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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Walcom Group Limited | LSE:WALG | London | Ordinary Share | VGG574851074 | ORD HKD0.01 (DI) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.2025 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMWALG
9 May 2018
WALCOM GROUP LIMITED
("Walcom" or "the Company")
Final results for the year ended 31 December 2017
CHAIRMAN'S STATEMENT
On behalf of the board of directors (the "Board") of Walcom Group Limited (the
"Company"), I am pleased to present the final results of the Company and its
subsidiaries (together referred to as the "Group") for the year ended 31
December 2017.
Results
In line with China's slowing economy and the continued poor performance of the
domestic pig farming industry, the Group's sales in China recorded a small
decrease during 2017. With the aggregated effect of greater competition in the
market and escalating costs in raw materials, a loss attributable to the
Company's shareholders of HK$4.34 million (2016: profit HK$1.26 million) was
incurred for the year under review. Further, the high volatility in the
exchange rate of Renminbi against Hong Kong Dollar has resulted in an
accounting exchange loss of HK$2.2 million (2016: profit HK$2.1 million) in
foreign currency translations, which is the major cause of the set back in the
Group's 2017 annual results.
Turnover (2017: HK$44.5 million; 2016: HK$46.5 million) and gross profit (2017:
HK$24.3 million; 2016: HK$27.3 million) for the year decreased by approximately
four per cent. and 11 per cent. respectively. The Group reported a net loss of
HK$3.94 million for the year under review as compared with a net profit of
HK$1.42 million in 2016. EBITDA also recorded a loss of HK$3.16 million in 2017
(2016: profit HK$3.38 million).
A summary of the results for the period under review is set out below:
Year ended Year ended Change
31 December 31 December
2017 2016
HK$'000 HK$'000 per cent.
Turnover 44,488 46,469 (4.26)
Gross profit 24,311 27,322 (11.02)
(Loss) / profit from operations (4,796) 2,811 n/a
EBITDA (3,163) 3,376 n/a
Net finance expense (124) (70) 77.14
(Loss) / profit for the year (3,940) 1,424 n/a
Year ended Year ended Change
31 December 31 December
2017 2016
HK$'000 HK$'000 per cent.
(Loss) / profit attributable to
owners of the Company
- total (4,341) 1,263 n/a
- basic per share (HK cents) (6.31) 1.84 n/a
- diluted per share (HK cents) (6.31) 1.84 n/a
Total equity attributable to
owners of the Company
-total 14,720 15,872 (7.26)
-per share (HK cents) 21.38 23.06 (7.26)
Operation and market review
As a result of the weak consumer market in China during 2017, the demand for
pork and meat products remained low, which continued to drive the farmgate pig
prices down. Accordingly, the pig farms and feedmills, both of which are
highly cost sensitive, reduced the use of feed additive products in their
feedstuffs during the period. This led to reduced demand for feed additive
products, including the Group's products. In line with these weak market
conditions, the Group's sales in the PRC decreased by two per cent. to HK$25.8
million during 2017 when compared with the HK$26.4 million in 2016.
Sales in Thailand increased by two per cent. to HK$16.9 million in 2017 (2016:
HK$16.6 million), representing approximately 38 per cent. (2016: 36 per cent.)
of the Group's total sales. Although the economy in Thailand has still not
recovered fully from the change of government regime in 2014, it has shown slow
improvement. The increase in sales in Thailand can be attributed to an increase
in consumption of the Group's products by existing customers.
Sales in Korea decreased by 47 per cent. to HK$1.8 million in 2017 (2016:
HK$3.4 million), representing approximately four per cent. (2016: seven per
cent.) of the Group's total sales. The Group's distributor in Korea lost a
major customer during 2017 which caused the decline in the Group's sales in the
country.
The Group's financial statements are reported in Hong Kong Dollars ("HKD").
During the period under review, the average monthly exchange rate of HKD
currency appreciated approximately one per cent. against China's Renminbi
("RMB"). As approximately 58 per cent. of the Group's sales were transacted in
RMB, the appreciation of the HKD has had a negative exchange impact on the
Group's 2017 revenue. As mentioned above, during the years 2016 and 2017, the
RMB exchange rate has been highly volatile against the HKD and this has caused
an accounting exchange loss of HK$2.2 million in 2017, comparing to an
accounting exchange profit of HK$2.1 million in 2016, in translating assets and
liabilities within the Group.
Recent Developments
As mentioned in my statement in the 2017 half-yearly report, the Group has
focused on increasing sales penetration of existing big customers which have
low usage of the Group's products and also those integrated meat producing
companies whose businesses include feed milling, pig farming, pig slaughtering
and pork product production. Enhanced by other sales tactics, this sales
strategy has successfully gained some sales traction during the year, although
more time is needed for it to become fruitful.
Patents
At the end of 2017 the Group held 36 granted patents in respect of:
* its core Cysteamine technology in China, India, South Korea and Vietnam;
* poultry feed in the UK, North Korea, Taiwan, Russia, China, Australia,
Philippines and Thailand;
* dairy cow feed in New Zealand, the UK, Europe, Mexico, India, China,
Russia, Australia and Malaysia;
* fish feed in the UK, China, Thailand, Philippines, Vietnam and Taiwan; and
* shellfish feed in Europe, Vietnam, Indonesia, Taiwan, Philippines and
China.
Most of the patents for which the Group has applied in recent years have been
granted. The Directors believe that there is wide patent coverage in
jurisdictions where there are significant demands for the Group's products.
Some patents, which the management believes have a lower chance of
commercialisation, were dropped during the year.
Debt
As at the year end, the Group had a short-term bank loan of HK$2.4 million and
two short-term loans amounting to an aggregate of HK$0.5 million from minority
shareholders of its subsidiary in Thailand, both of which were used to finance
the Group's general working capital. In addition, as announced on 14 February
2018, the Group has negotiated and agreed a new secured three-year RMB 2
million revolving credit facility via its wholly owned subsidiary Shanghai
Walcom Bio-Chem Co., Ltd. The funds will be used to finance the Group's general
working capital.
Dividend
The Directors do not recommend any dividend payment for the year ended 31
December 2017.
