You are on page 1of 18

RENEWABLE ENERGY ASIA GROUP LIMITED

(Company Registration No. 33437)

This announcement has been reviewed by the Company's Sponsor, RHT Capital Pte. Ltd., for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (SGX-ST). The Company's Sponsor has not independently verified the contents of this announcement. This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement including the correctness of any of the statements or opinions made or reports contained in this announcement. The contact person for the Sponsor is:Name: Mr. Lau Yan Wai, Registered Professional, RHT Capital Pte. Ltd. Address: Six Battery Road #10-01, Singapore 049909 Tel: 6381 6757

RENEWABLE ENERGY ASIA GROUP LIMITED


(Company Registration No. 33437)

FINANCIAL STATEMENTS AND DIVIDEND ANNOUNCEMENT PART I: INFORMATION REQUIRED FOR QUARTERLY (Q1, Q2 & Q3), HALF-YEAR AND FULL YEAR ANNOUNCEMENTS 1(a)(i) An income statement and statement of comprehensive income or a statement of comprehensive income (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year. Consolidated statement of comprehensive income for the financial period ended 30 September 2011

6 months ended 30-Sep-11 30-Sep-10 RMB'000 RMB'000 Revenue Cost of goods sold Gross profit Other revenue Selling and distribution expenses General and administration expenses Other expenses Finance costs, net Share of profit/(losses) of associates Profit / (Loss) before income tax from continuing operations Income tax Profit / (Loss) for the period from continuing operations Discontinued operations: Profit after tax for the period from discontinued operations Profit / (loss) for the period 73,270 (69,556) 3,714 6,584 (428) (13,858) (348) (5,826) (51) (10,213) (10,213) 69,330 (56,459) 12,871 15 (545) (10,411) (133) 434 2,231 (4,335) (2,104)

Change %
6 23 (71) 43,793 (21) 33 162 (1,442)

(558) (100) 385

598 (9,615)

5,054 2,950

*n/m

*n/m: not meaningful due to the disposal of the fastening business.

Page | 1

RENEWABLE ENERGY ASIA GROUP LIMITED


(Company Registration No. 33437)

6 months ended 30-Sep-11 30-Sep-10 RMB'000 RMB'000 Other comprehensive income, net of income tax: Foreign currency translation differences for foreign operations Other comprehensive income for the period, net of tax Total comprehensive income for the period, net of tax Profit / (loss) attributable to: Owners of the Company Non-controlling interests

Change %

(5,381) (5,381) (14,996) (9,615) (9,615)

(2,028) (2,028) 922 2,725 225 2,950

165 165

(453) (100)

Total comprehensive income attributable to: Owners of the Company Non-controlling interests

(14,996) (14,996)

697 225 922

(2,252) (100)

1(a)(ii)

Notes to the income statement for the current financial period reported on and the corresponding period of the immediately preceding financial year. Loss for the year is arrived at after charging/(crediting) the following items:
6 months Ended 30-Sep-11 30-Sep-10 RMB'000 RMB'000 Depreciation of property, plant and equipment Property, plant and equipment written off Interest income Foreign exchange differences Impairment loss on inventories Interest expense Share option expenses 4,614 5 (825) 423 205 2,481 2,718 (4) (42) 1,996 788

Page | 2

RENEWABLE ENERGY ASIA GROUP LIMITED


(Company Registration No. 33437)

1(b)(i)

A statement of financial position (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year. Statement of financial position as at 30 September 2011
Group 30-Sep-11 31-Mar-11 RMB'000 RMB'000 ASSETS Non-current assets Property, plant and equipment Investment in subsidiaries Investment in associate Total non-current assets Inventories Trade receivables Other receivables Cash and cash equivalents Related company balances Total current assets Disposal group classified as held-for sale Total assets EQUITY AND LIABILITIES Equity Share capital Share premium Warrant reserve Share options reserve Statutory reserve Foreign currency translation reserve Accumulated losses Equity attributable to equity holders of the parent Non-controlling interests Total equity Company 30-Sep-11 31-Mar-11 RMB'000 RMB'000

