2020INTERIM REPORT

Ruifeng Power Group Company Limited

瑞 豐 動 力 集 團 有 限 公 司

(Incorporated in Cayman Islands with limited liability)

Stock code : 2025

CONTENTS

Page

Corporate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

Company Overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

Financial Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Management Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Consolidated Statements of

Profit or Loss and Other Comprehensive Income. . . . . . . . . . . . . . . . . . . . . .

23

Consolidated Statement of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . .

25

Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . .

27

Condensed Consolidated Cash Flow Statement . . . . . . . . . . . . . . . . . . . . . . . .

29

Notes to the Unaudited Interim Financial Report . . . . . . . . . . . . . . . . . . . . . . .

31

2020 Interim Report 1

CORPORATE INFORMATION DIRECTORS

Executive Directors

Mr. Meng Lianzhou

(Chairman and Chief Executive Officer)

Mr. Liu Zhanwen

Mr. Liu Enwang

Mr. Zhang Yuexuan

Independent Non-Executive Directors

Mr. Wei Anli

Mr. Ren Keqiang

Mr. Yu Chun Kau

AUDIT COMMITTEE

Mr. Yu Chun Kau (Chairman)

Mr. Wei Anli

Mr. Ren Keqiang

NOMINATION COMMITTEE

Mr. Wei Anli (Chairman)

Mr. Meng Lianzhou

Mr. Yu Chun Kau

REMUNERATION COMMITTEE

Mr. Ren Keqiang (Chairman)

Mr. Meng Lianzhou

Mr. Yu Chun Kau

COMPANY SECRETARY

Mr. Wong Ka Wai

AUTHORISED REPRESENTATIVES

(for the purpose of the Listing Rules) Mr. Meng Lianzhou

Mr. Wong Ka Wai

LEGAL ADVISORS

As to Hong Kong Law: Chiu & Partners 40/F, Jardine House 1 Connaught Place Central

Hong Kong

AUDITOR

KPMG

PRINCIPAL BANKERS

China Construction Bank Shenzhou Branch

Industrial Commercial Bank of China

Shenzhou Branch

REGISTERED OFFICE

Cricket Square

Hutchins Drive

P.O. Box 2681

Grand Cayman

KY1-1111

Cayman Islands

HEADQUARTER AND PRINCIPAL PLACE OF BUSINESS IN PRC

Middle of East Taishan Road

Shenzhou

Hebei Province

PRC

PRINCIPAL PLACE OF BUSINESS IN HONG KONG

Room 619A, 6/F, Block B New Mandarin Plaza

14 Science Museum Road Tsim Sha Tsui

Hong Kong

2 Ruifeng Power Group Company Limited

PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE

Conyers Trust Company (Cayman) Limited

Cricket Square

Hutchins Drive

P.O. Box 2681

Grand Cayman

KY1-1111

Cayman Islands

HONG KONG SHARE REGISTRAR BRANCH

Tricor Investor Services Limited

Level 54, Hopewell Centre

183 Queen's Road East

Hong Kong

STOCK CODE

2025

WEBSITE

www.hbsgt.com

2020 Interim Report 3

COMPANY OVERVIEW

Ruifeng Power Group Company Limited (the "Company" and, together with its subsidiaries, the "Group") is a specialized manufacturer of cylinder blocks, a major structure in automobile engines, based in Shenzhou, Hebei Province, the PRC.

Production of cylinder blocks in China has historically been split between internal production by manufacturers of automobiles and automobile engines and external outsourcing to specialized producers of automobile engine spare parts. The large-scale of our operations and significant production capacity allow us to secure the use of our products by some of the leading automobile manufacturers in China such as Jiangling Motors, Beiqi Foton Motor, Jiangxi Isuzu, JAC Motors and Great Wall Motors. During the six months ended 30 June 2020, we owned and operated a total of 3 precision casting lines and 20 mechanical processing lines (including 14 for cylinder blocks, 4 for cylinder heads and 2 for other ancillary cylinder block components).

THE MAIN PRODUCTS ARE:

Cylinder Block - A main structure of the automobile engine in which combustion of fuel takes place. It provides space for the required number of cylinders along with the associated surrounding structures, including coolant passages, intake and exhaust passages and crankcases. As a central component of an automobile engine, defect acceptance levels for cylinder blocks need to be very low as it directly affects the engine performance, life and other important indicators.

Cylinder Head - A major component of the engine which sits on top of the cylinder block and provides space for passages that feed air and fuel into a cylinder and allow the exhaust to escape. A cylinder head has to withstand high pressure and high temperatures while retaining its shape and form to seal the cylinder block via the head gasket.

Ancillary Cylinder Block Components - including main bearing cap and flywheel. Main bearing caps are used in piston engines to secure the crankshaft against the cylinder block. Our main bearing caps help prevent the forces created by the piston and transmitted to the crankshaft by forcing the crank to convert the reciprocating movement into rotation. A flywheel is designed to keep the crankshaft in the cylinder block turning smoothly during the periods when no power is being applied. Our flywheels are easy to install and highly resistant to rust and corrosion.

We believes that the following competitive strengths of the Group can bring our customers the most economical and reliable products:

  • The specialized manufacturer of cylinder blocks and an established producer of cylinder heads in China
  • A high level of flexibility in production facilities and process to meet the specific needs of different customers
  • Continuous optimization and innovation of production process and technologies
  • Strong design and research and development capabilities

4 Ruifeng Power Group Company Limited

FINANCIAL SUMMARY

For six months ended 30 June

2020

2019

(Unaudited)

(Unaudited)

Major Items of Consolidated Statements of

Profit or Loss and Other Comprehensive

Income

Revenue (RMB'000)

165,972

187,121

Gross profit (RMB'000)

35,676

43,486

Gross profit margin

21.5%

23.2%

Profit for the period (RMB'000)

15,262

19,304

Net profit margin

9.2%

10.3%

Basic and diluted earnings per share

1.91

(RMB cent)

2.41

Volume of Cylinder Blocks sold

Revenue

Volume

RMB'000

200,000

149,053

136,979

300,000

200,000

187,121

165,972

100,000

100,000

0

0

30 June 2019

30 June 2020

30 June 2019

30 June 2020

Cylinder Block

Profit for the period

RMB'000

20,0002019,304

15,262

10,00010

0

30 June 2019

30 June 2020

2020 Interim Report 5

As at

As at

30 June

31 December

2020

2019

(Unaudited)

(Audited)

Major Items of Consolidated Statement of

Financial Position

Non-current assets (RMB'000)

812,494

797,345

Current assets (RMB'000)

515,327

522,000

Current liabilities (RMB'000)

313,748

317,225

Net current assets (RMB'000)

201,579

204,775

Non-current liabilities (RMB'000)

57,878

61,802

Net assets (RMB'000)

956,245

940,318

Gearing ratio (Note 1)

14.6%

12.9%

Notes

  1. Gearing ratio equals total debt divided by total equity as at the end of the year or period. Total debt includes all interest-bearing bank and other loans.

6 Ruifeng Power Group Company Limited

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY REVIEW

In the first half of 2020, the world has been hit by the COVID-19 pandemic, economies across the globe were severely hampered. For the first time since 1994, China has not set an official economic growth target for 2020, which bespeaks an acute challenge for the economy. Amid continued impact of the pandemic, China's Gross Domestic Product (GDP) in the second quarter grew by 3.2% year-on-year, comparing favorably with the 6.8% year-on-year decline in the first quarter GDP, during which production and consumption have also been recovering.

China's economy was essentially suspended in the first quarter, which has also wrought considerable damage to China's automobile industry. In the first half of 2020, 10.1 million and 10.3 million vehicles were produced and sold respectively, representing an overall decline in production and sales volume of 16.8% and 16.9% respectively over the same period of the previous year. However, the automobile market in the PRC began to display rapid recovery from April 2020 onwards, which was mainly due to gradual improvement in the control of COVID-19 pandemic and preventive measures imposed by the government, a series of favourable policies launched by the central and local governments, as well as gradual recovery of production and operation of automobile enterprises, all of which propelled production back to the level of the same period of the previous year. In June 2020, 2.3 million and 2.3 million vehicles were produced and sold in China respectively, representing a year-on-year increase of 22.5% and 11.6% respectively in overall production and sales volume.

