424B3 1 v410196_424b3.htm 424B3

 

Filed Pursuant to Rule 424(b)(3)

SEC File No. 333-185212

 

 

Prospectus Supplement No. 1

(To Prospectus dated April 29, 2015)

 

Plastec Technologies, Ltd.

 

12,093,935 Ordinary Shares (for Resale)

 

 

 

This Prospectus Supplement No. 1 amends and supplements the Prospectus dated April 29, 2015 relating to 12,093,935 ordinary shares of Plastec Technologies, Ltd. that may be sold from time to time by the Selling Securityholders set forth in the Prospectus.

 

We will not receive any proceeds from the sale of the securities under this prospectus.

 

The securities are being registered to permit the Selling Securityholders to sell the securities from time to time in the public market at prices determined by the prevailing market prices or in privately negotiated transactions. Information regarding the Selling Securityholders, the amounts of ordinary shares that may be sold by them and the times and manner in which they may offer and sell the ordinary shares under this prospectus is provided under the sections titled “Selling Securityholders” and “Plan of Distribution,” respectively, in the Prospectus. We do not know when or in what amount the Selling Securityholders may offer the securities for sale. The Selling Securityholders may sell any, all, or none of the securities offered by this prospectus.

 

Our ordinary shares are quoted on the OTC Bulletin Board under the symbols “PLTYF”. As of May 8, 2015, the closing sale price of our ordinary shares was $6.50 per share.

 

This Prospectus Supplement No. 1 is being filed to include the information set forth in the Report of Foreign Private Issuer on Form 6-K filed on May 12, 2015, which is set forth below. This Prospectus Supplement No. 1 should be read in conjunction with the Prospectus dated April 29, 2015, which is to be delivered with this prospectus supplement. This Prospectus Supplement No. 1 is not complete without, and may not be delivered or utilized except in conjunction with, the Prospectus, including any amendments or supplements thereto.

 

Investing in our securities involves significant risks. See the section entitled “Risk Factors” beginning on page 4 of the Prospectus to read about factors you should consider before buying our securities.

 

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

 

The date of this Prospectus Supplement No. 1 is May 12, 2015.

 

 
 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of: May 2015

 

Commission File Number: 000-53826

 

PLASTEC TECHNOLOGIES, LTD.

(Translation of registrant’s name into English)

 

Unit 01, 21/F, Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.Form 20-F  x Form 40-F o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.Yes o  No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________.

 

 
 

 

Unaudited Financial Statements

 

This Report of Foreign Private Issuer on Form 6-K by Plastec Technologies, Ltd. (“we, “us”, “our” or the “Company”) contains the Company’s unaudited financial results for its fiscal year 2015 first quarter ended March 31, 2015.

 

Forward Looking Statement

 

This Report of Foreign Private Issuer on Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates”, “believes”, “expects”, “can”, “continue”, “could”, “estimates”, “intends”, “may”, “plans”, “potential”, “predict”, “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The information in this Report of Foreign Private Issuer on Form 6-K is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot and does not guarantee future results, levels of activity, performance or achievements. The Company’s expectations are as of the date this Report of Foreign Private Issuer on Form 6-K is filed, and the Company does not intend to update any of the forward-looking statements after the date this Report of Foreign Private Issuer on Form 6-K is filed to conform these statements to actual results, unless required by law.

 

The forward-looking statements included in this Report of Foreign Private Issuer on Form 6-K are subject to risks, uncertainties and assumptions about our businesses and business environments. These statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results of our operations may differ materially from information contained in the forward-looking statements as a result of risk factors some of which include, among other things: continued compliance with government regulations; changing legislation or regulatory environments; requirements or changes affecting the business in which the Company is engaged; industry trends, including factors affecting supply and demand; labor and personnel relations; credit risks affecting the Company's revenue and profitability; changes in the plastic industry; the Company’s ability to effectively manage its growth, including implementing effective controls and procedures and attracting and retaining key management and personnel; changing interpretations of generally accepted accounting principles; general economic conditions; and other relevant risks detailed in the Company’s filings with the Securities and Exchange Commission.

 

 
 

 

 

PLASTEC TECHNOLOGIES, LTD.

 

CONSOLIDATED BALANCE SHEETS

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

 

  

(Unaudited)

March 31,

  

(Audited)

December 31,

 
   2015   2014 
   HK$   HK$ 
ASSETS          
Current assets          
Cash and cash equivalents   550,321    528,527 
Trade receivables, net of allowances for doubtful accounts of HK$nil, and HK$nil as of December 31, 2014 and March 31, 2015, respectively   275,848    278,553 
Inventories   88,171    96,030 
Deposits, prepayment and other receivables   65,633    50,204 
Total current assets   979,973    953,314 
           
