Price Graph
Price
Yield
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|
EURO TECH HOLDINGS COMPANY LIMITED
|
|
(Exact
name of Registrant as specified in its charter)
|
|
|
|
(Translation
of Registrant’s name into English)
|
|
British Virgin Islands
|
|
(Jurisdiction
of incorporation or organization)
|
|
Unit D, 18/F., Gee Chang Hong Centre, 65 Wong Chuk Hang Road, Hong
Kong
|
|
(Address
of principal executive offices)
|
|
T.C. Leung
FAX: 852-28734887
Unit D, 18/F., Gee Chang Hong Centre
65 Wong Chuk Hang Road
Hong Kong
|
|
(Name,
Telephone, Email and/or Facsimile number and Address of Company
Contact Person)
|
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
|
Ordinary
Shares, no par value
|
|
CLWT
|
|
NASDAQ
Capital Market
|
|
None.
|
|
(Title
of Class)
|
|
None.
|
|
(Title
of Class)
|
|
Large
accelerated filer ☐
|
Accelerated
filer ☐
|
Non-accelerated
filer ☑
|
Emerging
Growth Company ☐
|
|
U.S.
GAAP ☑
|
International
Financial Reporting Standards as issued by the International
Accounting Standards Board ☐
|
Other
☐
|
|
|
|
|
|
|
|
|
|
INTRODUCTION
|
4
|
|
|
FORWARD LOOKING STATEMENTS
|
4
|
|
|
GLOSSARY
|
5
|
|
|
|
|
|
|
|
PART I
|
|
|
|
|
|
|
ITEM 1.
|
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|
6
|
|
ITEM 2.
|
OFFER STATISTICS AND EXPECTED TIMETABLE
|
6
|
|
ITEM 3.
|
KEY INFORMATION
|
6
|
|
ITEM 4.
|
INFORMATION ON THE COMPANY
|
25
|
|
ITEM 4A.
|
UNRESOLVED STAFF COMMENTS
|
35
|
|
ITEM 5.
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
35
|
|
ITEM 6.
|
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
45
|
|
ITEM 7.
|
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
52
|
|
ITEM 8.
|
FINANCIAL INFORMATION
|
53
|
|
|
|
|
|
ITEM 9.
|
THE OFFER AND LISTING
|
53
|
|
ITEM 10.
|
ADDITIONAL INFORMATION
|
54
|
|
ITEM 11.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
61
|
|
ITEM 12.
|
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
61
|
|
|
|
|
|
|
PART II
|
|
|
|
|
|
|
ITEM 13.
|
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
62
|
|
ITEM 14.
|
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITYHOLDERS AND USE OF
PROCEEDS
|
62
|
|
ITEM 15.
|
CONTROLS AND PROCEDURES
|
62
|
|
ITEM 16.
|
[RESERVED]
|
63
|
|
ITEM 16A.
|
AUDIT COMMITTEE FINANCIAL EXPERT
|
63
|
|
ITEM 16B.
|
CODE OF ETHICS
|
63
|
|
ITEM 16C.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
64
|
|
ITEM 16D.
|
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
COMMITTEE
|
64
|
|
ITEM 16E.
|
PURCHASES OF EQUITY SECURITIES BY ISSUER AND AFFILIATED
PURCHASERS
|
64
|
|
ITEM 16F.
|
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
|
64
|
|
ITEM 16G.
|
CORPORATE GOVERNANCE
|
64
|
|
ITEM 16H.
|
MINE SAFETY DISCLOSURE
|
64
|
|
|
|
|
|
|
PART III
|
|
|
|
|
|
|
ITEM 17.
|
FINANCIAL STATEMENTS
|
65
|
|
ITEM 18.
|
FINANCIAL STATEMENTS
|
65
|
|
ITEM 19.
|
EXHIBITS
|
66
|
|
Ambient
Air:
|
|
Atmospheric
air (outdoor as opposed to indoor air).
|
|
|
|
|
|
Anaerobic:
|
|
Treating
waste water biologically in the absence of air.
|
|
|
|
|
|
Atomic
Spectrometer:
|
|
An
analytical instrument used to measure the presence of an element in
a substance by testing a sample which is aspirated into a flame and
atomized. The amount of light absorbed or emitted is measured. The
amount of energy absorbed or emitted is proportional to the
concentration of the element in the sample.
|
|
|
|
|
|
Coalescer:
|
|
A
process that coalesces smaller oil particles to form larger oil
particles that can readily float to a tank’s
surface.
|
|
|
|
|
|
Colorimeter:
|
|
An
analytical instrument that measures substance concentration by
color intensity when the substance reacts to a chemical
reagent.
|
|
|
|
|
|
Human
Machine Interface Software:
|
|
A type
of software to interface (or coordinate) the interaction between
machine or equipment and a human being.
|
|
|
|
|
|
Lamella:
|
|
Synthetic
media installed in a clarifier tank to assist in particle
flocculation (coming together in a “floc” or
“flakes”).
|
|
|
|
|
|
Mass
Spectrometer:
|
|
An
analytical instrument that separates and identifies chemical
constituents according to their mass-to-charge ratios and is used
to identify organic compounds.
|
|
|
|
|
|
Membrane
Biological Reactor (MBR):
|
|
A
suspended-growth bioreactor combined with a membrane liquid/solids
separation unit. The “MBR” uses an advanced membrane
technology that treats biological wastes to a quality level which
in many industries is sufficient for reuse or low-cost disposal to
sewers.
|
|
|
|
|
|
Multi-Channel
Digital Recorder:
|
|
A
device that measures and records more than one input of a digitized
signal (signal in the form of pulses).
|
|
|
|
|
|
pH
Controller:
|
|
A
process instrument that measures and controls the acidity or
alkalinity of a fluid.
|
|
|
|
|
|
Reagent:
|
|
A
chemical substance used to cause a chemical reaction and detect
another substance.
|
|
|
|
|
|
Sequential
Batch Reactor (SBR):
|
|
A
waste-water treatment process that combines aeration and settling
in one reactor tank thus saving on space. Used for the treatment of
industrial waste-water as well as municipal sewage. The SBR is a
batch process that is ideal for waste-waters of changing
characteristics.
|
|
|
2020
|
2019
|
2018
|
2017
|
2016
|
|
|
US$
|
US$
|
US$
|
US$
|
US$
|
|
Balance
Sheet Data:
|
|
|
|
|
|
|
Cash and cash
equivalents
|
3,519
|
5,991
|
5,267
|
3,380
|
3,751
|
|
Working
capital(1)
|
4,915
|
5,350
|
6,013
|
2,986
|
3,101
|
|
Total
assets
|
20,095
|
22,213
|
23,065
|
23,737
|
23,104
|
|
Short-term
debt(2)
|
361
|
565
|
0
|
97
|
720
|
|
Net
assets
|
14,463
|
15,337
|
15,545
|
17,107
|
16,618
|
|
Capital
stock
|
123
|
123
|
123
|
123
|
123
|
|
|
2020
|
2019
|
2018
|
2017
|
2016
|
|
|
US$
|
US$
|
US$
|
US$
|
US$
|
|
Statement
of Operations and Comprehensive Income / (Loss) Data:
|
|
|
|
|
|
|
Revenues
|
13,357
|
17,399
|
20,104
|
17,350
|
22,478
|
|
Cost of
revenues
|
(9,672
)
|
(12,982
)
|
(16,405
)
|
(12,937
)
|
(17,527
)
|
|
Gross
profit
|
3,685
|
4,417
|
3,699
|
4,413
|
4,951
|
|
Finance
costs
|
(12
)
|
(4
)
|
(7
)
|
(11
)
|
(19
)
|
|
Selling and
administrative expenses
|
(5,374
)
|
(4,853
)
|
(4,751
)
|
(4,976
)
|
(5,602
)
|
|
Operating
loss
|
(1,701
)
|
(440
)
|
(1,059
)
|
(574
)
|
(670
)
|
|
Interest
income
|
28
|
83
|
35
|
24
|
18
|
|
Other income /
(losses), net
|
307
|
52
|
58
|
(14
)
|
5
|
|
Gain / (loss) on
disposal of property, plant and equipment
|
1,429
|
(5
)
|
3
|
-
|
7
|
|
Net gain on deemed
disposal of affiliate
|
-
|
-
|
-
|
128
|
24
|
|
Equity in income /
(loss) of affiliates
|
435
|
137
|
(932
)
|
831
|
1,002
|
|
Net gain on
disposal of affiliate
|
-
|
-
|
1,522
|
-
|
-
|
|
Net income / (loss)
before income taxes
|
498
|
(173
)
|
(373
)
|
395
|
386
|
|
|
|
|
|
|
|
|
Income taxes
(expense) / credit
|
(96
)
|
(37
)
|
312
|
(28
)