The automobile industry has always been an integral part of economic growth in Mainland China, it is believed that the Mainland government will introduce policies which are beneficial to the industry to stimulate purchases of automobiles, promote industry development and maintain economic growth.

BUSINESS REVIEW

The Group is principally engaged in the design, development, production and sales of cylinder blocks, as well as cylinder heads and certain cylinder block components, to automobile manufacturers and engine manufacturers in China. The Group works closely with its customers to provide a set of high-quality and customized products. The Group conducts manufacturing operations for the major products through a closely-integrated cycle.

In the first half of 2020, the Group was affected by the pandemic and faced unprecedented difficulties in its operations, including responding to the government's anti-pandemic requirements for enterprises to resume production and the suspension of production of its customers and suppliers. At present, having found its way out of the predicament, the Group's production and sales have already returned to normal. As a result of the economic downturn and the decrease in customer orders, a number of small and medium-sized cylinder blocks manufacturers are on the verge of bankruptcy, thereby driving consolidation within the industry to phase out weaker participants. At the same time, large automobile manufacturers are also trying to save costs, reduce capital expenditures, and are willing to cooperate with established cylinder blocks

2020 Interim Report 7

manufacturers. The Group is one of the few listed companies in the cylinder blocks manufacturing industry, with a debt ratio that has always been at a relatively low level, coupled with its leading position amongst professional cylinder manufacturers in the PRC as well as cooperation with several foreign companies since last year, all of which has contributed to the continuous expansion of new businesses of the Group during the period.

The Group primarily manufacture cylinder blocks used for a wide variety of vehicles, including passenger vehicles, commercial vehicles and industrial vehicles. The Group also manufactures cylinder heads as well as certain other structural components of cylinder blocks, primarily including main bearing caps and flywheels. The following table sets forth the revenue and sales volume by segment and major product type for the six months ended 30 June 2020 and 2019:

For the six months ended 30 June

As a

2020

2019

As a

percentage

percentage

of total

Sales

of total

Sales

Revenue

revenue

volume

Revenue

revenue

volume

RMB'000

%

units

RMB'000

%

units

Cylinder blocks

18,272

11.0

22,532

- Passenger vehicles

36,579

19.5

46,037

- Commercial vehicles

85,123

51.3

85,297

83,100

44.4

79,716

- Industrial vehicles

31,330

18.9

29,150

25,226

13.5

23,300

Subtotal

134,725

81.2

136,979

144,905

77.4

149,053

Cylinder heads

28,157

17.0

50,456

30,056

16.1

52,941

Ancillary cylinder block components

3,090

1.8

91,726

12,160

6.5

608,350

Total

165,972

100.0

187,121

100.0

For the six months ended 30 June 2020, the automobile manufacturers were significantly affected by the COVID-19 pandemic, most of them have not yet recovered to their normal operation until late of May 2020. As a result, the sale and business performance of the Group were affected. For the six months ended 30 June 2020, the demands of the cylinder blocks, cylinder heads and ancillary cylinder block components of the Group from the customers decreased, as a result, the revenue and the profit of the Group decreased by 11.3% and 20.9%, respectively to RMB166.0 million and RMB15.3 million.

8 Ruifeng Power Group Company Limited

Cylinder blocks for passenger vehicles

The cylinder blocks for passenger vehicles are normally used in light-weight engines of 1.0-1.6 liters. These cylinder blocks for passenger vehicles are produced either from grey cast iron alloy which provides high strength and wear resistance or from aluminum alloy which is lighter in weight and can be used in more fuel-efficient engines. Revenue from sales of cylinder blocks for passenger vehicles decreased from approximately 19.5% of our total revenue for the six months ended 30 June 2019 to approximately 11.0% for the six months ended 30 June 2020, such decrease was due to an decrease in revenue contributed from sales of cylinder blocks for passenger vehicles. Sales volume of cylinder blocks for passenger vehicles decreased approximately 51.1% from approximately 46,000 units for the six months ended 30 June 2019 to approximately 22,500 units for the six months ended 30 June 2020. The decrease was mainly due to the impact of the COVID-19 pandemic, demands from the existing customers were decreased, which offsetting the Group in offering a new cylinder block product of approximately 10,000 units to a new customer during the six months ended 30 June 2020.

Cylinder Blocks for Commercial Vehicles

The cylinder blocks for commercial vehicles are normally used in engines of 1.5 liters or above. The cylinder blocks for commercial vehicles are made from grey cast iron alloy. Revenue from sales of cylinder blocks for commercial vehicles increased from approximately 44.4% of total revenue for the six months ended 30 June 2019 to approximately 51.3% for the six months ended 30 June 2020, such increase was due to a decrease in revenue contributed by sales of cylinder blocks for passenger vehicles. Sales volume of cylinder blocks for commercial vehicles increased approximately 7.0% from approximately 80,000 units for the six months ended 30 June 2019 to approximately 85,000 units for the six months ended 30 June 2020. The increase was primarily due to the slowdown in demands from 493 series, meanwhile, demands of VM2.5 model and of a new product called M9T were increased by approximately 7,700 units and 8,200 units, respectively, for the periods.

Cylinder Blocks for Industrial Vehicles

The cylinder blocks for industrial vehicles are designed for use in a variety of industries, such as farming, urban construction and landscape engineering. The cylinder blocks for industrial vehicles are made from grey cast iron alloy and are normally used in engines of 2.1 liters or above. Revenue from sales of cylinder blocks for industrial vehicles increased from approximately 13.5% of total revenue for the six months ended 30 June 2019 to approximately 18.9% for the six months ended 30 June 2020, such increase was mainly due to increase in revenue contributed by sales of cylinder blocks for industrial vehicles. Sales volume of cylinder blocks for industrial vehicles increased approximately 25.1% from approximately 23,000 units for the six months ended 30 June 2019 to approximately 29,000 units for the six months ended 30 June 2020. The increase was primarily due to the increase in demand from a customer in our products.

2020 Interim Report 9

Cylinder Heads

The cylinder heads are primarily used in commercial vehicles and often sold, together with cylinder blocks, to automobile manufacturers and engine manufacturers in China. Sales volume of cylinder heads decreased approximately 4.7% from approximately 53,000 units for the six months ended 30 June 2019 to approximately 50,000 units for the six months ended 30 June 2020. Such decrease was as a result of decrease in demand on 493 series of cylinder heads.

Production Facilities and New Products and Research and Development

All production facilities of the Group are located in Shenzhou City, Hebei Province, the PRC. As at 30 June 2020, the Group owned and operated a total of 3 precision casting lines and 20 mechanical processing lines (including 14 for cylinder blocks, 4 for cylinder heads and 2 for other ancillary cylinder block components).

During the six months ended 30 June 2020, the Group was building 9 new mechanical processing lines and a precision casting lines by using the renovation of the existing production line or investing a new production line. The construction for the majority of the new production lines is expected to be completed before end of 2020. After completion of the 9 processing lines, the Group will be able to enhance its production efficiency and it expected that the Group can offer 7 additional new products, especially for cylinder blocks for industrial and passenger vehicles.

PROSPECTS

On 28 April 2020, 11 ministries and commissions including National Development and Reform Commission, Ministry of Science and Technology, Ministry of Industry and Information Technology and Ministry of Ecology and Environment jointly issued the "Notice on Measures to Stabilize and Expand the Consumption of Automobiles", in which five major measures were proposed, including the adjustment of the implementation requirements of the China VI standards, optimization of the relevant fiscal and taxation support policies for the purchase of new energy vehicles, acceleration of the scrapping of obsolete diesel trucks, unblocking of the circulation and trading of second-hand cars and utilization of automobile consumption finance, all of which are important issues to the development of the automobile industry at present. If these issues are effectively resolved, the negative impact of the pandemic on the automobile industry can be largely mitigated. The solutions may also prove vital to the stable and healthy development, as well as the promotion of consumption of the automobile industry in the future. With the improvement of consumers' standard of living and their pursuit of higher taste, a major consolidation is expected to make its foray into the domestic automobile market this year and there will be a round of knockouts to eliminate weaker players in the industry. The Group will maintain its existing advantages, strengthen internal management, further optimize costs and actively seek new cooperation opportunities with automobile manufacturers.

