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 Haisheng Juice Holdings Co., Ltd.

中國海升果汁控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 0359)

ANNOUNCEMENT OF THE INTERIM RESULTS FOR

THE SIX MONTHS ENDED 30 JUNE 2019

HIGHLIGHTS

  • For the six months ended 30 June 2019, the Group's unaudited turnover decreased from approximately RMB814.1 million to approximately RMB503.4 million, representing a decrease of approximately 38.2% over the same period of last year.
  • For the six months ended 30 June 2019, the Group's unaudited loss attributable to owners of the Company increased from approximately RMB21.4 million to approximately RMB79.9 million, representing an increase of approximately 272.7% over the same period of last year.
  • The Board does not recommend the payment of an interim dividend for the six months ended 30 June 2019 (2018: Nil).

UNAUDITED INTERIM RESULTS

The board of directors ("Board") of China Haisheng Juice Holdings Co., Ltd. (the "Company") hereby announces the unaudited consolidated interim results of the Company and its subsidiaries (collectively referred to as the "Group") for the six months ended 30 June 2019, with the comparative figures for the corresponding period in 2018, as follows:

1

CONDENSED CONSOLIDATED STATEMENT OF INCOME OR LOSS AND OTHER COMPREHENSIVE INCOME

For the six months ended 30 June 2019

(Unaudited)

Six months ended 30 June

2019

2018

NOTES

RMB'000

RMB'000

Revenue

4

503,412

814,138

Cost of sales

(363,684)

(670,605)

Gross profit

139,728

143,533

Other income

111,461

98,161

Other gains and losses

5,357

53,616

Distribution and selling expenses

(129,866)

(143,851)

Administrative expenses

(126,364)

(114,086)

Other operating expenses

(2,945)

(1,134)

Finance costs

(73,595)

(59,078)

Share of results of an associate

(226)

(1,209)

Loss before taxation

(76,452)

(24,048)

Taxation

6

(4,187)

(8,930)

Loss for the period

7

(80,639)

(32,978)

Other comprehensive income/(expense)

Items that may be reclassified subsequently to profit

or loss:

Exchange difference arising on translation of foreign

operations

(94)

227

Other comprehensive income/(expense) for the period

(94)

227

Total comprehensive expense for the period

(80,733)

(32,751)

2

(Unaudited)

Six months ended 30 June

2019

2018

NOTES

RMB'000

RMB'000

Loss for the period attributable to:

Owners of the Company

(79,922)

(21,445)

Non-controlling interests

(717)

(11,533)

(80,639)

(32,978)

Total comprehensive expense attributable to:

Owners of the Company

(80,016)

(21,218)

Non-controlling interests

(717)

(11,533)

(80,733)

(32,751)

Dividends

8

-

-

Loss per share (RMB cents)

Basic

9

(6.20)cents

(1.66)cents

Diluted

9

(6.20)cents

(1.66)cents

3

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 30 June 2019

30 June

31 December

2019

2018

(Unaudited)

(Audited)

NOTES

RMB'000

RMB'000

NON-CURRENT ASSETS

Property, plant and equipment

10

3,673,784

3,101,839

Right-of-use assets

1,007,966

-

Prepaid land lease payments

-

154,215

Bearer plants

11

1,215,411

1,130,881

Investment in an associate

7,523

7,749

Biological assets

104,413

119,780

Prepayments for acquisition of bearer plants

16,608

6,293

Deposits for acquisition of property, plant and equipment

30,805

22,406

Total non-current assets

6,056,510

4,543,163

CURRENT ASSETS

Prepaid land lease payments

-

18,567

Biological assets

42,431

31,842

Inventories

12

686,188

748,092

Trade and other receivables

13

696,430

432,444

Amounts due from related companies

164

164

Pledged bank deposits

261,706

348,629

Bank balances and cash

376,281

309,033

Total current assets

2,063,200

1,888,771

CURRENT LIABILITIES

Trade and other payables

14

1,429,111

1,089,593

Bills payables

372,505

409,854

Current tax liabilities

277

277

Dividend payable to non-controlling shareholders of

a subsidiary

63

63

Bank and other borrowings

1,726,018

1,338,424

Lease liabilities

248,927

-

Finance lease payables

-

171,449

Deferred government grants

17,078

7,409

Total current liabilities

3,793,979

3,017,069

Net current liabilities

(1,730,779)

(1,128,298)

4

30 June

31 December

2019

2018

(Unaudited)

(Audited)

NOTES

RMB'000

RMB'000

Total assets less current liabilities

4,325,731

3,414,865

NON-CURRENT LIABILITIES

Other liabilities

-

47,995

Bills payables

-

25,598

Bank and other borrowings

1,433,619

1,170,861

Lease liabilities

819,164

-

Finance lease payables

-

179,423

Deferred government grants

171,699

143,472

Deferred tax liabilities

26,805

26,805

Total non-current liabilities

2,451,287

1,594,154

NET ASSETS

1,874,444

1,820,711

CAPITAL AND RESERVES

Equity attributable to owners of the Company

Share capital

13,296

13,296

Reserves

1,180,730

1,226,968

1,194,026

1,240,264

Non-controlling interests

680,418

580,447

TOTAL EQUITY

1,874,444

1,820,711

5

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 June 2019

Attributable to Owners of the Company

Share

Statutory

Non-

Share

Share

option

Special

Translation

surplus

Other

Retained

controlling

Total

capital

premium

reserve

reserve

reserve

reserve

reserve

profits

Total

interests

equity

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

At 1 January 2018 (audited)