|
(228
)
|
|
|
|
|
|
|
|
|
Net income /
(loss)
|
402
|
(210
)
|
(61
)
|
367
|
158
|
|
|
|
|
|
|
|
|
Net loss
attributable to non-controlling interests
|
367
|
64
|
149
|
106
|
73
|
|
Net income / (loss)
attributable to Euro Tech Holdings Company Limited’s
shareholders
|
769
|
(146
)
|
88
|
473
|
231
|
|
|
|
|
|
|
|
|
Other comprehensive
income / (loss)
|
|
|
|
|
|
|
Net income /
(loss)
|
402
|
(210
)
|
(61
)
|
367
|
158
|
|
Foreign exchange
translation adjustments
|
(31
)
|
(8
)
|
(58
)
|
122
|
4
|
|
|
|
|
|
|
|
|
Comprehensive
income / (loss)
|
371
|
(218
)
|
(119
)
|
489
|
162
|
|
Comprehensive loss
attributable to non-controlling interests
|
350
|
78
|
182
|
45
|
127
|
|
|
|
|
|
|
|
|
Comprehensive
income /(loss) attributable to the Company
|
721
|
(140
)
|
63
|
534
|
289
|
|
|
|
|
|
|
|
|
Net income / (loss)
per ordinary share attributable to Euro Tech Holdings Company
Limited’s shareholders
|
|
|
|
|
|
|
-Basic
|
0.25
|
(0.06
)
|
0.04
|
0.23
|
0.11
|
|
-Diluted
|
0.25
|
(0.06
)
|
0.04
|
0.23
|
0.11
|
|
|
|
|
|
|
|
|
Weighted average
ordinary shares outstanding
|
|
|
|
|
|
|
-Basic
|
3,092,859
|
2,301,993
|
2,061,909
|
2,061,909
|
2,061,909
|
|
-Diluted
|
3,092,859
|
2,301,993
|
2,061,909
|
2,061,909
|
2,061,909
|
|
Customer
Name
|
Year Ended December
31,2020
|
Year Ended December
31,2019
|
Year Ended December
31,2018
|
|
Customer
A
|
-
%
|
19
%
|
15
%
|
|
Customer
B
|
-
%
|
10
%
|
—
%
|
|
Name of
entity
|
|
Ownership
interest held by the Group
|
|
Place of
incorporation
and principal
place of operation
|
|
Principal
activities
|
|
|
|
|
|
|
|
|
|
Subsidiaries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Euro
Tech (Far East) Limited
|
|
100%
|
|
Hong
Kong
|
|
Marketing
and trading of water and waste water related process control,
analytical and testing instruments, disinfection equipment,
supplies and related automation systems
|
|
|
|
|
|
|
|
|
|
Euro
Tech Trading (Shanghai) Limited
|
|
100%
|
|
PRC
|
|
Marketing
and trading of water and waste water related process control,
analytical and testing instruments, disinfection equipment,
supplies and related automation systems
|
|
|
|
|
|
|
|
|
|
Shanghai Euro Tech
Limited
|
|
100%
|
|
PRC
|
|
Manufacturing
of analytical and testing equipment
|
|
|
|
|
|
|
|
|
|
Shanghai Euro Tech
Environmental Engineering Company Limited
|
|
100%
|
|
PRC
|
|
Undertaking
water and waste-water treatment engineering projects
|
|
|
|
|
|
|
|
|
|
Yixing
Pact Environmental Technology Co., Ltd
|
|
58%
|
|
PRC
|
|
Design,
manufacturing and operation of water and waste water treatment
machinery and equipment
|
|
|
|
|
|
|
|
|
|
Pact
Asia Pacific Limited
|
|
58%
|
|
British
Virgin Islands
|
|
Selling
of environmental protection equipment, undertaking environment
protection projects and providing relevant technology advice,
training and services
|
|
|
|
|
|
|
|
|
|
Affiliate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zhejiang Tianlan
Environmental Protection Technology Co. Ltd.
|
|
19.4%
|
|
PRC
|
|
Design,
general contract, equipment manufacturing, installation, testing
and operation management of the treatment of waste gases
emitted
|
|
|
|
|
|
|
|
|
|
|
US$’000
|
|
|
|
|
Operating lease
cost
|
257
|
|
Short-term lease
cost
|
64
|
|
Total lease
cost
|
321
|
|
|
Operating
leases
|
|
|
US$’000
|
|
Year ending
December 31,
|
|
|
2021
|
144
|
|
2022
|
102
|
|
Total lease
payments
|
246
|
|
Less: imputed
interest
|
(34
)
|
|
Total
|
212
|
|
Fiscal
Year
|
PRC
|
Hong
Kong
|
|
|
|
|
|
2018
|
40
%
|
56
%
|
|
2019
|
40
%
|
58
%
|
|
2020
|
38
%
|
60
%
|
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
|
Revenue
|
$
13,357
|
100
%
|
$
17,399
|
100
%
|
$
20,104
|
100
%
|
$
17,350
|
100
%
|
$
22,478
|
100
%
|
|
Cost of
revenue
|
$
9,672
|
72.4
%
|
$
12,982
|
74.6
%
|
$
16,405
|
81.6
%
|
$
12,937
|
74.6
%
|
$
17,527
|
78.0
%
|
|
Gross
profit
|
3,685
|
27.6
%
|
$
4,417
|
25.4
%
|
$
3,699
|
18.4
%
|
$
4,413
|
25.4
%
|
$
4,951
|
22.0
%
|
|
Selling and
administrative expenses
|
$
5,374
|
40.2
%
|
$
4,853
|
27.9
%
|
$
4,751
|
23.6
%
|
$
4,976
|
28.7
%
|
$
5,602
|
24.9
%
|
|
Income / (loss)
before income taxes, equity in income / (loss) of affiliates and
non-controlling interests
|
$
63
|
0.5
%
|
$
(310
)
|
-1.8
%
|
$
(963
)
|
-4.8
%
|
$
(564
)
|
-3.3
%
|
$
(640
)
|
-2.8
%
|
|
Income taxes
(expense) / credit
|
$
(96
)
|
-0.7
%
|
$
(37
)
|
-0.2
%
|
$
312
|
1.6
%
|
$
(28
)
|
-0.2
%
|
$
(228
)
|
-1.0
%
|
|
Equity in income /
(loss) of affiliates
|
$
435
|
3.3
%
|
$
137
|
0.8
%
|
$
(932
)
|
-4.6
%
|
$
831
|
4.8
%
|
$
1,002
|
4.5
%
|
|
Net gain on
disposal of affiliate
|
$
-
|
-
|
$
-
|
-
|
$
1,522
|
7.6
%
|
-
|
-
|
-
|
-
|
|
Net income /
(loss)
|
$
402
|
3.0
%
|
$
(210
)
|
-1.2
%
|
$
(61
)
|
-0.3
%
|
$
367
|
2.1
%
|
$
158
|
0.7
%
|
|
Net loss
attributable to non-controlling interests
|
$
367
|
2.7
%
|
$
64
|
0.4
%
|
$
149
|
0.7
%
|
$
106
|
0.6
%
|
$
73
|
0.3
%
|
|
Net income / (loss)
attributable to Euro Tech Holding Company Limited's
shareholders
|
$
769
|
5.7
%
|
$
(146
)
|
-0.8
%
|
$
88
|
0.4
%
|
$
473
|
2.7
%
|
$
231
|
1.0
%
|
|
|
|
Payment due by December
31,
(in US$
thousands)
|
|||
|
|
Total
|
2021
|
2022
|
2023
|
2024
and after
|
|
Operating lease
commitments
|
212
|
118
|
94
|
-
|
-
|
|
Total
|
212
|
118
|
94
|
-
|
-
|
|
Name
|
|
Age
|
|
Position
|
|
T.C.
Leung
|
|
77
|
|
Chairman
of the Board of Directors and Chief Executive Officer
|
|
|
|
|
|
|
|
Jerry
Wong
|
|
62
|
|
Director
and Chief Financial Officer
|
|
|
|
|
|
|
|
Alex
Sham
|
|
57
|
|
Director
|
|
|
|
|
|
|
|
Y.K.
Liang
|
|
91
|
|
Director
|
|
|
|
|
|
|
|
Fu Ming
Chen
|
|
72
|
|
Director
|
|
|
|
|
|
|
|
Janet
Cheang
|
|
65
|
|
Director
|
|
|
|
|
|
|
|
David
YL Leung
|
|
47
|
|
Director
|
|
|
Year ended December
31,
|
|||||
|
|
2020
|
2019
|
2018
|
|||
|
|
Number of
Options
|
Weighted
average
exercise
price
|
Number
of
Options
|
Weighted
average
exercise
price
|
Number
of
Options
|
Weighted
average
exercise
price
|
|
|
|
|
|
|
|
|
|
Outstanding,
beginning of year
|
51,000
|
2.60
|
-
|
-
|
-
|
-
|
|
Granted
|
-
|
-
|
51,000
|
2.60
|
-
|
-
|
|
|
|
|
|
|
|
|
|
Outstanding, end of
year
|
51,000
|
2.60
|
51,000
|
2.60
|
-
|
-
|
|
|
|
|
|
|
|
|
|
Exercisable, end of
year
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
2020
|
2019
|
2018
|
|
Marketing and
sales
|
13
|
15
|
15
|
|
Administrative
|
18
|
20
|
22
|
|
Technical
|
14
|
15
|
17
|
|
Total full time
employees
|
45
|
50
|
54
|
|
|
2020
|
2019
|
2018
|
|
Administrative
|
8
|
8
|
8
|
|
Technical
|
24
|
28
|
27
|
|
Total full time
employees
|
32
|
36
|
35
|
|
|
Amount and
Nature of
Beneficial
Ownership(4)
|
Approximate
Percentage
Of Ordinary
Shares Owned
|
|
T.C. Leung
(1)
|
2,659,810
|
51.6
%
|
|
|
|
|
|
Alex
Sham(1)
|
134,302
|
2.6
%
|
|
|
|
|
|
Jerry
Wong(1)
|
87,162
|
1.7
%
|
|
|
|
|
|
Y.K.