10 Ruifeng Power Group Company Limited

FINANCIAL REVIEW

Revenue

Revenue decreased by 11.3% from RMB187.1 million for the six months ended 30 June 2019 to RMB166.0 million for the six months ended 30 June 2020. This decrease was primarily attributable to a decrease in revenue from sales of cylinder blocks, cylinder heads and ancillary cylinder block components. Such decrease was mainly affected by the outbreak of COVID-19 pandemic in early 2020 which resulted in the decrease in market demand for the products of the Group.

Sales of Cylinder Blocks

Segment revenue from cylinder block sales decreased by 7.0% from RMB144.9 million for the six months ended 30 June 2019 to RMB134.7 million for the six months ended 30 June 2020, primarily attributable to a decrease in sales volume from approximately 149,000 units for the six months ended 30 June 2019 to approximately 137,000 units for the six months ended 30 June 2020 driven by decrease in revenue from sales of cylinder block for passenger vehicles by approximately RMB18.3 million, which was offset by the increase in revenue from sales of cylinder block for commercial vehicles and industrial vehicles by approximately RMB2.0 million and RMB6.1 million, respectively, for the six months ended 30 June 2020 as compared with the corresponding period in last year.

Sales of Cylinder Heads

Segment revenue from cylinder head sales decreased by 6.3% from RMB30.1 million for the six months ended 30 June 2019 to RMB28.2 million for the six months ended 30 June 2020. This decrease was primarily due to decrease in demand from our customers. The sales volume of cylinder heads decreased from approximately 53,000 units for the six months ended 30 June 2019 to approximately 50,000 units for the six months ended 30 June 2020, primarily related to decreased sales of the 493 series of cylinder heads, which was consistent with the decreased sales of the same series of cylinder blocks over the period.

Sales of Ancillary Cylinder Block Components

Segment revenue from ancillary cylinder block components sales decreased by 74.6% from RMB12.2 million for the six months ended 30 June 2019 to RMB3.1 million for the six months ended 30 June 2020. This decrease was primarily attributable to a significant decrease in demand from our customers.

Gross Profit and Gross Profit Margin

Gross profit decreased by 18.0% from RMB43.5 million for the six months ended 30 June 2019 to RMB35.7 million for the six months ended 30 June 2020. This decrease was in line with decrease in revenue of the Group. The gross profit margin decreased from 23.2% for the six months ended 30 June 2019 to 21.5% for the six months ended 30 June 2020, such decrease in gross profit margin was primarily due to an increase in usage of roughcast products which were provided by our customers for processing, especially for the new model namely M9T.

2020 Interim Report 11

Other Income

Other income decreased by 18.9% from RMB21.9 million for the six months ended 30 June 2019 to RMB17.8 million for the six months ended 30 June 2020. This decrease was primarily due to a decrease in government grants received. During the six months ended 30 June 2020, the Group recognised government grants of RMB13.6 million, as compared with government grants of RMB17.0 million for the six months ended 30 June 2019, in relation to the contribution of the Group in technological innovation. The government grants related to the expansion of the production facilities and purchase of new production equipment which are recorded as deferred income and amortised over the periods.

Selling Expenses

Selling expenses decreased by 8.1% from RMB5.4 million for the six months ended 30 June 2019 to RMB5.0 million for the six months ended 30 June 2020. The decrease was primarily due to (i) a decrease in salaries and staff benefits in relation to sales personnel and (ii) decrease in sales activities due to the travel restriction implemented by the government during the first half of 2020 as a result of the COVID-19 pandemic.

Administrative Expenses

Administrative expenses decreased by 18.7% from RMB31.1 million for the six months ended 30 June 2019 to RMB25.3 million for the six months ended 30 June 2020, primarily due to cost control measures adopted by the Group under the impact of the COVID-19 pandemic. The decrease in administrative expenses were attributing to (i) a decrease in research and development costs of RMB1.6 million to RMB5.7 million for the six months ended 30 June 2020; (ii) a decrease in salaries and staff benefits of RMB2.1 million to RMB6.4 million and (iii) a decrease in professional fee of RMB2.7 million to RMB2.7 million, which offset by an increase in provision of accounts receivables of RMB2.3 million to RMB2.4 million, for the six months ended 30 June 2020 as compared with the corresponding period in last year.

Finance Costs

Finance costs decreased by 24.0% from RMB6.4 million for the six months ended 30 June 2019 to RMB4.9 million for the six months ended 30 June 2020, primarily due to the decreased discounting bills and accounts receivable factoring being utilized by the Group.

Income Tax Expenses

Income tax expenses decreased by 3.7% from RMB3.1 million for the six months ended 30 June 2019 to RMB3.0 million for the six months ended 30 June 2020 primarily due to a decrease in our taxable profits. The effective tax rate increased from 14.0% for the six months ended 30 June 2019 to 16.5% for the six months ended 30 June 2020, such decrease was primarily due to decrease in research and development costs. As a result, the amount of additional tax deductible allowance which of the Group can claim has decreased accordingly.

12 Ruifeng Power Group Company Limited

Profit for the Period

As a result of the foregoing, the profit for the period decreased significantly by 20.9% from RMB19.3 million for the six months ended 30 June 2019 to RMB15.3 million for the six months ended 30 June 2020. The net profit margin decreased from 10.3% for the six months ended 30 June 2019 to 9.2% for six months ended 30 June 2020, which was mainly attributable to a decrease in gross profit margin which offset by a decrease in finance costs.

LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE

The operation of the Group is primarily financed by cash generated from operating activities, net proceeds received from the global offering of the Company (the "Global Offering") completed in January 2018 and bank and other borrowings. As of 30 June 2020 and 31 December 2019, the Group had cash and cash equivalents of RMB33.5 million and RMB49.3 million, respectively.

The Group monitors its cash flows and cash balance on a regular basis and seek to maintain optimal level of liquidity that can meet the working capital needs while supporting a healthy level of business and its various growth strategies. In the future, the Group intends to finance its operations through cash generated from operating activities, as well as bank and other borrowings. Other than normal bank borrowings that the Group obtains from commercial banks and potential debt financing plans, the Group does not expect to have any material external debt financing plan in the near future.

Trade and Bills Receivables

The trade and bills receivables decreased by 3.9% from RMB253.0 million as at 31 December 2019 to RMB243.0 million as at 30 June 2020, primarily due to decrease in revenue. The trade and bills receivables turnover days increased from 277 days as at 31 December 2019 to 281 days as at 30 June 2020. Such increase was resulted from the impact of the COVID-19 pandemic and certain customers delayed to settle the bills. The Group will strengthen customer credit risk management to guard against the increase in impairment loss on trade receivables. The impairment losses on trade receivables was slightly increased from RMB12.7 million as at 31 December 2019 to RMB15.1 million as at 30 June 2020.

Trade Payables

The trade payables decreased by 8.1% from RMB102.4 million as at 31 December 2019 to RMB94.0 million as at 30 June 2020 primarily due to decrease in purchase of raw materials for production. The trade payables turnover days as at 31 December 2019 and 30 June 2020 were almost stable at 138 days.

Bank and Other Loans

The bank and other loans slightly increased from RMB120.9 million as at 31 December 2019 to RMB140.0 million as at 30 June 2020, primarily due to increase in the general working capital. As at 30 June 2020, bank and other loans in the amounts of RMB140.0 million (2019: RMB120.9 million) were pledged by property, plant and equipment, right-of-use assets and trade receivables of the Group, the aggregate carrying amount of which such assets was RMB82.6 million (31 December 2019: RMB179.7 million).

2020 Interim Report 13

All bank and other loans as at 30 June 2020 and 31 December 2019 were denominated in RMB at fixed or floating interest rate. The following table sets forth the amount of indebtedness of the Group as at the date indicated:

As at 31

As at 30 June December

20202019

RMB'000 RMB'000

Repayment Schedule

Bank loans

140,000

Within 1 year

120,920

Gearing Ratio

The gearing ratio increased slightly from 12.9% as at 31 December 2019 to 14.6% as at 30 June 2020, such increase was a result of an increase of bank loans and other borrowings of RMB19.1 million.