85,565 58,934 144,499 83,694 40,699 36,968 36,275 197,636 342,135

82,623 48,984 131,607 80,097 46,306 43,757 48,507 218,667 138,962 489,236

31 20,625 20,656 2673 3,774 205,600 212,047 232,703

41 182,916 182,957 123 4,885 5,008 42,001 229,966

92,561 184,984 3,408 2,364 (5,555) (111,664) 166,098 166,098

92,561 184,984 3,408 2,364 1,578 (174) (102,048) 182,673 65 182,738

92,561 184,984 3,408 2364 (77,741) 205,576 205,576

92,561 184,984 3,408 2,364 (72,296) 211,021 211,021

Page | 3

RENEWABLE ENERGY ASIA GROUP LIMITED


(Company Registration No. 33437)

Group 30-Sep-11 31-Mar-11 RMB'000 RMB'000 Current liabilities Trade payables Other payables Bank loans Current tax payable Related company balances Total current liabilities Liabilitiies directly associated with disposal group classified as held-for-sale Total liabilities Total equity and liabilities

Company 30-Sep-11 31-Mar-11 RMB'000 RMB'000

50,012 63,961 62,000 64 176,037

98,452 26,702 88,450 51 213,655

26,576 51 500 27,127

9,861 6,463 51 16,375

176,037 342,135

92,843 306,498 489,236 27,127 232,703

2,570 18,945 229,966

Page | 4

RENEWABLE ENERGY ASIA GROUP LIMITED


(Company Registration No. 33437)

1(b)(ii)

In relation to the aggregate amount of the group's borrowings and debt securities, specify the following as at the end of the current financial period reported on with comparative figures as at the end of the immediately preceding financial year: (A) the amount repayable in one year or less, or on demand; (B) the amount repayable after one year; (C) whether the amounts are secured or unsecured; and (D) details of any collaterals.
Amount repayable within one year or less, or on demand 30-Sep-11 Secured Unsecured RMB'000 RMB'000 62,000 31-Mar-11 Secured Unsecured RMB'000 RMB'000 88,450 -

As at 30 September 2011, there were no outstanding amounts repayable after one year.

Details of collaterals:-

As at the 30 September 2011, the bank loans and borrowings of RMB 62.0 million were secured by:1. Corporate guarantees by the controlling shareholder; 2. Corporate guarantees by a company in which the controlling shareholder has substantial interest; 3. Certain inventories of the Group 4. Certain trade receivables of the Group 5. Cash and bank balances of the Group In the previous financial year, the bank loans and borrowings of RMB61.9 million were secured by:1. Corporate guarantees by certain subsidiaries of the holding company and the holding company; 2. Certain of the Groups property, plant and equipment.

Page | 5

RENEWABLE ENERGY ASIA GROUP LIMITED


(Company Registration No. 33437)

1(c)

A statement of cash flows (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year.

Profit/(Loss) before income tax Adjustment for: Interest income Non-controlling interest written back Depreciation of property, plant and equipment Foreign currency realignment Impairment loss on inventories Interest expense Property, plant and equipment written off Share of loss from associate Share options expenses Operating profit before changes in working capital Inventories Trade receivables Other receivables Trade and bills payable Other payables Cash generated (used in)/generated from operations Interest paid Income tax paid Net cash (used in)/generated from operating activities Cash flows from investing activities Purchase of plant and equipment Investment in associate Deposit placed for acquisition of a wind farm Proceeds from disposal of investment in subsidiary company Interest received Net cash (used in)/generated from investing activities

Group 6 months ended 30-Sep-11 30-Sep-10 RMB'000 RMB'000 (9,615) 16,137 (825) (65) 4,614 205 2,481 5 51 (3,149) (3,802) 5,607 325 (48,440) 37,258 (12,201) (2,481) 13 (14,669) (4) 2,718 (1,437) 1,996 788 20,198 (49,498) (51,806) 7,215 77,650 (1,587) 2,172 (1,996) (3,136) (2,960)

