2020

CORPORATE INFORMATION

EXECUTIVE DIRECTORS

HEADQUARTER

Ms. Zhou Yaxian (Chairman and President)

Unit 2902, Sino Plaza

Mr. Shi Guicheng

255-257 Gloucester Road

Mr. Ru Xiquan

Causeway Bay

Mr. Mo Yunxi

Hong Kong

NON-EXECUTIVE DIRECTOR

Dato' Sri Low Jee Keong

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Tsui Yung Kwok

Mr. Meng Qinguo

Mr. Yang Xiaohu

COMPANY SECRETARY

Mr. Ng Yuk Yeung FCCA CPA CFA

LEGAL ADVISOR

AS TO HONG KONG LAWS

Loong & Yeung

Room 1603, 16/F

China Building

29 Queen's Road Central

Hong Kong

REGISTERED OFFICE

Cricket Square

Hutchins Drive

P.O. Box 2681

Grand Cayman

KY1-1111

Cayman Islands

MAINLAND OFFICE

29 Fudian Shangchong

Xijiang Fourth Road

Wuzhou, Guangxi

PRC

PRINCIPAL BANKERS

Agricultural Bank of China

Industrial and Commercial Bank of China

Bank of China

Bank of Communications

China Construction Bank

The Hongkong and Shanghai Banking

  Corporation

AUDITOR

Ernst & Young

Certified Public Accountants

22/F CITIC Tower

1 Tim Mei Avenue

Central

Hong Kong

01

Interim Report 2020

INFORMATION FOR INVESTORS

LISTING INFORMATION

SHARE INFORMATION

Listing:

The Stock Exchange of

Board lot size: 2,000 shares

Hong Kong Limited

Stock code:

00829

Shares in issue as at 30 June 2020

Ticker symbol

  3,230,480,000 shares

Reuters:

0829.HK

Bloomberg:

829: HK Equity

Market capitalization as at 30 June 2020

  HK$920,686,800

KEY DATES

13 October 2009

  • Listing on the Hong Kong
  • Stock Exchange

28 August 2020

  Announcement of 2020 Interim Results

REGISTRAR & TRANSFER OFFICES

Principal:

SMP Partners (Cayman) Limited 3rd Floor, Royal Bank House

24 Shedden Road, P.O. Box 1586 Grand Cayman, KY1-1110 Cayman Islands

Hong Kong Branch:

Tricor Investor Services Limited

Level 54, Hopewell Centre

183 Queen's Road East

Hong Kong

Basic earnings per share for 2020   Half year RMB0.84 cents

ENQUIRIES CONTACT

Wonderful Sky Financial Group Holdings   Limited

Email: shenguan@wsfg.hk

WEBSITE

www.shenguan.com.hk

Shenguan Holdings (Group) Limited

02

KEY FINANCIAL HIGHLIGHTS

FINANCIAL AND OPERATING SUMMARY

For the six months ended 30 June

2020

2019

Change

Revenue (RMB million)

364.1

386.8

-5.9%

Profit Attributable to Owners of the

Company (RMB million)

27.1

31.4

-13.5%

Basic Earnings Per Share (RMB cents)

0.84

0.97

-13.4%

Interim Dividend Per Share (HK cents)

-

-

N/A

Cash Inflow from Operating Activities

(RMB million)

109.3

104.7

+4.4%

1H 2020

FY 2019

1H 2019

Total Assets (RMB million)

3,089.2

3,083.5

3,012.3

Inventory Turnover Day

- Raw Materials (days)*

48.4

28.7

34.7

Inventory Turnover Day

- Finished Goods & Work in

  Progress (days)*

296.9

228.7

357.0

Trade Receivables Turnover Day (days)*

110.8

93.6

99.7

Trade Payables Turnover Day (days)*

96.7

87.6

68.5

  • Calculated based on the average value between the beginning of the period and the end of the period.

03

Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

MARKET REVIEW

During the six months ended 30 June 2020 (the "Period"), as bombarded by the COVID-19 epidemic, the economy of the People's Republic of China (the "PRC" or "China") experienced a year-on-year decline. Following the outbreak gradually under control, full resumption of work and production in China were taken place, the domestic economy recovered rapidly in the second quarter, and major macroeconomic indicators were operated within a reasonable range. With the implementation of the "creating an enabling environment" policy and various policies to stimulate consumption, China's economy is gradually returning to the normal status.

According to the National Bureau of Statistics of the PRC from January to June 2020, China's gross domestic product dropped by 1.6% year-on-year; total retail sales of consumer goods decreased by 11.4% for the Period, representing a narrow down of

7.6 percentage points as compared with the decrease in the first quarter. The total output of pork, beef, mutton and poultry was approximately 34.89 million tons for the Period, down by 10.8% year-on-year. Among which, pork output decreased by 19.1% year-on-year. During the Period, owing to the greater impact of the COVID-19 epidemic on China's economy, the sales volume of the domestic meat product industry decreased significantly. Under the context of oversupply of collagen sausage casings, the market competition became more and more intense.

Catalyzing by the COVID-19 epidemic, the great health industry ushered in an explosive opportunity. The Group will ride on the opportunities to respond to the changes of external market in a proactive manner. Based on the principal business of collagen sausage casings, the Group accelerated the production and operation of medicinal products, expanded the sales channels of medical collagen raw materials and type I and type II medical device products and extended its reach to the great health industry. At the same time, the Group also launched new businesses such as collagen food products and skincare products and expanded the layouts of collagen applications. By centering on the theme of "stabilizing quality, stabilizing market, prudent investment", the Group vigorously explored new markets and made continuous adjustments to foster the overall positive improvement of the Group's production and operation conditions, thereby generating better returns for the shareholders.

Shenguan Holdings (Group) Limited

04

BUSINESS REVIEW

Thanks to the joint efforts of its employees, the Group maintained the leading position in the domestic collagen sausage casing market. Since the fourth quarter of 2018, raw material prices have risen due to the continuously improved environmental protection requirements in China. Since 2019, the Group's high-end collagen sausage casings trial products suitable for high-end sausage markets have been basically determined and have entered the stage of bulk trial production and customer trial use and achieved certain results. The Group has actively taken effective measures to control production costs, accelerated the automation and intelligent transformation of machinery to improve production efficiency.

Owing to fierce market competition, customers' demand for high-end products also increased. The Group strengthened the communication with customers and improved the provision of services to ensure the stability of high-end product quality of key customers, so as to promote the sales of high-end products. In addition, with the support of the government, the Group strengthened the research and development of new products and scientific research projects and had actively participated in public welfare undertakings such as student aid and poverty alleviation.

During the Period, with the joint efforts of all employees, the Group kept on improving product quality, continued to deepen and optimize performance management, added performance evaluation indicators for various departments, further perfected performance management systems, and enhanced food safety, environmental protection and also production safety management. At the same time, to promote the development of new industries and new products, the Group strengthened the construction of corporate research and development platforms, in which a group of highly-educated technical personnel are gathered together.

Industrial Layout and Technological Research & Development

The Group is committed to stepping up the development of its collagen technologies, with an aim to establishing a safe, reliable and standardized great health industry. Such move will also upgrade and transform the collagen industry and proactively promote the application of collagen in the great health industry. The Group is striving to promote new technologies and new products in various segments covering collagen food products, healthcare products, skincare products and medicinal products. The sales of some new products have increased significantly as compared with the same period of last year, but as these new product sales are just getting started, they have yet to make significant contribution to the Group's sales.

05

Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

During the Period, the Group gained recognition for its outstanding performance, including the titles of "Cluster of Excellent Talents at Autonomous Region Level in Guangxi" (廣西優秀等次自治區級人才小高地), "Guangxi Top 100 Private Enterprises" (廣西民營企業100), "Guangxi Top 100 Private Manufacturers" (廣西民營企業製造 業100), "Guangxi Most Competitive Private Enterprise" (廣西最具競爭力民營企業) and "Guangxi Leading Industrial Enterprise" (廣西工業龍頭企業). After re-assessment,Wuzhou Shenguan Protein Casing Co., Ltd. ("Wuzhou Shenguan"), a wholly-ownedsubsidiary of the Company, maintained the titles as "National High-TechEnterprise" (國 家高新技術企業), "China's Leading Intellectual Property Enterprise" (國家知識產權優勢 企業) and "The Secondary Enterprise of Safety Production Standardization in Guangxi" (廣西安全生產標準化二級企業).

