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 November 2012
Commission File Number 000-53776
China Metro-Rural Holdings Limited
(Translation of registrants name into English)
Suite 2204, 22/F Sun Life Tower,
The Gateway, 15 Canton Road,
Tsimshatsui, Kowloon, Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
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 ¨ No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): ¨
The information included in the Report on Form 6-K is incorporated by reference into the registration statements on Form F-3 (File No. 333-171825 and 333-184774).
Attached hereto and incorporated by reference herein is a press release announcing mid-year financial results, dated November 30, 2012.
SIGNATURES
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, thereunto duly authorized.
Date: November 30, 2012 | CHINA METRO-RURAL HOLDINGS LIMITED | |||
By | /s/ Sio Kam Seng | |||
Sio Kam Seng Executive Director and Chairman of the Board and Chief Executive Officer |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press release announcing mid-year financial results, dated November 30, 2012. |
Exhibit 99.1
China Metro-Rural Holdings Limited
FOR IMMEDIATE RELEASE
CNR Announces its Results for
the Six Months ended September 30, 2012
NEW YORK, (MARKETWIRE) November 30, 2012 China Metro-Rural Holdings Limited (the Company) is pleased to announce its unaudited consolidated financial results of the Company and its subsidiaries (collectively the Group) for the six months ended September 30, 2012.
Major Events:
| Issuance of US$60 million guaranteed secured convertible bonds and warrants during the six months ended September 30, 2012 |
On August 15, 2012 (the CB Closing), the Company completed a private placement of US$60,000,000, 14 per cent. guaranteed secured convertible bonds (the CBs) due 2017 to Willis Plus Limited, a BVI company associated with the Companys majority shareholders (the Investor) (the CB Offering). In addition, the bondholders have options to convert the CBs into the ordinary shares of the Company (the Shares) or require the Company to redeem all, but not less than all, of such holders CBs on August 15, 2015 (collectively, the Embedded Derivatives). The CBs are initially convertible into 55,499,028 Shares, based on an initial conversion price of US$1.0811 per share. Simultaneously with the CB Offering, the Company granted to the Investor warrants exercisable to purchase up to 6,000,000 ordinary shares of the Company at an initial exercise price of US$1.2973 per share and with a term of four years, commencing one year after the date of issue of the CBs (the Warrant). As of the CB Closing, the fair values of the Embedded Derivatives and the Warrants were approximately HK$156,593,000 (US$20,076,000) and HK$26,267,000 (US$3,368,000), respectively. As a result of the CB Offering, an amount of approximately HK$182,860,000 was recorded as Derivative financial liabilities and an amount of approximately HK$285,140,000, being the difference between the gross proceeds and the fair value of these embedded derivatives and warrants, was recorded as Convertible bonds, before commissions and offering expenses, as at the date of issue of the CBs. |
1
| Agreement to dispose a project in Qiqihar City, Heilongjiang, the PRC |
On October 15, 2012, the Company, through its subsidiary, entered into an agreement for the disposition of 100% of its equity interest in China Focus City (H.K.) Holdings Limited and 75% of its equity interest in Qiqihar China Focus City Holdings (Group) Co. Ltd. (Qiqihar CFC) to Run Xing Investments Limited and Honour Noble Holdings Limited (collectively, the Purchasers) (collectively the Sale). Pursuant to the agreement, the Company, through its subsidiaries, is to receive considerations of RMB150,000,000 plus an amount of RMB85,595,967, representing certain post-tax profits arising from Qiqihar CFC prior to the Sale, and interest on the pre-tax balance of such amount calculated from July 28, 2012 through the date of payment. In addition, the Purchasers are to enter into a legally binding guaranty with respect to the Companys remaining 25% interest in Qiqihar CFC that the Company will receive (X) a pre-tax 21% of the Companys remaining 25% interest in Qiqihar CFC, a fixed annual return equal to RMB10,500,000, beginning October 15, 2013 and (Y) RMB50,000,000. The Purchasers shall have the right to purchase the remaining 25% interest in Qiqihar CFC at any time for RMB50,000,000 (plus any amounts due and payable under (X) and (Y) above). Finally, in the event that the Purchasers intend to sell its interests in Qiqihar CFC, they must first purchase the Companys remaining 25% interest in Qiqihar CFC. The payments of the amounts described above shall be guaranteed by the Purchasers and Qiqihar CFC, as well as Mr. Su Shaobin, who is a director of the Company. The disposition was approved by the audit committee and the board of directors of the Company on October 12, 2012. |
| Commencement of the second phase constructions for logistics platform in Dezhou City, Shandong, the PRC |
Construction of the Companys logistics platform in Dezhou (Dezhou Project) has commenced its second phase which consists of trade centers of approximately 150,000 square meters and other supporting facilities. The pre-sale of this second phase of Dezhou Project is expected to commence by the end of 2013 and it is expected to be completed by the middle of 2014. |
2
Financial Highlights:
The Group has two reportable operating segments, agricultural logistics business and rural-urban migration and city re-development business. Our agricultural logistics business is comprised of (1) development, sales and leasing properties of integrated agricultural logistics and trade centers and supporting facilities and (2) property management which engages in the management of developed properties within the logistics platforms. Our rural-urban migration and city re-development business is comprised of (1) servicing and assignments of development rights and (2) development and sales of a residential, commercial and other auxiliary properties in new city districts.