Liang(1)
|
—
|
—
|
|
|
|
|
|
Fu Ming
Chen(1)
|
—
|
—
|
|
|
|
|
|
Janet
Cheang(1)
|
—
|
—
|
|
|
|
|
|
David YL
Leung
|
—
|
—
|
|
|
|
|
|
All Executive
Officers And Directors of the Company as a group (7
persons)
|
2,881,274
|
55.9
%
|
|
(1)
|
The
address for the Company’s officers and directors is c/o Euro
Tech (Far East) Ltd., Unit D, 18/F., Gee Chang Hong Centre, 65 Wong
Chuk Hang Road, Hong Kong.
|
|
Item
8A.1
|
See
– Item 18.
|
|
|
|
|
Item
8A.2
|
See
– Item 18.
|
|
|
|
|
Item
8A.3
|
See
– Report of Independent Registered Public Accounting Firm,
page F-2.
|
|
|
|
|
Item
8A.4
|
We have
complied with this requirement.
|
|
|
|
|
Item
8A.5
|
Not
applicable.
|
|
|
|
|
Item
8A.6
|
Not
applicable.
|
|
|
|
|
Item
8A.7
|
Legal
Proceedings. See – Item 4B. Business
Overview-Litigation.
|
|
|
|
|
Item
8A.8
|
Dividend
Policy.
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
US$’000
|
US$’000
|
US$’000
|
|
|
|
|
|
|
Income / (loss)
before income taxes
|
498
|
(173
)
|
(373
)
|
|
|
|
|
|
|
Computed tax using
respective companies’ statutory tax rates
|
133
|
69
|
254
|
|
Change in valuation
allowances
|
48
|
30
|
(68
)
|
|
Under /
(over-provision) for income taxes in prior years
|
-
|
(5
)
|
131
|
|
Non-deductible
expenses
|
(277
)
|
(131
)
|
(5
)
|
|
|
|
|
|
|
Income taxes
(expense) / credit at effective tax rate
|
(96
)
|
(37
)
|
312
|
|
|
For the Year Ended
December 31
|
|
|
|
2020
|
2019
|
|
|
US$
|
US$
|
|
Audit fees
(1)
|
160,000
|
185,000
|
|
Audit-related
fees(2)
|
—
|
—
|
|
Tax
fees(3)
|
—
|
—
|
|
All other
fees
|
—
|
—
|
|
(1)
|
“Audit
fees” means the aggregate fees billed in each of the fiscal
years listed for professional services rendered by our principal
auditor for the audit of our annual financial
statements.
|
|
(2)
|
“Audit-related
fees” means the aggregate fees billed in each of the fiscal
years listed for assurance and related services by our principal
auditor that are reasonably related to the performance of the audit
or review of our financial statements and are not reported under
“Audit fees.” Services comprising the fees disclosed
under the category of “Audit-related fees” involve
principally the performance of certain agreed upon procedures for
the years ended December 31, 2020 and 2019,
respectively.
|
|
(3)
|
“Tax
fees” means the aggregated fees billed in each of the years
listed for professional services rendered by our principal auditor
for tax compliance, tax advice and tax planning.
|
|
Euro Tech Holdings Company Limited
|
|
|
Reports of Independent Registered Public Accounting
Firm
|
|
|
Consolidated Balance Sheets as of December 31, 2020 and
2019
|
|
|
Consolidated Statements of Operations and Comprehensive Income /
(Loss) for the years ended December 31, 2020, 2019 and
2018
|
|
|
Consolidated Statements of Cash Flows for the years ended December
31, 2020, 2019 and 2018
|
|
|
Consolidated Statements of Shareholders’ Equity for the years
ended December 31, 2020, 2019 and 2018
|
|
|
Notes to the Consolidated Financial Statements
|
|
|
|
|
|
Zhejiang Tianlan Environmental Protection Technology Company
Limited
|
|
|
Reports of Independent Registered Public Accounting
Firm
|
|
|
Consolidated Balance Sheets as of December 31, 2020 and
2019
|
|
|
Consolidated Statements of Operations for the years ended December
31, 2020, 2019 and 2018
|
|
|
Consolidated Statements of Cash Flows for the years ended December
31, 2020, 2019 and
2018
|
|
|
Consolidated Statements of Shareholders’ Equity for the years
ended December 31, 2020, 2019 and 2018
|
|
|
Notes to the Consolidated Financial Statements
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
Amended
and Restated Memorandum and Articles of Association
(1)
|
|
|
|
|
|
|
|
Amendments
to Exhibit 3.1 ( 2)
|
|
|
|
|
|
|
|
Registrant’s
Audit Committee Charter (3)
|
|
|
|
|
|
|
|
Euro
Tech Holdings Company Limited 2019 Stock Option and Incentive Plan
(4)
|
|
|
|
|
|
|
|
Certification
of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 *
|
|
|
|
|
|
|
|
Certification
of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 *
|
|
|
|
|
|
|
|
Certification
of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 *
|
|
|
|
|
|
|
|
Certification
of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 *
|
|
|
|
|
|
|
|
List of
Subsidiaries *
|
|
|
|
|
|
|
101
.INS*
|
|
XBRL
Instance Document
|
|
|
|
|
|
101
.SCH*
|
|
XBRL
Taxonomy Extension Schema Document
|
|
|
|
|
|
101
.CAL*
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
101
.DBF*
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
101
.LAB*
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
101
.PRE*
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
|
|
EURO TECH HOLDINGS COMPANY LIMITED
|
|
|
|
|
(REGISTRANT)
|
|
|
|
|
|
|
|
|
May 13,
2021
|
By:
|
/s/
T.C. Leung
|
|
|
|
|
T.C.