Gearing ratio equals total debt divided by total equity as at the end of the period/year. Total debt includes all interest-bearing bank and other loans.

Capital Expenditure

For the six months ended 30 June 2020, the capital expenditure of the Group was RMB40.0 million (31 December 2019: RMB92.6 million). The capital expenditure incurred for the six months ended 30 June 2020 primarily related to the construction of new mechanical processing lines for the new products and new precision casting lines for the aluminum alloy rough cast products, purchases of additional equipment and machinery used for improvement of the existing production lines.

Capital Commitments

As at 30 June 2020, the capital commitments of the Group in respect of property, plant and equipment and land use rights contracted amounted for RMB52.9 million (31 December 2019: RMB37.8 million).

Contingent liabilities

As at 30 June 2020, the Group did not have any material contingent liabilities or guarantees (31 December 2019: Nil).

14 Ruifeng Power Group Company Limited

Fluctuation of RMB Exchange Rate and Foreign Exchange Risks

The majority of the Group's business and all bank borrowings are denominated and accounted for in RMB, except for certain payables to professional parties and administrative expenses in Hong Kong office that are denominated in Hong Kong dollars. Therefore, the Group does not have significant exposure to foreign exchange fluctuation. The Board does not expect the fluctuation of RMB exchange rate and other foreign exchange fluctuations will have material impact on the business operations or financial results of the Group. The Group currently has no hedging policy with respect to the foreign exchange risks, therefore, the Group has not entered into any hedging transactions to manage the potential fluctuation in foreign currencies.

SIGNIFICANT INVESTMENTS HELD, AND MATERIAL ACQUISITIONS AND DISPOSALS

The Group had no significant investments held or material acquisitions and disposals of subsidiaries and associated companies during the six months ended 30 June 2020.

EMPLOYEE AND REMUNERATION POLICIES

As at 30 June 2020, the Group had a total of 705 employees (31 December 2019: 747 employees). For the six months ended 30 June 2020, the Group has incurred a total staff costs of approximately RMB26.7 million (six months ended 30 June 2019: RMB31.1 million), representing a decrease of approximately 13.9% as compared with those for six months ended 30 June 2019, which was a result of decrease in our production due to the impact of the COVID-19 pandemic.

The Group believes its success depends on its employees' provision of consistent, high-quality and reliable services. In order to attract, retain and develop the knowledge and skill level of its employees, the Group places a strong emphasis on training for employees. In addition, the Group offers a competitive remuneration package to retain elite employees, including basic salary and performance-based monthly and annual bonuses, and reviews the remuneration package annually according to industry benchmark, financial results of the Group as well as the individual performance of employees.

Waiver of directors' remuneration

Due to the impact of the COVID-19 pandemic, the executive Directors agreed to waive part of director's salary for the year ending 31 December 2020 and agreed to receive the director's salary of RMB40,000 per annum with effect from 1 January 2020.

2020 Interim Report 15

USE OF NET PROCEEDS FROM THE GLOBAL OFFERING

The Company was listed on the Stock Exchange on 5 January 2018. The net proceeds from the Company's issue of new shares in the Global Offering amounted to approximately RMB264.7 million. On 24 November 2019, the Company has resolved to change the use of net proceeds from the Global Offering. Details of the revised allocation of the change in use of net proceeds are set out as follows:

Original

amount

Reallocation

of net

of unutilized

Revised

proceeds

net

use of net

Actual

Unutilised

Designated use set forth in the

from the

proceeds

proceeds

use of net

net

Global

as at 24

from the

proceeds as

proceeds as

prospectus of the Company dated 19

Offering

November

Global

at 30 June

at 30 June

December 2017

%

allocated

2019

Offering

2020

2020

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

Optimisation of the smart

manufacturing process

43.3

114,600

(67,144)

47,456

27,456

20,000*

Purchase of equipment and other

enhancements to strengthen

collaboration with third-party

industry partners

8.5

22,497

(22,497)

-

-

-

Repayment of short-term borrowings

16.3

43,141

40,000

83,141

83,141

-

Construction of new mechanical

processing lines and purchase

of additional machinery and

equipment

15.1

39,964

-

39,964

39,964

-

Enhancement of research and

development capabilities

12.0

31,760

-

31,760

31,760

-

Working capital and general corporate

use

4.8

12,704

11,641

24,345

24,345

-

Settlement of the consideration

under the cooperation agreement

dated 22 November 2019 for

the acquisition of 10.7% equity

interest in Saint Jean Automotive

System (Changshu) Co., Ltd

by the Company ("Cooperation

Agreement")

-

-

38,000

38,000

38,000

-

100.0

264,666

-

264,666

244,666

20,000

  • The Group expected to fully use the proceeds on or before end of 2020.

For more details on change in use of unutilised net proceeds and the details of the Cooperation Agreement, please refer to the related announcements of the Company dated 24 November 2019.

As at 30 June 2020, the unused balance of the proceeds from the Global Offering of approximately RMB20.0 million was placed into short-term demand deposits or time deposits.

As of the date of this report, the Company does not anticipate any change to its plan on the use of proceeds.

16 Ruifeng Power Group Company Limited

MAJOR SUBSEQUENT EVENTS

Save as disclosed in this report, there are no major subsequent events to 30 June 2020 which would materially affect the Group's operating and financial performance as of the date of this report.

INTERIM DIVIDEND

The board of directors of the Company resolved to declare an interim dividend of HK2.0 cents per share for the six months ended 30 June 2020 (six months ended 30 June 2019: Nil). It is expected that the interim dividend will be paid on or around 23 October 2020 to those shareholders whose names are on the register of members of the Company on 25 September 2020.

In order to reward the shareholders for their support and trust in the Company, the Board will consider to declare HK$3 cents per share in the form of a year-end dividend or special dividend when the financial and operating conditions of the Company are suitable for dividend payment along with economic development and market conditions in the second half of the year.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed during the following periods: from 23 September 2020 (Wednesday) to 25 September 2020 (Friday), both days inclusive, for the purpose of ascertaining shareholders' entitlement to the interim dividend. In order to establish entitlements to the interim dividend, the shareholders must ensure that all transfer documents accompanied by the relevant share certificates are lodged for registration with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on 22 September 2020 (Tuesday). During the period mentioned above, no transfers of shares will be registered.

PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES

For the six months ended 30 June 2020 and up to the date of this report, there was no purchase, sale or redemption by the Company or any of its subsidiaries of any listed securities of the Company.

COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE

The Company is committed to maintaining high standards of corporate governance and protecting the interests of its Shareholders in an open manner.

The Board comprises four executive Directors and three independent non-executive Directors. The Board has adopted the code provisions (the "Code Provisions") of the Corporate Governance Code ("CG Code") set out in Appendix 14 to the Listing Rules. Throughout the six months ended 30 June 2020, the Company has fully complied with the Code Provisions, except for the following deviations.

2020 Interim Report 17

Pursuant to code provision A.2.1 of the CG code, the roles of the chairman and the chief executive should be separated and should not be performed by the same individual. However, Mr. Meng Lianzhou currently performs the roles of chairman and chief executive officer of the Company. The Board believes that vesting the roles of both chairman and chief executive officer in the same person has the benefit of ensuring consistent leadership within the Group and enables more effective and efficient overall strategic planning for the Group. The Board considers that the balance of power and authority for the present arrangement will not be impaired and this structure will enable the Company to make and implement decisions promptly and effectively. The Board regularly reviews the need to appoint different individuals to perform the roles of chairman and chief executive officer separately.

Save as disclosed above, the Company has strictly complied with the CG Code. The Directors will review the Group's corporate governance policies and compliance with the CG Code each financial year.

MODEL CODE FOR SECURITIES TRANSACTIONS

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers ("Model Code") as set out in Appendix 10 to the Listing Rules as the Company's code of conduct regarding Directors' securities transactions. Upon specific enquiries, all Directors confirmed that they have complied with the relevant provisions of the Model Code throughout the six months ended 30 June 2020.

DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES

As at the date of this report, the interests and short positions of the Directors and the chief executive of the Company in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of the Securities and Futures Ordinance ("SFO")) as recorded in the register of directors' and chief executive's interests and short positions required to be kept by the Company under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules were as follows:

Approximate

Name of Group

Capacity/Nature

Number and class

percentage of

Name of Director

member

of interest

of securities

shareholding

(Note 1)

Meng Lianzhou

The Company

Interest of

411,042,000

51.38%

("Mr. LZ

controlled

Shares (L)

Meng") (Note

corporation

2)

Dragon Rise

Beneficial owner

5,044 shares of

50.46%

US$1.00 each (L)

18 Ruifeng Power Group Company Limited

Approximate

Name of Group

Capacity/Nature

Number and class

percentage of

Name of Director

member

of interest

of securities

shareholding

(Note 1)

Liu Zhanwen ("Mr.

The Company

Interest of

411,042,000

51.38%

ZW Liu")

controlled

Shares (L)

(Note 2)

corporation

Dragon Rise

Beneficial owner

1,432 shares of

14.32%

US$1.00 each (L)

Zhang Yuexuan

The Company

Interest of

411,042,000

51.38%

("Mr. YX

controlled

Shares (L)

Zhang") (Note

corporation

2)

Dragon Rise

Beneficial owner

2,235 shares of

22.36%

US$1.00 each (L)

Liu Enwang ("Mr.

The Company

Interest of

411,042,000

51.38%

EW Liu") (Note

controlled

Shares (L)

2)

corporation

Dragon Rise

Beneficial owner

1,286 shares of

12.86%

US$1.00 each (L)

Notes:

  1. The letter "L" denotes a person's long position (as defined under Part XV of the SFO) in the Shares.
  2. These 411,042,000 Shares are held by Dragon Rise, the issued shares of which are owned as to approximately 50.46% by Mr. Meng Lianzhou, approximately 14.32% by Mr. ZW Liu, approximately 22.36% by Mr. YX Zhang and approximately 12.86% by Mr. EW Liu respectively. On 28 August 2017, Mr. Meng Lianzhou, Mr. YX Zhang, Mr. EW Liu and Mr. ZW Liu entered into a concert party agreement to, among others, confirm their acting-in-concert agreement. Under the SFO, each of Mr. Meng Lianzhou, Mr. YX Zhang, Mr. EW Liu and Mr. ZW Liu is taken to be interested in the Shares beneficially owned by Dragon Rise.

DIRECTORS' REPORT

Save as disclosed above, as at the date of this report, none of the Directors or the chief executive of the Company had any interests or short positions in the shares, underlying shares and debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO), as recorded in the register required to be kept under Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers.

2020 Interim Report 19

I N T E R E S T S A N D S H O R T P O S I T I O N S O F T H E S U B S TA N T I A L SHAREHOLDERS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANY

As at the date of this report, the interests and short positions of the persons (other than a Director or chief executive of the Company) in the Shares and underlying Shares of the Company as recorded in the register required to be kept by the Company pursuant to Section 336 of SFO and based on the information available were as follows:

Capacity/Nature

Number and class

Approximate

Name of Shareholders

percentage of

of interest

of securities

shareholding

(Note 1)

Dragon Rise

Beneficial owner

411,042,000

51.38%

Shares (L)

Ms. Zhao Jingmei

Interest of spouse

411,042,000

51.38%

("Ms. Zhao") (Note 2)

Shares (L)

Ms. Meng Dongdong

Interest of spouse

411,042,000

51.38%

(孟冬冬) (Note 3)

Shares (L)

Ms. Xiao Zhiru (肖智茹)

Interest of spouse

411,042,000

51.38%

(Note 4)

Shares (L)

Ms. Wang Sujuan (王素娟)

Interest of spouse

411,042,000

51.38%

(Note 5)

Shares (L)

Radiant Path Holding

Beneficial owner

67,868,000

8.48%

Limited ("Radiant Path")

Shares (L)

Mr. Wang Shiying ("Mr.

Interest of

67,868,000

8.48%

Wang") (Note 6)

controlled

Shares (L)

corporation

Ms. Yin Shujuan ("Ms.

Interest of spouse

67,868,000

8.48%

Yin") (Note 7)

Shares (L)

Great Ally Enterprises

Beneficial owner

46,864,000

5.86%

Limited ("Great Ally")

Shares (L)

Mr. Zhang Zhanbiao ("Mr.

Interest of

46,864,000

5.86%

ZB Zhang") (Note 8)

controlled

Shares (L)

corporation

Ms. Zhu Yunchuan (朱雲川)

Interest of spouse

46,864,000

5.86%

(Note 9)

Shares (L)

Rosy Raise Limited ("Rosy

Beneficial owner

46,864,000

5.86%

Raise")

Shares (L)

Ms. Liu Meiling ("Ms. ML

Interest of

46,864,000

5.86%

Liu") (Note 10)

controlled

Shares (L)

corporation

Mr. Li Xunye (李訓業)

Interest of spouse

46,864,000

5.86%

(Note 11)

Shares (L)

20 Ruifeng Power Group Company Limited

Notes:

  1. The letter "L" denotes a long position in the Shares.
  2. Ms. Zhao is the spouse of Mr. Meng Lianzhou. Under the SFO, she is taken to be interested in the Shares in which Mr. Meng Lianzhou is interested.
  3. Ms. Meng Dongdong (孟冬冬) is the spouse of Mr. ZW Liu. Under the SFO, she is taken to be interested in the Shares in which Mr. ZW Liu is interested.
  4. Ms. Xiao Zhiru (肖智茹) is the spouse of Mr. YX Zhang. Under the SFO, she is taken to be interested in the Shares in which Mr. YX Zhang is interested.
  5. Ms. Wang Sujuan (王素娟) is the spouse of Mr. EW Liu. Under the SFO, she is taken to be interested in the Shares in which Mr. EW Liu is interested.
  6. These 67,868,000 Shares are beneficially owned by Radiant Path, which is wholly owned by Mr. Wang. Under the SFO, he is taken to be interested in the Shares beneficially owned by Radiant Path.
  7. Ms. Yin is the spouse of Mr. Wang. Under the SFO, she is taken to be interested in the Shares in which Mr. Wang is interested.
  8. These 46,864,000 Shares are beneficially owned by Great Ally, which is wholly owned by Mr. ZB Zhang. Under the SFO, he is taken to be interested in the Shares beneficially owned by Great Ally.
  9. Ms. Zhu Yunchuan (朱雲川) is the spouse of Mr. ZB Zhang. Under the SFO, she is taken to be interested in the Shares in which Mr. ZB Zhang is interested.
  10. These 46,864,000 Shares are beneficially owned by Rosy Raise, which is wholly owned by Ms. ML Liu. Under the SFO, she is taken to be interested in the Shares beneficially owned by Rosy Raise.
  11. Mr. Li Xunye (李訓業) is the spouse of Ms. ML Liu. Under the SFO, he is taken to be interested in the Shares in which Ms. ML Liu is interested.

Save as disclosed above, as at the date of this report, other than the Directors and the chief executive of the Company whose interests are set out in the paragraph headed "Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures" above, no person had interest or short position in the Shares or underlying Shares of the Company which were required to be recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO.

SHARE OPTION SCHEME

During the period under review, no option has been granted, exercised or cancelled and there has been no movement of any options granted (if any) under the share option scheme adopted by the Company on 11 December 2017.

2020 Interim Report 21

AUDIT COMMITTEE

The Company has established an audit committee ("Audit Committee") which comprises three independent non-executive Directors.

The Audit Committee, together with the management have reviewed the accounting principles and policies adopted by the Group and discussed the internal control and financial reporting matters including a review of the interim results of the Group for the six months ended 30 June 2020.

On behalf of the Board

Ruifeng Power Group Company Limited

Meng Lianzhou

Chairman

Shenzhou, the PRC, 24 August 2020

22 Ruifeng Power Group Company Limited

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

for the six months ended 30 June 2020 - unaudited (Expressed in Renminbi ("RMB"))

Six months ended 30 June

2020

2019

Note

RMB'000

RMB'000

Revenue

4

165,972

187,121

Cost of sales

(130,296)

(143,635)

Gross profit

4(b)

35,676

43,486

Other income

5

17,753

21,882

Selling expenses

(4,978)

(5,414)

Administrative expenses

(25,291)

(31,097)

Profit from operations

23,160

28,857

Finance costs

6(a)

(4,872)

(6,412)

Profit before taxation

6

18,288

22,445

Income tax

7

(3,026)

(3,141)

Profit attributable to equity shareholders

of the Company for the period

15,262

19,304

Earnings per share

1.91

Basic and diluted (RMB cent)

8

2.41

The notes on pages 31 to 42 form part of this interim financial report.