During the Period, the Group achieved outstanding results in new product research and development. For collagen food products, the collagen rice noodles, bovine collagen and collagen drinks developed by the Group have achieved initial market launch and promotion through the short live-video broadcasts on WeChat Store and Taobao flagship store. For collagen skincare products, new products such as new collagen masks, collagen extracts and collagen superior were already under sales online and offline and have achieved certain results. In addition, the Group is also actively making use of the resources generated in the production process for comprehensive application, and carry out the research and development works of skin soap series products and natural liquid soap products.

For collagen medical materials, Guangdong Victory Biotech Co., Ltd. ("Guangdong Victory") has filed to the Guangdong provincial authorities regarding the corporate standards on six products including Fibrous Type I Collagen (Q/SCSW2-2017), Medical Soluble Type I Collagen (Q/SCSW3-2017) and Collagen Wound Dressing (Q/ SCSW4-2017), and these products have obtained the dual certification of ISO13485 and ISO22442 from the European Union and are launched for sale on the market. The Group's new product, the highly reactive collagen-based bone repairing biomaterials (高 活性膠原基骨修復生物材料), is at its testing stage for its product technical indicators, and it is expected that the testing report will be completed by the end of the year, then follow by the application for clinical trial approval. The band-aids and liquid dressing products produced in Wuzhou have obtained the production permits for type I medical device products, and the production equipment is at the installation and trial production stage, the mass production of which can be expected in 2020.

Shenguan Holdings (Group) Limited

06

Ferguson (Wuhan) Biotech Company Limited ("Ferguson Wuhan") is striving the research and development works of three types of products, namely health food, general food and food for special dietary users. Of which, the glucosamine tablets are going through product registration material declaration, the DHA soft capsules and foods for special medical purposes, namely, children's whole nutrition formula powder and methyl tetrahydrofolic acid tablets are undergoing or have completed the technical review, and the products that have completed technical review are currently under administrative review.

As at 30 June 2020, the Group had the following patents:

Granted

Accepted

and still

and pending

effective

for approval

National Intellectual Property Administration of

the PRC

69

20

Taiwan Intellectual Property Office

2

-

United States Patent and Trademark Office

1

-

Collagen Sausage Casings

One of the Group's principal businesses is the manufacture and sale of edible collagen sausage casings, most of which are used for the production of western sausages. Sausage manufacturers made product innovation and diversification to continue to research and develop high-end sausages, and the demand includes imitated pork castings and other high-end products.

In order to keep pace with the new trend of the domestic meat product industry, the Group launched new products that can be applied to more types of sausages fillings to cater for the market. These new products are gradually marketed and adopted. At the same time, the Group also made great efforts in enhancing internal management, increasing the level of automation, streamlining production processes and improving efficiency.

07

Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

With respect to the supply of raw materials, cattle's inner skin is a major raw material for collagen sausage casing production. The supply of cattle's inner skin remained stable over the past few years and such situation is expected to remain unchanged in the coming years. Guangxi Zhiguan Industrial Development Co., Limited ("Guangxi Zhiguan"), one of the Group's substantial cattle inner skin providers, applied for the Food Production Licence under the Measures for the Administration of Food Production Licensing and Food Safety Law of the PRC on a voluntary basis and was granted such licence, effective until November 2022, by the Wuzhou Bureau for Administrative Examination and Approval, the local issuing authority of the China Food and Drug Administration where Guangxi Zhiguan is located.

Quality Control

The Group strictly controls each production step to ensure that its products are of the best quality and comply with all safety requirements. The Group's production and manufacturing of collagen sausage casings has passed the certification of ISO9001 Quality Management System, ISO22000 Food Safety Management System, ISO10012 Measurement Management System and ISO14000 Environmental Management System, and has obtained the Food Production Permit and the Filing of Export Food Manufacturers (出口食品生產企業備案證). The Group has also registered with the U.S. Food and Drug Administration for export of sausage casing products to the United States. In addition, the production of all of the Group's sausage casing products have strictly complied with the PRC's national standards (GB14967-94), sausage casing manufacturing industry standards (SB/T10373-2012) and the filed corporate standards (Q/WZSG0001S-2012). All these certifications are the recognition of the Group as a trustworthy product supplier to its customers.

Guangxi Wuzhou Zhongguan Testing Technology Services Co., Ltd. ("Wuzhou Zhongguan"), a subsidiary of the Group, is able to examine over 800 indicators, including the physicochemical indicators such as heavy metals and microelements, pesticide residues, microorganisms and proteins. Currently, Wuzhou Zhongguan continues to independently undertake third-party inspection assignments, undertake various food and relevant product testing services and issue officially-recognized testing reports, thus generating external sales revenue. Such qualification is going to lay a solid foundation for the Group to develop into a collagen materials base, thereby facilitating the development of high-end foods, healthcare products and medicines in the health industry.

Shenguan Holdings (Group) Limited

08

Customer Relationship

The Group is committed to developing long-term mutual trust cooperation relationships with its business partners and has already built a sophisticated customer network. The Group has established its closely-knit yet extensive network of leading manufacturers of processed meat products and sausages, which is not only for the cooperation with enterprises in the PRC, but also with those in various overseas markets, such as South America, Southeast Asia and the United States. During the Period, the Group continued to supply high-quality sausage casing products to a number of renowned food suppliers in the PRC. The number of domestic customers remained stable.

FINANCIAL ANALYSIS

Revenue

Revenue decreased by approximately 5.9% to approximately RMB364.1 million for the Period from approximately RMB386.8 million for the six months ended 30 June 2019 (the "Prior Period"). Owing to the impact of the COVID-19 epidemic, some customers delayed the resumption of work after Chinese New Year during the Period, which resulted a decrease in products demand.

Cost of sales

Cost of sales decreased by approximately 5.8% to approximately RMB267.8 million for the Period from approximately RMB284.3 million for the Prior Period, including the provision and write-off of inventory of approximately RMB15.2 million, as compared to the provision and write-off of approximately RMB15.5 million for the Prior Period. Excluding such items, the cost of sales for the Period decreased by approximately 6.0% as compared to the Prior Period. The costs of raw materials for the Period slightly decreased by approximately 2.8% to approximately RMB106.3 million as compared with that of the Prior Period. In addition, the charges for energy slightly increased by approximately 0.7% to approximately RMB55.4 million. The direct labor costs slightly decreased by approximately 0.5% to approximately RMB43.3 million.

Gross profit

Gross profit margin maintained at 26.5%, while the gross profit decreased by approximately 6.0% to approximately RMB96.3 million for the Period from approximately RMB102.5 million for the Prior Period.

09

Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

Other income and gains

Other income and gains increased by approximately 70.5% to approximately RMB37.4 million for the Period from approximately RMB21.9 million for the Prior Period. In addition to the increase in bank interest income, the Group received government subsidies of approximately RMB16.3 million during the Period, representing an increase of approximately RMB13.7 million over the Prior Period, the reason of which was that, during the period of the COVID-19 epidemic, the Group received employment stabilization subsidies for continuing the production during Chinese New Year and obtained unemployment insurance emergency rebates to stabilize employment. The subsidies and rebates were received from the PRC government.

Selling and distribution expenses

Selling and distribution expenses as a percentage of revenue decreased to approximately 3.3% for the Period from approximately 3.7% for the Prior Period. Selling and distribution expenses decreased by approximately 15.1% to approximately RMB12.1 million for the Period from approximately RMB14.2 million for the Prior Period.

Administrative expenses

Administrative expenses increased by approximately 13.6% to approximately RMB85.7 million for the Period from approximately RMB75.5 million for the Prior Period. The Group made charitable donations of approximately RMB8.2 million during the Period, representing an increase of approximately RMB8.0 million from the Prior Period, mainly to support the fight against the COVID-19 epidemic.

For the technologies acquired by the Group through the acquisition of Guangdong Victory, the intangible assets are amortized over five years (these intangible assets will be fully amortized in the third quarter of this year). The related amortization expense was approximately RMB25.4 million for the Period and for the Prior Period. After deducting the non-controlling interests and deferred tax of Guangdong Victory, the effect of the related amortization expense on the net profit of the Group was approximately RMB15.2 million. The item above that exerted a relatively material impact on the net profit for the Period and for the Prior Period was non-cash items and hence the cash flow of the Group was not affected.

Finance costs

Finance costs increased by approximately 238.1% to approximately RMB1.3 million for the Period from approximately RMB383,000 for the Prior Period, mainly attributable to the increase in bank borrowings.