(7,770) (10,000) 39,546 825 22,601

(7,210) (38,000) 4 (45,206)

Page | 6

RENEWABLE ENERGY ASIA GROUP LIMITED


(Company Registration No. 33437)

Group 6 months ended 30-Sep-11 30-Sep-10 RMB'000 RMB'000 Cash flows from financing activities Drawdown of bank loans Net repayment of bank loans Finance lease principal payments Net proceeds from issuance of shares Net cash (used in)/generated from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Effect of change in foreign exchange rates Cash and cash equivalents at end of period (19,987) (19,987) (12,055) 48,507 (177) 36,275 30,000 (5,743) (3,438) 180,493 201,312 153,146 4,607 157,753

Page | 7

RENEWABLE ENERGY ASIA GROUP LIMITED


(Company Registration No. 33437)

1(d)(i)

A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year.

Share

Share premium

Warrant reserve

Share options reserve

Statutory reserve

Foreign currency translation reserve

Accumulated losses

Attributable to holders of the Non-controlling Company Total interests

Total equity

The Group (RMB '000)


Balance as at 1 April 2010 Effect of change of functional currency of the parent Balance as at 1 April 2010, as restated Total comprehensive income for the period Issuance of shares Balance as at 30 September 2010 Balance as at 1 April 2011 Total comprehensive income for the period Disposal Group Balance as at 30 September 2011

capital

75,518 (3,652) 71,866 20,695 92,561 92,561 92,561

28,797 (3,360) 25,437 159,798 185,235 184,984 184,984

4,145 (737) 3,408 3,408 3,408 3,408 -

788 788 2,364 2,364

1,578 1,578 1,578 1,578 (1,578) -

(5,950) 9,262 3,312 (2,028) 1,284 (174) (5,381) (5,555)

(50,441) (1,505) (51,946) 11,491 (40,455) (102,048) (9,616) (111,664)

53,647 8 53,655 9,463 181,281 244,399 182,673 (14,997) (1,578) 166,098

402 (8) 394 225 619 65 (65) -

107,696 8 54,049 9,688 181,281 245,018 182,738 (14,997) (1,643) 166,098

Page | 8

RENEWABLE ENERGY ASIA GROUP LIMITED


(Company Registration No. 33437)
Share Share premium 28,797 (3,360) 25,437 Share options reserve Exchange Reserve (9,254) 9,254 Warrant reserve 4,145 (737) 3,408 Retained earnings (56,323) (1,505) (57,828) Total 42,883 42,883

The Company (RMB '000)


Balance as at 1 April 2010, as previously presented Effect of change in functional currency Balance as at 1 April 2010, restated

capital 75,518 (3,652) 71,866

Total comprehensive income for the period Issuance of ordinary shares Issuance of share options during the period Balance as at 30 September 2010

20,695 92,561

159,798 185,235

788 788

3,408

(5,032) (62,860)

(5,032) 180,493 788 219,132

Balance as at 1 April 2011 Total comprehensive income for the period Balance as at 30 September 2011

92,561 92,561

184,984 184,984

2,364 2,364

3,408 3,408

(72,296) (5,445) (77,741)

211,021 (5,445) 205,576

Page | 9

RENEWABLE ENERGY ASIA GROUP LIMITED


(Company Registration No. 33437)

1(d)(ii)

Details of any changes in the company's share capital arising from rights issue, bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles, as well as the number of shares held as treasury shares, if any, against the total number of issued shares excluding treasury shares of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year. There was no movement in the issued and paid up capital of the Company for the 6 months period ended 30 September 2011. As at 30 September 2011, there were outstanding options for 1,850,000 (30 September 2010: 7,500,000) unissued ordinary shares of the Company under options granted pursuant to the ESOS. Except as disclosed above, there were no unissued shares of the Company or its subsidiaries under any outstanding convertibles as at 30 September 2011. The total number of issued ordinary shares as at 30 September 2011 was 620,115,400 (30 September 2010: 620,115,400) of which none (30 September 2010: Nil) were held by the Company as treasury shares.