13,296

212,838

4,352

258,722

(622)

196,683

(16,488)

488,413

1,157,194

353,403

1,510,597

Adjustment on initial application of IFRS 9 (audited)

-

-

-

-

-

-

-

(109)

(109)

-

(109)

Restated balance at 1 January 2018 (audited)

13,296

212,838

4,352

258,722

(622)

196,683

(16,488)

488,304

1,157,085

353,403

1,510,488

Loss for the period (unaudited)

-

-

-

-

-

-

-

(21,445)

(21,445)

(11,533)

(32,978)

Exchange differences arising on translation of

foreign operations (unaudited)

-

-

-

-

227

-

-

-

227

-

227

Total comprehensive income/(expense)

for the period (unaudited)

-

-

-

-

227

-

-

(21,445)

(21,218)

(11,533)

(32,751)

Contribution from minority shareholder

of subsidiaries (unaudited)

-

-

-

-

-

-

-

-

-

117,810

117,810

Appropriated from accumulated profits (unaudited)

-

-

-

-

-

5,900

-

(5,900)

-

-

-

At 30 June 2018 (unaudited)

13,296

212,838

4,352

258,722

(395)

202,583

(16,488)

460,959

1,135,867

459,680

1,595,547

At 1 January 2019 (audited)

13,296

212,838

-

258,722

(191)

220,098

(13,426)

548,927

1,240,264

580,447

1,820,711

Loss for the period (unaudited)

-

-

-

-

-

-

-

(79,922)

(79,922)

(717)

(80,639)

Exchange differences arising on translation of

foreign operations (unaudited)

-

-

-

-

(94)

-

-

-

(94)

-

(94)

Total comprehensive income/(expense)

for the period (unaudited)

-

-

-

-

(94)

-

-

(79,922)

(80,016)

(717)

(80,733)

Contribution from minority shareholder

of subsidiaries (unaudited)

-

-

-

-

-

-

-

-

-

100,688

100,688

Change in ownership interest in subsidiaries

without loss of control (unaudited)

-

-

-

-

-

-

33,778

-

33,778

-

33,778

Appropriated from accumulated profits (unaudited)

-

-

-

-

-

-

-

-

-

-

-

At 30 June 2019 (unaudited)

13,296

212,838

-

258,722

(285)

220,098

20,352

469,005

1,194,026

680,418

1,874,444

6

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

For the six months ended 30 June 2019

(Unaudited)

Six months ended 30 June

2019

2018

RMB'000

RMB'000

Net cash generated from operating activities

187,943

457,608

Net cash used in investing activities

Purchases of property, plant and equipment

(636,550)

(361,891)

Purchases of bearer plants

(108,313)

(139,254)

Purchases of prepaid land lease payments

-

(29,530)

Decrease/(increase) in pledged bank deposits

86,923

(79,347)

Other investing activities

4,008

739

(653,932)

(609,283)

Net cash generated from financing activities

New bank and other borrowings raised

1,627,018

1,041,986

Repayment of bank and other borrowings

(976,666)

(926,366)

Payments of lease liabilities

(216,540)

-

Capital contributions from non-controlling interests

134,466

117,810

Other financing activities

(35,041)

16,876

533,237

250,306

Increase in cash and cash equivalents

67,248

98,631

Cash and cash equivalent at 1 January

309,033

167,560

Cash and cash equivalent at 30 June, representing

bank balances and cash

376,281

266,191

7

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended 30 June 2019

  1. GENERAL
    The Company is incorporated in the Cayman Islands as an exempted company with limited liability and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). The address of the registered office of the Company is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, the Cayman Islands and its principal place of business in Hong Kong is located at Room B, 3/F., Eton Building, 288 Des Voeux Road Central, Hong Kong.
    The Company is an investment holding company while its subsidiaries are principally engaged in (i) the manufacture and sale of fruit juice concentrate and related products and (ii) plantation and sale of apples, apple saplings and other fruits.
    The Group's principal operations are conducted in the People's Republic of China (the "PRC"). The condensed consolidated interim financial statements are presented in Chinese Renminbi ("RMB"), which is also the functional currency of the Company.
  2. PREPARATION OF THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
    1. Basis of preparation
      These condensed consolidated interim 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 (the "Listing Rule") and with International Accounting Standard 34 (IAS 34) "Interim Financial Reporting".
    2. Going concern
      As at 30 June 2019, the Group had net current liabilities of RMB1,730,779,000. This condition indicates the existence of a material uncertainty which may cast significant doubt on the Group's ability to continue as a going concern. Therefore, the Group may be unable to realise its assets and discharge its liabilities in normal course of business.
      The Group continues to adopt the going concern basis in preparing its consolidated financial statements. The Group meets its day-to-day working capital requirements through its bank facilities. Most of bank borrowings as at 30 June 2019 that are repayable within the next 12 months are subject to renewal and the directors are confident that these borrowings can be renewed upon expiration based on the Group's past experience and credit history.

8

The current economic conditions continue to create uncertainty particularly over (a) the level of demand for the Group's products; and (b) the availability of bank finance for the foreseeable future. In order to strengthen the Group's liquidity in the foreseeable future, the Group has taken the following measures:

  1. negotiating with banks in advance for renewal and obtaining new banking facilities;
  2. the directors of the Company have been taking various cost control measures to tighten the costs of operations; and
  3. the Group has been implementing various strategies to enhance the Group's revenue and profitability.

The Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level of its current facilities. After making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

3. PRINCIPAL ACCOUNTING POLICIES

The accounting policies used in the preparation of the condensed consolidated interim financial statements are consistent with those used in the annual financial statements for the financial year ended 31 December 2018, except for the adoption of the standards, amendments and interpretations issued by the IASB mandatory for annual periods beginning 1 January 2019.

Application of new and revised international financial reporting standards

The Group has adopted IFRS 16 Leases from 1 January 2019 and has not restated comparatives for the 2018 reporting period, as permitted under the specific transitional provisions in the standard.

The change in accounting policy affected the following items in the statement of financial position on 1 January 2019:

  • right-of-useassets-increase by RMB984,423 thousand,
  • prepaid land lease payments-decrease by RMB172,782 thousand,
  • finance lease payables-decrease by RMB350,872 thousand,
  • other liabilities-decrease by RMB47,995 thousand,
  • lease liabilities-increase by RMB1,210,508 thousand.

There was no impact on retained profits on 1 January 2019.

9

4. REVENUE

The following is analysis of the Group's revenue for the six months ended 30 June 2019:

Revenue from external customers

(Unaudited)

Six months ended 30 June

2019

2018

RMB'000

RMB'000

Sale of fruit juice concentrate and related products

300,750

747,320

Sale of apples, apple saplings and other fruits

202,662

66,818

503,412

814,138

5. SEGMENT INFORMATION

The Group has two operating segments as follows:

Fruit juice operation - Manufacture and sale of fruit juice concentrate and related products Agriculture operation - Plantation and sale of apples, apple saplings and other fruits

The Group's reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies.

The accounting policies of the operating segments are the same as the Group's accounting policies. Segment profits or losses do not include other income, share of loss of an associate, unallocated other gains and losses, administrative expenses, finance costs and income tax expense.

The Group accounts for intersegment sales and transfers as if the sales or transfers were to third parties, i.e. at current market prices.

10

Information about operating segment profit or loss:

Fruit juice operation

Agriculture operation

Total

(Unaudited)

(Unaudited)

(Unaudited)

Six months ended 30 June

Six months ended 30 June

Six months ended 30 June

2019

2018

2019

2018

2019

2018

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

Segment revenue

Revenue from external customers

300,750

747,320

202,662

66,818

503,412

814,138

Intersegment revenue

260

518

260

518

Reportable segment revenue

300,750

747,320

202,922

67,336

503,672

814,656

Less: intersegment revenue

(260)

(518)

Consolidated revenue

503,412

814,138

Segment results

(28,213)

25,849

(64,427)

(58,484)

(92,640)

(32,635)

Other income

111,461

98,161

Share of loss of an associate

(226)

(1,209)

Unallocated amounts:

Other gains and losses

(12)

-

Administrative expenses

(21,440)

(29,287)

Finance costs

(73,595)

(59,078)

Consolidated loss before tax

(76,452)

(24,048)

11

Geographical information:

The Group's operations are mainly located in the PRC.

The Group's revenue from external customers by location of customers and information about its non-current assets by location of assets are detailed below:

Revenue from external customers

Non-current assets

(Unaudited)

(Unaudited)

(Audited)

Six months ended 30 June

30 June

31 December

2019

2018

2019

2018

RMB'000

RMB'000

RMB'000

RMB'000

United States of America (the "USA")

40,720

309,440

144

177

Canada

2,817

66,398

-

-

PRC

345,935

230,895

6,056,366

4,542,986

South Africa

5,743

31,529

-

-

Saudi Arabia

8,716

4,515

-

-

Japan

59,100

40,325

-

-

Australia

11,068

22,389

-

-

Russia

14,223

64,778

-

-

Others

15,091

43,869

-

-

503,412

814,138

6,056,510

4,543,163

Information about major products:

(Unaudited)

Six months ended 30 June

2019

2018

RMB'000

RMB'000

Apple juice

165,240

573,309

Other juice

135,510

137,337

Fresh fruits

141,496

66,818

Apple saplings

46,800

-

Others

14,366

36,674

503,412

814,138

Information of assets and liabilities for operating segments are not provided to the Company's directors, being the chief operating decision maker, for their review. Therefore, no analysis of the Group's assets and liabilities by operating segments are presented.

12

6. INCOME TAX EXPENSE

(Unaudited)

Six months ended 30 June

2019

2018

RMB'000

RMB'000

Current tax

PRC Enterprise Income tax ("EIT")

3,608

8,637

Other jurisdiction

579

293

4,187

8,930

Deferred tax

-

-

4,187

8,930

The Company is not subject to taxation in the Cayman Islands, which does not levy tax on the income of the Company. No provision for Hong Kong Profits Tax has been made as the Group's income neither arises in, nor is derived from Hong Kong.

Under the Law of the PRC on EIT (the "EIT Law") and Implementation Regulation of the EIT Law, the tax rate of the PRC subsidiaries is 25%. Pursuant to the relevant regulations applicable to enterprises situated in the western regions of the PRC, the PRC subsidiaries enjoy a preferential tax rate of 15% for 2017 and 2018. The PRC subsidiaries need to apply for the preferential tax rate every year. The PRC subsidiaries will need to apply for the preferential tax rate for 2019.