Leung
|
|
|
|
|
Chief
Executive Officer and Chairman of the Board of
Directors
|
|
|
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
Page
|
|
Reports
of Independent Registered Public Accounting Firm
|
F-2 to
F-3
|
|
Consolidated
Balance Sheets as of December 31, 2020 and 2019
|
F-4
|
|
Consolidated
Statements of Operations and Comprehensive Income / (Loss) for the
years ended December 31, 2020, 2019 and 2018
|
F-5 to
F-6
|
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2020,
2019 and 2018
|
F-7
|
|
Consolidated
Statements of Shareholders’ Equity for the years ended
December 31, 2020, 2019 and 2018
|
F-8
|
|
Notes
to the Consolidated Financial Statements
|
F-9 to
F-43
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
Assets
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
3,519
|
5,991
|
|
Restricted
cash
|
1,672
|
658
|
|
Accounts
receivable, net
|
3,199
|
3,586
|
|
Prepayments and
other current assets
|
1,514
|
748
|
|
Contract
assets
|
202
|
441
|
|
Inventories
|
342
|
586
|
|
|
|
|
|
Total current
assets
|
10,448
|
12,010
|
|
|
|
|
|
|
|
|
|
Property, plant and
equipment, net
|
259
|
700
|
|
Investments in
affiliates
|
8,084
|
7,720
|
|
Goodwill
|
1,071
|
1,071
|
|
Deferred tax
assets
|
-
|
87
|
|
Operating lease
right-of-use assets
|
233
|
406
|
|
Long-term
investment
|
-
|
148
|
|
Restricted
cash
|
-
|
71
|
|
|
|
|
|
Total non-current
assets
|
9,647
|
10,203
|
|
|
|
|
|
Total
assets
|
20,095
|
22,213
|
|
|
|
|
|
|
|
|
|
Liabilities
and shareholders’ equity
|
|
|
|
Current
liabilities:
|
|
|
|
Bank
borrowings
|
361
|
565
|
|
Accounts
payable
|
2,394
|
3,914
|
|
Contract
liabilities
|
1,063
|
869
|
|
Other payables and
accrued expenses
|
1,593
|
1,142
|
|
Current portion of
long-term operating lease obligations
|
118
|
170
|
|
Income tax
payable
|
4
|
-
|
|
|
|
|
|
Total current
liabilities
|
5,533
|
6,660
|
|
|
|
|
|
Deferred tax
liabilities
|
5
|
-
|
|
Long-term operating
lease obligations, net of current
maturities
|
94
|
216
|
|
|
|
|
|
Total non-current
liabilities
|
99
|
216
|
|
Total
liabilities
|
5,632
|
6,876
|
|
|
|
|
|
Commitments and
contingencies (Note 21)
|
|
|
|
|
|
|
|
Shareholders’
equity:
|
|
|
|
Ordinary share,
20,000,000 shares authorized as of
December 31, 2020 and 2019, respectively
3,260,559 no par value shares
issued as of December 31, 2020 and 2019,
respectively
|
123
|
123
|
|
Additional paid-in
capital
|
9,615
|
9,561
|
|
Treasury stock,
167,700 shares at cost as of December 31, 2020 and 2019,
respectively
|
(786
)
|
(786
)
|
|
PRC statutory
reserves
|
316
|
316
|
|
Accumulated other
comprehensive income
|
851
|
899
|
|
Retained
earnings
|
3,816
|
4,346
|
|
|
|
|
|
Total
shareholders’ equity attributable to Euro Tech Holdings
Company Limited
|
13,935
|
14,459
|
|
Non-controlling
interests
|
528
|
878
|
|
|
|
|
|
Total
shareholders’ equity
|
14,463
|
15,337
|
|
|
|
|
|
|
|
|
|
Total
liabilities and shareholders’ equity
|
20,095
|
22,213
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
US$’000
|
US$’000
|
US$’000
|
|
Revenues
|
|
|
|
|
Trading and
manufacturing
|
9,476
|
11,877
|
13,770
|
|
Engineering
|
3,881
|
5,522
|
6,334
|
|
|
|
|
|
|
Total
revenues
|
13,357
|
17,399
|
20,104
|
|
|
|
|
|
|
Cost
of revenues
|
|
|
|
|
Trading and
manufacturing
|
(7,048
)
|
(9,285
)
|
(11,136
)
|
|
Engineering
|
(2,624
)
|
(3,697
)
|
(5,269
)
|
|
|
|
|
|
|
Total cost of
revenues
|
(9,672
)
|
(12,982
)
|
(16,405
)
|
|
|
|
|
|
|
Gross
profit
|
3,685
|
4,417
|
3,699
|
|
|
|
|
|
|
Finance
costs
|
(12
)
|
(4
)
|
(7
)
|
|
Selling and
administrative expenses
|
(5,374
)
|
(4,853
)
|
(4,751
)
|
|
|
|
|
|
|
Operating
loss
|
(1,701
)
|
(440
)
|
(1,059
)
|
|
Interest
income
|
28
|
83
|
35
|
|
Other income /
(losses), net
|
307
|
52
|
58
|
|
Gain / (loss) on
disposal of property, plant and equipment
|
1,429
|
(5
)
|
3
|
|
Equity in income /
(loss) of affiliates
|
435
|
137
|
(932
)
|
|
Net gain on
disposal of affiliate
|
-
|
-
|
1,522
|
|
|
|
|
|
|
Net
income / (loss) before income taxes
|
498
|
(173
)
|
(373
)
|
|
|
|
|
|
|
Income taxes
(expense) / credit
|
(96
)
|
(37
)
|
312
|
|
|
|
|
|
|
Net
income / (loss)
|
402
|
(210
)
|
(61
)
|
|
|
|
|
|
|
Net loss
attributable to non-controlling interests
|
367
|
64
|
149
|
|
|
|
|
|
|
Net income / (loss)
attributable to Euro Tech Holdings Company Limited’s
shareholders
|
769
|
(146
)
|
88
|
|
|
|
|
|
|
Other
comprehensive income / (loss)
|
|
|
|
|
Net
income / (loss)
|
402
|
(210
)
|
(61
)
|
|
Foreign
exchange translation
adjustments
|
(31
)
|
(8
)
|
(58
)
|
|
|
|
|
|
|
Comprehensive
income / (loss)
|
371
|
(218
)
|
(119
)
|
|
Comprehensive loss
attributable to non-controlling interests
|
350
|
78
|
182
|
|
|
|
|
|
|
Comprehensive
income / (loss) attributable to the Company
|
721
|
(140
)
|
63
|
|
|
Year ended
December 31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
US$’000
|
US$’000
|
US$’000
|
|
Net
income / (loss) per ordinary share attributable to Euro Tech
Holdings Company Limited’s shareholders
|
|
|
|
|
-
Basic
|
$
US0.25
|
$
US(0.06)
|
$
US0.04
|
|
|
|
|
|
|
-
Diluted
|
$
US0.25
|
$
US(0.06)
|
$
US0.04
|
|
|
|
|
|
|
Weighted
average number of ordinary shares outstanding
|
|
|
|
|
-
Basic
|
3,092,859
|
2,301,993
|
2,061,909
|
|
|
|
|
|
|
-
Diluted
|
3,092,859
|
2,301,993
|
2,061,909
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
US$’000
|
US$’000
|
US$’000
|
|
Cash
flows from operating activities:
|
|
|
|
|
Net income /
(loss)
|
769
|
(146
)
|
88
|
|
Adjustments to
reconcile net income / (loss) to net cash (used in) / provided by
operating activities:
|
|
|
|
|
Depreciation
|
49
|
69
|
60
|
|
(Gain) / loss on
disposal of property, plant and equipment
|
(1,429
)
|
5
|
(3
)
|
|
Stock-based
compensation expense
|
54
|
10
|
-
|
|
Net gain on
disposal of affiliate
|
-
|
-
|
(1,522
)
|
|
Non-controlling
interests in (loss) of subsidiaries
|
(367
)
|
(64
)
|
(149
)
|
|
Equity in (profit)
/ loss of affiliates
|
(435
)
|
(137
)
|
932
|
|
Deferred tax
expenses
|
92
|
37
|
34
|
|
Changes in
non-current assets and liabilities:
|
|
|
|
|
Long-term operating
lease liabilities
|
(122
)
|
216
|
-
|
|
Operating lease
right-of-use assets
|
173
|
(406
)
|
-
|
|
Decrease /
(increase) in current assets:
|
|
|
|
|
Accounts
receivable, net
|
387
|
1,503
|
(1,281
)
|
|
Prepayments and
other current assets
|
(766
)
|
(201
)
|
119
|
|
Contract
assets
|
239
|
458
|
(705
)
|
|
Inventories
|
244
|
(185
)
|
95
|
|
Increase /
(decrease) in current liabilities:
|
|
|
|
|
Accounts
payable
|
(1,520
)
|
(986
)
|
1,220
|
|
Other payables and
accrued expenses
|
451
|
(108
)
|
249
|
|
Contract
liabilities
|
194
|
(501
)
|
(350
)
|
|
Income tax
payable
|
4
|
-
|
-
|
|
Current portion of
long-term operating lease obligations
|
(52
)
|
170
|
-
|
|
Taxes
payable
|
-
|
-
|
(132
)
|
|
|
|
|
|
|
Net cash used in
operating activities
|
(2,035
)
|
(266
)
|
(1,345
)
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
Purchase of
property, plant and equipment
|
(11
)
|
(21
)
|
(85
)
|
|
Proceeds from sale
of property, plant and equipment
|
1,835
|
-
|
3
|
|
Dividend received
from affiliates
|
71
|
-
|
276
|
|
Proceeds from sale
of affiliate
|
-
|
-
|
4,889
|
|
Proceeds from sale
of long-term investment
|
148
|
-
|
-
|
|
Purchase of
long-term investment
|
-
|
(148
)
|
-
|
|
|
|
|
|
|
Net cash provided
by / (used in) investing activities