1(d)(iii)

To show the total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year.

Company 30-Sep-11 31-Mar-11 No of shares No of shares RMB RMB Balance as at the end of period 620,115,400 620,115,400

1(d)(iv)

A statement showing all sales, transfers, disposals, cancellation and/or use of treasury shares as at the end of the current financial period reported on. The Company does not hold any treasury shares as at 30 September 2011.

2.

Whether the figures have been audited or reviewed, and in accordance with which auditing standard or practice. These figures have not been reviewed by the auditors.

Page | 10

RENEWABLE ENERGY ASIA GROUP LIMITED


(Company Registration No. 33437)

3.

Where the figures have been audited or reviewed, the auditors report (including any qualifications or emphasis of a matter). Not applicable.

4.

Whether the same accounting policies and methods of computation as in the issuers most recently audited annual financial statements have been applied. The Group has applied the same accounting policies and methods of computation in the preparation of the financial statements for the current financial period as those applied in the financial statements for the year ended 31 March 2011.

5.

If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change. There are no changes in the accounting policies and methods of computation.

6.

Earnings per ordinary share of the group for the current financial period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends: (a) based on the weighted average number of ordinary shares on issue; and (b) on a fully diluted basis (detailing any adjustments made to the earnings).
Group 6 months ended 30-Sep-11 30-Sep-10 RMB RMB Cents Cents Based on the weighted average number of ordinary shares in issue On a fully diluted basis

(1.55) (1.55)

0.44 0.44

Earnings per share The computation of the basic earnings per share is based on the loss attributable to ordinary equity holders of the Company of RMB9,616,000 (2010: RMB2,725,000) and the weighted average number of ordinary shares outstanding of 620,115,400 (FY11: 520,006,111) during the financial period. Page | 11

RENEWABLE ENERGY ASIA GROUP LIMITED


(Company Registration No. 33437)

The computation of the diluted earnings per share is based on the loss attributable to ordinary equity holders of the Company of RMB9,615,000 (2010: RMB2,725,000) and the weighted average number of ordinary shares outstanding including the potential ordinary shares in the form of shares options granted under the Superior Employee Share Option Scheme announced on 13 July 2010 of 620,115,400 (FY10: 520,660,843) during the financial year. 7. Net asset value (for the issuer and group) per ordinary share based on the total number of issued shares excluding treasury shares of the issuer at the end of the: (a) current financial period reported on; and (b) immediately preceding financial year.

Group 30-Sep-11 31-Mar-11 Net asset value per share (RMB Cents) 26.79 29.47

Company 30-Sep-11 31-Mar-11 33.15 34.03

8.

A review of the performance of the group, to the extent necessary for a reasonable understanding of the groups business. It must include a discussion of the following: (a) any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and (b) any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on. Statement of comprehensive income Group revenue improved marginally by 5.6% to RMB73.3 million for the six months ended 30 September 2011 (HY2012), as compared to the previous corresponding period (HY2011). This is mainly due to the increased in the sales of wind turbines structures during the period. Cost of manufacturing increased due to the changes in production specifications made by a major customer, as well as quality issues that have since been rectified. These, together with the rise in raw material and labour costs and the appreciation of the RMB against other major currencies, resulted in the decrease in gross profit to RMB3.7 million, from RMB12.9 million in HY2011. Consequently, gross margin declined to 5.1% in HY2012, from 18.6% in HY2011. . Other revenue for the period increased from RMB0.015 million to RMB6.6 million, due to dividend income received from the Groups investment in an associated company, Datang Baotou Asia Electricity Co Ltd, as well as a RMB 2.7 million one-off write-back of provision for non-trade payables. Page | 12