2020 Interim Report 23

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

for the six months ended 30 June 2020 - unaudited (Expressed in RMB)

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Profit for the period

15,262

19,304

Other comprehensive income for the period

(after tax):

Item that may be reclassified subsequently to

profit or loss

- Exchange differences on translation of

financial statements into presentation

665

currency

462

Total comprehensive income attributable to

equity shareholders of the Company for the

period

15,927

19,766

The notes on pages 31 to 42 form part of this interim financial report.

24 Ruifeng Power Group Company Limited

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

at 30 June 2020 - unaudited (Expressed in RMB)

At 30

At 31

June

December

Note

2020

2019

RMB'000

RMB'000

Non-current assets

687,601

Property, plant and equipment

9

671,419

Right-of-use assets

10

112,946

113,753

Deferred tax assets

16

11,947

12,173

812,494

797,345

Current assets

154,407

Inventories

11

161,239

Trade and other receivables

12

322,100

304,231

Prepaid income tax

5,344

7,247

Cash and cash equivalents

13

33,476

49,283

515,327

522,000

Current liabilities

171,414

Trade and other payables

14

194,429

Bank and other loans

15(a)

140,000

120,920

Lease liabilities

488

67

Provision for warranties

17

1,846

1,809

313,748

317,225

Net current assets

201,579

204,775

Total assets less current liabilities

1,014,073

1,002,120

2020 Interim Report 25

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

at 30 June 2020 - unaudited (continued) (Expressed in RMB)

At 30

At 31

June

December

Note

2020

2019

RMB'000

RMB'000

Non-current liabilities

50,506

Deferred income

18

54,019

Deferred tax liabilities

16

4,857

4,857

Provision for warranties

17

2,465

2,926

57,828

61,802

NET ASSETS

956,245

940,318

CAPITAL AND RESERVES

19

66,425

Share capital

66,425

Reserves

889,820

873,893

TOTAL EQUITY

956,245

940,318

Approved and authorised for issue by the board of directors on 24 August 2020.

Meng Lianzhou

Liu Enwang

Chairman

Director

The notes on pages 31 to 42 form part of this interim financial report.

26 Ruifeng Power Group Company Limited

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six months ended 30 June 2020 - unaudited (Expressed in RMB)

Attributable to equity shareholders of the Company

Share

Statutory

Exchange

Retained

Note

Share capital

premium

reserve

reserve

profits

Total equity

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

Balance at 1 January 2019

66,425

149,670

21,384

6,449

662,236

906,164

Changes in equity for the six months

ended 30 June 2019:

Profit for the period

-

-

-

-

19,304

19,304

Other comprehensive income for the

period

-

-

-

462

-

462

Total Comprehensive income

-

-

-

462

19,304

19,766

Balance at 30 June 2019

66,425

149,670

21,384

6,911

681,540

925,930

Changes in equity for the six months

ended 31 December 2019:

Profit for the period

-

-

-

-

10,811

10,811

Other comprehensive income for the

period

-

-

-

3,577

-

3,577

Total comprehensive income

-

-

-

3,577

10,811

14,388

Appropriation to reserves

-

-

3,624

-

(3,624)

-

Balance at 31 December 2019

66,425

149,670

25,008

10,488

688,727

940,318

The notes on pages 31 to 42 form part of this interim financial report.

2020 Interim Report 27

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six months ended 30 June 2020 - unaudited (continued) (Expressed in RMB)

Attributable to equity shareholders of the Company

Share

Statutory

Exchange

Retained

Note

Share capital

premium

reserve

reserve

profits

Total equity

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

Balance at 1 January 2020

66,425

149,670

25,008

10,488

688,727

940,318

Changes in equity for the six months

ended 30 June 2020:

-

-

-

-

15,262

15,262

Profit for the period

Other comprehensive income for the

-

-

-

665

-

665

period

Total Comprehensive income

-

-

-

665

15,262

15,927

Balance at 30 June 2020

66,425

149,670

25,008

11,153

703,989

956,245

The notes on pages 31 to 42 form part of this interim financial report.

28 Ruifeng Power Group Company Limited

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

for the six months ended 30 June 2020 - unaudited (Expressed in RMB)

Six months ended 30 June

2020

2019

Note

RMB'000

RMB'000

Cash flows from operating activities

34,763

Cash generated from operations

50,881

Income tax paid

(897)

(3,655)

Net cash generated from operating

activities

33,866

47,226

Cash flows from investing activities

Payments for acquisition of property, plant

(58,521)

and equipment and lease prepayments

(49,769)

Deposits paid for potential investments

12(i)

(15,812)

-

Other cash flows arising from investing

692

activities

1,091

Net cash used in investing activities

(73,641)

(48,678)

The notes on pages 31 to 42 form part of this interim financial report.

2020 Interim Report 29

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

for the six months ended 30 June 2020 - unaudited (continued) (Expressed in RMB)

Six months ended 30 June

2020

2019

Note

RMB'000

RMB'000

Cash flows from financing activities

(134)

Capital element of lease rentals paid

(139)

Interest element of lease rentals paid

(7)

(21)

Proceeds from bank and other loans

115,000

170,000

Repayment of bank and other loans

(87,920)

(162,400)

Other cash flows (used in)/arising from

(2,883)

financing activities

15,231

Net cash generated from financing

activities

24,056

22,671

Net (decrease)/increase in cash and cash

equivalents

(15,719)

21,219

Cash and cash equivalents at the

beginning of the period

13

49,283

170,036

Effect of foreign exchange rate changes

(88)

(464)

Cash and cash equivalents at the end of

the period

13

33,476

190,791

The notes on pages 31 to 42 form part of this interim financial report.

30 Ruifeng Power Group Company Limited

NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT

(Expressed in RMB unless otherwise indicated)

  1. CORPORATE INFORMATION
    Ruifeng Power Group Company Limited (the "Company") was incorporated in the Cayman Islands on 2 May 2017 as an exempted company with limited liability under the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. The Company's shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") on 5 January 2018 (the "Listing Date"). The Company and its subsidiaries (collectively referred to as the "Group") are principally engaged in the design, manufacture and sale of cylinder blocks and cylinder heads.
  2. BASIS OF PREPARATION
    This interim financial report has been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the Stock Exchange, including compliance with International Accounting Standard ("IAS") 34, Interim financial reporting , issued by the International Accounting Standards Board (the "IASB"). It was authorised for issue on 24 August 2020.
    The interim financial report has been prepared in accordance with the same accounting policies adopted in the 2019 annual financial statements.
    The preparation of an interim financial report in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.
    This interim financial report contains condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2019 annual financial statements. The condensed consolidated interim financial statements and notes thereon do not include all of the information required for full set of financial statements prepared in accordance with International Financial Reporting Standards ("IFRSs").
    The financial information relating to the financial year ended 31 December 2019 that is included in the interim financial report as comparative information does not constitute the Company's annual consolidated financial statements for that financial year but is derived from those financial statements. Statutory financial statements for the year ended 31 December 2019 are available from the Company's registered office. The auditors have expressed an unqualified opinion on those financial statements in their report dated 31 March 2020.
  3. CHANGES IN ACCOUNTING POLICIES
    The IASB has issued a number of new or revised IFRSs that are first effective for the current accounting period of the Group. Of these, the followings are relevant to the Group.

Amendments to IFRS 3

Definition of a Business

Amendments to IFRS 7, IFRS 9 and IAS 39

Interest Rate Benchmark Reform

Amendments to IAS 1 and IAS 8

Definition of Material

Amendments to IFRS 16

Covid-19-Related Rent Concessions

Conceptual Framework for Financial Reporting

(Revised)

The application of the new or amended IFRSs did not have any significant impact on the Group's accounting policies.

2020 Interim Report 31

4 REVENUE AND SEGMENT REPORTING

The Group is principally engaged in the manufacture and sale of cylinder blocks and cylinder heads.