Shenguan Holdings (Group) Limited

10

Share of loss of an associate

The share of loss of an associate for the Period amounted to approximately RMB2.1 million, which was mainly due to the share of loss of Ferguson Wuhan during the Period. The production of Ferguson Wuhan was suspended for some time during the Period due to COVID-19 epidemic.

Income tax expenses

Income tax expenses were approximately RMB9.7 million for the Period, as compared to approximately RMB5.6 million for the Prior Period. The Company's major operating subsidiary, Wuzhou Shenguan enjoyed a preferential tax treatment due to its location in western China and fall into the industry category encouraged by government policies. The applicable tax rate for Wuzhou Shenguan is 15%.

The effective tax rates applied to the Group were approximately 17.1% and approximately 29.8% of profit before tax, respectively for the Prior Period and for the Period. The higher effective tax rates for the Period was mainly due to the provision of dividend withholding tax.

Loss attributable to non-controlling interests

The loss attributable to non-controlling interests for the Period was approximately RMB4.3 million, which mainly represented the amortization expense of technology intangible assets attributable to the non-controlling interests in Guangdong Victory.

Profit attributable to owners of the Company

As stipulated in the aforesaid reasons, profit attributable to owners of the Company decreased by approximately 13.5% to approximately RMB27.1 million for the Period from approximately RMB31.4 million for the Prior Period.

LIQUIDITY AND CAPITAL RESOURCES

Cash and bank borrowings

The Group generally finances its business operations and capital expenditure with internally generated cash flows as well as the bank borrowings provided by its principal banks.

As at 30 June 2020, the cash and cash equivalents together with pledged and time deposits amounted to approximately RMB1,003.4 million and amounted to RMB897.4 million after deducting part of the 2019 dividends by bank transfer that was completed in early July 2020, representing a decrease of approximately RMB16.7 million from the end of 2019. Among these balances, approximately 93.7% was denominated in Renminbi, and the remaining 6.3% was denominated in Hong Kong dollars, Singapore dollars and U.S. dollars.

11

Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

As at 30 June 2020, the total bank borrowings of the Group amounted to approximately RMB155.6 million, increased by approximately RMB66.0 million (as at 31 December 2019: approximately RMB89.6 million), and all bank borrowings were wholly repayable within one year. Total bank borrowings denominated in RMB was approximately RMB65.0 million, and total bank borrowings denominated in U.S. dollars was approximately US$12.8 million (equivalent to approximately RMB90.6 million).

The Group was in a net cash position (cash and cash equivalents together with the pledged and time deposits less total bank borrowings) of approximately RMB847.8 million as at 30 June 2020, and amounted to RMB741.8 million after deducting the dividends by bank transfer that was completed in early July 2020, representing a decrease of approximately RMB82.7 million as compared to that as at the end of 2019. The debt-to-equity ratio was 5.9% as at 30 June 2020 (as at 31 December 2019: 3.2%). The debt-to-equity ratio was calculated by dividing total bank borrowings by total equity.

Cash flows

During the Period, the net cash inflow of approximately RMB109.3 million was generated from operating activities, while investing activities and financing activities utilized approximately RMB158.9 million and RMB8.8 million, respectively. The net cash outflow from investing activities was mainly attributable to the cash outflow from increase in non-pledged time deposits with original maturity of over three months and the increase in pledged deposits. The net cash outflow from financing activities was mainly attributable to the combined effects of the repayment of bank borrowings and the new bank borrowings and the payment of 2019 final dividends.

Exposure to exchange risks

The Group mainly operates in the PRC with most of its transactions settled in Renminbi. The assets and liabilities, and transactions arising from the operations are mainly denominated in Renminbi. Although the Group may be exposed to foreign currency exchange risks, the Board believes that the future currency fluctuations will not have any material impact on the Group's operations. The Group had not adopted any formal hedging policies.

Capital expenditure

The capital expenditure of the Group during the Period amounted to approximately RMB25.7 million, which was mainly used for the acquisition of property, plant and equipment, and the capital commitments as at 30 June 2020 amounted to approximately RMB119.0 million, which were mainly related to the improvement and upgrades of production facilities.

Shenguan Holdings (Group) Limited

12

The estimated capital expenditure of the Group for 2020 amounted to approximately RMB80.0 million, which will be used for the upgrade and intellectualization of production facilities for sausage casing business, as well as the expansion of production facilities of the new businesses in progress, and the renovation and addition of equipment for the research and development center in Singapore.

Pledge of assets

As at 30 June 2020, pledged bank deposits amounted to approximately RMB135.0 million in total.

Contingent liabilities

As at 30 June 2020 and up to the date of this report, the Group was not aware of any material contingent liabilities.

SIGNIFICANT INVESTMENTS, MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES, ASSOCIATED COMPANIES AND JOINT VENTURES

The Group had no significant investments, material acquisitions or disposals of subsidiaries, associated companies and joint ventures during the Period.

EVENTS AFTER THE PERIOD

There were no important events affecting the Group that have occurred since 30 June 2020.

HUMAN RESOURCES

As at 30 June 2020, the Group hired a total of approximately 2,600 contract employees (as at 30 June 2019: 2,500). During the Period, the total remuneration and employees' benefit expenses charged to profit or loss were approximately RMB73.7 million (first half of 2019: approximately RMB81.2 million). In order to attract and retain high quality talents to ensure smooth business operation and to cope with the need of the Group's continuing expansion, the Group offers competitive remuneration packages with reference to the market conditions as well as individual qualifications and experience.

13

Interim Report 2020

MANAGEMENT DISCUSSION AND ANALYSIS

PROSPECTS AND STRATEGIES

China's economy has experienced a decline in the first half of 2020 due to the impact of the COVID-19 epidemic. Thanks to the effective prevention and control measures taken nationwide, the epidemic in China has been further brought under control with work and production in different industries resumed, and China's economy has recovered significantly in the second quarter. The hidden worries of the COVID-19 epidemic have not completely dissipated, the Sino-US economic and trade relations have shown signs of deterioration during the Period and China's economy is still facing tremendous challenges. Looking forward to the second half of 2020, the domestic economic situation will continue to remain acute. However, with the PRC government emphasizing on the keynotes of "Six Stabilities" and "Six Guarantees", together with the introduction of a number of policies to stimulate the domestic economy, the domestic economy is not expected to encounter significant fluctuations.

The back and forth COVID-19 epidemic situation overseas has greatly affected the global meat product industry and blocked the import of meat products, but this presents an opportunity for domestic meat products enterprises. Facing such complicated economic environment, opportunities and challenges coexist for the Group's production and operation, thus creating and seizing opportunities is the key for the Group in the second half of the year. 2020 is going to be the final year for the Group to implement the "Thirteenth Five-Year Plan". However, the Group exposed to threats from external factors such as global oversupply of collagen sausage casings, increasingly fierce market competition, negative growth in the meat industry, customer products transformation and upgrading, and higher requirements for product applicability. However, as nutritional high-end sausages are gradually available for household and group consumption, while the price of natural sausage casings is high, the demand for high-end collagen sausage casings to replace pig sausage casings will further increase, in which it will bring opportunities to the Group to a certain extent.

In 2020, the production and operation of the Group will mainly focus on "stabilizing quality, stabilizing market, prudent investment" to speed up the implementation of product diversification strategies, increase efforts to develop new products and expand new markets while stabilizing its existing principal businesses and improving product quality. In the second half of 2020, the Group will accelerate the implementation of product diversification strategies and put efforts in the research and development of new collagen-based food products, healthcare products, cosmetics and medical materials. The Group will utilize automation and intellectualization as the means to achieve product diversification and extend its reach to the great health industry as well as the strategic emerging industries, so as to build itself into a world-class supplier of collagen raw materials.

Shenguan Holdings (Group) Limited

14

In terms of the sausage casing industry, there will be three focuses, namely, enhance product quality, improve the support of various production lines and comprehensively promote the technological transformation of mechanized, automated and intelligent production. While intensifying the development of new products and expanding the market, and further improving the ancillary facilities of production lines to fully utilize production capacity, the Group will carry out intelligent technological transformation to reduce production costs, and will also transform the environmental protection facilities to enhance its environmental protection processing capabilities, thereby strengthening food safety and production safety to strictly prevent illegal operations and achieve the goal of reducing safety risks.