Annual General Meeting
The Company's annual general meeting (the "AGM") will be held at the offices of
the Company's solicitors, Reeds Smith Richards Butler, in Hong Kong at 2:30 pm
on Thursday 14 June 2018. A notice of the AGM will be sent to the Company's
shareholders, along with the 2017 annual report and financial statements,
during the third week of May 2018.
Outlook
A new term of the PRC government, which is basically a continuation of the
leadership from the last administration, has started in 2018. Therefore it is
highly likely that the policy of structural transformation in the country's
economy, which was brought forward from the previous administration, will
continue in the coming years. In line with the last few years, this policy of
economic structural transformation is expected to cause slower growth in the
Chinese economy for the foreseeable future. The trade war between the
governments of China and the United States of America has been escalating and
the outcome has yet to be confirmed. In addition, the expected interest rate
hikes in the United States of America this year has added uncertainty to the
global economy. With all these factors in mind, the Board believes 2018 will be
another challenging year for the Group as the Board anticipates a volatile
global economic outlook for the year. Although the increase in the raw material
costs and the production costs of the Group's products have become less
significant than 2017, they nevertheless will still have an adverse impact on
the Group's gross profit margin this year.
On behalf of the Board, I would like to express our sincere thanks to the
management team and staff, professional advisers and shareholders for their
continued support and contributions during the year.
Frankie Y. L. Wong
Chairman
9 May 2018
Further enquiries:
Walcom Group Limited +852 2494 0133
Francis Chi (Chief Executive Officer)
Albert Wong (Chief Financial Officer)
Allenby Capital Limited +44 20 3328 5656
Virginia Bull
Consolidated statement of profit or loss
For the year ended 31 December 2017
(Expressed in Hong Kong dollars)
Note 2017 2016
HK$ HK$
Revenue 3 44,488,372 46,469,041
Cost of sales (20,177,334) (19,147,412)
Gross profit 24,311,038 27,321,629
Other income 4 215,041 275,269
Research and development expenses (1,482,466) (1,565,262)
Selling and distribution expenses (12,743,778) (11,346,594)
General and administrative expenses (15,096,244) (11,874,526)
(Loss) / profit from operations (4,796,409) 2,810,516
Net finance expense 5 (123,687) (70,342)
(Loss) / profit before income tax 6 (4,920,096) 2,740,174
Income tax credit / (expense) 7 979,861 (1,316,475)
(Loss) / profit for the year (3,940,235) 1,423,699
(Loss) / profit attributable to:
Owners of the Company (4,341,039) 1,263,286
Non-controlling interests 400,804 160,413
(Loss) / profit for the year (3,940,235) 1,423,699
(Losses) /earnings per share - basic, HK 10 (6.31) 1.84
cents
- diluted, HK (6.31) 1.84
cents
Consolidated statement of profit or loss and other comprehensive income
For the year ended 31 December 2017
(Expressed in Hong Kong dollars)
2017 2016
HK$ HK$
(Loss) / profit for the year (3,940,235) 1,423,699
Other comprehensive income
Exchange difference on translation of
financial statements of overseas subsidiaries 3,429,000 (2,603,259)
Total comprehensive loss for the year (511,235) (1,179,560)
Total comprehensive loss attributable to:
Owners of the Company (1,151,641) (1,356,994)
Non-controlling interests 640,406 177,434
Total comprehensive loss for the year (511,235) (1,179,560)
Consolidated balance sheet as at 31 December 2017
(Expressed in Hong Kong dollars)
Note 2017 2016
HK$ HK$
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 12 6,001,662 4,832,774
Patents 13 468,463 1,814,096
Goodwill 14 - -
Deferred tax assets 23 1,072,500 -
7,542,625 6,646,870
CURRENT ASSETS
Inventories 16 2,907,267 1,380,728
Trade and other receivables 17 12,090,127 8,985,988
Tax recoverable 134,027 42,168
Cash and cash equivalents 18 3,594,050 9,012,203
Restricted cash 18 116,377 105,210
18,841,848 19,526,297
TOTAL ASSETS 26,384,473 26,173,167
EQUITY
Share capital 22 688,344 688,344
Reserves 14,031,518 15,183,159
Total equity attributable to OWNERs of the
Company 14,719,862 15,871,503
Non-controlling interests 2,904,435 2,264,029
TOTAL EQUITY 17,624,297 18,135,532
CURRENT LIABILITIES
Trade and other payables 19 5,571,861 4,744,113
Tax payables 317,638 1,057,636
Loans from non-controlling interests 20 478,046 -
Bank borrowings 21 2,392,631 2,235,886
8,760,176 8,037,635
TOTAL LIABILITIES 8,760,176 8,037,635
TOTAL EQUITY AND LIABILITIES 26,384,473 26,173,167
NET CURRENT ASSETS 10,081,672 11,488,662
TOTAL ASSETS LESS CURRENT LIABILITIES 17,624,297 18,135,532
Consolidated statement of changes in equity
For the year ended 31 December 2017
(Expressed in Hong Kong dollars)
Share-based Non-
Share Share Merger compensation Exchange Surplus Accumulated controlling Total
capital premium reserve reserve reserve reserve losses Total interests equity
HK$ HK$ HK$ HK$ HK$ HK$ HK$ HK$ HK$ HK$
(Note 22 (Note 22 (Note 22(b) (Note 22
(b)(i)) (b)(ii)) (iii)) (b)(iv))
At 1 January 2016 688,344 95,298,644 23,852,469 1,568,769 225,525 3,263,694 (107,668,948) 17,228,497 2,086,595 19,315,092
Comprehensive income
Profit for the year - - - - - - 1,263,286 1,263,286 160,413 1,423,699
Other comprehensive income
Exchange difference on
translation of
financial statements of - - - - (2,620,280) - - (2,620,280) 17,021 (2,603,259)
overseas subsidiaries
Total comprehensive loss for - - - - (2,620,280) - 1,263,286 (1,356,994) 177,434 (1,179,560)
the year
Appropriation to surplus - - - - - 338,633 (338,633) - - -
reserve
At 31 December 2016 688,344 95,298,644 23,852,469 1,568,769 (2,394,755) 3,602,327 (106,744,295) 15,871,503 2,264,029 18,135,532
At 1 January 2017 688,344 95,298,644 23,852,469 1,568,769 (2,394,755) 3,602,327 (106,744,295) 15,871,503 2,264,029 18,135,532
Comprehensive income
(Loss) / profit for the year - - - - - - (4,341,039) (4,341,039) 400,804 (3,940,235)
Other comprehensive income
Exchange difference on