Agricultural Logistics Business
| Net revenue generated by the Group increased from HK$109,756,000 for the six months ended September 30, 2011 to HK$206,579,000 for the six months ended September 30, 2012, representing a year-over-year increase of 88.2%. |
| Sales of gross floor area increased from 27,289 square meters for the six months ended September 30, 2011 to 35,994 square meters for the six months ended September 30, 2012, representing a year-over-year increase of 31.9%. Gross floor area sold during the period consisted of trade centers of 35,994 square meters (2011: 18,687 square meters). Sales for the six months ended September 30, 2011 also included residential properties of 8,602 square meters. |
| Gross profit percentage decreased from 45.9% for the six months ended September 30, 2011 to 37.1% for the six months ended September 30, 2012. |
| Other income and losses, net, increased from HK$23,779,000 for the six months ended September 30, 2011 to HK$26,833,000 for the six months ended September 30, 2012, representing a year-over-year increase of 12.8%. Included in other income and losses, net, was a government subsidy of HK$35,027,000 (2011: HK$23,541,000) for the six months ended September 30, 2012, representing a year-over-year increase of 48.8%. Other income and losses, net, for the six month ended September 30, 2012 also included the transaction cost related to the derivative components of convertible bonds of HK$7,156,000. |
| Selling expenses increased from HK$5,598,000 for the six months ended September 30, 2011 to HK$32,123,000 for the six months ended September 30, 2012, representing a year-over-year increase of 473.8%. |
| Administrative expenses increased from HK$40,093,000 for the six months ended September 30, 2011 to HK$54,925,000 for the six months ended September 30, 2012, representing a year-over-year increase of 37.0%. |
| Net profit attributable to the equity holders of the Company increased from HK$11,310,000 for the six months ended September 30, 2011 to HK$23,813,000 for the six months ended September 30, 2012, representing a year-over-year increase of 110.5%. |
Rural-Urban Migration and City Re-development Business
| Other income and losses, net for the six months ended September 30, 2012 was HK$4,677,000 (2011: Nil). Included in other income and losses, net, was an interest income of HK$4,023,000 (2011: Nil). |
| Selling expenses for the six months ended September 30, 2012 was HK$9,901,000 (2011: Nil). |
| Administrative expenses increase from HK$2,512,000 for the six months ended September 30, 2011 to HK$8,772,000 for the six months ended September 30, 2012, representing a year-over-year increase of 249.2%. |
| Net loss attributable to the equity holders of the Company increase from HK$1,842,000 for the six months ended September 30, 2011 to HK$9,503,000 for the six months ended September 30, 2012, representing a year-over-year increase of 415.9%. |
3
ABOUT CHINA METRO-RURAL HOLDINGS LIMITED
China Metro-Rural Holdings Limited is a leading agricultural logistics platform development and rural-urban migration redevelopment company in China.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are, by their nature, subject to risks and uncertainties. This Act provides a safe harbor for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements, including statements regarding industry prospects and future results of operations or financial position, made in this press release are forward looking.
Words such as anticipate, believe, estimate, expect, intend, may, plan, predict, project, will, would and similar expressions may identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to: the Companys future performance, the Companys expansion efforts, the state of economic conditions, the Companys market and the governmental policy. These forward-looking statements are based on assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes to be appropriate in particular circumstances. However, whether actual results and developments will meet the Companys expectations and predictions depends on a number of known and unknown risks and uncertainties and other factors, any or all of which could cause actual results, performance or achievements to differ materially from the Companys expectations, whether expressed or implied by such forward-looking statements.