For collagen food products, the Group plans to expand its production capacity of collagen rice noodles, collagen drinks and bovine collagen ingredients. While accelerating the preliminary works of constructing rice noodle production workshops and equipment selection, the Group will also put more efforts in advertising and sales planning, and fully promote online e-commerce, micro commerce and offline agency sales, so as to realize more significant growth in sales revenue. For collagen skincare products, the Group will strengthen the construction of "Luxianna" product chain and the development of "COLL-FULL" new products, and accelerate the construction of the base in Singapore and put it into operation, so as to complement the facilitation of the sales planning of the product series such as collagen extracts and collagen superior under the "collagen product family".

The Group will further intensify the research on medical collagen, and strive to obtain the production permits for a number of collagen medical device products during 2020, and also strive to obtain the certification of ISO13485 and ISO22442 from the European Union in 2020 for the medical collagen products in Wuzhou. In addition, the Group will also expand the sales channels of medical collagen raw materials and medical device products, so as to generate economic benefits for the Group as soon as possible.

Finally, the Shenguan team will continue to endeavour and propel the continuous business growth and further broaden the application of collagen technology to generate better returns for the shareholders.

15

Interim Report 2020

OTHER INFORMATION

SHARE OPTION SCHEME

In order to attract and retain the eligible persons, provide additional incentive to them and promote the success of the business of the Group, the Company adopted a share option scheme (the "Scheme") on 29 May 2020 (the "Adoption Date") whereby the Board are authorised, at their absolute discretion and subject to the terms of the Scheme, to grant options to subscribe the share(s) of the Company (the "Share(s)") to, inter alia, any employees (full-time or part-time), directors, consultants and advisors of the Group or any substantial shareholder, distributors, contractors, suppliers, agents, customers, business partners or service providers of the Group. The Scheme shall be valid and effective for a period of ten years commencing on 29 May 2020, subject to the early termination provisions contained in the Scheme.

An offer for the grant of options must be accepted within seven days inclusive of the day on which such offer was made. The amount payable by the grantee of an option to the Company on acceptance of the offer for the grant of an option is HK$1.00. The subscription price of a Share in respect of any particular option granted under the Scheme shall be a price solely determined by the Board and notified to a participant and shall be at least the highest of: (i) the closing price of the Shares as stated in the Stock Exchange's daily quotations sheet on the date of grant of the option; (ii) the average of the closing prices of the Shares as stated in the Stock Exchange's daily quotations sheets for the five trading days immediately preceding the date of grant of the option; and (iii) the nominal value of a Share on the date of grant of the option.

The Company shall be entitled to issue options, provided that the total number of Shares which may be issued upon exercise of all options to be granted under the Scheme does not exceed 10% of the Shares in issue on the Adoption Date. The Company may at any time refresh such limit, subject to the shareholders' approval and issue of a circular in compliance with the Listing Rules, provided that the total number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under all the share option schemes of the Company does not exceed 30% of the Shares in issue at any time.

The total number of securities available for issue under the Scheme as at the date of this report was 323,048,000 Shares, which represented 10% of the total number of issued Shares as at the Adoption Date. The total number of Shares issued and to be issued upon exercise of options granted to any grantee (including both exercised and outstanding options) under the Scheme, in any 12-month period up to the date of grant shall not exceed 1% of the Shares in issue.

Shenguan Holdings (Group) Limited

16

An option may be exercised in accordance with the terms of the Scheme at any time during a period as the Board may determine, which shall not exceed ten years from the date of grant subject to the provisions of early termination thereof.

At no time during the Period were rights to acquire benefits by means of the acquisition of shares in or debentures of the Company granted to any of the Directors or their respective spouses or minor children, or were any such rights exercised by them; nor was the Company, its holding company, or any of its subsidiaries or fellow subsidiaries a party to any arrangement to enable the Directors to acquire such rights in any other body corporate.

These is no share option outstanding, granted, exercised, cancelled or lapsed since the adoption of the Scheme.

PAYMENT OF INTERIM DIVIDENDS

In view of the capital expenditure to be incurred by the Group and market expansion in the foreseeable future, no interim dividend was proposed by the Board in respect of the Period (Prior Period: Nil).

PURCHASE, REDEMPTION OR SALE OF LISTED SECURITIES OF THE COMPANY

Neither the Company, nor any of its subsidiaries purchased, redeemed or sold any of the Company's listed securities during the Period.

UPDATE ON DIRECTOR AND SENIOR MANAGEMENT INFORMATION

Changes in the information of Directors and senior management of the Company since the disclosure made in the 2019 annual report of the Company, that are required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules, are set out below:

Mr. Ng Yuk Yeung (being the company secretary of the Company) has resigned as an independent non-executive director of BGMC International Limited, a listed company in Hong Kong (stock code: 1693), on 3 July 2020.

17

Interim Report 2020

OTHER INFORMATION

INTERESTS AND SHORT POSITIONS OF THE DIRECTORS AND CHIEF EXECUTIVES IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONS

As at 30 June 2020, interests and short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO")) held by the Directors and chief executives of the Company which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which are taken or deemed to have under such provisions of the SFO), or which have been entered in the register maintained by the Company pursuant to section 352 of the SFO, or which have been notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 to the Listing Rules are as follows:

1. Interests and Short Positions in the Shares of the Company

Approximate

percentage of

issued share

Capacity/Nature

Number

capital of

Name of Directors

of interests

of Shares

the Company

Ms. Zhou Yaxian

Interest of controlled

2,252,628,000

(L)

69.73%

("Ms. Zhou")

corporation (Note 2)

Beneficial owner

3,144,000

(L)

0.10%

Dato' Sri Low Jee Keong

Interest of controlled

78,936,000

(L)

2.44%

("Dato' Sri Low")

corporation (Note 3)

Mr. Shi Guicheng

Beneficial owner

800,000

(L)

0.02%

Mr. Ru Xiquan

Beneficial owner

800,000

(L)

0.02%

Mr. Mo Yunxi

Beneficial owner

800,000

(L)

0.02%

Shenguan Holdings (Group) Limited

18

2. Long Positions in the Ordinary Shares of Associated Corporations

Approximate

percentage

Name of

of interest in

Name of

the associated

Capacity/Nature

Number of

the associated

Directors

corporation

of interests

Shares held

corporation

Ms. Zhou

Rich Top Future Limited

Interest of controlled

65,454

65.45%

("Rich Top Future")

corporation (Note 2)

Dato' Sri

Rich Top Future

Interest of controlled

20,835

20.84%

Low

corporation (Note 3)

Notes:

  1. The letters "L" denote a long position in the Shares or underlying Shares.
  2. Ms. Zhou holds 100% interest in Shenguan Biology Science & Technology Investment Company Limited ("Hong Kong Shenguan") which holds 100% interest in Glories Site Limited ("Glories Site"), which holds approximately 65.45% interest in Rich Top Future. Hong Kong Shenguan also holds 100% interest in Xian Sheng Limited ("Xian Sheng"). Therefore, Ms. Zhou is deemed or taken to be, interested in all the Shares which are beneficially owned by Hong Kong Shenguan, Rich Top Future and Xian Sheng for the purpose of the SFO. Ms. Zhou is a director of each of Hong Kong Shenguan, Glories Site, Xian Sheng and Rich Top Future.
  3. Dato' Sri Low holds 100% interest in Wealthy Safe Management Limited ("Wealthy Safe"), which holds 78,936,000 Shares. Therefore, Dato' Sri Low is deemed or taken to be, interested in all the Shares owned by Wealthy Safe for the purpose of the SFO. Dato' Sri Low holds 100% interest in Brighten Lane Limited, which holds approximately 20.84% interest in Rich Top Future.

Save as disclosed above, as at 30 June 2020, none of the Directors or chief executives of the Company had any interests or short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were notified to the Company and the Stock Exchange pursuant to the Model Code.