translation of
financial statements of - - - - 3,189,398 - - 3,189,398 239,602 3,429,000
overseas subsidiaries
Total comprehensive loss for - - - - 3,189,398 - (4,341,039) (1,151,641) 640,406 (511,235)
the year
Lapse of share options - - - (684,771) - 684,771 - - -
Appropriation to surplus - - - - - 170,774 (170,774) - - -
reserve
At 31 December 2017 688,344 95,298,644 23,852,469 883,998 794,643 3,773,101 (110,571,337) 14,719,862 2,904,435 17,624,297
Consolidated statement of cash flows
For the year ended 31 December 2017
(Expressed in Hong Kong dollars)
Note 2017 2016
HK$ HK$
Cash flow from operating activities
(Loss) / profit before income tax (4,920,096) 2,740,174
Amortisation of patents 6(b) 265,538 265,538
Impairment loss of patents 6(b) 766,073 -
Interest received 5 (14,220) (63,460)
Depreciation 12 285,927 288,704
Foreign exchange loss / (gain), net 6(b) 2,260,760 (2,083,712)
Interest paid 5 137,907 133,802
Loss on disposal of property, plant and equipment 6(b) 2,286 11,317
Patents written off 6(b) 314,022 -
Operating (loss) / profit before working capital (901,803) 1,292,363
changes
(Increase) / decrease in inventories (1,526,539) 867,156
Increase in trade and other receivables (3,104,139) (1,290,281)
Increase / (decrease) in trade and other payables 827,748 (210,806)
Net cash (used in) / generated from operations (4,704,733) 658,432
Corporate income tax paid (924,496) (961,878)
Interest paid (137,907) (133,802)
Net cash used in operating activities (5,767,136) (437,248)
Cash flow from investing activities
Purchases of property, plant and equipment (920,725) (3,649,857)
Proceeds from disposal of property, plant and 23 -
equipment
Interest received 14,220 63,460
Net cash used in investing activities (906,482) (3,586,397)
Cash flow from financing activities
Increase in restricted bank balances 28 (424) (1,397)
Proceeds from loans from non-controlling interests 28 478,046 -
Repayment of bank borrowings 28 (2,392,631) (2,387,205)
Proceeds from new bank borrowings 28 2,392,631 2,235,886
Net cash generated from / (used in) financing 477,622 (152,716)
activities
Net decrease in cash and cash equivalents (6,195,996) (4,176,361)
Cash and cash equivalents at the beginning of the 9,012,203 13,670,351
year
Exchange gain / (loss) on cash and cash equivalents 777,843 (481,787)
Cash and cash equivalents at the end of the year 18 3,594,050 9,012,203
Notes to the consolidated financial statements
For the year ended 31 December 2017
(Expressed in Hong Kong dollars)
1 Publication of non-statutory accounts
The financial information set out in this preliminary announcement does not
constitute statutory accounts.
The financial information for the year ended 31 December 2017 has been
extracted from the Company's financial statements to that date, which have
received an unqualified auditors' report.
2 Basis of preparation
The consolidated financial statements of the Group have been prepared in
accordance with International Financial Reporting Standards ("IFRSs"). These
consolidated financial statements also comply with the applicable disclosure
provisions of the AIM Rules for Companies of the London Stock Exchange. The
financial statements have been prepared on a historical cost basis.
3 Revenue
The principal activities of the Group are manufacturing and sale of chemical
feed additive products.
Revenue represents the sales value of goods supplied to customers less returns,
discounts, value added tax and sales taxes.
2017 2016
HK$ HK$
Sale of chemical feed additive products
44,488,372 46,469,041
4 Other income
2017 2016
HK$ HK$
Government grants 177,946 248,841
Sundry income 37,095 26,428
215,041 275,269
Note: During the years ended 31 December 2017 and 2016, the Group received
grants from local government bodies in the PRC, which aimed at the technology
development of the Group.
5 Net finance expense
2017 2016
HK$ HK$
Bank interest income 14,220 63,460
Interest expense on loans from non-controlling (4,780) -
interests
Interest expense on bank loan (133,127) (133,802)
(123,687) (70,342)
6 (Loss) / profit before income tax
(Loss) / profit before income tax is stated after charging the
following items:-
(a) Staff costs (including directors' emoluments)
2017 2016
HK$ HK$
Salaries, wages and commission 10,186,056 10,275,948
Contributions to defined contribution 877,054 839,484
retirement plans
Other staff benefits 3,042,257 3,545,683
14,105,367 14,661,115
(b) Other items
2017 2016
HK$ HK$
Amortisation of patents 265,538 265,538
Auditor's remuneration 335,977 312,226
Cost of inventories sold (note 16) 19,190,422 17,675,779
Depreciation not charged to cost of sales 189,086 210,131
Exchange losses/(gains), net 2,260,760 (2,083,712)
Loss on disposal of property, plant and equipment 2,286 11,317
Patents written off 314,022 -
Impairment loss of patents 766,073 -
Rental charges under operating leases in respect
of
land and buildings 841,008 878,599
7 Income tax (credit) / expense
2017 2016
HK$ HK$
Current income tax
- Thailand corporate income tax 237,963 122,526
- Shanghai foreign enterprise income tax 141,999 1,193,949
379,962 1,316,475
Adjustments in respect of prior years
- Shanghai foreign enterprise income tax (287,323) -
92,639 1,316,475
Deferred income tax (Note 23) (1,072,500) -
(979,861) 1,316,475
(a) Taxation for the Company
No provision for profits tax has been made for the Company as it is
exempted from taxation in the British Virgin Islands.
No deferred taxation has been provided as the Company has no material
unprovided deferred tax assets or liabilities which are expected to be
crystallised in the foreseeable future (2016: Nil).
(b) Taxation for the Group
(i) Taxation on overseas profits has been calculated on the estimated
assessable profit for the year at the rate of taxation prevailing in the
countries in which the Group companies operate. The income tax expense stated
in consolidated statement of profit or loss and other comprehensive income
represented the corporate income tax and foreign enterprise income tax arisen
from the business of subsidiaries operating in Thailand and Shanghai
respectively.
