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.
GCL-POLY ENERGY HOLDINGS LIMITED
保 利 協 鑫 能 源 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 3800)
ANNOUNCEMENT IN RESPECT OF
PUBLICATION OF UNAUDITED MANAGEMENT ACCOUNTS FOR
THE YEAR ENDED 31 DECEMBER 2020
AND
CONTINUAL SUSPENSION OF TRADING
This announcement is made by the board (the ''Board'') of directors of GCL-Poly Energy Holdings Limited (the ''Company'' and, together with its subsidiaries, the ''Group'') pursuant to Rules 13.09 and 13.49(3) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'') and the inside information provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong).
We refer to the announcements of the Company dated 31 March 2021, 6 April 2021 and 11 April 2021 whereby the Company announced that (i) the publication of the annual results of the Group for the year ended 31 December 2020 (the ''2020 Annual Results'') has been further delayed until further notice; (ii) the meeting (the ''Board Meeting'') of the board of directors of the Company for considering and approving, among other matters, the 2020 Annual Results and its publication thereof, and considering the payment of a final dividend, if any, has been further postponed until further notice; and
- suspension of trading in the shares of the Company on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') with effect from 9 : 00 a.m. on 1 April 2021.
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1. DELAY IN PUBLICATION OF ANNUAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2020
As disclosed in the Company's announcement dated 11 April 2021, the Audit Committee of the Board (the ''Audit Committee'') received a letter from the Company's auditors, Deloitte Touche Tohmatsu, (the ''Auditors'') on 9 April 2021 (the ''Auditor Letter'') in which the Auditors brought to the attention of the Audit Committee the details of an issue encountered by the Auditors during the audit process and requested the Audit Committee's involvement in resolving the issue.
According to the Auditor Letter, the issue primarily concerns a prepayment in the amount of RMB510 million made by a subsidiary of the Company, Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd.* (江蘇中能硅業科技發展 有限公司) (''Jiangsu Zhongneng'') for the purposes of an Engineering, Procurement and Construction contract entered into in September 2019 (''EPC Contract''). The prepayment was included in the Group's audited consolidated financial statements for the year ended 31 December 2019 and the Group's unaudited interim financial statements for the six months ended 30 June 2020. The Audit Committee is working with the Auditors and the Company's management to finalize the 2020 Annual Results. In addition, the Company is taking appropriate steps to assess this matter and provide additional information to the Auditors in relation to the EPC Contract.
The EPC Contract involves services to be provided by contractors in relation to the design, procurement and construction of a silicon material production project located in the Xuzhou Economic Development Zone of Jiangsu Province, PRC (the ''Project''). Largely as a result of the impact of COVID-19, the Project did not proceed as planned under the EPC Contract and Jiangsu Zhongneng entered into discussions to terminate that contract in October 2020. On 6 April 2021, Jiangsu Zhongneng entered into a termination agreement in respect of the EPC Contract and has a received a commercial bill payable no later than October 2021 to refund a total of RMB460 million of the prepayment that Jiangsu Zhongneng had made.
As the issues described will require additional time to resolve, the Company is unable to finalize and publish the 2020 Annual Results at present. The Company will make further announcements to keep shareholders of the Company informed of the progress of the preparation and publication of the 2020 Annual Results as soon as practicable.
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2. UNAUDITED FINANCIAL INFORMATION
Rule 13.49(3)(i)(c) of the Listing Rules that where an issuer is unable to publish its preliminary results based on its financial statements in accordance with Rules 13.49(1) and 13.49(2) of the Listing Rules, it must announce, so far as the information is available, its results for the financial year based on financial results which have yet to be agreed with the auditors.
The Board wishes to set forth below the unaudited consolidated financial information extracted from the management accounts of the Group for the year ended 31 December 2020 (''Unaudited Management Accounts'').
The Directors confirm that the following unaudited consolidated financial information is prepared on the same basis as used in the audited financial statements of the Group for the year ended and as of 31 December 2019.
UNAUDITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 31 December 2020
2020 | 2019 | |||
RMB'000 | RMB'000 | |||
(Unaudited) | (Audited) | |||
Revenue | 14,620,736 | 19,249,621 | ||
Cost of sales | (10,918,829) | (14,571,196) | ||
Gross profit | 3,701,907 | 4,678,425 | ||
Other income | 686,000 | 818,746 | ||
Distribution and selling expenses | (93,942) | (126,338) | ||
Administrative expenses | (1,811,930) | (2,051,326) | ||
Finance costs | (3,148,966) | (3,946,920) | ||
Impairment losses under expected credit loss model, | ||||
net of reversal | (641,813) | (462,741) | ||
Other expenses, gains and losses, net | (4,991,835) | 1,058,183 | ||
Share of profits of associates | 264,918 | 401,019 | ||
Share of losses of joint ventures | (110,408) | (51,365) | ||
(Loss) profit before tax | (6,146,069) | 317,683 | ||
Income tax expense | (108,412) | (206,848) | ||
(Loss) profit for the year | (6,254,481) | 110,835 | ||
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2020 | 2019 | |||
RMB'000 | RMB'000 | |||
(Unaudited) | (Audited) | |||
Other comprehensive (expense) income | ||||
Item that will not be reclassified to profit or loss: | ||||
Fair value loss on investments in equity instruments | ||||
at fair value through other comprehensive income | (17,241) | (49,691) | ||
Items that may be reclassified subsequently to profit or | ||||
loss: | ||||
Exchange differences arising on translation of foreign | ||||
operations | (69,856) | 36,139 | ||
Cumulative loss reclassified to profit or loss on sale | ||||
of investments in debt instruments measured at fair | ||||
value through other comprehensive income upon | ||||
disposal | - | 3,540 | ||
(69,856) | 39,679 | |||
Other comprehensive expense for the year | (87,097) | (10,012) | ||
Total comprehensive (expense) income for the year | (6,341,578) | 100,823 | ||
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UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December 2020
2020 | 2019 | ||
RMB'000 | RMB'000 | ||
(Unaudited) | (Audited) | ||
NON-CURRENT ASSETS | |||
Property, plant and equipment | 36,706,248 | 52,412,895 | |
Right-of-use assets | 3,432,600 | 4,529,359 | |
Investment properties | 61,148 | 65,804 | |
Other intangible assets | 213,338 | 247,723 | |
Interests in associates | 7,032,381 | 7,539,323 | |
Interests in joint ventures | 567,303 | 706,200 | |
Other financial assets at fair value through | |||
profit or loss | 321,267 | 357,542 | |
Equity instruments at fair value through other | |||
comprehensive income | 24,616 | 41,857 | |
Convertible bonds receivable | - | 101,097 | |
Deferred tax assets | 287,973 | 291,711 | |
Deposits, prepayments and other non-current assets | 1,677,691 | 2,396,446 | |
Contract assets | 1,227,979 | 5,639,898 | |
Amounts due from related companies | |||
- non-trade related | 740,531 | 826,951 | |
Pledged and restricted bank and other deposits | 682,105 | 1,132,156 | |
52,975,180 | 76,288,962 | ||
CURRENT ASSETS | |||
Inventories | 488,629 | 751,188 | |
Trade and other receivables | 16,986,419 | 13,857,141 | |
Amounts due from related companies | |||
- trade related | 210,750 | 231,987 | |
Amounts due from related companies | |||
- non-trade related | 386,565 | 1,474,146 | |
Other financial assets at fair value through | |||
profit or loss | 800,763 | 477,256 | |
Held for trading investments | 3,447 | 4,339 | |
Tax recoverable | 2,777 | 6,651 | |
Pledged and restricted bank and other deposits | 3,864,571 | 5,797,270 | |
Bank balances and cash | 1,709,585 | 1,548,019 | |
24,453,506 | 24,147,997 | ||
Assets classified as held for sale | 3,525,749 | - | |
27,979,255 | 24,147,997 |
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2020 | 2019 | |||
RMB'000 | RMB'000 | |||
(Unaudited) | (Audited) | |||
CURRENT LIABILITIES | ||||
Trade and other payables | 13,071,106 | 15,018,649 | ||
Amounts due to related companies | ||||
- trade related | 214,298 | 1,261,381 | ||
Amounts due to related companies | ||||
- non-trade related | 1,873,859 | 554,927 | ||
Loans from related companies | 788,668 | 743,922 | ||
Contract liabilities | 357,461 | 224,939 | ||
Bank and other borrowings - due within one year | 23,195,212 | 26,976,972 | ||
Lease liabilities - due within one year | 531,258 | 530,655 | ||