19

Interim Report 2020

OTHER INFORMATION

INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS IN SHARES AND UNDERLYING SHARES OF THE COMPANY

As at 30 June 2020, as far as is known to the Directors, the following persons (not being the Directors or chief executives of the Company) had interests or short positions in the Shares or underlying Shares which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO:

Interests and Short Positions in the Shares and Underlying Shares

Approximate

percentage of

issued share

Number

capital of

Name of Shareholders

Capacity/Nature

of Shares

the Company

Rich Top Future

Beneficial owner

1,936,434,000

(L)

59.94%

Xian Sheng

Beneficial owner

248,724,000

(L)

7.70%

Glories Site

Interest of controlled

1,936,434,000

(L)

59.94%

corporation (Note 2)

Hong Kong Shenguan

Interest of controlled

2,185,158,000

(L)

67.64%

corporation (Note 3)

Beneficial owner

67,470,000

(L)

2.09%

Mr. Sha Shuming ("Mr. Sha")

Interest of spouse (Note 4)

2,255,772,000

(L)

69.83%

Notes:

  1. The letters "L" denote a long position in the Shares.
  2. Glories Site holds approximately 65.45% interest in Rich Top Future. Therefore, Glories Site is deemed or taken to be, interested in all the Shares which are beneficially owned by Rich Top Future for the purpose of the SFO.
  3. Hong Kong Shenguan holds 100% interest in Glories Site, which holds approximately 65.45% interest in Rich Top Future. Hong Kong Shenguan also holds 100% interest in Xian Sheng. Therefore, Hong Kong Shenguan is deemed or taken to be, interested in all the Shares which are beneficially owned by Rich Top Future and Xian Sheng for the purpose of the SFO.

Shenguan Holdings (Group) Limited

20

4. Ms. Zhou holds 100% interest in Hong Kong Shenguan which holds 100% interest in Glories Site, which holds approximately 65.45% interest in Rich Top Future. Hong Kong Shenguan also holds 100% interest in Xian Sheng. Therefore, Ms. Zhou is deemed or taken to be, interested in all the Shares which are beneficially owned by Hong Kong Shenguan, Rich Top Future and Xian Sheng for the purpose of the SFO. Ms. Zhou beneficially owns 3,144,000 Shares. Mr. Sha is the spouse of Ms. Zhou and therefore, Mr. Sha is deemed or taken to be, interested in all the Shares in which Ms. Zhou is interested for the purpose of the SFO.

Save as disclosed above, as at 30 June 2020, the Directors were not aware of any persons (other than the Directors or chief executives of the Company) who had an interest or short position in the Shares or underlying Shares which would fall to be disclosed under Divisions 2 and 3 of Part XV of the SFO, or which would be required, pursuant to section 336 of the SFO, to be entered in the register referred to therein.

CORPORATE GOVERNANCE CODE

Save as disclosed below, the Company had complied with all the code provisions as set out in the Corporate Governance Code (the "Code") contained in Appendix 14 to the Listing Rules during the Period.

Under code provision A.2.1 of the Code, the roles of chairman and the chief executive should be separate and should not be performed by the same individual.

Ms. Zhou Yaxian, who acts as the chairman (the "Chairman") and the president of the Company, is also responsible for overseeing the general operations of the Group. The Board will meet regularly to consider major matters affecting the operations of the Group. The Board considers that this structure will not impair the balance of power and authority between the Board and the management of the Company. The roles of the respective executive Directors and senior management, who are in charge of different functions complement the role of the chairman and chief executive. The Board believes that this structure is conducive to strong and consistent leadership which enables the Group to operate efficiently.

The Company understands the importance to comply with code provision A.2.1 of the Code and will continue to consider the feasibility of appointing a separate chief executive. The Company will make timely announcement if the chief executive has been appointed.

21

Interim Report 2020

OTHER INFORMATION

The Chairman takes the lead to ensure that the Board acts in the best interests of the Company, that there is effective communication with the shareholders and that their views are communicated to the Board as a whole. The Chairman meets at least annually with the non-executive Directors without the executive Directors being present.

MODEL CODE TO THE LISTING RULES

The Company has adopted the Model Code as set out in Appendix 10 to the Listing Rules as its own code of conduct regarding Directors' securities transactions. The Company has also adopted the Model Code for the members of senior management of the Group.

The Company has made specific enquiry with all the Directors and all the Directors have confirmed that they had complied with the Model Code during the Period. Moreover, no incident of non-compliance of the Model Code by the senior management was noted by the Company.

Shenguan Holdings (Group) Limited

22

AUDIT COMMITTEE

The audit committee of the Board comprises of three independent non-executive Directors, namely Mr. Tsui Yung Kwok, Mr. Meng Qinguo and Mr. Yang Xiaohu. Mr. Tsui Yung Kwok, who possesses professional accounting qualification and relevant accounting experience, is the chairman of the audit committee.

The audit committee has reviewed the unaudited condensed consolidated interim results of the Group for the Period and considered that the interim results had complied with all applicable accounting standards and the Listing Rules. The audit committee has also reviewed this report.

The unaudited condensed consolidated interim results of the Group for the Period have been reviewed by the Company's auditor, Ernst & Young.

By order of the Board

Shenguan Holdings (Group) Limited

Zhou Yaxian

Chairman

Hong Kong, 28 August 2020

23

Interim Report 2020

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the board of directors of Shenguan Holdings (Group) Limited

(Incorporated in the Cayman Islands with limited liability)

INTRODUCTION

We have reviewed the interim financial information set out on pages 26 to 50, which comprises the condensed consolidated statement of financial position of Shenguan Holdings (Group) Limited (the "Company") and its subsidiaries as at 30 June 2020 and the related condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the six-month period then ended and explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34 Interim Financial Reporting ("HKAS 34") issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA").

The directors of the Company are responsible for the preparation and presentation of this interim financial information in accordance with HKAS 34. Our responsibility is to express a conclusion on this interim financial information based on our review. Our report is made solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

SCOPE OF REVIEW

We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the HKICPA. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Shenguan Holdings (Group) Limited

24

To the board of directors of Shenguan Holdings (Group) Limited (Continued)

(Incorporated in the Cayman Islands with limited liability)

CONCLUSION

Based on our review, nothing has come to our attention that causes us to believe that the interim financial information is not prepared, in all material respects, in accordance with HKAS 34.

Ernst & Young

Certified Public Accountants

22/F, CITIC Tower

1 Tim Mei Avenue

Central, Hong Kong

28 August 2020

25

Interim Report 2020

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the six months ended 30 June 2020

Six months ended 30 June

2020

2019

(Unaudited)

(Unaudited)

Notes

RMB'000

RMB'000

REVENUE

4

364,087

386,764

Cost of sales

(267,755)

(284,310)

Gross profit

96,332

102,454

Other income and gains, net

5

37,364

21,920

Selling and distribution expenses

(12,074)

(14,223)

Administrative expenses

(85,721)

(75,466)

Finance costs

6

(1,295)

(383)

Share of loss of an associate

(2,100)

(1,854)

PROFIT BEFORE TAX

7

32,506

32,448

Income tax expense

8

(9,681)

(5,563)

PROFIT FOR THE PERIOD

22,825

26,885

OTHER COMPREHENSIVE INCOME

Other comprehensive income that may be

reclassified to profit or loss in subsequent

periods:

Exchange differences on translation of

foreign operations

(4,503)

2,212

NET OTHER COMPREHENSIVE INCOME

THAT MAY BE RECLASSIFIED

TO PROFIT OR LOSS IN

SUBSEQUENT PERIODS AND OTHER

COMPREHENSIVE INCOME FOR THE

PERIOD, NET OF TAX

(4,503)

2,212

TOTAL COMPREHENSIVE INCOME FOR

THE PERIOD

18,322

29,097

Shenguan Holdings (Group) Limited

26

Six months ended 30 June

2020

2019

(Unaudited)

(Unaudited)

Note

RMB'000

RMB'000

Profit attributable to:

Owners of the Company

27,147

31,394

Non-controlling interests

(4,322)

(4,509)

22,825

26,885

Total comprehensive income attributable to:

Owners of the Company

22,644

33,606

Non-controlling interests

(4,322)

(4,509)

18,322

29,097

EARNINGS PER SHARE ATTRIBUTABLE

TO OWNERS OF THE COMPANY

10

Basic and diluted (RMB cents per share)

0.84

0.97

27

Interim Report 2020

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

30 June 2020

30 June

31 December

2020

2019

(Unaudited)

(Audited)