Hong Kong Profits Tax is calculated at 16.5% (2016: 16.5%) of the
estimated assessable profit for the year. However, no provision for Hong Kong
profits tax has been made (2016: Nil) as the Group's assessable profit subject
to Hong Kong profits tax for the year is fully set-off by tax loss brought
forward from last year.
Provision for foreign enterprise income tax ("FEIT") in the People's Republic
of China ("PRC") has been made at 25% (2016: 25%) as Shanghai Walcom Bio-Chem
Co., Ltd. ("Shanghai Walcom"), a wholly owned subsidiary operating in Shanghai,
has assessable profits for the year.
Pursuant to the relevant income tax rules and regulations in the PRC, Shanghai
Walcom is not granted tax relief whereby the applicable income tax rate was 25%
for the years 2016 and 2017.
Thailand Corporate Income Tax is calculated at 20% (2016: 20%) of the net
profit for the year.
(b) Taxation for the Group (continued)
(ii) A reconciliation between the Group's income tax (credit) / expense and
the accounting (loss) / profit, at the applicable tax rate, is set out below:-
2017 2016
HK$ HK$
(Loss) / profit before income tax (4,920,096) 2,740,174
Notional tax calculated on (loss) / profit before
income tax, calculated
at the rates applicable to profits in the (858,046) 931,990
countries concerned
Tax effect of:
Expenses not deductible for tax purpose 1,614,889 692,099
Non-taxable revenue (8) (13)
Temporary differences not recognised 572 (911)
Overprovision in prior years (287,323) -
Tax losses not recognised 5,474 -
Previously unrecognised tax losses used to reduce
deferred tax expenses (1,072,500) -
Utilisation of previously unrecognised tax losses (382,919) (306,690)
Income tax (credit) / expense (979,861) 1,316,475
(iii) At 31 December 2017, the Group has unused tax losses of approximately
HK$45,585,000 (2016: HK$47,905,000) available for offset against future
profits. During the year, deferred tax asset of approximately HK$1,073,000
(2016: Nil) has been recognised in respect of such tax losses. No deferred tax
asset has been recognised in respect of the remaining HK$34,085,000 due to the
unpredictability of future profit streams. The unrecognised tax losses may be
carried forward indefinitely.
8 Loss attributable to shareholders
Loss attributable to owners of the Company for the year ended 31 December 2017
dealt with in the financial statements of the Company was approximately
HK$239,000 (2016: Profit of HK$55,000).
9 Dividends
The Company does not recommend the payment of any dividend for the year ended
31 December 2017 (2016: Nil).
10 (Losses) / earnings per share
There is no difference between basic and diluted (losses) / earnings per
share. The basic and diluted losses per share for the year ended 31 December
2017 are calculated by dividing the Group's loss attributable to owners of the
Group of HK$4,341,039 (2016: profit of HK$1,263,286) by the weighted average
number of 68,834,388 ordinary shares (2016: 68,834,388 ordinary shares). The
computation of diluted (losses) / earnings per share does not assume the
exercise of the Company's outstanding share options because the exercise price
of the options is higher than the average market price for the years ended 31
December 2017 and 2016.
11 Segment reporting
(a) Segment reporting
Information reported to the Executive Directors of the Company, being the
chief operating decision makers ("CODM"), for the purpose of resource
allocation and assessment of segment performance focuses on type of goods
delivered.
The executive directors have identified that, the Group has only one
reportable operating segment, which is the manufacture, distribution and sales
of chemical feed additive products. Since this is the only reportable operating
segment of the Group, no further operating segment analysis thereof is
presented.
(b) Geographical information
The following table sets out information about the geographical location
of (i) the group's revenue from external customers and (ii) the group's fixed
assets, intangible assets, goodwill and other current and non-current assets.
The geographical location of customers is based on the location at which the
services were provided or the goods delivered. The geographical location of the
assets is allocated based on the operations of the segment and the physical
location of the asset.
(i) Sales revenue by geographical location of customers
2017 2016
HK$ HK$
PRC 25,759,215 26,447,044
Thailand 16,854,536 16,643,536
Korea 1,799,741 3,378,461
Others 74,880 -
44,488,372 46,469,041
(b) Geographical information (continued)
(ii) Segment assets by geographical location of the assets
2017 2016
HK$ HK$
Hong Kong 2,449,543 1,499,263
PRC 13,943,939 14,882,387
The Philippines - 93,115
Thailand 9,613,986 8,287,443
Taiwan - 252,221
Other Asia-Pacific countries 164,232 577,499
Europe and United Kingdom 183,478 538,778
America and Canada 29,295 34,046
Others - 8,415
26,384,473 26,173,167
(c) Information about major customers
The Group's customer base is diversified and includes only three customers with
whom transactions have exceeded 10% of the Group's revenue.