RENEWABLE ENERGY ASIA GROUP LIMITED


(Company Registration No. 33437)

Selling and distribution expenses decreased by 21% to RMB0.43 million, mainly due to the disposal of the Groups fastening business in May 2011. General and administration expenses increased by 33% to RMB 13.9 million, compared to HY2011. This is mainly due to the increased in staff costs as well as the general and administration expenses incurred in our projects at construction period. The increase in other expenses was due to the provision of impairment loss on slow-moving inventories. Finance costs for HY2012 increased by 1443% as compared to HY2011, due to an increase in borrowings, as well as interest rates during the period. Income tax expense for the current financial period has decreased significantly as a result of the loss incurred by the Groups operation. Statement of financial position The Groups property, plant and equipment stood at RMB85.6 million as at 30 September 2011, compared to RMB82.6 million at 31 March 2011. This was due to additional equipment acquired during the period for productions lines. Investment in associate increased by 20.3% to RMB58.9 million following the Groups investment in an associated company in line with the strategic cooperative agreement signed with China Datang Corporation Renewable Power Co., Ltd. This company was incorporated in the PRC in July 2011 to engage in wind energy-related activities. Trade receivables decreased by RMB 5.7 to RMB 40.7 million in HY2012. This decrease is in line with lower sales recorded during the period as a result of a fall in orders, which led to a decrease in other receivables from prepaid purchase of raw materials as manufacturing activity fell in tandem with the lower sales. Cash and cash equivalents at end of the period decreased by 25% due to negative operating cash flow during the period and an investment in an associate. Trade payables fell significantly by 49% to RMB 50.0 million in HY2012, in line with the reduced manufacturing. Other payables on the other hand have increased substantially by 224% to RMB 64.0 million in HY2012. The increase mainly comprise the increase in provision of accrued factory rental of RMB3.0 million and other operating expenses, as well as an interest-free shareholders loan of RMB22.0 million undertaken for working capital requirements. No prior provisions were made for the accrued amount as operations only began in April 2010.

Page | 13

RENEWABLE ENERGY ASIA GROUP LIMITED


(Company Registration No. 33437)

Bank loans decreased by 30% to RMB 62.0 million , as a result of repayments in August 2011 and new loans of RMB20 million undertaken in September 2011. Statement of cash flows The Group recorded negative operating cash flows of RMB14.7 million for HY2012, mainly due to repayments made on Notes payables of about RMB30 million, and the offsetting of smaller contributions through funds received from trade receivables. Cash amounting to RMB39.5 million generated from the disposal of the fastening business was partially offset by the Groups investment in a joint venture with China Datang (RMB 10 million), along as well as in other plant, property and equipment (RMB 7.8 million) during the period. In this regard, net cash generated from investing activities was RMB 22.6 million. Overall there was a net decrease of RMB12.06 million by 25% in the cash and cash equivalent for the period as compared with 31 March 2011. 9. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results. Not applicable. 10. A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months. Following the resolution of teething issues in its initial year of operation, the Group is now delivering orders to its customers satisfaction, and has since received an increase in committed orders for its products. The Group thus expects to ramp-up its manufacturing operations in the ensuing months. The development of renewable energy remains a focus of Chinas 12th Five-Year Plan, as the country continues to work towards achieving its 2020 renewable energy goals. In this regard, the Group will continue to partner established market players to tap opportunities that arise, particularly projects in the PRC relating to solar and offshore wind energy. In October 2011, the Group incorporated a wholly-owned subsidiary, REA TEC Co., Ltd to engage in the design, manufacture and sale of renewable energy-related products, and to provide related services including project design, consultancy and management. The subsidiary will allow the Group to better position itself as a provider of wind energy-related products and services in the industry. The above initiatives that the Group has put in place should position it more competitively over the long term. Nevertheless, in order to effect a successful turnaround, the Group needs to Page | 14

RENEWABLE ENERGY ASIA GROUP LIMITED


(Company Registration No. 33437)

overcome near-term challenges such as uncertainties in the economic conditions and higher borrowing costs with the tightening of the PRC debt financing market.