Notes

RMB'000

RMB'000

NON-CURRENT ASSETS

1,102,001

Property, plant and equipment

11

1,125,619

Investment properties

7,901

7,901

Right-of-use assets

12

116,448

116,090

Other intangible assets

10,473

36,104

Investment in an associate

26,866

28,965

Deferred tax assets

18,571

19,660

Long term prepayments and other

13,790

receivables

8,410

Pledged deposits

18

80,000

50,000

Time deposits

130,000

220,000

Total non-current assets

1,506,050

1,612,749

CURRENT ASSETS

540,837

Inventories

472,411

Trade and bills receivables

13

167,173

275,071

Prepayments, other receivables and

81,776

other assets

69,069

Financial asset at fair value through

-

profit or assets

10,139

Pledged deposits

18

55,000

45,000

Cash and cash equivalents

738,361

599,063

Total current assets

1,583,147

1,470,753

CURRENT LIABILITIES

69,717

Trade and bills payables

14

78,553

Other payables and accruals

70,478

76,446

Dividend payable

105,973

-

Interest-bearing bank borrowings

155,613

89,578

Lease liabilities

1,411

1,010

Tax payable

18,491

7,192

Total current liabilities

421,683

252,779

NET CURRENT ASSETS

1,161,464

1,217,974

TOTAL ASSETS LESS CURRENT

LIABILITIES

2,667,514

2,830,723

Shenguan Holdings (Group) Limited

28

30 June

31 December

2020

2019

(Unaudited)

(Audited)

Note

RMB'000

RMB'000

NON-CURRENT LIABILITIES

1,915

Lease liabilities

392

Deferred income

29,786

31,574

Deferred tax liabilities

18,148

22,330

Total non-current liabilities

49,849

54,296

Net assets

2,617,665

2,776,427

EQUITY

Equity attributable to owners

of the Company

27,807

Issued capital

15

27,807

Reserves

2,590,195

2,744,635

2,618,002

2,772,442

Non-controlling interests

(337)

3,985

Total equity

2,617,665

2,776,427

29

Interim Report 2020

Limited (Group) Holdings Shenguan

30

Attributable to owners of the Company

Non-

Share

Exchange

Issued

premium

Treasury

Contributed

Reserve

Capital

fluctuation

Other

Retained

controlling

Total

capital

account

shares

surplus

funds

reserve

reserve

reserves

profits

Total

interests

equity

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Note

RMB'000

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 2019

27,842

202,204

(408)

59

373,151

23,502

(106,224)

(264,343)

2,545,797

2,801,580

12,686

2,814,266

Profit for the period

-

-

-

-

-

-

-

-

31,394

31,394

(4,509)

26,885

Other comprehensive income for the period:

Exchange differences on translation of

foreign operations

-

-

-

-

-

-

2,212

-

-

2,212

-

2,212

Total comprehensive income for the period

-

-

-

-

-

-

2,212

-

31,394

33,606

(4,509)

29,097

Shares repurchase

-

-

(1,196)

-

-

-

-

-

-

(1,196)

-

(1,196)

Cancellation of shares repurchased

(35)

(1,569)

1,604

-

-

-

-

-

-

-

-

-

Final 2018 dividend and special dividend

9

-

(102,554)

-

-

-

-

-

-

-

(102,554)

-

(102,554)

At 30 June 2019

27,807

98,081

-

59

373,151

23,502

(104,012)

(264,343)

2,577,191

2,731,436

8,177

2,739,613

EQUITY IN CHANGES OF STATEMENT CONSOLIDATED CONDENSED

2020 June 30 ended months six the For

31

Attributable to owners of the Company

Non-

Share

Exchange

Issued

premium

Treasury

Contributed

Reserve

Capital

fluctuation

Other

Retained

controlling

Total

capital

account

shares

surplus

funds

reserve

reserve

reserves

profits

Total

interests

equity

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Note

RMB'000

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 2020

27,807

98,081*

-*

59*

373,151*

23,502*

(107,056)*

(264,343)*

2,621,241*

2,772,442

3,985

2,776,427

Profit for the period

-

-

-

-

-

-

-

-

27,147

27,147

(4,322)

22,825

Other comprehensive income for the period:

Exchange differences on translation of

foreign operations

-

-

-

-

-

-

(4,503)

-

-

(4,503)

-

(4,503)

Total comprehensive income for the period

-

-

-

-

-

-

(4,503)

-

27,147

22,644

(4,322)

18,322

Final 2019 dividend and special dividend

9

-

-

-

-

-

-

-

-

(177,084)

(177,084)

-

(177,084)

At 30 June 2020

27,807

98,081*

-*

59*

373,151*

23,502*

(111,559)*

(264,343)*

2,471,304*

2,618,002

(337)

2,617,665

  • These reserve accounts comprise the consolidated reserves of RMB2,590,195,000 (31 December 2019: RMB2,744,635,000) in the condensed consolidated statement of financial position.

2020 Report Interim

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 30 June 2020

Six months ended 30 June

2020

2019

(Unaudited)

(Unaudited)

RMB'000

RMB'000

CASH FLOWS FROM OPERATING ACTIVITIES

Cash generated from operations

98,837

109,611

Interest received

11,943

9,266

PRC corporate income tax paid

(1,475)

(14,213)

Net cash flows from operating activities

109,305

104,664

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of items of property, plant and

equipment

(23,939)

(11,774)

Proceeds from disposal of right-of-use assets

-

11,183

Net changes to financial assets at fair value

through profit or loss

12,125

1,268

Increase in pledged deposits

(40,000)

(10,000)

(Increase)/decrease in non-pledged time deposits

with original maturity of more than three months

when acquired

(107,080)

153,883

Net cash flows (used in)/from in investing activities

(158,894)

144,560

CASH FLOWS FROM FINANCING ACTIVITIES

New bank borrowings

154,878

86,458

Repayment of bank and other borrowings

(90,603)

(82,105)

Dividends paid

(71,111)

(102,554)

Principal portion of lease payments

(626)

(229)

Shares repurchase

-

(1,195)

Other cash flows used in financing activities

(1,295)

(383)

Net cash flows used in financing activities

(8,757)

(100,008)

Shenguan Holdings (Group) Limited

32

Six months ended 30 June

2020 2019 (Unaudited) (Unaudited)

RMB'000 RMB'000

NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents at beginning of period Effect of foreign exchange rate changes, net

CASH AND CASH EQUIVALENTS AT END OF PERIOD

ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS

Cash and bank balances

Non-pledged time deposits with original maturity of less than three months when acquired

Cash and cash equivalents as stated in the condensed consolidated statement of cash flows

Non-pledged time deposits with original maturity of over three months when acquired

Less: Non-pledged time deposits with original

      maturity of over one year when acquired

Cash and cash equivalents as stated in the condensed consolidated statement of financial position

(58,346) 149,216

373,063 232,001

564 141

315,281 381,358

240,041 154,358

75,240 227,000

315,281 381,358

553,080 249,000

(130,000) (130,000)

738,361 500,358

33

Interim Report 2020

NOTES TO CONDENSED INTERIM FINANCIAL INFORMATION

30 June 2020

1. CORPORATE INFORMATION

Shenguan Holdings (Group) Limited (the "Company") was incorporated in the Cayman Islands as an exempted company with limited liability under the Companies Law, Cap 22 of the Cayman Islands.

The Company and its subsidiaries (collectively referred to as the "Group") are principally engaged in the manufacture and sale of edible collagen sausage casing products, pharmaceutical products, food products, skin care and health care products and bioactive collagen products.

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES

The unaudited condensed interim financial information of the Group has been prepared in accordance with Hong Kong Accounting Standard ("HKAS") 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA") and the applicable disclosure requirements of Appendix 16 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

The unaudited condensed interim financial information does not include all the information and disclosures required in the annual consolidated financial statements, and should be read in conjunction with the Group's annual consolidated financial statements for the year ended 31 December 2019.

The accounting policies adopted in the preparation of the unaudited condensed interim financial information are consistent with those applied in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2019 which have been prepared in accordance with Hong Kong Financial Reporting Standards ("HKFRSs") (which include all Hong Kong Financial Reporting Standards, HKASs and Interpretations) issued by the HKICPA, except for the adoption of the following revised HKFRSs for the first time for the current period's financial information.