|
2,043
|
(169
)
|
5,083
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
Dividend
paid
|
(1,299
)
|
-
|
(1,443
)
|
|
Proceeds from bank
borrowings
|
804
|
565
|
1,412
|
|
Repayments to bank
borrowings
|
(1,008
)
|
-
|
(1,509
)
|
|
|
|
|
|
|
Net cash (used in)
/ provided by financing activities
|
(1,503
)
|
565
|
(1,540
)
|
|
|
|
|
|
|
Effect of exchange
rate changes on cash and cash equivalents
|
(34
)
|
(7
)
|
(53
)
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) /
increase in cash and cash equivalents and restricted
cash
|
(1,529
)
|
123
|
2,145
|
|
|
|
|
|
|
Cash, cash
equivalents and restricted cash at beginning of year
|
6,720
|
6,597
|
4,452
|
|
|
|
|
|
|
Cash, cash
equivalents and restricted cash at end of year
|
5,191
|
6,720
|
6,597
|
|
|
|
|
|
|
|
|
|
|
|
Cash
breakdown
|
|
|
|
|
Cash and cash
equivalents
|
3,519
|
5,991
|
5,267
|
|
Restricted
cash
|
1,672
|
729
|
1,330
|
|
|
|
|
|
|
|
5,191
|
6,720
|
6,597
|
|
|
US$’000
|
US$’000
|
US$’000
|
|
Supplemental
disclosure of consolidated cash flow information:
|
|
|
|
|
Cash paid during
the period for income taxes
|
-
|
-
|
-
|
|
Cash paid during
the period for interest
|
12
|
4
|
7
|
|
Operating leases
(disclosed in accompanying Note 3)
|
|
|
|
|
|
|
|
|
|
Non-cash
items:
|
|
|
|
|
Right-of-use assets
obtained in exchange for new operating lease
obligations
|
-
|
460
|
-
|
|
|
EURO TECH HOLDINGS
COMPANY LIMITED’S SHARHOLDERS
|
|
|
||||||
|
|
Number
of
ordinary
share
|
Ordinary
share
|
Additional
paid-in
capital
|
Treasury
stock
|
Accumulated
other
com-
prehensive
income
|
PRC statutory
reserves
|
Retained
earnings
|
Non-controlling
interests
|
Total
|
|
|
|
US$’000
|
US$’000
|
US$’000
|
US$’000
|
US$’000
|
US$’000
|
US$’000
|
US$’000
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December
31, 2017
|
2,229,609
|
123
|
9,551
|
(786
)
|
918
|
352
|
5,811
|
1,138
|
17,107
|
|
Net income /
(loss)
|
-
|
-
|
-
|
-
|
-
|
-
|
88
|
(149
)
|
(61
)
|
|
Foreign currency
translation adjustments
|
-
|
-
|
-
|
-
|
(25
)
|
-
|
-
|
(33
)
|
(58
)
|
|
Appropriation of
reserves
|
-
|
-
|
-
|
-
|
-
|
(36
)
|
36
|
-
|
-
|
|
Dividend
paid
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,443
)
|
-
|
(1,443
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December
31, 2018
|
2,229,609
|
123
|
9,551
|
(786
)
|
893
|
316
|
4,492
|
956
|
15,545
|
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(146
)
|
(64
)
|
(210
)
|
|
Foreign currency
translation adjustments
|
-
|
-
|
-
|
-
|
6
|
-
|
-
|
(14
)
|
(8
)
|
|
Bonus shares
issued
|
1,030,950
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Stock-based
compensation expense
|
-
|
-
|
10
|
-
|
-
|
-
|
-
|
-
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December
31, 2019
|
3,260,559
|
123
|
9,561
|
(786
)
|
899
|
316
|
4,346
|
878
|
15,337
|
|
Net income /
(loss)
|
-
|
-
|
-
|
-
|
-
|
-
|
769
|
(367
)
|
402
|
|
Foreign currency
translation adjustments
|
-
|
-
|
-
|
-
|
(48
)
|
-
|
-
|
17
|
(31
)
|
|
Dividend
paid
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,299
)
|
-
|
(1,299
)
|
|
Stock-based
compensation expense
|
-
|
-
|
54
|
-
|
-
|
-
|
-
|
-
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December
31, 2020
|
3,260,559
|
123
|
9,615
|
(786
)
|
851
|
316
|
3,816
|
528
|
14,463
|
|
Name of
entity
|
Ownership interest
held by the Group
|
Place of
incorporation and principal place of operation
|
Principal
activities
|
|
|
|
2020
|
2019
|
|
|
|
|
|
|
|
|
|
Euro Tech (Far
East) Limited
|
100
%
|
100
%
|
Hong
Kong
|
Marketing and
trading of water and waste water related process control,
analytical and testing instruments, disinfection equipment,
supplies and related automation systems
|
|
|
|
|
|
|
|
Euro Tech (China)
Limited
|
-
^
|
100
%
|
Hong
Kong
|
Inactive
|
|
|
|
|
|
|
|
Euro Tech Trading
(Shanghai) Limited
|
100
%
|
100
%
|
The
PRC
|
Marketing and
trading of water and waste water related process control,
analytical and testing instruments, disinfection equipment,
supplies and related automation systems
|
|
|
|
|
|
|
|
Shanghai Euro Tech
Limited
|
100
%
|
100
%
|
The
PRC
|
Manufacturing of
analytical and testing equipment
|
|
|
|
|
|
|
|
Shanghai Euro Tech
Environmental Engineering Company Limited
|
100
%
|
100
%
|
The
PRC
|
Inactive
|
|
Name of
entity
|
Ownership interest
held by the Group
|
Place of
incorporation and principal place of operation
|
Principal
activities
|
|
|
|
2020
|
2019
|
|
|
|
|
|
|
|
|
|
Yixing Pact
Environmental Technology Co., Ltd.
|
58
%
|
58
%
|
The
PRC
|
Design,
manufacturing and operation of water and waste water treatment
machinery and equipment
|
|
|
|
|
|
|
|
Pact Asia Pacific
Limited
|
58
%
|
58
%
|
The British Virgin
Islands
|
Selling of
environmental protection equipment, undertaking environment
protection projects and providing relevant technology advice,
training and services
|
|
|
|
|
|
|
|
Affiliate:
|
|
|
|
|
|
|
|
|
|
|
|
Zhejiang Tianlan
Environmental Protection Technology Co. Ltd. (“Blue
Sky”)
|
19.4
%*
|
19.4
%*
|
The
PRC
|
Design, general
contract, equipment manufacturing, installation, testing and
operation management of the treatment of waste gases
emitted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Engineering
segment
|
11,581
|
8,611
|
|
Office
premises
|
47
to 51 years
|
|
Leasehold
improvements
|
over terms of the
leases or the useful lives whichever is less
|
|
Furniture, fixtures
and office equipment
|
3
to 5 years
|
|
Motor
vehicles
|
4
years
|
|
Testing
equipment
|
3
years
|
|
|
Years ended
December 31,
|
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Operating lease
cost
|
257
|
193
|
|
Short-term lease
cost
|
64
|
153
|
|
|
|
|
|
Total lease
cost
|
321
|
346
|
|
|
Years ended
December 31,
|
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Cash paid for
amounts included in the measurement of lease
liabilities:
|
|
|
|
|
|
|
|
Operating cash
flows from operating leases
|
195
|
346
|
|
|
|
|
|
Right-of-use assets
obtained in exchange for lease obligations (noncash):
|
|
|
|
Operating
leases
|
-
|
460
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Operating
leases
|
|
|
|
Operating lease
right-of-use assets
|
233
|
406
|
|
|
|
|
|
Current portion of
long-term operating lease obligations
|
118
|
170
|
|
Long-term operating
lease obligations, net of current
maturities
|
94
|
216
|
|
|
|
|
|
Total operating
lease liabilities
|
212
|
386
|
|
|
|
|
|
|
|
|
|
Weighted average
remaining lease term
|
|
|
|
Operating
leases
|
16 months
|
27 months
|
|
|
|
|
|
Weighted average
discount rate
|
|
|
|
Operating
leases
|
5
%
|
5
%
|
|
|
|
|
|
|
Operating
leases
|
|
|
US$’000
|
|
|
|
|
Year ending
December 31,
|
|
|
2021
|
144
|
|
2022
|
102
|
|
|
|
|
Total lease
payments
|
246
|
|
Less: imputed
interest
|
(34
)
|
|
Total
|
212
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Contract
receivables
|
3,229
|
3,622
|
|
Less: allowance for
doubtful accounts
|
(30
)
|
(36
)
|
|
|
|
|
|
|
3,199
|
3,586
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Balance at
beginning of period
|
36
|
112
|
|
Less : reversal in
allowances
|
(6
)
|
(76
)
|
|
|
|
|
|
Balance at end of
period
|
30
|
36
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Current
|
2,014
|
1,495
|
|
|
|
|
|
Past
due
|
|
|
|
1-30
days
|
85
|
41
|
|
31-60
days
|
202
|
1,343
|
|
61-90
days
|
41
|
99