11.

If a decision regarding dividend has been made: (a) Whether an interim (final) ordinary dividend has been declared (recommended); and None. (b)(i) Amount per share in cents Not applicable. (b)(ii) Previous corresponding period in cents None. (c) Whether the dividend is before tax, net of tax or tax exempt. If before tax or net of tax, state the tax rate and the country where the dividend is derived. (If the dividend is not taxable in the hands of shareholders, this must be stated). Not applicable. (d) The date the dividend is payable. Not applicable. (e) The date on which Registrable Transfers received by the company (up to 5.00 pm) will be registered before entitlements to the dividend are determined. Not applicable.

12.

If no dividend has been declared (recommended), a statement to that effect. No dividend has been declared or recommended.

Page | 15

RENEWABLE ENERGY ASIA GROUP LIMITED


(Company Registration No. 33437)

13.

If the Group has obtained a general mandate from shareholders for IPTs, the aggregate value of such transactions as required under Rule 920 (1)(a)(ii). If no IPT mandate has obtained, a statement to that effect.
Aggregate value of all interested person transactions conducted during the transactions during the financial period financial period under review under under review (excluding transactions shareholders mandate pursuant to Rule less than $100,000 and transactions 920 (excluding transactions less than $100,000) conducted under shareholders mandate pursuant to Rule 920)
Aggregate value of all interested person

Name of Interested Person

Nature of Transactions

RMB000 (1) Oceantec Industry Co., Ltd (formally known as Cenen Industrial Technology Co., Ltd) (2) Nantong Jiaolong Industrial Development Co., Ltd Factory rental 3,360

RMB000 Nil

Sales

Nil

3,023

14.

USAGE OF PLACEMENT PROCEEDS PURSUANT TO RULE 704 (30) OF THE LISTING MANUAL SECTION B: RULES OF CATALIST
There was no fund raising exercise during the period. As at 31 March 2011, the net placement proceeds from the 100 million shares placement completed and announced on 24 September 2010 have been utilised as follows:

Use of Proceeds

Wind farm acquisition Working capital and property, plant and equipment

Proposed usage SGD RMB ('000) ('000) 14,400 74,638

Revised usage RMB ('000) 48,165

Actual usage RMB ('000) 48,165

Balance RMB ('000) -

14,400 28,800

74,638 148,129

101,111 149,276

101,111 149,276

The change in the proposed usage of placement proceeds was mainly due to the need for working capital to purchase plant and machinery following the cancellation of the plant and machinery lease agreement with Oceantec Industry Co., Ltd (formerly known as Cenen Industrial Technology Co., Ltd) in November 2010.

Page | 16

RENEWABLE ENERGY ASIA GROUP LIMITED


(Company Registration No. 33437)

Negative Assurance Confirmation on Interim Financial Results Under Listing Manual of Catalist Rule 705(5) We, Xu Jian and Zheng Lei, being two directors of Renewable Energy Asia Group Limited (the Company) do hereby confirm on behalf of the directors of the company that to the best of our knowledge, nothing has come to the attention of the Board of Directors which may render the unaudited interim financial results of the Group and Company (comprising the consolidated statements of financial positions, consolidated income statements, statements of comprehensive income, statement of changes in equity and consolidated statements of cash flow(together with their accompanying notes) for the half year ended 30 September 2011 and results of the business, changes in equity and cash flows of the Group for the 6 months ended on that date, to be false or misleading in any material aspect.

On Behalf of the Board of Directors

Xu Jian Executive Chairman

Zheng Lei Deputy Chairman and Chief Executive Officer

BY ORDER OF THE BOARD

CHEW KOK LIANG LOH SIEW LEE SOH YEOW HWA COMPANY SECRETARIES 14 November 2011

Page | 17

You might also like