Amendments to HKFRS 3

Definition of a Business

Amendments to HKAS 39,

Interest Rate Benchmark Reform

HKFRS 7 and HKFRS 9

Amendment to HKFRS 16

Covid-19-Related Rent Concessions (early

adopted)

Amendments to HKAS 1 and

Definition of Material

HKAS 8

Shenguan Holdings (Group) Limited

34

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES

(Continued)

The nature and impact of the revised HKFRSs are described below:

  1. Amendments to HKFRS 3 clarify and provide additional guidance on the definition of a business. The amendments clarify that for an integrated set of activities and assets to be considered a business, it must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. A business can exist without including all of the inputs and processes needed to create outputs. The amendments remove the assessment of whether market participants are capable of acquiring the business and continue to produce outputs. Instead, the focus is on whether acquired inputs and acquired substantive processes together significantly contribute to the ability to create outputs. The amendments have also narrowed the definition of outputs to focus on goods or services provided to customers, investment income or other income from ordinary activities. Furthermore, the amendments provide guidance to assess whether an acquired process is substantive and introduce an optional fair value concentration test to permit a simplified assessment of whether an acquired set of activities and assets is not a business. The Group does not has significant change on its ordinary activities or has any transaction upon adoption of the amendments on 1 January 2020 and accordingly, the amendments did not have any impact on the Group's unaudited condensed interim financial information.
  2. Amendments to HKAS 39, HKFRS 7 and HKFRS 9 address the effects of interbank offered rate reform on financial reporting. The amendments provide temporary reliefs which enable hedge accounting to continue during the period of uncertainty before the replacement of an existing interest rate benchmark. In addition, the amendments require companies to provide additional information to investors about their hedging relationships which are directly affected by these uncertainties. The amendments did not have any impact on the financial position and performance of the Group as the Group does not have any interest rate hedge relationships.

35

Interim Report 2020

NOTES TO CONDENSED INTERIM FINANCIAL INFORMATION

30 June 2020

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES

(Continued)

  1. Amendment to HKFRS 16 provides a practical expedient for lessees to elect not to apply lease modification accounting for rent concessions arising as a direct consequence of the covid-19 pandemic. The practical expedient applies only to rent concessions occurring as a direct consequence of the covid-19 pandemic and only if (i) the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change; (ii) any reduction in lease payments affects only payments originally due on or before 30 June 2021; and (iii) there is no substantive change to other terms and conditions of the lease. The amendment is effective retrospectively for annual periods beginning on or after 1 June 2020 with earlier application permitted. The Group does not has any rent concessions granted by lessor as a result of the covid-19 pandemic during the period ended 30 June 2020 and accordingly, the amendments did not have any impact on the Group's unaudited condensed interim financial information.
  2. Amendments to HKAS 1 and HKAS 8 provide a new definition of material. The new definition states that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The amendments clarify that materiality will depend on the nature or magnitude of information. The amendments did not have any impact on the Group's unaudited condensed interim financial information.

Shenguan Holdings (Group) Limited

36

3. OPERATING SEGMENT INFORMATION

The Group is engaged in the principal business of manufacture and sale of edible collagen sausage casing products. The Group also involves in the manufacture and sale of pharmaceutical products, food products, skin care and health care products and bioactive collagen products.

Since over 90% of the Group's revenue is generated by its edible collagen sausage casing products, no operating segments have been aggregated to form the above reportable operating segment.

Geographical information is not presented since over 90% of the Group's revenue is derived from external customers based in the PRC and over 90% of the Group's non-current assets are located in the PRC. Accordingly, in the opinion of directors of the Company, the presentation of geographical information would provide no additional useful information to the users of this unaudited condensed interim financial information.

Revenue from major customers of the Group, excluding value added tax, which individually accounted for 10% or more of the Group's revenue for the year is set out below:

Six months ended 30 June

2020

2019

(Unaudited)

(Unaudited)

RMB'000

RMB'000

Customer 1

57,275

51,941

Customer 2

45,612

69,167

Customer 3

43,198

47,459

37

Interim Report 2020

NOTES TO CONDENSED INTERIM FINANCIAL INFORMATION

30 June 2020

4. REVENUE

Set out below is the disaggregation of the Group's revenue:

Six months ended 30 June

2020

2019

(Unaudited)

(Unaudited)

RMB'000

RMB'000

Revenue from contracts with customers

Goods transferred at point in time

363,993

386,699

Service transferred over time

94

65

364,087

386,764

Shenguan Holdings (Group) Limited

38

5. OTHER INCOME AND GAINS, NET

An analysis of other income and gains, net is as follows:

Six months ended 30 June

2020

2019

(Unaudited)

(Unaudited)

RMB'000

RMB'000

Bank interest income

15,682

12,194

Other interest income

192

-

Foreign exchange gain, net

1,441

392

Net changes to financial assets at fair value

through profit or loss

1,986

1,268

Gain on disposal of right-of-use assets

-

3,841

Government grants*

16,280

2,622

Sales of dried meat products

419

312

Others

1,364

1,291

37,364

21,920

  • Various government grants have been received in respect of improvements made to plant, machinery and equipment and stabilisation of employment in Mainland China (2019: various government grants have been received in respect of improvements made to plant, machinery and equipment and the acquisition of certain land leases).
    The government grants received relating to assets were recognised as deferred income when conditions of these government grants were fulfilled, and released to other income over the expected useful lives of the relevant assets. There were no unfulfilled conditions or contingencies relating to these grants as at 30 June 2020 (2019: Nil).

39

Interim Report 2020

NOTES TO CONDENSED INTERIM FINANCIAL INFORMATION

30 June 2020

6. FINANCE COSTS

Six months ended 30 June

2020

2019

(Unaudited)

(Unaudited)

RMB'000

RMB'000

Interest on bank loans

1,255

370

Interest on lease liabilities

40

13

1,295

383

7. PROFIT BEFORE TAX

The Group's profit before tax is arrived at after charging/(crediting):

Six months ended 30 June

2020

2019

(Unaudited)

(Unaudited)

RMB'000

RMB'000

Depreciation of property, plant and equipment

47,220

47,158

Depreciation of right-of-use assets

2,190

1,843

Amortisation of other intangible assets

25,630

25,852

Impairment/(reversal of impairment) of

trade receivables

3,532

(1,539)

Loss on disposal of items of property, plant and

equipment

312

1,018

Write-off of inventories

5,658

1,371

Provision against obsolete and slow-moving

inventories

9,526

14,095

Foreign exchange differences, net

(1,441)

(392)

Shenguan Holdings (Group) Limited

40

8. INCOME TAX EXPENSE

The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions in which members of the Group domiciled and operate.

Hong Kong profits tax has been provided at the rate of 16.5% on the estimated assessable profits arising in Hong Kong during the period, except for one subsidiary of the Group which is a qualifying entity under the two-tiered profits tax rates regime. The first HK$2,000,000 (2019: HK$2,000,000) of assessable profits of this subsidiary are taxed at 8.25% and the remaining assessable profits are taxed at 16.5%.

A subsidiary located in Wuzhou, Guangxi in the Western Region of China and is subject to the region's preferential corporate income tax rate of 15% as set out in Notice of the Ministry of Finance, the General Administration of Custom and the State Administration of Taxation on Tax Policy Issues Concerning Further Implementing the Western China Development Strategy (Cai Shui [2011] No. 58).

Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the jurisdictions in which the Group operates.

Six months ended 30 June

2020

2019

(Unaudited)

(Unaudited)

RMB'000

RMB'000

Current tax charge for the period

- PRC

12,223

6,836

- Hong Kong

553

537

Deferred tax

(3,095)

(1,810)

Total tax charge for the period

9,681

5,563

41

Interim Report 2020

NOTES TO CONDENSED INTERIM FINANCIAL INFORMATION

30 June 2020

9. DIVIDENDS

Six months ended 30 June

2020

2019

(Unaudited)

(Unaudited)

RMB'000

RMB'000

Final dividend declared and paid for 2019 -

HK2.0 cents (2018: HK2.0 cents) per

ordinary share

59,028

56,974

Special dividend declared and paid for 2019 -

HK4.0 cents (2018: HK1.6 cents) per

ordinary share

118,056

45,580

177,084

102,554

The directors of the Company did not propose any interim dividend in respect of the reporting period (2019: Nil).

10. EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY

The calculation of basic earnings per share amount for the period ended 30 June 2020 is based on the profit for the period attributable to owners of the Company of RMB27,147,000 (2019: RMB31,394,000) and the weighted average number of ordinary shares of 3,230,480,000 (2019: 3,231,046,000) in issue during the period ended 30 June 2020.

The Group had no potentially dilutive ordinary shares in issue during the period ended 30 June 2020 (2019: Nil).

Shenguan Holdings (Group) Limited

42

11. PROPERTY, PLANT AND EQUIPMENT

During the six months ended 30 June 2020, the Group incurred RMB25,683,000 (2019: RMB14,199,000) on the acquisition of items of property, plant and equipment and disposed of items of property, plant and equipment with an aggregate net book value of RMB312,000 (2019: RMB1,018,000).

12. RIGHT-OF-USE ASSETS

During the six months ended 30 June 2020, the Group entered to various lease agreements for use of office and production premises used in its operations. On lease commencement, the Group recognised the additions to right-of-use assets of RMB2,527,000.