According to relevant EIT Law and Implementation Regulation of the EIT Law, certain subsidiaries in fruit juice operation of the Group in the PRC are exempted from EIT on profits derived from preliminary processing of agriculture products for the years ended 31 December 2017 and 2018, subject to annual review by the local PRC tax authority of the Company's subsidiaries and any future changes in the relevant tax exemption policies or regulations. The PRC subsidiaries will need to apply for the exemption of EIT for 2019.

According to relevant EIT Law and Implementation Regulation of the EIT Law, certain subsidiaries in agriculture operation of the Group in the PRC are exempted from EIT on profits derived from fruits cultivation for the years ended 31 December 2017 and 2018, subject to annual review by the local PRC tax authority of the Company's subsidiaries and any future changes in the relevant tax exemption policies or regulations. The PRC subsidiaries will need to apply for the exemption of EIT for 2019.

A subsidiary of the Company, Haisheng International Inc., is a limited liability company incorporated in the USA on 21 January 2005 and is subject to corporate and federal tax at progressive rates from 15% to 35%.

13

7. LOSS FOR THE PERIOD

Loss for the period has been arrived at after charging (crediting):

(Unaudited)

Six months ended 30 June

2019

2018

RMB'000

RMB'000

Directors' emoluments

1,248

1,185

Salaries, wages and other benefits

140,676

145,555

Retirement benefits scheme contributions

15,883

19,771

Share-based payment expenses

-

-

Total staff costs

157,807

166,511

Less: staff costs capitalised into inventories

(20,053)

(20,442)

Less: staff cost capitalised into cost of bearer plant

(33,750)

(23,133)

104,004

122,936

Amortisation of prepaid land lease payments

-

54,047

Less: amount capitalised into cost of bearer plants/biological assets

-

(51,869)

-

2,178

Amortisation of right-of-use assets

8,414

-

Less: amount capitalised into cost of bearer plants/biological assets

(6,268)

-

2,146

-

Depreciation of property, plant and equipment

- owned assets

62,932

39,908

- assets under finance lease

-

9,854

62,932

49,762

Less: amount capitalised into cost of bearer plants

(22,902)

(14,981)

40,030

34,781

Operating lease charges for land and buildings

2,099

3,541

Depreciation of bearer plants

1,262

1,257

Cost of inventories sold

363,684

670,605

Loss on disposals of property, plant and equipment

1,170

137

8. DIVIDEND

The Board does not recommend the payment of an interim dividend for the six months ended 30 June 2019 (2018: Nil).

14

9. LOSS PER SHARE

The calculation of the basic and diluted loss per share is based on the following:

(Unaudited)

Six months ended 30 June

2019

2018

RMB'000

RMB'000

Loss

Loss for the purpose of calculating basic and

diluted loss per share

(79,922)

(21,445)

Number of shares

Six months ended 30 June

2019

2018

Weighted average number of ordinary shares for

the purpose of basic loss per share

1,289,788,000

1,289,788,000

Effect of dilutive potential ordinary shares arising

from share options issued by the Company

-

-

Weighted average number of ordinary shares for the purpose

of calculating diluted loss per share

1,289,788,000

1,289,788,000

  1. PROPERTY, PLANT AND EQUIPMENT
    During the period under review, the Group incurred approximately RMB628,151,000 on acquisition of property, plant and equipment.
  2. BEARER PLANTS
    During the period under review, the Group incurred approximately RMB134,414,000 on acquisition of bearer plants.

15

12. INVENTORIES

30 June

31 December

2019

2018

RMB'000

RMB'000

(Unaudited)

(audited)

Raw materials and consumables

182,041

172,613

Work in progress

88,312

149,579

Finished goods

415,835

425,900

686,188

748,092

13. TRADE AND OTHER RECEIVABLES

30 June

31 December

2019

2018

RMB'000

RMB'000

(Unaudited)

(audited)

Trade receivables

189,286

231,810

Less: allowance for doubtful debts

(6,473)

(6,473)

182,813

225,337

Bills receivable

5,162

10,176

Value added tax recoverable and other tax recoverable

40,866

44,214

Receivable from disposal of saplings

10,145

5,891

Advances to suppliers

327,253

17,133

Other receivables, deposits and prepayments

130,191

129,693

696,430

432,444

Note: As at 30 June 2019, value added tax recoverable and deposit and other receivables of RMB821,000 (31 December 2018: RMB2,110,000) and RMB1,059,000 (31 December 2018: RMB7,985,000) were pledged as securities for lease liabilities and bank and other borrowings respectively.

The Group's trading terms with customers are mainly on credit. The credit terms generally range from 30 to 90 days. Each customer has a maximum credit limit. For new customers, payment in advance is normally required. The Group seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by the directors.