Notes payables - due within one year | 3,312,863 | 422,175 | ||
Derivative financial instruments | 22,000 | 133,400 | ||
Deferred income | 40,136 | 41,885 | ||
Tax payables | 134,483 | 144,922 | ||
43,541,344 | 46,053,827 | |||
Liabilities associated with assets | ||||
classified as held for sale | 1,919,568 | - | ||
45,460,912 | 46,053,827 | |||
NET CURRENT LIABILITIES | (17,481,657) | (21,905,830) | ||
TOTAL ASSETS LESS CURRENT LIABILITIES | 35,493,523 | 54,383,132 | ||
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2020 | 2019 | ||
RMB'000 | RMB'000 | ||
(Unaudited) | (Audited) | ||
NON-CURRENT LIABILITIES | |||
Contract liabilities | - | 147,740 | |
Loans from related companies | 119,840 | 1,031,639 | |
Bank and other borrowings - due after one year | 13,062,167 | 20,285,750 | |
Lease liabilities - due after one year | 1,358,881 | 1,910,864 | |
Notes payables - due after one year | - | 3,470,542 | |
Deferred income | 522,298 | 628,441 | |
Deferred tax liabilities | 110,066 | 186,748 | |
15,173,252 | 27,661,724 | ||
NET ASSETS | 20,320,271 | 26,721,408 | |
CAPITAL AND RESERVES | |||
Share capital | 1,862,725 | 1,742,850 | |
Reserves | 14,882,037 | 20,507,309 | |
Equity attributable to owners of the Company | 16,744,762 | 22,250,159 | |
Non-controlling interests | 3,575,509 | 4,471,249 | |
TOTAL EQUITY | 20,320,271 | 26,721,408 | |
The Board wishes to emphasise that the unaudited consolidated financial information set out above has not been finalised and the Company is still in the process of providing the required information to the Auditors. Shareholders and potential investors should note that the above unaudited consolidated financial information of the Group has not been reviewed or audited by the Auditors and is not based on any other data or information that has been audited or reviewed by the Auditors, and is therefore subject to potential adjustments and finalisation pending the completion of the audit by the Auditors.
The Board Meeting for the purpose of, among others, considering and approving the publication of the 2020 Annual Results will be postponed to a date to be fixed by the Board. As Company is still working closely and actively communicating with the Auditors to assist them to complete the audit of the consolidated financial information of the Group, the Company will use its best endeavours to publish the 2020 Annual Results as soon as practicable.
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-
FURTHER ANNOUNCEMENT(S)
Following the completion of the auditing process, the Company will issue further announcement(s) in relation to the audited results for the year ended 31 December 2020 and the material differences (if any) as compared with the unaudited consolidated financial information contained in this announcement. In addition, the Company will issue further announcement(s) as and when necessary if there are other material developments in the completion of the auditing process once it can be ascertained. - CONTINUAL SUSPENSION OF TRADING
Trading in the shares of the Company on the Stock Exchange has been suspended with effect from 9 : 00 a.m. on 1 April 2021. Trading in shares of the Company will remain suspended until further notice pending publication of the 2020 Annual Results.
The unaudited consolidated financial information contained herein in respect of the Unaudited Management Accounts of the Group have not been audited and have not been agreed with the auditor of the Company. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.
By order of the Board
GCL-Poly Energy Holdings Limited
保利協鑫能源控股有限公司
Zhu Gongshan
Chairman
Hong Kong, 19 April 2021
As at the date of this announcement, the Board comprises Mr. Zhu Gongshan (Chairman), Mr. Zhu Zhanjun, Mr. Zhu Yufeng, Ms. Sun Wei, Mr. Yeung Man Chung, Charles, Mr. Jiang Wenwu and Mr. Zheng Xiongjiu as executive directors; Ir. Dr. Raymond Ho Chung Tai, Mr. Yip Tai Him, Dr. Shen Wenzhong and Mr. Wong Man Chung, Francis as independent non-executive directors.
- For identification purpose only
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GCL-Poly Energy Holdings Ltd. published this content on 19 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 03:03:03 UTC.