CONTACT: | ||
China Metro-Rural Holdings Limited Investor Relations Department | ||
Phone: (852) 2111 3815 | E-mail: ir@chinametrorural.com |
www.chinametrorural.com
www.nlc88.com
4
CHINA METRO-RURAL HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENT
FOR THE SIX MONTHS ENDED SEPTEMBER 30
2012 US$000 |
2012 HK$000 |
2011 HK$000 |
||||||||||
(Note 3) | ||||||||||||
Revenue |
26,484 | 206,579 | 109,756 | |||||||||
Cost of sales |
(16,651 | ) | (129,883 | ) | (59,389 | ) | ||||||
|
|
|
|
|
|
|||||||
Gross profit |
9,833 | 76,696 | 50,367 | |||||||||
Other income, net |
5,166 | 40,298 | 23,779 | |||||||||
Other losses, net |
(1,126 | ) | (8,788 | ) | | |||||||
Selling expenses |
(5,388 | ) | (42,024 | ) | (5,598 | ) | ||||||
Administrative expenses |
(8,166 | ) | (63,697 | ) | (42,605 | ) | ||||||
Decrease in fair value of derivative financial liabilities |
6,695 | 52,221 | 3,424 | |||||||||
|
|
|
|
|
|
|||||||
Operating profit |
7,014 | 54,706 | 29,367 | |||||||||
Finance income |
89 | 698 | 387 | |||||||||
Finance costs |
(1,612 | ) | (12,570 | ) | (122 | ) | ||||||
|
|
|
|
|
|
|||||||
Finance costs net |
(1,523 | ) | (11,872 | ) | 265 | |||||||
Share of losses of an associate |
(472 | ) | (3,681 | ) | (2,215 | ) | ||||||
|
|
|
|
|
|
|||||||
Profit before income tax |
5,019 | 39,153 | 27,417 | |||||||||
Income tax expenses |
(2,160 | ) | (16,849 | ) | (18,553 | ) | ||||||
|
|
|
|
|
|
|||||||
Profit for the period |
2,859 | 22,304 | 8,864 | |||||||||
|
|
|
|
|
|
|||||||
Attributable to: |
||||||||||||
Equity holders of the Company |
1,834 | 14,310 | 9,468 | |||||||||
Non-controlling interests |
1,025 | 7,994 | (604 | ) | ||||||||
|
|
|
|
|
|
|||||||
2,859 | 22,304 | 8,864 | ||||||||||
|
|
|
|
|
|
|||||||
Earnings per share attributable to equity holders of the Company during the period |
||||||||||||
Basic earnings per share |
US$ | 0.02 | HK$ | 0.19 | HK$ | 0.14 | ||||||
|
|
|
|
|
|
|||||||
Diluted (loss)/earning per share |
US$ | (0.04 | ) | HK$ | (0.32 | ) | HK$ | 0.14 | ||||
|
|
|
|
|
|
The accompanying notes are an integral part of this press release.
5
CHINA METRO-RURAL HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED SEPTEMBER 30
2012 US$000 (Unaudited) |
2012 HK$000 (Unaudited) |
2011 HK$000 (Unaudited) |
||||||||||
(Note 3) | ||||||||||||
Profit for the period |
2,859 | 22,304 | 8,864 | |||||||||
Other comprehensive (loss)/income, net of tax: |
||||||||||||
Exchange difference on translation of foreign operations |
(545 | ) | (4,251 | ) | 23,387 | |||||||
|
|
|
|
|
|
|||||||
Total comprehensive income for the period |
2,314 | 18,053 | 32,251 | |||||||||
|
|
|
|
|
|
|||||||
Total comprehensive income for the period attributable to: |
||||||||||||
Equity holders of the Company |
1,319 | 10,294 | 32,720 | |||||||||
Non-controlling interests |
995 | 7,759 | (469 | ) | ||||||||
|
|
|
|
|
|
|||||||
2,314 | 18,053 | 32,251 | ||||||||||
|
|
|
|
|
|
The accompanying notes are an integral part of this press release.