2017 2016
Revenue from major customers: HK$ HK$
Sale of chemical feed additive products
Customer A 7,612,493 7,447,862
Customer B 7,458,638 5,709,373
Customer C 6,050,715 6,718,528
12 Property, plant and equipment
Furniture
Land and Leasehold and Office Plant and Motor
Group building improvements fixtures equipment machinery vehicles Total
HK$ HK$ HK$ HK$ HK$ HK$ HK$
Cost
At 1.1.2016 944,835 1,374,847 89,716 999,121 2,563,331 534,043 6,505,893
Additions 3,496,822 - - 56,892 96,143 - 3,649,857
Disposal - - - (103,227) (9,943) - (113,170)
Exchange
realignment 9,425 (75,011) (4,230) (43,881) (162,276) (33,852) (309,825)
At 31.12.2016 4,451,082 1,299,836 85,486 908,905 2,487,255 500,191 9,732,755
At 1.1.2017 4,451,082 1,299,836 85,486 908,905 2,487,255 500,191 9,732,755
Additions 759,587 - - 151,448 9,690 - 920,725
Disposals - - (7,094) (7,804) (8,193) - (23,091)
Exchange
Realignment 507,950 96,473 6,552 84,372 174,269 35,066 904,682
At 31.12.2017 5,718,619 1,396,309 84,944 1,136,921 2,663,021 535,257 11,535,071
Accumulated
depreciation
At 1.1.2016 286,594 1,249,504 64,748 805,348 2,257,863 321,138 4,985,195
Charge for
the year 43,545 16,968 8,236 59,120 80,560 80,275 288,704
Eliminated
on disposals - - - (92,905) (8,948) - (101,853)
Exchange
realignment 2,196 (72,892) (3,151) (34,926) (142,935) (20,357) (272,065)
At 31.12.2016 332,335 1,193,580 69,833 736,637 2,186,540 381,056 4,899,981
At 1.1.2017 332,335 1,193,580 69,833 736,637 2,186,540 381,056 4,899,981
Charge for
the year 45,662 17,792 3,966 64,504 91,373 62,630 285,927
Eliminated
on disposals - - (6,385) (7,023) (7,374) - (20,782)
Exchange
Realignment 35,535 87,728 5,459 54,078 156,505 28,978 368,283
At 31.12.2017 413,532 1,299,100 72,873 848,196 2,427,044 472,664 5,533,409
Net book value
At 31.12.2017 5,305,087 97,209 12,071 288,725 235,977 62,593 6,001,662
At 31.12.2016 4,118,747 106,256 15,653 172,268 300,715 119,135 4,832,774
On 18 July 2016, a subsidiary of the Group and the non-controlling interests
(the "Joint Operators") entered into an agreement pursuant of which the Joint
Operators jointly purchased one piece of land in Samut Sakorn Province, which
is located in the outskirt area of Bangkok, Thailand. The Group and the
non-controlling interests hold 66.67% and 33.33% interests in the land
respectively after completion of the purchase. The transaction constituted to a
joint arrangement.
As at 31 December 2017, the carrying amount of HK$4,666,918 represented the
Group's interest of 66.67% in the land (2016: HK$3,496,822).
13 Patents
Group
HK$
Cost
At 1.1.2016 and 31.12.2016 4,610,405
Patent written off (989,146)
At 31.12.2017 3,621,259
Accumulated amortisation and impairment
At 1.1.2016 2,530,771
Charge for the year 265,538
At 31.12.2016 2,796,309
Charge for the year 265,538
Patent written off (675,124)
Impairment loss 766,073
At 31.12.2017 3,152,796
Net book value
At 31.12.2017 468,463
At 31.12.2016 1,814,096
The remaining amortisation period of the patents ranged from 3 years to 10
years. The amortisation charge is included in selling and distribution expenses
in the consolidated statement of profit or loss and other comprehensive income.
14 Goodwill
Group
HK$
Cost
At 31.12.2016 and 31.12.2017 127,857
Impairment losses
At 31.12.2016 and 31.12.2017 127,857
Net book value
At 31.12.2017 -
At 31.12.2016 -
15 Investments in subsidiaries
Company
2017 2016
HK$ HK$
Unlisted investment, at cost 384 384
Amounts due from subsidiaries
* Non-trade related balances 36,487,626 42,005,281
* Impairment losses on non-trade related (36,487,626) (42,005,281)
balances
- -
(a) The amounts due from subsidiaries are unsecured, interest-free and have
no fixed terms of repayment.
(b) Listed below are the Group's principal subsidiaries:
Proportion of ownership
interest
Place of Particulars Group's Held by Held by
incorporation of issued / effective the non-
Name / business registered interest company controlling Principal
and fully interests activities
paid share
capital
Walcom The British 4,000,000 100% 100% - Investment
International Virgin ordinary holding
Limited Islands shares of
US$1 each
Shanghai Walcom The People's US$1,500,000 100% - - Manufacturing
Bio-Chem Co., Republic of Registered of chemical
Ltd. China Capital feed
additive
products
Walcom Hong Kong 100 ordinary 100% - - Investment
Bio-Chemicals shares holding and
Industrial 10,000 trading of
Limited non-voting chemical feed
deferred additive
shares* products
Walcom Nutritions Hong Kong 2 ordinary 100% - - Investment
International shares holding
Limited
Walcom Bio-Chem Thailand 100,000 55% - 45% Trading of
(Thailand) ordinary chemical feed
Company Limited shares of additive
THB 10 each products
Walcom Delaware, US$100 100% - - Investment
Bio-Chemicals United Registered holding
(USA) LLC States of capital
America
Walcom Animal Republic of 1 ordinary 100% - - Holding of
Science Mauritius share Patents
(I.P) Limited of US$1 each
Walcom Animal Republic of 1 ordinary 100% - - Holding of
Science Mauritius share Patents
(I.P.2) Limited of US$1 each
Walcom Animal Republic of 1 ordinary 100% - - Holding of
Science Mauritius share Patents
(I.P.3) Limited of US$1 each
Walcom Animal Republic of 1 ordinary 100% - - Holding of
Science Mauritius share Patents
(I.P.5) Limited of US$1 each
* The deferred shares, which are not held by the Group, carry practically
no rights to dividends nor to receive notice of, nor attend or vote at any
general meeting of the subsidiaries nor to participate in any distribution or
winding up.
16 Inventories
Group
2017 2016
HK$ HK$
Raw materials 1,068,157 546,031
Finished goods 1,839,110 834,697
2,907,267 1,380,728
The cost of inventories sold recognised as expenses and included in cost of
sales amounted to HK$19,190,422 (2016: HK$17,675,779).
17 Trade and other receivables
Group
2017 2016
HK$ HK$
Trade receivables 11,501,231 8,019,256
Less: provision for impairment loss (508,758) (508,758)
Trade receivables - net 10,992,473 7,510,498
Deposits and prepayments 1,019,758 1,237,171
Other receivables 77,896 238,319
12,090,127 8,985,988
All trade and other receivables are expected to be recovered within one year.
a. Impairment of trade receivables
The movement in the provision of impairment for doubtful debts during the year,
including both specific and collective loss components, is as follows:
2017 2016
HK$ HK$
At 1 January 508,758 508,758
Written off - -
At 31 December 508,758 508,758
At 31 December 2017, the Group's trade receivables of HK$508,758 (2016:
HK$508,758) have been outstanding for a certain period of time. The management
assessed that only a portion of the receivables is expected to be recoverable.