|
|
Greater than or
equal to 91 days
|
857
|
608
|
|
|
|
|
|
|
1,185
|
2,091
|
|
|
|
|
|
|
3,199
|
3,586
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Deposits
paid
|
838
|
344
|
|
Prepayments
|
168
|
151
|
|
Other
receivables
|
250
|
251
|
|
Other tax
recoverable
|
258
|
2
|
|
|
|
|
|
|
1,514
|
748
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Unbilled
revenue
|
202
|
441
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Deferred
revenue
|
1,063
|
869
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Contract
assets
|
202
|
441
|
|
Contract
liabilities
|
(1,063
)
|
(869
)
|
|
|
|
|
|
Net contract
liabilities
|
(861
)
|
(428
)
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Cost and estimated
earnings on uncompleted contracts
|
1,904
|
5,150
|
|
Less: billings to
date
|
(2,765
)
|
(5,578
)
|
|
|
|
|
|
|
(861
)
|
(428
)
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Unbilled
revenue
|
202
|
441
|
|
Deferred
revenue
|
(1,063
)
|
(869
)
|
|
|
|
|
|
|
(861
)
|
(428
)
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Raw
materials
|
63
|
85
|
|
Work in
progress
|
20
|
29
|
|
Finished
goods
|
259
|
472
|
|
|
|
|
|
|
342
|
586
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Office
premises*
|
673
|
1,866
|
|
Leasehold
improvements
|
157
|
155
|
|
Furniture, fixtures
and office equipment
|
557
|
511
|
|
Motor
vehicles
|
175
|
173
|
|
Testing
equipment
|
37
|
37
|
|
|
|
|
|
|
1,599
|
2,742
|
|
|
|
|
|
Less: Accumulated
depreciation
|
(1,340
)
|
(2,042
)
|
|
|
|
|
|
|
259
|
700
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
US$’000
|
US$’000
|
US$’000
|
|
|
|
|
|
|
Depreciation
charge
|
49
|
69
|
60
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
Balance
Sheet:
|
US$’000
|
US$’000
|
|
|
|
|
|
Current
assets
|
44,918
|
41,614
|
|
|
|
|
|
Non-current
assets
|
15,258
|
15,666
|
|
|
|
|
|
Total
assets
|
60,176
|
57,280
|
|
|
|
|
|
Total
liabilities
|
(30,889
)
|
(31,108
)
|
|
|
|
|
|
Total
shareholders’ equity
|
29,287
|
26,172
|
|
|
Year ended December
31,
|
|
|
|
2020
|
2019
|
|
Operating
results:
|
US$’000
|
US$’000
|
|
|
|
|
|
Net
sales
|
43,933
|
40,348
|
|
|
|
|
|
|
|
|
|
Operating
income
|
2,214
|
677
|
|
|
|
|
|
|
|
|
|
Net
income
|
1,946
|
704
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Dividend
payables
|
84
|
80
|
|
Deposits received
from customers
|
-
|
31
|
|
Rental deposit
received
|
4
|
12
|
|
Accruals for operating
expenses
|
1,500
|
941
|
|
Other tax
payables
|
5
|
78
|
|
|
|
|
|
|
1,593
|
1,142
|
|
|
2020
|
2019
|
|
|
|
|
|
Shares
issued
|
3,260,559
|
3,260,559
|
|
Less: shares under
treasury stock
|
(167,700
)
|
(167,700
)
|
|
|
|
|
|
|
3,092,859
|
3,092,859
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
US$’000
|
US$’000
|
US$’000
|
|
|
|
|
|
|
Exchange gain / (loss),
net
|
101
|
(30
)
|
7
|
|
Rental
income
|
59
|
82
|
51
|
|
Government
subsidies – Employment Support Scheme *
|
147
|
-
|
-
|
|
|
|
|
|
|
|
307
|
52
|
58
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
US$’000
|
US$’000
|
US$’000
|
|
Current taxes
(expense) / credit
|
|
|
|
|
Hong Kong profits
tax and the PRC EIT
|
(4
)
|
-
|
346
|
|
|
|
|
|
|
Income tax
(expense) / credit
|
(4
)
|
-
|
346
|
|
|
|
|
|
|
Deferred tax
expenses
|
|
|
|
|
Hong Kong and the
PRC
|
(92
)
|
(37
)
|
(34
)
|
|
|
|
|
|
|
Total deferred tax
expense
|
(92
)
|
(37
)
|
(34
)
|
|
|
|
|
|
|
Total (expense) /
credit
|
(96
)
|
(37
)
|
312
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
US$’000
|
US$’000
|
US$’000
|
|
|
|
|
|
|
Income / (loss)
before income taxes
|
498
|
173
|
(373
)
|
|
|
|
|
|
|
Computed tax using
respective companies’ statutory tax rates
|
133
|
69
|
254
|
|
Change in valuation
allowances
|
48
|
30
|
68
|
|
Under /
(over-provision) for income taxes in prior
years
|
-
|
(5
)
|
131
|
|
Non-deductible
expenses
|
(277
)
|
(131
)
|
(5
)
|
|
|
|
|
|
|
Income taxes (expense) / credit at
effective tax rate
|
(96
)
|
(37
)
|
312
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Tax
losses
|
901
|
858
|
|
Temporary
differences
|
(5
)
|
(19
)
|
|
Less: Valuation
allowances
|
(901
)
|
(752
)
|
|
|
|
|
|
Net deferred tax
(liabilities) / assets
|
(5
)
|
87
|
|
|
December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
Number of
shares
|
||
|
|
|
|
|
|
|
|
|
|
|
Weighted average
number of ordinary shares for the purposes of basic and diluted net
income per share
|
3,092,859
|
2,301,993
|
2,061,909
|
|
|
Year ended December
31,
|
|||||
|
|
2020
|
2019
|
2018
|
|||
|
|
Number
of
options
|
Weighted
average
exercise
price
|
Number
of
options
|
Weighted
average
exercise
price
|
Number
of
options
|
Weighted
average
exercise
price
|
|
|
|
US$
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
|
|
Outstanding,
beginning of year
|
51,000
|
2.60
|
-
|
-
|
-
|
-
|
|
Granted
|
-
|
-
|
51,000
|
2.60
|
-
|
-
|
|
|
|
|
|
|
|
|
|
Outstanding, end of
year
|
51,000
|
2.60
|
51,000
|
2.60
|
-
|
-
|
|
|
|
|
|
|
|
|
|
Exercisable, end of
year
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
US$’000
|
US$’000
|
US$’000
|
|
Revenue
|
|
|
|
|
Trading and
manufacturing
|
9,476
|
11,877
|
13,770
|
|
Engineering
|
3,881
|
5,522
|
6,334
|
|
|
|
|
|
|
|
13,357
|
17,399
|
20,104
|
|
Operating
loss
|
|
|
|
|
Trading and
manufacturing
|
(488
)
|
(102
)
|
(119
)
|
|
Engineering
|
(1,027
)
|
(158
)
|
(821
)
|
|
Unallocated
corporate expenses
|
(186
)
|
(180
)
|
(119
)
|
|
|
|
|
|
|
|
(1,701
)
|
(440
)
|
(1,059
)
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
US$’000
|
US$’000
|
US$’000
|
|
Depreciation:
|
|
|
|
|
Trading and
manufacturing
|
39
|
54
|
43
|
|
Engineering
|
10
|
15
|
17
|
|
|
|
|
|
|
|
49
|
69
|
60
|
|
|
|
|
|
|
Capital
expenditures, gross
|
|
|
|
|
Trading and
manufacturing
|
2
|
17
|
79
|
|
Engineering
|
9
|
4
|
6
|
|
|
|
|
|
|
|
11
|
21
|
85
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
Assets
|
|
|
|
Trading and
manufacturing
|
7,877
|
9,843
|
|
Engineering
|
12,218
|
12,370
|
|
|
|
|
|
|
20,095
|
22,213
|
|
Liabilities
|
|
|
|
Trading and
manufacturing
|
2,645
|
4,319
|
|
Engineering
|
2,987
|
2,557
|
|
|
|
|
|
|
5,632
|
6,876
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
US$’000
|
US$’000
|
US$’000
|
|
Revenue
-
|
|
|
|
|
The
PRC
|
5,072
|
6,886
|
8,026
|
|
Hong
Kong
|
8,024
|
10,169
|
11,169
|
|
Others
|
261
|
344
|
909
|
|
|
|
|
|
|
|
13,357
|
17,399
|
20,104
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
Hong
Kong
|
47
|
478
|
|
The
PRC
|
212
|
222
|
|
|
|
|
|
|
259
|
700
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
|
|
|
|
Supplier
A
|
30
%
|
53
%
|
55
%
|
|
Supplier
B
|
12
%
|
-
|
-
|
|
Supplier
C
|
10
%
|
7
%
|
8
%
|
|
Supplier
D
|
9
%
|
6
%
|
7
%
|
|
Supplier
E
|
6
%
|
6
%
|
7
%
|
|
Supplier
F
|
5
%
|
-
|
-
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
|
|
|
|
Customer
A
|
9
%
|
19
%
|
15
%
|
|
Customer
B
|
8
%
|
-
|
-
|
|
Customer
C
|
6
%
|
10
%
|
-
|
|
Customer
D
|
-
|
5
%
|
-
|
|
Customer
E
|
-
|
-
|
7
%
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
US$’000
|
US$’000
|
US$’000
|
|
Revenue
|
|
|
|
|
Trading and
manufacturing (
revenue recognized
at
point in time)
|
9,476
|
11,877
|
13,770
|
|
Engineering
(
revenue recognized
over
time)
|
3,881
|
5,522
|
6,334
|
|
|
13,357
|
17,399
|
20,104
|
|
|
Page
|
|
Reports of
Independent Registered Public Accounting Firm
|
F-45 to
F-46
|
|
Consolidated