  1. Disaggregation of revenue
    Disaggregation of revenue from contracts with customers by major products is as follows:

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Revenue from contracts with customers within

the scope of IFRS 15

Disaggregated by major products:

- Sales of cylinder blocks

134,725

144,905

- Sales of cylinder heads

28,157

30,056

- Sales of ancillary cylinder block components

3,090

12,160

165,972

187,121

Disaggregation of revenue from contracts with customers by the timing of revenue recognition and by geographical market is disclosed in Notes 4(b)(i) and 4(b)(ii).

  1. Segment reporting
    The Group manages its businesses by products. In a manner consistent with the way in which information is reported internally to the Group's most senior executive management for the purposes of resource allocation and performance assessment, the Group has presented the following three reportable segments. No operating segments have been aggregated to form the following reportable segments.
    • Cylinder blocks: this segment includes primarily the research, development, manufacture and sale of cylinder blocks.
    • Cylinder heads: this segment includes primarily the research, development, manufacture and sale of cylinder heads.
    • Ancillary cylinder block components: this segment includes primarily the manufacture and sale of ancillary cylinder block components used in cylinder blocks and cylinder heads not covered by the Group's warranty policies.
  1. Segment results, assets and liabilities
    For the purposes of assessing segment performance and allocating resources between segments, the Group's most senior executive management monitors the results attributable to each reportable segment on the following bases:
    Revenue and expenses are allocated to the reportable segments with reference to sales generated by those segments and the expenses incurred by those segments. The measure used for reporting segment result is gross profit. No inter-segment sales have occurred for the six months ended 30 June 2020 and 2019. Assistance provided by one segment to another, including sharing of assets and technical know-how, is not measured.
    The Group's other operating income and expenses, such as other income and selling and administrative expenses, and assets and liabilities are not measured under individual segments. Accordingly, neither information on segment assets and liabilities nor information concerning capital expenditure, interest income and interest expenses is presented.

32 Ruifeng Power Group Company Limited

4 REVENUE AND SEGMENT REPORTING (continued)

  1. Segment reporting (continued)
  1. Segment results, assets and liabilities (continued)
    Disaggregation of revenue from contracts with customers by the timing of revenue recognition, as well as information regarding the Group's reportable segments as provided to the Group's most senior executive management for the purposes of resource allocation and assessment of segment performance for the six months ended 30 June 2020 and 2019 is set out below.

Six months ended 30 June 2020

Ancillary

Cylinder

cylinder block

blocks

Cylinder heads

components

Total

RMB'000

RMB'000

RMB'000

RMB'000

Revenue from external

customers recognised at a

134,725

28,157

3,090

165,972

point in time

Reportable segment gross

26,735

7,876

1,065

35,676

profit

Six months ended 30 June 2019

Ancillary

cylinder block

Cylinder blocks

Cylinder heads

components

Total

RMB'000

RMB'000

RMB'000

RMB'000

Revenue from external

customers recognised at a

point in time

144,905

30,056

12,160

187,121

Reportable segment gross

profit

32,255

10,216

1,015

43,486

  1. Geographic information
    The Group's revenue is substantially generated from sales to customers in the PRC. The Group's operating assets are substantially situated in the PRC. Accordingly, no segment analysis based on geographical locations of the customers and assets is provided.

5

OTHER INCOME

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Government grants (including amortisation of

17,133

deferred income, see Note 18)

20,212

Interest income

50

696

Net (loss)/gain on disposal of property, plant and

(27)

equipment

3

Others

597

971

17,753

21,882

2020 Interim Report 33

6 PROFIT BEFORE TAXATION

Profit before taxation is arrived at after charging:

(a)

Finance costs

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Interest on bank and other loans

3,845

5,484

Bank charges and others

1,020

907

Interest on lease liabilities

7

21

4,872

6,412

No borrowing costs have been capitalised for the six months ended 30 June 2020 and 2019.

(b)

Staff costs#

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Salaries, wages and other benefits

26,392

28,225

Contributions to defined contribution retirement

plan

346

2,844

26,738

31,069

The employees of the subsidiaries of the Group established in the PRC (other than Hong Kong) participate in a defined contribution retirement benefit plan managed by the local government authority. Employees of these subsidiaries are entitled to retirement benefits, calculated based on a percentage of the defined salaries level in the PRC (other than Hong Kong), from the above mentioned retirement plan at their normal retirement age.

The Group also operates a Mandatory Provident Fund Scheme (the "MPF Scheme") under the Hong Kong Mandatory Provident Fund Scheme Ordinance for employees employed under the jurisdiction of the Hong Kong Employment Ordinance. The MPF Scheme is a defined contribution retirement plan administered by an independent trustee. Under the MPF Scheme, the employer and its employees are each required to make contributions to the plan at 5% of the employees' relevant income, subject to a cap of monthly relevant income of Hong Kong Dollar ("HK$") 30,000. Contributions to the MPF Scheme vest immediately.

The Group has no further material obligation for payment of other retirement benefits beyond the above contributions.

34 Ruifeng Power Group Company Limited

6

PROFIT BEFORE TAXATION (continued)

(c)

Other items

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Depreciation charge

- owned property, plant and equipment

31,175

31,168

- right-of-use assets

1,362

1,415

Impairment losses on trade and other receivables

2,429

135

Operating lease charges of short-term leases

58

55

Provision for warranties (Note 17)

52

175

Research and development costs

5,717

7,353

Cost of inventories# (Note 11(b))

130,296

143,635

  • Cost of inventories for the six months ended 30 June 2020 include RMB44,471,000 (six months ended 30 June 2019: RMB46,956,000) relating to staff costs, and depreciation and amortisation, which amount is also included in the respective total amounts disclosed separately above or in Note 6(b) for each of these types of expenses.

7

INCOME TAX

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Current taxation - PRC Corporate Income Tax

2,800

2,656

Deferred taxation (Note 16)

226

485

3,026

3,141

The Company and a subsidiary of the Group incorporated in the British Virgin Islands are not subject to any income tax pursuant to the rules and regulations of their respective countries of incorporation.

The Company and a subsidiary of the Group incorporated in Hong Kong is subject to Hong Kong Profits Tax rate of 16.5% for the six months ended 30 June 2020 (six months ended 30 June 2019: 16.5%).

The companies of the Group established in the PRC (excluding Hong Kong) are subject to PRC Corporate Income Tax rate of 25% for the six months ended 30 June 2020 (six months ended 30 June 2019: 25%).

In 2018, one of the Group's subsidiaries established in the PRC has obtained approval from the relevant tax bureau to be taxed as an advanced and new technology enterprise for the calendar years from 2015 to 2020. Pursuant to the relevant tax regulations this subsidiary is entitled to a preferential tax rate of 15%. In addition to the preferential PRC Corporate Income Tax rate, this subsidiary is also entitled to an additional tax deductible allowance calculated at 75% of the qualified research and development costs incurred by this subsidiary.

2020 Interim Report 35

8 EARNINGS PER SHARE

  1. Basic earnings per share
    The calculation of basic earnings per share is based on the profit attributable to the equity shareholders of the Company of RMB15,262,000 (six months ended 30 June 2019: RMB19,304,000) and the weighted average of 800,000,000 ordinary shares (six months ended 30 June 2019: 800,000,000) in issue during the interim period.
  2. Diluted earnings per share
    There was no difference between basic and diluted earnings per share as the Company did not have any dilutive potential shares outstanding during the six months ended 30 June 2020 and 2019.
  1. PROPERTY, PLANT AND EQUIPMENT
    During the six months ended 30 June 2020, the Group acquired items of plant and machinery with a cost of RMB40,020,000 (six months ended 30 June 2019: RMB40,281,000). Items of plant and machinery with a net book value of RMB669,000 were disposed of during the six months ended 30 June 2019 (six months ended 30 June 2019: RMB1,010,000).
  2. RIGHT-OF-USEASSETS
    The right-of-use assets represent the land use rights paid by the Group for land situated in the PRC and the leased office premises in Hong Kong. The lease terms of land use right range from 50 to 70 years and leased office premises is 2 years.
  3. INVENTORIES
  1. Inventories in the consolidated statement of financial position comprise:

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Raw materials

47,491

45,674

Work in progress

55,945

60,715

Finished goods

60,661

64,540

164,097

170,929

Less: Write-down of inventories

(9,690)

(9,690)

154,407

161,239

  1. The analysis of the amount of inventories recognised as an expense and included in the consolidated statement of profit or loss is as follows:

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Carrying amount of inventories sold

130,296

143,381

Write-down of inventories

-

254

130,296

143,635

36 Ruifeng Power Group Company Limited

12

TRADE AND OTHER RECEIVABLES

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Trade receivables

199,531

186,781

Less: Loss allowance

(15,138)

(12,709)

184,393

174,072

Bills receivables (Note (iii))

58,619

78,882

Financial assets measured at amortised cost

243,012

252,954

Prepayment for an investment to a target company

(Note (i))

39,257

23,446

Prepayments and other deposits

39,831

24,264

Deductible value-added tax

-

3,567

332,100

304,231

  1. On 22 November 2019, the Company entered into a cooperation agreement, pursuant to which the Company would acquire the 10.7% equity interest of a target company which is mainly engaged in design and manufacturing of power systems, braking systems, vehicle spare parts and components. The consideration for the acquisition was EUR5,000,000 and was settled by two instalments. On 18 December 2019, the first instalment amounting to EUR3,000,000 was paid by the Company and was recognised as a prepayment. The Group paid an further deposits amounting to EUR2,000,000 (equivalent to RMB15,812,000) was settled in January 2020. The Company shall enjoy and assume all rights and obligations in connection with share interests in the target company after completing the registration of industrial and commercial changes and the procedures for business filing for the target company.
  2. All of the trade and other receivables are expected to be recovered or recognised as expenses within one year.
  3. At 30 June 2020, the aggregate carrying amounts of bills receivable pledged for the Group's loans is Nil (31 December 2019: RMB8,000,000) (see Note 15(b)).

The ageing analysis of trade and bills receivables, included in trade and other receivables, based on the invoice date and net of loss allowance, of the Group is as follows:

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Less than 1 month

93,654

89,067

1 to 3 months

64,932

70,881

3 to 6 months

50,745

42,087

Over 6 months

33,681

50,919

243,012

252,954

2020 Interim Report 37

13 CASH AND CASH EQUIVALENTS

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Cash on hand and at bank

33,476

49,283

The Group's operation in the PRC (excluding Hong Kong) conducted its business in RMB. RMB is not a freely convertible currency and the remittance of funds out of the PRC (excluding Hong Kong) is subject to the exchange restrictions imposed by the PRC government.

14

TRADE AND OTHER PAYABLES

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Trade payables

94,046

102,358

Payables for construction of property, plant and

equipment

56,651

66,093

Payables for staff related costs

5,960

9,159

Payables for other taxes

1,225

2,490

Others

13,532

14,329

77,368

92,701

Financial liabilities measured at amortised cost

171,414

194,429

All of the trade and other payables are expected to be settled or recognised as income within one year or are repayable on demand.

The ageing analysis of trade payables, which are included in trade and other payables, based on the invoice date, is as follows:

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Less than 1 month

29,917

34,775

1 to 3 months

29,521

27,402

3 to 6 months

18,401

23,407

Over 6 months

16,207

16,774

94,046

102,358

38 Ruifeng Power Group Company Limited

15 BANK AND OTHER LOANS

  1. The Group's short-term bank and other loans comprise:

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Short-term bank loans:

- secured by property, plant and equipment and

lease prepayments

140,000

112,920

- secured by bills receivable

-

8,000

140,000

120,920

  1. At 30 June 2020, the aggregate carrying amount of property, plant and equipment, right-of-use assets and trade receivables pledged for the Group's short-term bank loans is RMB82,636,000 (31 December 2019: RMB179,716,000).

16 DEFERRED TAX ASSETS AND LIABILITIES

The components of deferred tax assets and liabilities recognised in the consolidated statement of financial position and the movements during the year/period are as follows:

Assets

Liabilities

Government

grants and

Retained

subsequent

Provision for

Write-down of

Credit loss

profits to be

amortisation

warranties

inventories

allowance

distributed

Total

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

At 1 January 2019

8,295

831

992

100

(4,857)

5,361

(Charged)/credited to the

consolidated statement of

profit or loss

(192)

(120)

461

1,806

-

1,955

At 31 December 2019

8,103

711

1,453

1,906

(4,857)

7,316

(Charged)/credited to the

consolidated statement of

profit or loss

(528)

(63)

-

365

-

(226)

At 30 June 2020

7,575

648

1,453

2,271

(4,857)

7,090

2020 Interim Report 39

17 PROVISION FOR WARRANTIES

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

At the beginning of the period

4,735

5,542

Provisions made

52

658

Provisions utilised

(476)

(1,465)

At the end of the period

4,311

4,735

Less: Amount included under "current liabilities"

(1,846)

(1,809)

2,465

2,926

Under the terms of the Group's sales agreements, the Group will rectify any product defects arising within the warranty period, which primarily ranges from one to three years from the date of customer acceptance. Provision is therefore made for the best estimate of the expected settlement under these agreements in respect of products sold which are still within the warranty period. The amount of provision takes into account the Group's recent claim experience and is only made where a warranty claim is probable.

18 DEFERRED INCOME

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

At the beginning of the period

54,019

55,301

Additions

-

5,342

Credited to the consolidated statement of profit or

loss

(3,513)

(6,624)

At the end of the period

50,506

54,019

Deferred income represents government grants received to compensate the Group's cost of construction of property, plant and equipment. The grants are amortised over the useful lives of the related property, plant and equipment.

40 Ruifeng Power Group Company Limited

19 CAPITAL, RESERVES AND DIVIDENDS

  1. Dividends
    1. Dividends payable to equity shareholders of the Company attributable to the interim period
      The Board resolved on 24 August 2020 that an interim dividend of HK$2.0 cents per share for the six months ended 30 June 2020 (six months ended 30 June 2019: Nil) is to be distributed to the equity shareholders of the Company. The interim dividend has not been recognised as a liability at the end of the reporting period.
    2. Dividends payable to equity shareholders of the Company attributable to the previous financial year, approved during the interim period
      The directors of the Company did not recommend the payment of a dividend in respect of year ended 31 December 2019.
  2. Share capital
    Movements in the Company's issued share capital are as follows:

Six months ended

Six months ended

30 June 2020

30 June 2019

Nominal value

Nominal value

Number of

of Ordinary

Number of

of Ordinary

shares

shares

shares

shares

RMB'000

RMB'000

Ordinary shares, issued and

fully paid:

At 1 January

800,000,000

66,425

800,000,000

66,425

At 30 June

800,000,000

66,425

800,000,000

66,425

  1. Capital management
    The Group's primary objectives when managing capital are to safeguard the Group's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, by pricing products and services commensurately with the level of risk and by securing access to finance at a reasonable cost.
    The Group actively and regularly reviews and manages its capital structure to maintain a balance between the higher shareholders returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position, and makes adjustments to the capital structure in light of changes in economic conditions.
    The Group monitors its capital structure on the basis of an adjusted net debt-to-capital ratio. For this purpose, adjusted net debt is defined as total debt (which includes interest-bearing loans and borrowings, and lease liabilities but excludes redeemable preference shares) plus unaccrued proposed dividends, less cash and cash equivalents. Adjusted capital comprises all components of equity and redeemable preference shares, other than amounts recognised in equity relating to cash flow hedges, less unaccrued proposed dividends.

2020 Interim Report 41

20

COMMITMENTS

(a)

Capital commitments

At 30 June

At 31 December

2020

2019

RMB'000

RMB'000

Commitments in respect of property, plant and

equipment and land use rights:

- Contracted for

52,936

37,777

21 MATERIAL RELATED PARTY TRANSACTIONS

Key management personnel remuneration

Remuneration for key management personnel of the Group, including amounts paid to the Company's directors and senior management, is as follows:

Six months ended 30 June

2020

2019

RMB'000

RMB'000

Short-term employee benefits

1,777

1,557

Contributions to defined contribution retirement

plan

11

36

1,788

1,593

42 Ruifeng Power Group Company Limited

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Ruifeng Power Group Company Ltd. published this content on 22 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2020 11:49:00 UTC