year ended 31 December 2012 (the “Reporting Period”). — 1 — CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (All amounts in Renminbi (“RMB”)) Year ended 31 December 2012 2011 Note RMB’000 RMB’000 Revenue 4 716,362 450,931 Cost of sales (465,126) (278,927) Gross profit 251,236 172,004 Distribution costs (11,863) (7,793) Administrative expenses (56,167) (48,187) Other income 9,546 10,737 Other gains — net 12,766 290 Operating profit 205,518 127,051 Finance income 32,488 5,454 Finance costs (35,073) (14,872) Finance costs — net 6 (2,585) (9,418) Profit before income tax 5 202,933 117,633 Income tax expense 7 (53,710) (27,280) Profit for the year 149,223 90,353 Other comprehensive income for the year, net of tax — — Total comprehensive income for the year 149,223 90,353 Profit and total comprehensive income attributable to: Owners of the Company 135,097 82,730 Non-controlling interests 14,126 7,623 149,223 90,353 Earnings per share for profit attributable to owners of the Company (RMB per share) — Basic and diluted 8 0.16 0.10 Dividends 13 — — — 2 — CONSOLIDATED BALANCE SHEET (All amounts in RMB) As at 31 December 2012 2011 Note RMB’000 RMB’000 ASSETS Non-current assets Lease prepayments 48,141 29,706 Property, plant and equipment 526,520 568,573 Investment properties 9,561 10,058 Intangible assets 441,197 423,991 Deferred income tax assets 2,237 1,917 Trade and other receivables 9 13,336 14,870 Other non-current assets 2,075 2,382 1,043,067 1,051,497 Current assets Inventories 73,674 45,067 Trade and other receivables 9 160,303 101,329 Available for sale — 62,000 Financial assets at fair value through profit or loss 375,983 — Restricted cash — 5,000 Cash and cash equivalents 368,940 310,762 978,900 524,158 Total assets 2,021,967 1,575,655 EQUITY Equity attributable to owners of the Company Share capital 10 7,077 7,077 Share premium 10 454,188 454,188 Reserves 11 19,061 4,817 Retained earnings 270,885 150,048 751,211 616,130 Non-controlling interests 145,055 168,090 Total equity 896,266 784,220 LIABILITIES Non-current liabilities Trade and other payables 12 — 25,000 Borrowings 165,901 186,074 Deferred income tax liabilities 43,325 30,188 209,226 241,262 — 3 — CONSOLIDATED BALANCE SHEET (Continued) (All amounts in RMB) As at 31 December 2012 2011 Note RMB’000 RMB’000 Current liabilities Trade and other payables 12 141,425 172,895 Advance from customers 114,750 87,123 Current income tax liabilities 20,476 5,478 Borrowings 639,824 284,677 916,475 550,173 Total liabilities 1,125,701 791,435 Total equity and liabilities 2,021,967 1,575,655 Net current assets / (liabilities) 62,425 (26,015) Total assets less current liabilities 1,105,492 1,025,482 — 4 — 1. GENERAL INFORMATION OF THE GROUP China Tian Lun Gas Holdings Limited (the “Company”) was incorporated on 20 May 2010 in the Cayman Islands under the Companies Law (2010 Revision) of the Cayman Islands as an exempted company with limited liability. The Company is an investment holding company and was listed on the Main Board of the Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 10 November 2010. The Company and its subsidiaries (hereinafter collectively referred to as the “Group”) are principally engaged in the gas pipeline connections by providing residential, commercial and industrial users with laying and installation and transportation, distribution and sales of gases including natural gas and compressed natural gas (the “CNG”) and production and sales of liquefied natural gas (“LNG”) in bulk and in cylinders in certain cities of the People’s Republic of China (the “PRC”). The address of the Company’s registered office is Clifton House, 75 Fort Street, PO Box 1350, Grand Cayman, KY1-1108, Cayman Islands. These consolidated financial statements have been approved for issue by the Board of Directors on 28 March 2013. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES 2.1 Basis of preparation The consolidated financial statements of the Company have been prepared in accordance with Hong Kong Financial Reporting Standards (HKFRS). The preparation of financial statements in conformity with HKFRS 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 or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3. 2.2 Changes in accounting policies and disclosures The new standard adopted by the Group: The HKICPA has amended HKAS 12, ‘Income taxes’, to introduce an exception to the principle for the measurement of deferred tax assets or liabilities arising on an investment property measured at fair value. HKAS 12 requires an entity to measure the deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of the asset through use or sale. The amendment introduces a rebuttable presumption that an investment property measured at fair value is recovered entirely by sale. The amendments do not have a material impact on the Group’s financial statements. — 5 — 3. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and judgments concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. (a) Assessment of impairment of goodwill The Group tests annually whether goodwill has suffered any impairment, The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates. (b) Income taxes The Group’s subsidiaries that operate in the PRC are subject to corporate income tax in the PRC. Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Deferred income tax assets relating to certain temporary differences and tax losses are recognised as management considers it is probable that future taxable profit will be available against which the temporary differences or tax losses can be utilised. Where the expectation is different from the original estimate, such differences will impact the recognition of deferred income tax assets and income tax expense in the period in which such estimate is changed. As at 31 December 2012, the Group has deferred income tax assets of approximately RMB2,237,000 (2011: RMB1,917,000). To the extent that it is probable that the taxable profit will be available against which the deductible temporary differences will be utilised, deferred income tax assets are recognised for temporary differences arising from provision for impairment of assets, accrued expenses, tax losses and depreciation. Should the Group be required to increase the tax rate, every 1% increment in tax rate would render a further write up of deferred tax assets in the amount of approximately RMB89,000 (2011: RMB81,000). (c) Purchase price allocation for business combination other than common control combinations Accounting for business combinations require the Group to allocate the cost of the acquisition to the specific assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The Group undertakes a process to identify all assets and liabilities acquired, including any identified intangible assets where appropriate.