Property, plant and equipment, net   284,608    283,500 
Prepaid lease payments, net   19,310    19,692 
Deferred tax assets   16,277    14,212 
Intangible assets   438    438 
Total assets   1,300,606    1,271,156 
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Current liabilities          
Bank borrowings   21,429    21,429 
Trade payables   110,540    125,854 
Other payables and accruals   105,105    103,576 
Dividend payables   20,183    - 
Tax payable   62,132    58,736 
Total current liabilities   319,389    309,595 
           
Bank borrowings   28,571    28,571 
Total liabilities   347,960    338,166 
           
Commitments and contingencies   -    - 
           
Shareholders’ equity          
Ordinary shares (US$0.001 par value; 100,000,000 authorized 12,938,128 and 12,938,128 shares issued and outstanding as of December 31, 2014 and March 31, 2015, respectively)   101    101 
Additional paid-in capital   26,049    26,049 
Accumulated other comprehensive income   14,981    10,137 
Retained earnings   911,515    896,703 
Total shareholders’ equity   952,646    932,990 
           
Total liabilities and shareholders’ equity   1,300,606    1,271,156 

 

 

 
 

 

PLASTEC TECHNOLOGIES, LTD.

 

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

 

     
  

For the 3-month

period ended March 31,

 
   2015   2014 
    HK$    HK$ 
           
           
Revenues   292,892    274,253 
Cost of revenues   (218,926)   (208,547)
Gross profit   73,966    65,706 
           
Operating income/(expenses), net          
Selling, general and administrative expenses   (32,361)   (29,850)
Other income   297    57 
Gain on disposal of a subsidiary   -    32,162 
Written-off of property, plant and equipment   (433)   (440)
Gain on disposal of property, plant and equipment   137    188 
Total operating (expenses)/income, net   (32,360)   2,117 
           
Income from operations   41,606    67,823 
           
Interest income   651    167 
Interest expense   (313)   (420)
Income before income tax expense   41,944    67,570 
           
Income tax expense   (6,949)   (6,005)
Net income   34,995    61,565 
           
Other comprehensive income/(expenses)          
Foreign currency translation adjustment   4,844    (2,151)
Comprehensive income attributable to Plastec Technologies, Ltd.   39,839    59,414 
           
Net income per share:          
           
Weighted average number of ordinary shares   12,938,128    12,938,128 
           
Weighted average number of diluted ordinary shares   12,938,128    12,938,128 
           
Basic income per share attributable to Plastec Technologies, Ltd.   

HK$2.7

    

HK$4.8

 
           
Diluted income per share attributable to Plastec Technologies, Ltd.   

HK$2.7

    

HK$4.8

 
           

  

 

 
 

 

PLASTEC TECHNOLOGIES, LTD.

 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

 

 

 

   Ordinary shares       Accumulated         
  

Number of shares

outstanding

  

 

 

Amount

  

Additional

paid-in

capital

  

other

comprehensive

income

  

 

Retained

earnings

  

 

Shareholders’

equity

 
       HK$   HK$   HK$   HK$   HK$ 
Balance at December 31, 2013 and at January 1, 2014   12,938,128    101    26,455    17,901    759,157    803,614 
                               
Net income for the year   -    -    -    -    167,821    167,821 
Dividend paid   -    -    -    -    (30,275)   (30,275)
Warrants repurchases   -    -    (406)   -    -    (406)
Cumulative translation adjustment   -    -    -    (7,764)   -    (7,764)
Balance at December 31, 2014 and at January 1, 2015   12,938,128    101    26,049    10,137    896,703    932,990 
                               
Net income for the period   -    -    -    -    34,995    34,995 
Dividends declared   -    -    -    -    (20,183)   (20,183)
Cumulative translation adjustment   -    -    -    4,844    -    4,844 
Balance at March 31, 2015   12,938,128    101    26,049    14,981    911,515    952,646 

 

 

 
 

 

PLASTEC TECHNOLOGIES, LTD.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)

         
  

For the 3-month

period ended March 31,

 
   2015   2014 
   HK$   HK$ 
Operating activities          
Net income   34,995    61,565 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation and amortization   24,862    28,550 
Gain on disposal of a subsidiary   -    (32,162)
Loss on written-off of property, plant and equipment   433    440 
Gain on disposal of property, plant and equipment   (137)   (186)
Deferred tax charge   (1,335)   (985)
Changes in operating assets and liabilities:          
Trade receivables   2,705    31,871 
Inventories   7,859    15,519 
Deposits, prepayment and other receivables   (15,431)   (5,513)
Trade payables   (15,315)   (17,449)
Other payables and accruals   1,530    (20,308)
Tax payables   3,397    6,990 
Net cash provided by operating activities   43,563    68,332 
           
Investing activities          
Purchase of property, plant and equipment   (27,882)   (8,925)
Proceeds from disposal of a subsidiary   -    46,052 
Proceeds from disposal of property, plant and equipment   1,269    220 
Deposits for purchase of property, plant and equipment   -    (2,517)
Net cash (used in)/provided by investing activities   (26,613)   34,830 
           
Financing activities          
Net repayment of bank borrowings   -    (4,297)
Net cash used in financing activities   -    (4,297)
           
Effect of exchange rate changes on cash and cash equivalents   4,844    (2,955)
           
Net increase in cash and cash equivalents   16,950    98,865 
Cash and cash equivalents, beginning of period   528,527    348,901 
Cash and cash equivalents, end of period   550,321    444,811 
           
Supplementary disclosures of cash flow information:
          
Interest received/(paid), net   338    (254)
Income taxes paid   4,888    - 

 

 

 
 

 

Plastec Technologies, Ltd.