Balance Sheets as of December 31, 2020 and 2019
|
F-47
|
|
Consolidated
Statements of Operations for the years ended December 31, 2020,
2019 and 2018
|
F-48
|
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2020,
2019 and 2018
|
F-49
|
|
Consolidated
Statements of Shareholders’ Equity for the years ended
December 31, 2020, 2019 and 2018
|
F-50
|
|
Notes to the
Consolidated Financial Statements
|
F-51 to
F-72
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
Assets
|
|
|
|
Current
assets:
|
|
|
|
Cash
|
50,969
|
11,614
|
|
Accounts
receivable, net
|
118,621
|
138,778
|
|
Prepayments and
other current assets
|
28,387
|
52,859
|
|
Contract assets,
net
|
94,494
|
80,961
|
|
Inventories
|
2,389
|
5,755
|
|
Short-term
investments
|
-
|
800
|
|
|
|
|
|
Total current
assets
|
294,860
|
290,767
|
|
|
|
|
|
Property, plant and
equipment, net
|
79,257
|
87,781
|
|
Intangible assets,
net
|
2,120
|
927
|
|
Land use right,
net
|
5,147
|
5,291
|
|
Deferred tax
assets
|
13,639
|
13,970
|
|
Long-term
investments
|
-
|
1,492
|
|
|
|
|
|
Total non-current
assets
|
100,163
|
109,461
|
|
|
|
|
|
Total
assets
|
395,023
|
400,228
|
|
|
|
|
|
Liabilities
and shareholders’ equity
|
|
|
|
Current
liabilities:
|
|
|
|
Bank
borrowings
|
20,029
|
26,841
|
|
Accounts
payable
|
97,795
|
89,372
|
|
Other payables and
accrued expenses
|
17,747
|
7,583
|
|
Contract
liabilities
|
47,135
|
55,898
|
|
Other taxes
payable
|
15,169
|
9,531
|
|
Current portion of
long-term finance lease obligations
|
-
|
25,785
|
|
|
|
|
|
Total current
liabilities
|
197,875
|
215,010
|
|
|
|
|
|
Deferred government
grant
|
4,894
|
2,349
|
|
|
|
|
|
Total non-current
liabilities
|
4,894
|
2,349
|
|
|
|
|
|
Total
liabilities
|
202,769
|
217,359
|
|
|
|
|
|
Commitments and
contingencies (Note 21)
|
|
|
|
|
|
|
|
Shareholders’
equity:
|
|
|
|
Share
capital
82,572,000
no par value shares authorised, issued and outstanding, as of
December 31, 2020 and 2019, respectively
|
82,572
|
82,572
|
|
Capital
reserve
|
35,761
|
35,510
|
|
PRC statutory
reserve
|
15,670
|
14,421
|
|
Retained
earnings
|
55,248
|
46,423
|
|
|
|
|
|
Total
shareholders’ equity attributable to Zhejiang Tianlan
Environmental Protection Technology Company Limited
|
189,251
|
178,926
|
|
Non-controlling
interests
|
3,003
|
3,943
|
|
|
|
|
|
Total
shareholders’ equity
|
192,254
|
182,869
|
|
|
|
|
|
|
|
|
|
Total
liabilities and shareholders’ equity
|
395,023
|
400,228
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
RMB’000
|
RMB’000
|
RMB’000
|
|
|
|
|
|
|
Revenues
|
304,710
|
277,581
|
330,244
|
|
|
|
|
|
|
Cost
of revenues
|
(261,478
)
|
(227,632
)
|
(274,062
)
|
|
|
|
|
|
|
Gross
profit
|
43,232
|
49,949
|
56,182
|
|
|
|
|
|
|
Selling and
administrative expenses
|
(60,393
)
|
(43,739
)
|
(48,546
)
|
|
|
|
|
|
|
Operating (loss) /
income
|
(17,161
)
|
6,210
|
7,636
|
|
|
|
|
|
|
Interest
income
|
30
|
50
|
53
|
|
Interest
expense
|
(1,676
)
|
(2,258
)
|
(2,998
)
|
|
Other
income
|
39,646
|
6,276
|
8,561
|
|
Other
losses
|
(5,481
)
|
(5,624
)
|
(47,446
)
|
|
|
|
|
|
|
Net
income / (loss) before income tax
|
15,358
|
4,654
|
(34,194
)
|
|
|
|
|
|
|
Income tax
(expense) / credit
|
(1,858
)
|
(296
)
|
7,967
|
|
|
|
|
|
|
Net
income / (loss)
|
13,500
|
4,358
|
(26,227
)
|
|
Net loss / (income)
attributable to non-controlling interests
|
2,032
|
484
|
(419
)
|
|
Net income / (loss)
attributable to Zhejiang Tianlan Environmental Protection
Technology Company Limited’s shareholders
|
15,532
|
4,842
|
(26,646
)
|
|
|
|
|
|
|
Net income / (loss)
per ordinary share attributable to Zhejiang Tianlan Environmental
Protection Technology Company Limited’s
shareholders
|
RMB
0.19
|
RMB
0.06
|
(RMB
0.32)
|
|
|
|
|
|
|
Weighted average
ordinary shares outstanding
|
82,572,000
|
82,572,000
|
82,572,000
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
RMB’000
|
RMB’000
|
RMB’000
|
|
Cash
flows from operating activities:
|
|
|
|
|
Net
income/(loss)
|
13,500
|
4,358
|
(26,227
)
|
|
Adjustments to
reconcile net income/(loss) to net cash provided by operating
activities:
|
|
|
|
|
Amortization of
intangible assets
|
142
|
152
|
152
|
|
Amortization of
land use right
|
159
|
149
|
149
|
|
Bad debts written
off
|
-
|
5,383
|
13,946
|
|
Depreciation
|
6,359
|
6,556
|
11,755
|
|
Gain on disposal of
property, plant and equipment
|
-
|
(39
)
|
-
|
|
Impairment loss on
contract assets
|
1,399
|
-
|
-
|
|
Impairment loss on
long-term investments
|
1,340
|
-
|
-
|
|
Impairment loss on
property, plant and equipment
|
2,742
|
-
|
33,500
|
|
Increase in
allowance for doubtful accounts
|
-
|
2,437
|
-
|
|
Investment
loss
|
-
|
241
|
-
|
|
Proceeds from
deferred government grant
|
-
|
2,349
|
-
|
|
Property, plant and
equipment written off
|
-
|
14
|
6
|
|
Reversal of
allowance for doubtful accounts
|
(6,463
)
|
-
|
-
|
|
Change in
non-current assets and liabilities:
|
|
|
|
|
Deferred government
grant
|
2,545
|
-
|
-
|
|
Deferred tax
assets
|
331
|
268
|
(7,969
)
|
|
Decrease /
(increase) in current assets:
|
|
|
|
|
Accounts
receivable, net
|
26,620
|
11,432
|
12,987
|
|
Prepayments and
other current assets
|
24,472
|
(6,369
)
|
1,403
|
|
Contract assets,
net
|
(14,932
)
|
20,033
|
18,262
|
|
Inventories
|
3,366
|
6,208
|
3,154
|
|
Short-term
investments
|
800
|
-
|
-
|
|
Increase/(decrease)
in current liabilities:
|
|
|
|
|
Accounts
payable
|
8,423
|
(17,272
)
|
(20,785
)
|
|
Other payables and
accrued expenses
|
10,164
|
(8,795
)
|
(3,295
)
|
|
Contract
liabilities
|
(8,763
)
|
14,852
|
(11,731
)
|
|
Other taxes
payable
|
5,638
|
(1,577
)
|
22
|
|
Current portion of
long-term finance lease obligations
|
(11,263
)
|
-
|
-
|
|
Tax
paid
|
(9,223
)
|
(4,299
)
|
(8,796
)
|
|
|
|
|
|
|
Net cash provided
by operating activities
|
57,356
|
36,081
|
16,533
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
Proceeds from
investment
|
295
|
-
|
-
|
|
Proceeds from sale
of long-term investments
|
-
|
-
|
133
|
|
Proceeds from sale
of partial shareholding in a subsidiary
|
137
|
510
|
-
|
|
Proceeds from sale
of property, plant and equipment
|
-
|
50
|
121
|
|
Proceeds from sale
of subsidiaries
|
-
|
-
|
7,717
|
|
Purchase of
intangible assets
|
(1,350
)
|
-
|
(8
)
|
|
Purchase of
long-term investments
|
-
|
-
|
(111
)
|
|
Purchase of
property, plant and equipment
|
(577
)
|
(1,584
)
|
(913
)
|
|
Purchase of
short-term investments
|
-
|
(800
)
|
-
|
|
Purchase of
subsidiary
|
(5,100
)
|
-
|
-
|
|
|
|
|
|
|
Net cash (used
in)/provided by investing activities
|
(6,595
)
|
(1,824
)
|
6,939
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
Repayments of bank
borrowings
|
(36,800
)
|
(63,000
)
|
(53,000
)
|
|
Payment of
principal obligations under long-term finance lease
|
-
|
(29,668
)
|
(28,615
)
|
|
Proceeds from bank
borrowings
|
30,000
|
44,841
|
65,000
|
|
Proceeds from
issuance of shares
|
-
|
-
|
2,450
|
|
Dividend paid to
shareholders and interest paid
|
(4,606
)
|
-
|
(9,908
)
|
|
|
|
|
|
|
Net cash used in
financing activities
|
(11,406
)
|
(47,827
)
|
(24,073
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase/(decrease) in cash and cash equivalents
|
39,355
|
(13,570
)
|
(601
)
|
|
|
|
|
|
|
Cash and cash
equivalents at beginning of year
|
11,614
|
25,184
|
25,785
|
|
|
|
|
|
|
Cash and cash
equivalents at end of year
|
50,969
|
11,614
|
25,184
|
|
|
|
|
|
|
|
RMB’000