13. TRADE AND BILLS RECEIVABLES

An ageing analysis of the trade and bills receivables as at the end of the reporting period, based on the invoice date and net of loss allowance, is as follows:

30 June

31 December

2020

2019

(Unaudited)

(Audited)

RMB'000

RMB'000

Within 6 months

146,833

269,909

6 months to 1 year

18,006

2,322

Over 1 year

2,334

2,840

167,173

275,071

The Group's trading terms with its customers are mainly on credit. The credit period is generally for a period of one month, extending up to three months for certain customers.

43

Interim Report 2020

NOTES TO CONDENSED INTERIM FINANCIAL INFORMATION

30 June 2020

14. TRADE AND BILLS PAYABLES

An ageing analysis of the trade and bills payables as at the end of the reporting period, based on the invoice date, is as follows:

30 June

31 December

2020

2019

(Unaudited)

(Audited)

RMB'000

RMB'000

Within 1 month

35,425

37,162

1 to 2 months

18,637

1,981

2 to 3 months

8,076

7,044

Over 3 months

7,579

32,366

69,717

78,553

The trade payables are non-interest-bearing and are normally settled on terms of range from 60 days to 180 days.

Shenguan Holdings (Group) Limited

44

15. SHARE CAPITAL

Shares

30 June

31 December

2020

2019

(Unaudited)

(Audited)

HK$'000

HK$'000

Authorised:

20,000,000,000 ordinary shares of

HK$0.01 each

200,000

200,000

Issued and fully paid:

3,230,480,000 (31 December 2019:

3,230,480,000) ordinary shares of

HK$0.01 each

32,305

32,305

RMB'000

RMB'000

Equivalent to

27,807

27,807

45

Interim Report 2020

NOTES TO CONDENSED INTERIM FINANCIAL INFORMATION

30 June 2020

16. COMMITMENTS

The Group had the following capital commitments at the end of the reporting period:

30 June

31 December

2020

2019

(Unaudited)

(Audited)

RMB'000

RMB'000

Contracted, but not provided for:

Buildings

106,632

111,652

Plant and machinery

12,351

9,414

118,983

121,066

17. CONTINGENT LIABILITIES

At the end of the reporting period, the Group had no significant contingent liabilities (31 December 2019: Nil).

18. PLEDGE OF ASSETS

At the end of the reporting period, cash in bank (including time deposits) of RMB135,000,000 (31 December 2019: RMB95,000,000) was pledged to secure bank borrowings amounting to RMB100,613,000 (31 December 2019: RMB89,587,000) and bills payable amounting to RMB5,279,000 (31 December 2019: Nil).

Shenguan Holdings (Group) Limited

46

19. RELATED PARTY DISCLOSURES

  1. In addition to those transactions detailed elsewhere in the interim financial information, the Group had the following material transactions with related parties during the period:

Six months ended 30 June

2020

2019

(Unaudited)

(Unaudited)

Notes

RMB'000

RMB'000

Company controlled by a

director of the Company:

Continuing connected

transactions:

Sales of products

(i)

1,635

815

Purchases of cattle hides

(ii)

61,825

59,965

Rent of production premises

(ii)

1,219

1,187

Administrative support and

liaising services

(ii)

90

100

Companies controlled by spouse

of a director of the Company:

Continuing connected

transactions:

Purchases of packing

materials

(ii)

17,119

13,522

Notes:

  1. The sales were made according to the prices and conditions offered to major customers of the Group.
  2. These transactions were based on terms mutually agreed between the parties.

47

Interim Report 2020

NOTES TO CONDENSED INTERIM FINANCIAL INFORMATION

30 June 2020

19. RELATED PARTY DISCLOSURES (Continued)

  1. Balance with a related party
    As at 31 December 2019, included in "Trade and bills receivables" represented an amount of RMB1,701,000 due from LJK Frozen SDN. BHD ("LJK"), which is controlled by Dato' Sri Low Jee Keong, a director of the Company. The amount due from LJK was unsecured, non-interest-bearing and had a repayment term of 45 days, which was on terms similar to those offered to other major customers of the Group.
    As at 30 June 2020, trade payables amounting to RMB15,132,000 (31 December 2019: RMB15,494,000) and bills payable amounting to RMB21,799,000 (31 December 2019: RMB10,000,000) are payable to Guangxi Zhiguan Industrial Development Co., Limited ("Guangxi Zhiguan") for the purpose of purchasing cattle hides. Guangxi Zhiguan is controlled by Ms. Zhou Yaxian, Mr. Ru Xiquan, Mr. Mo Yunxi and Mr. Shi Guicheng, directors of the Company. The trade payables and bills payable are settled on terms no longer than 180 days.
    As at 30 June 2020, trade payables amounting to RMB467,000 and bills payable amounting to RMB6,468,000 are payable to Guangxi Wuzhou Junye Trademark Printing Material Co., Ltd. ("Wuzhou Junye") for the purpose of purchasing packing and printing materials. Wuzhou Junye is owned by Mr. Sha Shuming, the spouse of Ms. Zhou Yaxian. The trade payables and bills payable are settled on terms no longer than 180 days and 90 days, respectively.
    As at 30 June 2020, trade payables amounting to RMB141,000 and bills payable amounting to RMB600,000 are payable to Wuzhou Zhongbo Packaging Co., Ltd ("Zhongbo Packaging") for the purpose of purchasing packaging and printing materials, Zhongbo Packaging is owned by Mr. Sha Shuming, the spouse of Ms. Zhou Yaxian. The trade payables and bills payable are settled on terms no longer than 90 days.
  2. Compensation of key management personnel of the Group:

Six months ended 30 June

2020 2019 (Unaudited) (Unaudited)

RMB'000 RMB'000

Salaries, allowances and benefits in kind

2,888

2,889

Retirement benefit contributions

21

24

Total compensation paid/payable to key

2,909

management personnel

2,913

Shenguan Holdings (Group) Limited

48

20. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS

Management has assessed that the fair values of cash and cash equivalents, pledged deposits, trade and bills receivables, trade and bills payables, financial assets included in prepayments, other receivables and other assets, financial liabilities included in other payables and accruals, and the current portion of interest-bearing bank borrowings approximate to their carrying amounts largely due to the short term maturities of these instruments.

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following method and assumption were used to estimate the fair value:

The Group invested in an unlisted investment, which represents a principal- protected structured product issued by a bank in the PRC. The Group has estimated the fair value of structured deposit by using a discounted cash flow valuation model based on the market interest rate of instruments with similar terms and risks.

Fair value hierarchy

The following table illustrates the fair value measurement hierarchy of the Group's financial instrument:

Asset measured at fair value

At 31 December 2019

Fair value measurement using

Quoted

prices in

Significant

Significant

active

observable

unobservable

markets

inputs

inputs

(Level 1)

(Level 2)

(Level 3)

Total

RMB'000

RMB'000

RMB'000

RMB'000

Financial asset at fair value

through profit or loss

-

-

10,139

10,139

49

Interim Report 2020

NOTES TO CONDENSED INTERIM FINANCIAL INFORMATION

30 June 2020

20. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued)

Fair value hierarchy (Continued)

Asset measured at fair value (Continued)

The Group did not have any financial assets measured at fair value as at 30 June 2020.

As at 31 December 2019, financial asset at fair value through profit or loss included a structured deposit which its fair value was determined based on significant unobservable input (Level 3) including expected rate of return of 2.9%.

During the period ended 30 June 2020, there were no transfers of fair value measurements between Level 1 and Level 2 and no transfers into or out of Level 3 for both financial assets and financial liabilities (six months ended 30 June 2019: Nil).

Movement in fair value measurement within Level 3

For the period ended 30 June 2020, the Group purchased financial assets at fair value through profit or loss of RMB255,000,000 (30 June 2019: RMB312,000,000) and disposed of financial assets at fair value through profit or loss of RMB256,986,000 (30 June 2019: RMB313,268,000), with a gain on disposal of RMB1,986,000 (2019: RMB1,268,000).

The Group did not have any financial liabilities measured at fair value as at 30 June 2020 and 31 December 2019.

21. APPROVAL OF THE INTERIM FINANCIAL INFORMATION

The interim financial information was approved and authorised for issue by the board of directors on 28 August 2020.

Shenguan Holdings (Group) Limited

50

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Shenguan Holdings (Group) Ltd. published this content on 14 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 September 2020 08:59:05 UTC