6
CHINA METRO-RURAL HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
September 30, | March 31, | |||||||||||
2012 US$000 (Unaudited) |
2012 HK$000 (Unaudited) |
2012 HK$000 (Unaudited) |
||||||||||
(Note 3) | ||||||||||||
Non-current assets |
||||||||||||
Investment properties |
69,368 | 541,070 | 542,598 | |||||||||
Investment properties under construction |
2,028 | 15,818 | 14,854 | |||||||||
Property, plant and equipment |
15,563 | 121,390 | 108,727 | |||||||||
Land use rights |
8,413 | 65,620 | 70,695 | |||||||||
Deposit for investment properties |
1,872 | 14,599 | 14,640 | |||||||||
Deposit for acquisition of land use rights |
15,945 | 124,373 | 124,724 | |||||||||
Deposits for property, plant and equipment |
273 | 2,134 | | |||||||||
Interest in an associate |
3,074 | 23,973 | 27,728 | |||||||||
Deferred income tax assets |
1,651 | 12,879 | | |||||||||
|
|
|
|
|
|
|||||||
118,187 | 921,856 | 903,966 | ||||||||||
|
|
|
|
|
|
|||||||
Current assets |
||||||||||||
Completed properties held for sale |
65,304 | 509,370 | 475,413 | |||||||||
Properties under development |
130,770 | 1,020,002 | 811,000 | |||||||||
Land use rights |
234 | 1,823 | 1,911 | |||||||||
Deposit for acquisition of land use rights |
2,354 | 18,363 | 160,169 | |||||||||
Trade and other receivables |
52,512 | 409,598 | 462,334 | |||||||||
Restricted and pledged bank deposits |
4,409 | 34,392 | 17,508 | |||||||||
Cash and cash equivalents |
72,254 | 563,580 | 343,578 | |||||||||
|
|
|
|
|
|
|||||||
327,837 | 2,557,128 | 2,271,913 | ||||||||||
|
|
|
|
|
|
|||||||
Current liabilities |
||||||||||||
Trade payables, other payables and accruals |
70,792 | 552,176 | 599,883 | |||||||||
Receipt in advance |
36,815 | 287,155 | 179,507 | |||||||||
Current income tax liabilities |
31,838 | 248,340 | 245,553 | |||||||||
Bank and other borrowings |
59,952 | 467,621 | 478,763 | |||||||||
Derivative financial liabilities |
17,126 | 133,580 | 2,941 | |||||||||
|
|
|
|
|
|
|||||||
216,523 | 1,688,872 | 1,506,647 | ||||||||||
|
|
|
|
|
|
|||||||
Net current assets |
111,314 | 868,256 | 765,266 | |||||||||
|
|
|
|
|
|
|||||||
Total assets less current liabilities |
229,501 | 1,790,112 | 1,669,232 | |||||||||
|
|
|
|
|
|
|||||||
Non-current liabilities |
||||||||||||
Deferred income tax liabilities |
10,353 | 80,755 | 80,983 | |||||||||
Bank and other borrowings |
8,946 | 69,776 | 253,839 | |||||||||
Convertible bonds |
36,810 | 287,118 | | |||||||||
Loan from a non-controlling interest of a subsidiary |
7,538 | 58,800 | 58,800 | |||||||||
|
|
|
|
|
|
|||||||
63,647 | 496,449 | 393,622 | ||||||||||
|
|
|
|
|
|
|||||||
Net assets |
165,854 | 1,293,663 | 1,275,610 | |||||||||
|
|
|
|
|
|
The accompanying notes are an integral part of this press release.
7
CHINA METRO-RURAL HOLDINGS LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Continued)
September 30, | March 31, | |||||||||||
2012 US$000 (Unaudited) |
2012 HK$000 (Unaudited) |
2012 HK$000 (Unaudited) |
||||||||||
(Note 3) | ||||||||||||
Equity |
||||||||||||
Equity attributable to equity holders of the Company |
||||||||||||
Share capital |
73 | 573 | 573 | |||||||||
Reserves |
161,967 | 1,263,344 | 1,253,050 | |||||||||
|
|
|
|
|
|
|||||||
162,040 | 1,263,917 | 1,253,623 | ||||||||||
Non-controlling interests |
3,814 | 29,746 | 21,987 | |||||||||
|
|
|
|
|
|
|||||||
Total equity |
165,854 | 1,293,663 | 1,275,610 | |||||||||
|
|
|
|
|
|
The accompanying notes are an integral part of this press release.
8
CHINA METRO-RURAL HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30
2012 | 2012 | 2011 | ||||||||||
US$000 | HK$000 | HK$000 | ||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
(Note 3) | ||||||||||||
Net cash generated from/(used in) operating activities |
150 | 1,169 | (533,689 | ) | ||||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities |
(2,477 | ) | (19,318 | ) | (37,384 | ) | ||||||
|
|
|
|
|
|
|||||||
Net cash generated from financing activities |
30,651 | 239,079 | 527,614 | |||||||||
|
|
|
|
|
|
|||||||
Net increase/(decrease) in cash and cash equivalents |
28,324 | 220,930 | (43,459 | ) | ||||||||
Cash and cash equivalents at beginning of the period |
44,048 | 343,578 | 156,928 | |||||||||
Effect of foreign exchange rate changes |
(118 | ) | (928 | ) | 345 | |||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents at end of the period |
72,254 | 563,580 | 113,814 | |||||||||
|
|
|
|
|
|
The accompanying notes are an integral part of this press release.