16

The ageing analysis of trade receivables, based on the invoice date, and net of allowance, is as follows:

30 June

31 December

2019

2018

RMB'000

RMB'000

(Unaudited)

(Audited)

0 to 90 days

142,399

148,911

91-180 days

22,063

63,818

181 to 365 days

14,904

5,891

Over 1 year

3,447

6,717

182,813

225,337

14. TRADE AND OTHER PAYABLES

30 June

31 December

2019

2018

RMB'000

RMB'000

(Unaudited)

(Audited)

Trade payables

633,604

652,476

Payable for acquisition of property, plant and equipment

203,158

174,116

Advances from customers

117,047

64,451

Accrued salaries

45,090

26,012

Accrued interest

24,858

7,850

Value added tax and other tax payables

4,635

7,691

Other liabilities

-

47,995

Other payables and accruals

400,718

156,997

1,429,111

1,137,588

Less: other liabilities - non-current portion

-

(47,995)

1,429,111

1,089,593

17

The Group is allowed a credit period ranged from 90 to 180 days from its suppliers. The ageing analysis of trade payables, based on the date of receipt of goods, is as follows:

30 June

31 December

2019

2018

RMB'000

RMB'000

(Unaudited)

(Audited)

0 to 90 days

230,614

384,638

91-180 days

130,283

114,322

181 to 365 days

228,963

106,151

Over 1 year

43,744

47,365

633,604

652,476

15. CAPITAL COMMITMENTS

Capital commitments contracted for at the end of the reporting period but not yet incurred are as follows:

30 June

31 December

2019

2018

RMB'000

RMB'000

(Unaudited)

(Audited)

Property, plant and equipment

332,844

310,496

Bearer plants

9,509

507

Capital contribution to an associate

29,400

29,400

371,753

340,403

18

MANAGEMENT DISCUSSION AND ANALYSIS

Financial review

The Board announces that, for the six months ended 30 June 2019, the Group recorded an unaudited turnover of approximately RMB503.4 million, representing a decrease of approximately 38.2% over the same period of last year. Gross profit margin for the six months ended 30 June 2019 was approximately 27.8%, as compared with 17.6% for the same period of last year. The Group's unaudited loss attributable to owners of the Company increased from approximately RMB21.4 million to approximately RMB79.9 million, representing an increase of approximately 272.7% over the same period of last year.

For the period under review, turnover decreased by approximately 38.2% to approximately RMB503.4 million. Such decrease was mainly attributable to the fact that, in 2018, the apple eugenic area in northern China suffered from a large-scale frost damage, which led to a decrease in apple production. Thus, the insufficient supply of raw materials of apple juice concentrate resulted in a certain decline in the sales of apple juice concentrate.

For the period under review, the gross profit margin of the Group increased from approximately 17.6% to approximately 27.8% which was mainly attributable to the increase in proportion of sales of products mainly including apple sapling that has higher gross profit margin.

Other income increased by approximately 13.5% to approximately RMB111.5 million. Such increase was mainly attributable to the increase in government subsidies recognized during the period under review.

Distribution costs decreased by approximately 9.7% to approximately RMB129.9 million during the period under review. Such decrease was mainly attributable to the net effect of (i) the decrease in sales volume of the Group's apple juice concentrate and, in turn, the decrease in freight charges. and (ii) the increase in distribution channels in wholesale markets for the sale of apples and other fruits.

Administrative expenses increased by approximately 10.8% to approximately RMB126.4 million during the period under review. The increase in administrative expenses was mainly attributable to the increase in the number of fruit agriculture bases resulting in increasing staff cost and other costs.

Finance costs of the Group amounted to approximately RMB73.6 million in the period under review, representing an increase of approximately 24.6% over the same period of last year. The increase is attributable to the increase in bank and other borrowing balance.

As a result of the foregoing, the Group's unaudited loss attributable to owners of the Company increase from approximately RMB21.4 million to approximately RMB79.9 million, representing an increase of approximately 272.7% over the same period of last year.

19

Liquidity, financial resources, capital structure and gearing

The treasury policy of the Group is centrally managed and controlled at the corporate level. As at 30 June 2019, the Group's bank and other borrowings, bills payable and lease liabilities amounted to approximately RMB4,600.2 million (as at 31 December 2018: RMB3,295.6 million), among which, approximately RMB2,028.0 million were secured by way of charge on the Group's assets. Approximately RMB2,347.4 million of the sum were due within one year and approximately RMB2,252.8 million of the sum were due within two to five years. Approximately RMB41.8 million of the sum were denominated in US dollars while approximately RMB4,459.9 million were denominated in RMB and approximately RMB98.5 million were denominated in EUR. Approximately RMB4,558.4 million of the sum were fixed- rate borrowings while approximately RMB41.8 million were variable-rate borrowings.

30 June

31 December

2019

2018

RMB'000

RMB'000

(Unaudited)

(Audited)

Bank loans

2,540,555

1,884,000

Other borrowings

459,796

554,199

Loan from government

159,288

71,086

Bills payable

372,505

435,452

Finance lease payables

-

350,872

Lease liabilities

1,068,091

-

4,600,235

3,295,609

As at 30 June 2019, the cash and bank balances including pledged bank deposits amounted to approximately RMB638.0 million (as at 31 December 2018: RMB657.7 million).

The Group monitors capital using gearing ratio, which is net debt divided by the total equity. Net debt is calculated as bank loans, loan from government, bills payable, other borrowings and lease liabilities less pledged bank deposits and cash and cash equivalents as shown in the consolidated statement of financial position. Total equity comprises all components of equity. The Group aims to maintain the gearing ratio at a reasonable level. At 30 June 2019, the gearing ratio was 211.4%.

The Group has initially applied IFRS 16 using the modified retrospective approach. Under this approach, the Group recognises right-of-use assets and corresponding lease liabilities for almost all leases previously accounted for as operating leases as from 1 January 2019. This caused a significant increase in the Group's net debt and the Group's gearing ratio changed from 144.9% to 192.1% on 1 January 2019 when compared to its position as at 31 December 2018.