No further individual provision of impairment for doubtful debts was provided
in the year ended 31 December 2017 (2016: Nil).
The Group does not hold any collateral over these balances.
a. Trade receivables that are not impaired
Majority of the Group's revenue are with credit terms ranging from 30 to 60
days. Ageing analysis of trade receivables that are neither individually nor
collectively considered to be impaired are as follows:
2017 2016
HK$ HK$
Neither past due nor impaired 5,816,790 5,519,269
Less than one month past due 725,390 985,081
1 to 4 months past due 1,579,136 1,006,148
Over 4 months past due 2,871,157 -
5,175,683 1,991,229
10,992,473 7,510,498
Receivables that were neither past due nor impaired relate to a wide range of
customers for whom there was no recent history of default.
Receivables that were past due but not impaired relate to a number of
independent customers that have a good track record with the Group. Based on
past experience, management believes that no impairment allowance is necessary
in respect of these balances as there has not been a significant change in
credit quality and the balances are considered fully recoverable. The Group
does not hold any collateral over these balances.
(c) The carrying amounts of trade receivables are denominated in the following
currencies:
Group
2017 2016
Thai Baht THB 14,229,327 THB 13,636,000
Renminbi RMB 6,345,600 RMB 4,072,800
18 Cash and bank balances
Group
2017 2016
HK$ HK$
Cash at bank and on hand 3,710,427 9,117,413
Less: Cash at bank - restricted (116,377) (105,210)
Cash and cash equivalents in the statement
of cash flows 3,594,050 9,012,203
The Company
2017 2016
HK$ HK$
Cash and cash equivalents in the balance 25,327 25,309
sheet
Included in the cash and cash equivalents of the Group, HK$1,420,165 (2016:
HK$4,562,565) were denominated in RMB and kept in PRC. The remittance of these
funds out of the PRC is subject to the foreign exchange control restrictions
imposed by the PRC government.
As at 31 December 2017, HK$116,377 (2016: HK$105,210) denominated in THB in a
saving bank account in Thailand has been pledged to a bank as security to
obtain a facility under a forward exchange contract.
Included in cash and cash equivalents in the consolidated balance sheet are the
following amounts denominated in a currency other than the functional currency
of the entity to which they relate:
2017 2016
Renminbi RMB 1,187,643 RMB 4,081,738
United States dollars US$ 168,649 US$ 433,896
British Pound GBGBP 856 GBGBP 2,267
Thai Baht THB 1,362,910 THB 2,924,537
19 Trade and other payables
Group
2017 2016
HK$ HK$
Trade payables 1,238,690 1,318,966
Other payables and accrued expenses 4,333,171 3,425,147
5,571,861 4,744,113
All of the trade and other payables are expected to be settled within one year.
The carrying amounts of trade payables are denominated in the following
currencies:
2017 2016
Renminbi RMB 1,035,421 RMB 1,179,815
20 Loans from non-controlling interests
At 31 December 2017, the loans from non-controlling interests were unsecured
and repayable as follows:
Group
2017 2016
HK$ HK$
Current liabilities
Loans from non-controlling interests - 478,046 -
unsecured
Total borrowings 478,046 -
a. The maturity of borrowings is as follows:
Group
2017 2016
HK$ HK$
Within 1 year or on demand 478,046 -
a. The effective interest rate per annum for loans from non-controlling
interests at balance sheet date is at 12% (2016: Nil) per annum.
On 28 November 2017, an indirectly held subsidiary of the Group situated in
Thailand has obtained borrowings of HK$478,046 denominated in THB with maturity
of 1 year. The borrowing was unsecured.
21 Bank borrowings
At 31 December 2017, the bank borrowings were unsecured and repayable as
follows:
Group
2017 2016
HK$ HK$
Current liabilities
Bank borrowings - unsecured 2,392,631 2,235,886
Total borrowings 2,392,631 2,235,886
a. The maturity of borrowings is as follows:
Group
2017 2016
HK$ HK$
Within 1 year or on demand 2,392,631 2,235,886
a. The effective interest rate per annum for bank borrowings at balance sheet
date is at 5.7% (2016: 5.7%) per annum.
During the 2017 reporting period, the Group fully repaid a bank borrowing of
HK$2,235,886 denominated in RMB, which was unsecured.
On 14 November 2017, an indirectly held subsidiary of the Group situated in the
PRC has obtained a bank borrowing of HK$2,392,631 denominated in RMB with
maturity of 1 year. The bank borrowing was unsecured.
22 Capital and reserves
(a) Share capital
2017 2016
No. of No. of
Shares HK$ shares HK$
Authorised:
Ordinary shares of
HK$0.01 each 150,000,000 1,500,000 150,000,000 1,500,000
Ordinary shares, issued
and fully paid:
At 1 January and 31 68,834,388 688,344 68,834,388 688,344
December
The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at meetings of the
Company. All ordinary shares rank equally with regard to the Company's
residual assets.
(b) Nature and purpose of reserves
Company
Share Capital Accumulated
premium reserve losses Total
HK$ HK$ HK$ HK$
Balance at 1.1.2016 95,298,644 6,410,193 (102,827,765) (1,118,928)
Comprehensive income
Profit for the year - - 54,854 54,854
Balance at 31.12.2016 95,298,644 6,410,193 (102,772,911) (1,064,074)
Balance at 1.1.2017 95,298,644 6,410,193 (102,772,911) (1,064,074)
Comprehensive income
Lapse of share options - (684,771) 684,771 -
Loss for the year - - (238,889) (238,889)
Balance at 31.12.2017 95,298,644 5,725,422 (102,327,029) (1,302,963)
(i) Share premium
The application of the share premium account is governed by the Memorandum and
Articles of the Association of the Company. In accordance with the Companies
Law of the British Virgin Islands, the share premium account is distributable
to the shareholders of the Company provided that immediately following the date
on which the dividend is proposed to be distributed, the Company will be in a
position to pay off its debts as they fall due in the ordinary course of
business. The share premium may also be distributed in the form of fully paid
bonus shares.
(ii) Merger reserve
The merger reserve arose in the Group reorganisation before Admission to AIM.
There was no movement during the year.