9
CHINA METRO-RURAL HOLDINGS LIMITED
NOTES TO UNAUDITED FINANCIAL INFORMATION
1. | BASIS OF PREPARATION AND ACCOUNTING POLICIES |
The financial information presented herein have not been audited by an independent registered public accounting firm, but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of financial information. However, this information is not necessarily indicative of results of any other interim period or for the full fiscal year. The accounting policies and basis of preparation adopted in the preparation of the condensed consolidated income statement, condensed consolidated statement of comprehensive income, condensed consolidated statement of financial positions and condensed consolidated statement of cash flows (collectively the Condensed Statements) are consistent with those used in the annual financial statements of the Group for the fiscal year ended March 31, 2012.
2. | POST BALANCE SHEET DATE EVENT |
On October 15, 2012, the Company, through its subsidiary, entered into an agreement for the disposition of 100% of its equity interest in China Focus City (H.K.) Holdings Limited and 75% of its equity interest in Qiqihar China Focus City Holdings (Group) Co. Ltd. (Qiqihar CFC) to Run Xing Investments Limited and Honour Noble Holdings Limited (collectively, the Purchasers) (collectively the Sale).
Pursuant to the agreement, the Company, through its subsidiaries, is to receive considerations of RMB150,000,000 plus an amount of RMB85,595,967, representing certain post-tax profits arising from Qiqihar CFC prior to the Sale, and interest on the pre-tax balance of such amount calculated from July 28, 2012 through the date of payment. In addition, the Purchasers are to enter into a legally binding guaranty with respect to the Companys remaining 25% interest in Qiqihar CFC that the Company will receive (X) a pre-tax 21% of the Companys remaining 25% interest in Qiqihar CFC, a fixed annual return equal to RMB10,500,000, beginning October 15, 2013 and (Y) RMB50,000,000. The Purchasers shall have the right to purchase the remaining 25% interest in Qiqihar CFC at any time for RMB50,000,000 (plus any amounts due and payable under (X) and (Y) above). Finally, in the event that the Purchasers intend to sell its interests in Qiqihar CFC, they must first purchase the Companys remaining 25% interest in Qiqihar CFC. The payments of the amounts described above shall be guaranteed by the Purchasers and Qiqihar CFC, as well as Mr. Su Shaobin, who is a director of the Company. The disposition was approved by the audit committee and the board of directors of the Company on October 12, 2012.
3. | US DOLLAR EQUIVALENTS |
The US dollar equivalents of the figures shown in the Condensed Statements are supplementary information and have been translated at HK$7.8 to US$1.00. Such translation should not be construed as representations that the Hong Kong dollar amounts represent, or have been or could be converted into, US dollar at that or any other rate.
10
)>(4)R!I63<^OW
M>3,0O.7Z.(\E0^(,@5J&4GN.#>"R)`9?OE29M2*H'7<99R#`#+2HK>49NNX#
MI*82`&G.HM2U-=;:5:Z53:T-JSI5@HDIRISX8E(.$Y^"(NZST>SI?6-STS35
MS%TI:5PMMU#,C3K(G[XW(G`G9WCLE,[87+-/"-;(F4LB9*HN1ZUCISF2M5FO
M9/3GL,T[*4X!JJP>PD-<<96*RO6BM!NA*Z_,R,JLWE6!C(MERMO-1'J*:[)1
M2HITA0=:42DA1&W<1L(GB.C$;(YQZE6XO,@B1P.`/A$]A[(6. K;Z6BITQRNXJD4UQJ2@)P)<
M:Q/X@B\7;51J$M&G0$$B?<7Z,YR]*+0OYT$GBS@77^5'+.J.Z;98O!-2NV;J
M)$P[F/D(6YS4-'H3]+CX63?.%XQ0MDE/4DTG+D01WZE5=BF-IC-2UEJL:'ZA
M"E*I4**O)1K5WE3`(&,S/9_P!825SSR65+IPDN`83G+;U'HG%44G=O]YL*
M4`^:X:"(E*(B;CAEP!W$H#Z"9(`H>'P`([#X;Z=QW2'+-)`%S<.&YQOW,<)\
MKZJF94[4I[FUR_*CM\[C[S9^RW9?JXY>_O)UB^B7+3YR<^$;]S%?EC5?Q9'P
M:_'!\[A[S9^RW9?JXY>_O)T?1+EIC_F3N/\`:-^Y]6#Y8U7\61\&OQQ^#CNW
M^\W^KJF)VN&I50*8R92\;,O*B