20

Capital commitments

As at 30 June 2019 the Group has approximately RMB371.8 million capital commitments (as at 31 December 2018: RMB340.4 million).

Exposure to fluctuations in exchange rates

US dollar is one of the major settlement currencies for sales of the Group. The fluctuation of the exchange rate of US dollar against RMB during the period under review has no significant impact on the Group's financial position.

Pledge of assets

As at 30 June 2019, the Group pledged property, plant and equipment, bearer plants prepaid lease payments, pledged bank deposits, inventories and value added tax recoverable for security of the Group's borrowings and obligation under finance lease with carrying account of approximately RMB2,028.0 million (as at 31 December 2018: RMB2,144.2 million).

Contingent Liabilities

The Group had no material contingent liabilities as at 30 June 2019.

Business review

Juice concentrate and by-product processing, food and beverage

In 2018, the Loess Plateau region in China suffered from rarely seen adverse weather conditions which led to the mass decrease in the production of apples in the region, resulting in an increase in the cost of purchasing raw materials for juicing fruits, and with the changes of international market demand, the processing segment has been affected by the pressure on both raw materials and sales, the domestic apple juice production in the first half of 2019 experienced a significant overall decline as compared to the corresponding period of 2018, while exports decreased by two-thirds. The Group companies timely adjusted the procurement plan of raw materials, reduced production and optimised the stock level, so as to actively respond to related risks and reduce losses.

Over the past six months, the Group companies had thorough communication with our customers, while aiming at exploring the potential of foreign markets and simultaneously expanding sales in the domestic market. Under the unfavourable North American export situation, the Group's sales in the regional market of Japan has increased by 47% in the first half of 2019. At the same time, we successfully entered the Indian market and achieved "zero breakthrough", since our export share still ranked in the forefront in the nation, and the Group's sales in the domestic market has also recorded an increase of 50%. Meanwhile, prompted by the changing market environment, the Group continued to increase the sales of multi-category products on top of traditional exports. In the domestic market, the sales volumes of various types of juice products such as apple syrup, hawthorn syrup and white peach juice have increased

21

further. As for the expansion of pectin, aroma and non-mainstream fruit juice market, satisfactory results were achieved.

Regarding end-user products, the Group continued to vigorously promote the sales of "Eden View" high- ended juice drink series in the domestic market. At the same time, it actively promoted the R&D of new products, launching the "Pure Twig Fruit Tea" in March 2019, and steadily promoted the R&D and promotion of products in the end-user market.

Modernised agriculture

After years of development, the Group's modernised agriculture sector has formed a strategic composition which mainly consists of temperate fruit products and tropical fruit products, with the simultaneous development of multiple products such as berries, vegetables and agricultural facilities, forming the modern agricultural development pattern of in-depth integration of the "primary, secondary and tertiary" industries, and the joint promotion of the entire industrial chain.

Fields, nurseries and packing houses compose the three main business segments of temperate fruit business, covering fruits such as apples, kiwi fruits, pears and cherries, etc. As the first half of 2019, the Group had built 49 fields and 9 nurseries, with a total land area of nearly 100,000 mu; 6 controlled atmosphere packing houses with a controlled atmosphere storage capacity of 60,000 tons and a daily packing capacity of 320 tons. 7 registered trademarks were newly added, namely Cherry - Santina, Karina and Regina; Nursery Trees-Haisheng Nursery, Gala Brookfield, Gala Buckeye, Gala Brookfield and Fuji Aztec, 3 new organic certified bases and 2 conversion period bases. At the same time, the temperate fruit business segment took the lead in starting the breeding of independent varieties, carrying out the first stage of cross breeding of hybrid pollination work in the base located at Qianyang County of Baoji City and deepening the construction of apple variety contrast garden with the storage of 132 apple varieties.

The tropical fruit business is another core support of the rapid development of the agricultural planting segment of the Group. As for the first half of 2019, the Group had a high-standard modernised citrus base with a total area of nearly 60,000 mu, and a fruit-hanging area occupying 6,000 mu. In Jingxi, Yilong and Gulin, 3 high-standardvirus-free citruses seedling breeding centers were built with a total area of nearly 100,000 square meters and an annual production capacity of about 2.2 million plants. At the same time, the Group introduced 13 virus-free citruses seedling resources from Europe and South America, and introduced 8 avocado varieties and 2 rootstock varieties from the USA and South Africa, as the Group strives to meet various demands of consumers by constantly enriching the planting varieties.

22

The berries segment continued to advance its operation in 2019. On strawberry planting, we actively communicated with foreign institutions and planned to introduce three patented varieties; the summer strawberry seedlings were gradually transitioned from bare-root seedlings to matrix seedlings, and steadily improved on the basis of existing production; as for winter strawberries, we continued to seek varieties with better growth performance, and increased the investment in facilities and equipment. In terms of blueberry cultivation, the substrate cultivation technology has achieved large-scale production. At the same time, we signed a variety patent licensing agreement with the University of Georgia and FALL GREEK in order to promote the strategic goal of achieving full-year supply of fresh blueberries, and to expand some ten thousand mu of planting bases in Yunnan and Sichuan. On the other hand, the Group is committed to acquiring more knowledge and development techniques of other small fruit categories, and has introduced new varieties such as raspberries, pomegranates and muskmelons as to achieve diversified development of the berrie category.