(iii) Exchange reserve
The exchange reserve comprises all foreign exchange differences arising from
the translation of the financial statements of foreign operations. The reserve
is dealt with in accordance with the accounting policies set out in note 2(u)
to the report and accounts.
(iv) Surplus reserve
Surplus reserve of the Group currently comprises statutory surplus reserve. In
accordance with the laws and regulations in the PRC, the PRC entities are
required to appropriate 10% of their profit after tax, after offsetting any
prior years' losses, to the statutory surplus reserve. When the balance of the
statutory surplus reserve reaches 50% of the PRC entities' registered share
capital, any further appropriation is optional. The statutory surplus reserve
can be used to offset prior years' losses, if any, and may be converted into
share capital by issuing new shares to shareholders in proportion to their
existing shareholding or by increasing the par value of the shares currently
held by them, provided that the remaining balance of the statutory surplus
reserve after such issue is not less than 25% of share capital.
(v) Capital reserve of the Company
The capital reserve comprises the followings:
* The fair value of the actual or estimated number of unexercised share
options granted to employees of the Group recognised in accordance with the
accounting policy adopted for share-based payment in note 2(v) of the
report and accounts; and
* There was HK$4,841,424 balance brought forward as a result of the Group
reorganization in 2004.
(c) Distributability of reserves
Save as mentioned in note 22(b)(i), no reserves were available at 31 December
2016 and 2017 for cash distribution as the Company recorded accumulated losses
for the year.
(d) Capital management
The Group's primary objectives when managing capital are to safeguard the
Group's ability to continue as a going concern, so that it can continue to
provide returns for shareholders, by pricing products and services
commensurately with the level of risk and by securing access to finance at a
reasonable cost.
The Group actively and regularly reviews and manages its capital structure to
ensure optimal capital structure and shareholder returns that might be possible
with higher levels of borrowings and the advantages and security afforded by a
sound capital position, and makes judgements to the capital structure in light
of changes in economic conditions.
Consistent with industry practice, the Group monitors its capital structure
using a gearing ratio, which is total debts divided by adjusted capital. Total
debts represent total bank overdrafts and borrowings. Adjusted capital
includes all components of shareholders' equity less unrealised reserves.
In order to maintain or adjust the gearing ratio, the Group may issue new
shares, return capital to shareholders, raise new debt financing or sell assets
to reduce debt.
The gearing at 31 December 2017 and 2016 were 21% and 12% respectively,
calculated as follows :
2017 2016
HK$ HK$
Current liabilities:
- Loans from non-controlling interests 478,046 -
- Bank borrowings 2,392,631 2,235,886
Total debts 2,870,677 2,235,886
Owners' equity 14,719,862 15,871,503
(Less) / add : Exchange reserve (794,643) 2,394,755
Adjusted capital 13,925,219 18,266,258
Gearing ratio 21% 12%
23 Deferred tax assets
The analysis of deferred tax assets is as follows:
2017 2016
HK$ HK$
Deferred tax assets:
-Deferred income tax assets to be
recovered after more than 12 months 858,000 -
-Deferred income tax assets to be
recovered within 12 months 214,500 -
1,072,500 -
The movement in deferred income tax assets is as follows:
Tax losses
2017 2016
HK$ HK$
At 1 January - -
Credited to the consolidated statement of
profit or loss (note 7) 1,072,500 -
At 31 December 1,072,500 -
24 Share option scheme
A share option scheme (the "scheme") was adopted pursuant to a resolution of
an extraordinary general meeting of the Company held on 20 September 2006 for
the purpose of providing incentives and rewards to any director of any member
of the Group who is in service with any such Company or any employee of any
member of the Group (the "eligible directors and employees").
The maximum number of shares in respect of which options or rights to subscribe
for shares pursuant to the scheme when aggregated with number of shares in
respect of which options or rights to subscribe for shares has been granted in
previous years under the scheme and other share option or share incentive plan
adopted by the Company shall not exceed 10% of the shares issued by the Company
from time to time. An option share shall only be exercisable (a) after one year
from date of grant, (b) before the expiry of the option period, (c) at a time
permitted by the Model Code for Securities Transactions by Directors of Listed
Issuers, and (d) if any performance conditions imposed pursuant to the scheme
rules have been fulfilled or obtained.
As at 31 December 2017, 1,830,000 ordinary shares options have been granted to
directors and employees of the Company under the Share Option Scheme. During
the year, 1,500,000 options were lapsed and no other options were exercised or
cancelled.
(a) The terms and conditions of the grants that existed during the year are as
follows, hereby all options are settled by physical delivery of shares:
Participant Date of No. of Vesting Exercise Exercise
grant options period period price
outstanding
as at 31
December
2017
Options granted to
directors:
Yong Chian Tan 9 June 500,000 2 years From 9 June 2012 to GBGBP 0.07
2010 commencing 8 June 2020 (both
from 9 June days inclusive)
2010
9 June 500,000 3 years From 9 June 2013 to GBGBP 0.07
2010 commencing 8 June 2020 (both
from 9 June days inclusive)
2010
Albert Siu Fai 9 June 250,000 2 years From 9 June 2012 to GBGBP 0.07
Wong 2010 commencing 8 June 2020 (both
from 9 June days inclusive)
2010
9 June 250,000 3 years From 9 June 2013 to GBGBP 0.07
2010 commencing 8 June 2020 (both
from 9 June days inclusive)
2010
Options granted to
employees:
Employees of 9 June 165,000 2 years From 9 June 2012 to GBGBP 0.07
the Group 2010 commencing 8 June 2020 (both
from 9 June days inclusive)
2010
9 June 165,000 3 years From 9 June 2013 to GBGBP 0.07
2010 commencing 8 June 2020 (both
from 9 June days inclusive)
2010
(b) Fair value of share options
The fair value of the share options granted during the year ended 31
December 2010 have been valued by an independent qualified valuer using
Binomial Option Pricing Model.
25 Share award plan
The Company's share award plan (the "plan") was adopted pursuant to a
resolution of an extraordinary general meeting of the Company held on 20
September 2006 for the purpose of providing incentives or rewards to selected
PRC employees and officers of the Group but excluding officers of the Company
(the "eligible PRC officers").