Management discussion and analysis

 

General

 

The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“USGAAP”). The preparation of financial statements in conformity with USGAAP requires management to make estimates and assumptions that reported amounts of assets and liabilities at the date of the financial statements and the amount of expenses reported during the period. Actual results could differ from those estimates. Unless otherwise indicated, all financial information presented in HK$ may be converted to US$ using the exchange rate of 7.8 HK$ for every 1 US$.

 

Results of Operations

 

Operating results for the first quarter ended March 31, 2015 compared to the first quarter ended March 31, 2015

 

We recorded an approximately 6.8% increase in revenue for the first quarter ended March 31, 2015 to HK$292.9 million compared to the corresponding period in the prior year. The increase in revenue was primarily a result of our continued focus on soliciting new orders from existing customers as well as new customers.

 

Our gross profit increased by approximately 12.6% to HK$74.0 million compared to the corresponding period in the prior year. The increase in gross profit was attributable to better margins on our products compared to the corresponding period in the prior year, and also our on-going efforts in streamlining our manufacturing operation and process. Gross profit margin improved to 25.3% from 24.0% compared to the corresponding period in the prior year.

 

We recorded an approximately 37.9% decrease in income before income tax expenses for the first quarter ended March 31, 2015 to HK$41.9 million compared to the corresponding period in the prior year. The decrease was mainly attributable to a one-off gain on disposal of a subsidiary for HK$32.2 million recorded in the corresponding period in the prior year. Excluding the effect of this prior corresponding period one-off transaction, our normal operating income before income tax actually increased by approximately 18.5% instead.

 

Income tax expense was HK$6.9 million compared to HK$6.0 million in the corresponding period in the prior year, arising from an increased normal operating income. Excluding the effect of the aforesaid prior corresponding period one-off transaction, our effective income tax rate was 16.6% compared to 17.0% in the corresponding prior year period and our net income after tax was HK$35.0 million, an increase by approximately 19.0% compared to the corresponding period in the prior year.

 

Balance sheet positions as at March 31, 2015 compared to December 31, 2014

 

Total assets increased by HK$29.4 million or approximately 2.3% to HK$1,300.6 million as of March 31, 2015 compared to HK$1,271.2 million as of December 31, 2014. This increase was mainly attributed to a HK$21.8 million increase in cash and cash equivalent and a HK$15.4 million increase in deposits, prepayment and other receivables, against a HK$7.9 million decrease in inventories.

 

Total liabilities increased by HK$9.8 million or approximately 2.9% to HK$348.0 million as of March 31, 2015 compared to HK$338.2 million as of December 31, 2014. This increase was mainly attributable to a HK$20.2 million dividend payable and a HK$3.4 million increase in tax payable, against a HK$15.3 million decrease in trade payables.

 

Cashflow analysis

 

We have relied primarily upon internally generated funds and bank borrowings to finance our operations and expansion.

 

 
 

 

For the three months ended March 31, 2015, we recorded HK$17.0 million cash inflow as compared to HK$98.9 million cash inflow in the same corresponding period in the prior year, which included HK$46.1 million proceeds from the disposal of a subsidiary in that prior period.

 

We generated HK$43.6 million cash inflow from operating activities as compared to HK$68.3 million cash inflow in the same corresponding period in the prior year. Net cash used in investing activities was HK$26.6 million compared to net cash inflow of HK$34.8 million in the corresponding period in the prior year which included HK$46.1 million proceeds from the disposal of a subsidiary.

 

Cash and cash equivalent amounted to HK$550.3 million as of March 31, 2015, which we utilized to settle the dividend payables of HK$20.2 million, as declared in April 2015, in May 2015.

 

 

Off-Balance Sheet Arrangements

 

The Company has not entered into any financial guarantees or other commitments to guarantee the payment obligations of third parties. The Company has not entered into any derivative contracts that are indexed to its shares and classified as shareholder’s equity or that are not reflected in its combined financial statements. Furthermore, the Company does not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. The Company does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to it or that engages in leasing, hedging or research and development services with the Company. There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, net sales or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to an investor.

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

PLASTEC TECHNOLOGIES, LTD.

 

 

By: /s/ Kin Sun Sze-To                       

Name: Kin Sun Sze-To

Title:  Chief Executive Officer

 

Dated: May 12, 2015