The vegetable segment has gradually refined the market layout during 2018-2019 grinding season, constituting a strategic formation with the focus on the bases of Gansu and Shandong in the north and the Yunnan base in the south, combining planting, processing, distribution, sales as a complete industry chain development pattern. While constantly consolidating the cultivation technology of fresh carrot, the vegetable segment has also actively promoted the commercialization of new varieties such as chestnut sweet potato, kabocha squash and sweet corn etc., as to indicate that the Group has mastered the core technology in the vegetable business.

The agricultural facilities segment has steadily advanced on the basis of the development over the past three years, and achieved remarkable results in various tasks. In terms of high-end greenhouse construction and operation, the business unit has an operating greenhouse area of 200,000 square meters. Currently it has a project of 500,000 square meters under construction and another around 700,000 square meters under planning. In terms of production management, the facilities division continued to explore and implement the high-efficiency and low-cost aquifer energy solution, and continuously strengthened the learning of new varieties such as candy tomato, coloured pepper, hydroponic lettuce and introduction of high-quality varieties, as to promote the Group's rapid development of domestic agricultural facilities and lead the development of agricultural facilities industry in the PRC.

23

The Group's agricultural tourism segment continues to rely on Haisheng's world-leading modern agricultural production technology and unique modern agricultural landscape to develop fun tour projects integrating sight-seeing and fruit picking, industrial tourism and science research. Among them, the berry planet project will apply for election of the "First Shaanxi Primary and Secondary School Students' Study and Practice Educational Activity Course" in 2019. Haisheng Agricultural Tourism strives to become the benchmark for agricultural tourism in the northwest region.

As for the marketing of fresh food products, the Group has made unprecedented progress in brand building, sales planning and pipeline development. In terms of brand building, the Group has established the brand of the Group in the market through brand marketing, exhibition promotion, internet marketing, media promotion, etc., and plans to implement the four major themed marketing activities of"Pure Time Energy Festival, Summer Chill Party, Autumn Nourishing Season, Spring Festival Shopping Feast", as to create brand value and enhance brand awareness. In terms of sales planning, marketing of fresh food products division has subdivided the sales structure of 7+ regions and e-commerce, while segmenting central China and major districts in the Northeast Region to make the national network more all- rounded and complete. In addition, on the basis of regional sales in the country, we will establish a sales system for major customers, and manage the channels of major customers across the country. Through headquarters management and regional management, we will develop a comprehensive and complete sales system through online and offline integration. In terms of customer development, the marketing of fresh food products divison has gradually formed a nationwide customer supply service for major customers, regional chains, distributors, e-commerce, convenience stores and other sales channels, and vigorously explored diversified customer resources.

PROSPECT

Looking into the future, the Group will further optimise the procurement pipeline in the main processing segment, improve the quality of acquisition, ensure the completion of the production target of the new crop season juice production, and continue to exert efforts in pipeline construction to transform its excellent production capacity into supply capacity. It will continue to expand its market share and enhance brand awareness and reputation. At the same time, we will vigorously promote the development of the modernised agricultural segment, strengthen the R&D work and technology introduction and the domestic sales, enhance the profitability of the agricultural sector, and create new sources of growth for the Group.

24

OTHER INFORMATION

Interim Dividend

The Board does not recommend the payment of an interim dividend for the six months ended 30 June 2019 (2018: Nil).

Purchase, Sale or Redemption of the Company's Listed Securities

There was no purchase, sale or redemption by the Company or any of its subsidiaries, of the Company's listed securities during the six months ended at 30 June 2019.

Directors' and Chief Executive's Interests and Short Position in Shares and Underlying Shares

As at 30 June 2019, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporation (withinthe meaning of Part XV of the Securities and Futures Ordinance ("SFO")) as recorded in the register required to be kept by the Company pursuant to section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers ("Model Code") in the Listing Rules, were as follows:

Long position

Number and class

Approximate

Name of

of securities directly

percentage of

Name

the company

Capacity

or indirectly held

shareholding

Mr. Gao Liang

The Company

Beneficial owner

8,600,000

Shares

Interest of controlled

459,061,238

Shares

corporation

Interest of spouse

4,724,660

Shares

472,385,898 Shares

Mr. Ding Li

The Company

Beneficial owner

972,000 Shares

Notes:

(Note 1)

(Note 2)

(Note 3)

(Note 3)

0.67%

35.59%

0.37%

36.63%

0.08%

1. As at 30 June 2019, the 459,061,238 Shares were held by Think Honour International Limited ("Think Honour"), the entire issued share capital of which was held by Mr. Gao Liang. Accordingly, Mr. Gao Liang was deemed to be interested in the 459,061,238 Shares held by Think Honour by virtue of the SFO.

25

  1. As at 30 June 2019, the 4,724,660 shares were held by Ms. Xie Haiyan who is the spouse of Mr. Gao Liang. Accordingly, Mr. Gao Liang was deemed to be interested in the 4,724,660 Shares held by Ms. Xie Haiyan.
  2. The percentage was compiled based on the total number of issued shares of the Company as at 30 June 2019 (i.e. 1,289,788,000 ordinary shares).