Prior to the Admission to AIM, 433,163 ordinary shares were transferred to
Walcom China Staff Incentive Limited (the "trustee") by certain of the then
existing shareholders of the Company, to hold pursuant to the terms of the
trust deed applicable to the plan. These shares are held on trust for the
eligible PRC officers.
The plan shall be valid and effective for a term of ten years from the date of
adoption and it shall be subject to the administration of a committee delegated
from time to time by the board and the trustee in accordance with the
provisions of the trust deed and plan rules. The term of the plan was extended
for another ten years and the board of directors was empowered to terminate the
plan before its expiry in accordance with the plan rules. There were 70,163
(2016: 70,163) ordinary shares held by the trustee at 31 December 2017.
26 Related party transactions
The management considered the ultimate controlling party since date of
incorporation to 31 December 2017 was Mr. Francis Chi.
2017 2016
HK$ HK$
(a) Transactions with key management
personnel
Salaries and other short term employee 5,608,629 7,530,816
benefits
(b) Transactions with non-controlling
interests
Interest expenses 4,780 -
Balances with related parties are disclosed in the balance sheet and in
note 15.
27 Commitments
(a) Capital commitments
Capital expenditure contracted for at the balance sheet date but not
yet incurred is as follows:
2017 2016
HK$ HK$
Property, plant and equipment - 726,720
(b) Operating lease commitments
The future aggregate minimum lease rental expenses in respect of the
manufacturing plants and office premises under non-cancellable operating lease
are payable in the following periods:
2017 2016
HK$ HK$
Within one year 1,561,711 1,335,881
In the second to fifth years inclusive - 24,952
1,561,711 1,360,833
28 Reconciliations of liabilities arising from financing activities
Other Liabilities from
assets financing activities
Restricted Loans from
bank non-controlling Bank
balances interests Borrowings
(Current) (Current) (Current) Total
HK$ HK$ HK$ HK$
As at 1 January 2017 105,210 - (2,235,886) (2,130,676)
Inflow from financing - (478,046) (2,392,631) (2,870,677)
activities
Outflow from financing 424 - 2,392,631 2,393,055
activities
Currency translations 10,743 - (156,745) (146,002)
As at 31 December 2017 116,377 (478,046) (2,392,631) (2,754,300)
29 Critical accounting estimates and judgements
Estimates and judgements 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 assumptions 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 with
the next financial year are discussed below.
(a) Patents
The carrying amount of patents representing mainly legal costs for application
of patents in respect of the various uses of formulation of cysteamine in
various regions is HK$468,463 (2016: HK$1,814,096). The Group carried an
impairment test based on a variety of assumptions of the possibilities that the
pending patents could be circumvented and concluded that no impairment was
required. Should the pending patents be circumvented, for example by an
alternative formulation of cysteamine, then an impairment might arise and could
have significant effect on the carrying amount of the patents stated at the
balance sheet date.
(b) Depreciation
The measurement determines the estimated useful lives and residual values for
its property, plant and equipment. Property, plant and equipment are
depreciated on a straight-line basis over the estimated useful lives. The
Group reviews annually the useful life of an asset and its residual value, if
any. The depreciation expense for future periods is revised if there are
significant changes from previous estimation.
(c) Impairments
In considering the impairment loss that may be required for certain property,
plant and equipment, investments in subsidiaries of the Group, recoverable
amount of the asset needs to be determined. The recoverable amount is the
greater of the net selling price and the value in use. It is difficult to
precisely estimate selling price because quoted market prices for these assets
may not be readily available. In determining the value in use, expected cash
flows generated by the asset are discounted to their present value, which
requires significant judgement relating to items such as level of turnover and
amount of operating costs. The Group uses all readily available information in
determining an amount that is reasonable approximation of recoverable amount,
including estimates based on reasonable and supportable assumptions and
projections of items such as turnover and operating costs.
Impairment losses for bad and doubtful debts are assessed and provided based on
the directors' regular review of ageing analysis and evaluation of
collectability. A considerable level of judgement is exercised by the
directors when assessing the credit worthiness and past collection history of
each individual customer.
An increase or decrease in the above impairment loss would affect the net
(loss) / profit in the year and in future years.
(d) Income taxes
Determining income tax provisions involves judgement on the future tax
treatment of certain transactions and interpretation of tax rules. The Group
carefully evaluates tax implications of transactions and tax provisions are set
up accordingly. The tax treatment of such transactions is reconsidered
periodically to take into account all changes in tax legislation.
Deferred tax assets are recognised for tax losses not yet used and temporary
deduction differences. As those deferred tax assets can only be recognised to
the extent that it is probable that future profit will be available against
which the unused tax credit can be utilised, management's judgement is required
to assess the probability of future taxable profits. Management's assessment
is constantly reviewed and additional deferred tax assets are recognised if it
becomes probable that future taxable profits will allow the deferred tax asset
to be recovered.
(e) Inventory provision
The Group performs regular reviews of the carrying amounts of inventories with
reference to aged inventories analyses, projections of expected future
saleability of goods and management experience and judgement. Based on this
review, write-down of inventories will be made when the carrying amounts of
inventories decline below their estimated net realisable value. Due to changes
in customers' performance, actual saleability of goods may be different from
estimation and profit or loss could be affected by differences in this
estimation.
30 Reconciliation of (loss) / profit before income tax to EBITDA
2017 2016
HK$ HK$
(Loss) / profit before income tax (4,920,096) 2,740,174
Depreciation 285,927 288,704
Amortisation of patents 265,538 265,538
Interest income (14,220) (63,460)
Interest expenses 137,907 133,802
Patents written off 314,022 -
Impairment loss of patents 766,073 -
Loss on disposal of property, plant and equipment 2,286 11,317
EBITDA (3,162,563) 3,376,075
EBITDA is defined herein as earnings before depreciation, amortisation,
interest and tax, plus specific charges which are considered non-recurring in
nature. Specific charges include impairment loss in value and gain/loss in
disposal of non-current assets, and amortization of fair value of share-based
compensation. EBITDA is not a recognised term under generally accepted
accounting principles and does not purport to be an alternative to net income
as a measure of operating performance or to cash flows from operating
activities as a measure of liquidity. Because not all companies use identical
calculations, this presentation may not be comparable to other similarly titled
measures of other companies.
END
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May 09, 2018 05:56 ET (09:56 GMT)
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