Save as disclosed above, as at 30 June 2019, none of the Directors or chief executive of the Company had any interest or short position in the shares, underlying shares and debentures of the Company and its associated corporation that was required to be recorded pursuant to section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

Substantial Shareholders' and Other Person's Interests in Shares and Underlying Shares

As at 30 June 2019, the interests and short positions of every person, other than a Director or chief executive of the Company, in the shares and underlying shares of the Company as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO were as follows:

Number and class

Approximate

Name of

of securities directly

percentage of

Name

the company

Capacity

or indirectly held

shareholding

(Note 4)

Ms. Xie Haiyan

The Company

Interest of spouse

467,661,238

Shares (Note 1)

36.26%

Beneficial owner

4,724,660

Shares (Note 2)

0.37%

472,385,898

Shares

36.63%

Think Honour

The Company

Beneficial owner

459,061,238

Shares (Note 2)

35.59%

Tiandi Yihao Beverage

The Company

Interest of controlled

227,996,000

Shares (Note 3)

17.68%

Co., Ltd.

corporation

Shenzhen Tiandi Win-Win

The Company

Interest of controlled

227,996,000

Shares (Note 3)

17.68%

Investment Management

corporation

Co., Limited

Tiandi Win-Win Investment

The Company

Beneficial owner

227,996,000

Shares (Note 3)

17.68%

Management Co., Limited

26

Notes:

  1. Ms. Xie Haiyan is the spouse of Mr. Gao Liang. Ms. Xie Haiyan is deemed to be interested in the 467,661,238 shares in which Mr. Gao Liang is deemed to be interested by virtue of the SFO.
  2. The entire issued share capital of Think Honour was held by Mr. Gao Liang.
  3. Tiandi Win-Win Investment Management Co., Limited is a wholly-owned subsidiary of Shenzhen Tiandi Win-Win Investment Management Co., Limited which is a wholly-owned subsidiary of Tiandi Yihao Beverage Co., Ltd. Pursuant to the SFO, Shenzhen Tiandi Win-Win Investment Management Co., Limited and Tiandi Yihao Beverage Co., Ltd. are deemed to be interested in the 227,996,000 Shares held by Tiandi Win-Win Investment Management Co., Limited.
  4. The percentage was compiled based on the total number of issued shares of the Company as at 30 June 2019 (i.e. 1,289,788,000 ordinary shares).

Save as disclosed above, as at 30 June 2019, the Directors or chief executive of the Company were not aware of any other person or parties having an interest and/or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company pursuant to section 336 of the SFO.

Corporate Governance Practices

During the six months ended 30 June 2019, The Company has complied, saved for the deviations discussed below, with the principles and provisions as set out in the code provisions contained in the Corporate Governance Code (which is set out in the Appendix 14 of the Listing Rules) by establishing formal and transparent procedures to protect and maximise the interests of shareholders of the Company during the period under review.

Code Provision A.2.1 providing for the roles of the chairman and chief executive officer (or chief executive) to be performed by different individuals (the "First Deviation"). At present, the Company does not have a competent candidate for the position of chief executive officer. Mr. Gao Liang, therefore, acts as the chairman and chief executive officer of the Company. Code Provision A.6.7 (the "Second Deviation") providing for the independent non-executive directors ("INED(s)") of the Company, inter alia, attend general meetings. Code Provision E.1.2 (the "Third Deviation") providing for the chairman of the board (the "Chairman") to attend the annual general meeting of the Company (the "AGM") and to invite the chairman of audit, remuneration and nomination committees to attend. Regarding the Second Deviation and the Third Deviation, the Chairman and two INEDs, namely Mr. Zhao Boxiang (chairman of remuneration committee) and Mr. Chang Xiaobo (chairman of audit committee), were absent from the last annual general meeting of the Company held on 28 May 2019 due to their other important engagements at the relevant time.

27

Compliance of the Model Code for Securities

The Company has adopted the Model Code set out in Appendix 10 to the Listing Rules as its own code of conduct regarding Directors' securities transactions. All Directors have confirmed, following specific enquiry by the Company, that they have complied with the required standards set out in the Model Code throughout the review period.

Directors' Interests in a Competing Business

None of the Directors or their respective associates has any competing interests which need to be disclosed pursuant to Rule 8.10 of the Listing Rules.

REVIEW OF RESULTS

The unaudited interim results for the six months ended 30 June 2019 was reviewed by the audit committee of the Company.

PUBLICATION OF INTERIM RESULTS ANNOUNCEMENT AND INTERIM REPORT ON THE WEBSITES OF THE STOCK EXCHANGE OF HONG KONG LIMITED AND THE COMPANY

This interim results announcement is published on the website of The Stock Exchange of Hong Kong Limited at http://www.hkexnews.hk and on the Company's websites at http://www.chinahaisheng.com.

The printed copy of the 2019 interim report will be sent to those shareholders of the Company who have selected to receive the printed version of corporate communication only, and the soft copy of the interim report will also be made available on the above websites in due course.

By order of the Board

China Haisheng Juice Holding Co., Ltd

Mr. Gao Liang

Chairman

Xi'an, the People's Republic of China, 30 August, 2019

As at the date of this announcement, the executive directors are Mr. Gao Liang, Mr. Ding Li, Mr. Zhao Chongjun and Mr. Wang Linsong; the independent non-executive directors are Mr. Zhao Boxiang, Mr. Liu Zhongli and Mr. Chang Xiaobo.

28

Attachments

  • Original document
  • Permalink

Disclaimer

China Haisheng Juice Holdings Co Ltd. published this content on 30 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2019 11:45:02 UTC