|
RMB’000
|
RMB’000
|
|
Supplemental
disclosure of consolidated cash flow information:
|
|
|
|
|
|
|
|
|
|
Cash paid during
the period for income tax
|
-
|
5,237
|
8,796
|
|
Cash paid during
the period for interest
|
1,716
|
2,258
|
2,924
|
|
Finance leases
(disclosed in accompanying Note 3)
|
|
|
|
|
|
ZHEJIANG TIANLAN
ENVIRONMENTAL PROTECTION
TECHNOLOGY
COMPANY LIMITED’S
SHAREHOLDERS
|
|
|
|||
|
|
Share
capital
|
Capital
reserve
|
PRC statutory
reserve
|
Retained
earnings
|
Non-controlling
interests
|
Total
|
|
|
RMB’000
|
RMB’000
|
RMB’000
|
RMB’000
|
RMB’000
|
RMB’000
|
|
|
|
|
|
|
|
|
|
Balance
at
December 31,
2017
|
82,572
|
32,480
|
14,122
|
79,646
|
2,494
|
211,314
|
|
Net income /
(loss)
|
-
|
-
|
-
|
(26,646
)
|
419
|
(26,227
)
|
|
Dividend
paid
|
-
|
-
|
-
|
(9,908
)
|
-
|
(9,908
)
|
|
Capitalization of
gain on disposal of subsidiaries to the shareholders
|
-
|
1,874
|
-
|
-
|
(1,501
)
|
373
|
|
Appropriation of
reserves
|
-
|
1,212
|
(219
)
|
(993
)
|
-
|
-
|
|
Issuance of
share
|
-
|
-
|
-
|
-
|
2,450
|
2,450
|
|
Balance
at
December 31,
2018
|
82,572
|
35,566
|
13,903
|
42,099
|
3,862
|
178,002
|
|
Net income /
(loss)
|
-
|
-
|
-
|
4,842
|
(484
)
|
4,358
|
|
Appropriation of
reserves
|
-
|
-
|
518
|
(518
)
|
-
|
-
|
|
Others
|
-
|
(56
)
|
-
|
-
|
565
|
509
|
|
Balance
at
December 31,
2019
|
82,572
|
35,510
|
14,421
|
46,423
|
3,943
|
182,869
|
|
Net income /
(loss)
|
-
|
-
|
-
|
15,532
|
(2,032
)
|
13,500
|
|
Dividend
paid
|
-
|
-
|
-
|
(2,890
)
|
-
|
(2,890
)
|
|
Others
|
-
|
251
|
(436
)
|
(3,968
)
|
(269
)
|
(4,422
)
|
|
Appropriation of
reserves
|
-
|
-
|
1,685
|
(1,685
)
|
-
|
-
|
|
Consolidation of
companies under common control
|
-
|
3,600
|
-
|
1,836
|
2,122
|
7,558
|
|
Ordinary shares
injected by shareholders
|
-
|
-
|
-
|
-
|
(761
)
|
(761
)
|
|
Utilization of
reserve
|
-
|
(3,600
)
|
-
|
-
|
-
|
(3,600
)
|
|
Balance
at
December 31,
2020
|
82,572
|
35,761
|
15,670
|
55,248
|
3,003
|
192,254
|
|
Name of
entity
|
Ownership interest
held by the Group
|
Place of
incorporation and principal place of operation
|
Principal
activities
|
|
|
|
2020
|
2019
|
|
|
|
|
|
|
|
|
|
Zhejiang Tianlan
Environmental Protection Engineering Company Limited
|
100
%*
|
-
|
PRC
|
Design, general
contract, installation and operating management of environmental
protection projects
|
|
Hangzhou Tianlan
Environmental Protection Equipment Company Limited
|
51
%
|
51
%
|
PRC
|
Manufacturing and
installation services of environmental protection
equipment
|
|
Hangzhou Tianlan
Pure Environmental Protection Technology Company
Limited
|
38.25
%
|
40.8
%
|
PRC
|
Manufacturing of
environmental protection equipment
|
|
Hangzhou Tiancan
Environmental Technology Company Limited
|
80
%
|
100
%
|
PRC
|
Manufacturing of
environmental protection equipment
|
|
Land use
right
|
Over terms of the
leases
|
|
Buildings and
leasehold improvements
|
11 to 50 years,
with 5% residual value
|
|
Furniture, fixtures
and office equipment
|
5 years, with 5%
residual value
|
|
Motor
vehicles
|
5 years, with 5%
residual value
|
|
Plant and
machineries
|
5 to 10 years, with
5% residual value
|
|
|
Years ended
December 31,
|
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
Finance lease
cost:
|
|
|
|
Amortization of
right-of-use assets
|
5,837
|
4,347
|
|
Interest on lease
liabilities included under cost of revenue and selling and
administrative expenses
|
1,244
|
2,214
|
|
Total finance lease
cost
|
7,081
|
6,561
|
|
|
Years ended
December 31,
|
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
Cash paid for
amounts included in the measurement of lease
liabilities:
|
|
|
|
|
|
|
|
Finance cash flows
from finance leases
|
11,263
|
29,668
|
|
Right-of-use assets
obtained in exchange for lease obligations (noncash):
|
|
|
|
Finance
leases
|
-
|
-
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
Finance
leases
|
|
|
|
Property, plant and
equipment, at cost
|
-
|
121,208
|
|
Accumulated
depreciation and impairment losses
|
-
|
(71,508
)
|
|
|
|
|
|
Property, plant and
equipment, net
|
-
|
49,700
|
|
|
|
|
|
Current maturities
of long-term debt
|
-
|
25,785
|
|
Total finance lease
liabilities
|
-
|
25,785
|
|
|
|
|
|
Weighted average
remaining lease term
|
|
|
|
Finance
leases
|
-
|
1 year
|
|
|
|
|
|
Weighted average
discount rate
|
|
|
|
Finance
leases
|
5.9
%
|
5.9
%
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
Contract
receivables
|
160,803
|
165,262
|
|
Less: allowance for
doubtful accounts
|
(42,182
)
|
(26,484
)
|
|
|
|
|
|
|
118,621
|
138,778
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
Balance at
beginning of period
|
26,484
|
24,047
|
|
Add: provision for
allowances
|
22,161
|
2,437
|
|
Less: Reversal of
provision for allowances
|
(6,463
)
|
-
|
|
|
|
|
|
Balance at end of
period
|
42,182
|
26,484
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
Within 1
year
|
76,590
|
96,456
|
|
1 year - 2
years
|
31,389
|
30,252
|
|
2 years - 3
years
|
6,128
|
6,260
|
|
3 years - 4
years
|
3,678
|
5,179
|
|
4 years - 5
years
|
836
|
631
|
|
|
|
|
|
|
118,621
|
138,778
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
Prepayments
|
16,632
|
19,962
|
|
Deposits paid for bidding projects and temporary
payments
|
10,448
|
13,988
|
|
Deposits for
finance leases
|
-
|
17,512
|
|
Other current
assets
|
1,307
|
1,397
|
|
|
|
|
|
|
28,387
|
52,859
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
Unbilled
revenue
|
94,494
|
80,961
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
Deferred
revenue
|
47,135
|
55,898
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
Contract
assets
|
94,494
|
80,961
|
|
Contract
liabilities
|
(47,135
)
|
(55,898
)
|
|
|
|
|
|
Net contract
assets
|
47,359
|
25,063
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
Costs and estimated
earnings on uncompleted contracts
|
406,064
|
433,195
|
|
Less: billings to
date
|
(358,705
)
|
(408,132
)
|
|
|
|
|
|
|
47,359
|
25,063
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
Gross contract
assets
|
102,144
|
80,961
|
|
Less: allowance for
doubtful accounts
|
(7,650
)
|
-
|
|
|
|
|
|
|
94,494
|
80,961
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
Raw
materials
|
341
|
5,742
|
|
Finished
goods
|
2,048
|
13
|
|
|
|
|
|
|
2,389
|
5,755
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
|
|
|
|
Building and
leasehold improvements
|
167,874
|
167,874
|
|
Furniture, fixtures
and office equipment
|
3,658
|
3,543
|
|
Motor
vehicles
|
4,808
|
4,808
|
|
Plant and
machineries
|
9,399
|
8,937
|
|
|
|
|
|
Total
|
185,739
|
185,162
|
|
|
|
|
|
Less: Accumulated
depreciation and amortization
|
(70,241
)
|
(63,881
)
|
|
Accumulated
impairment losses
|
(36,241
)
|
(33,500
)
|
|
|
|
|
|
Total
|
(106,482
)
|
(97,381
)
|
|
|
|
|
|
Net
|
79,257
|
87,781
|
|
|
|
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
RMB’000
|
RMB’000
|
RMB’000
|
|
|
|
|
|
|
Depreciation
charge
|
6,359
|
6,556
|
11,755
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
Amortizable
intangible assets
|
|
|
|
|
|
|
|
Gross carrying
amount
|
|
|
|
Patents
|
3,750
|
2,400
|
|
Others
|
165
|
165
|
|
|
|
|
|
|
3,915
|
2,565
|
|
|
|
|
|
Less: Accumulated
amortization
|
(1,795
)
|
(1,638
)
|
|
|
|
|
|
Net carrying
amount
|
2,120
|
927
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
RMB’000
|
RMB’000
|
RMB’000
|
|
|
|
|
|
|
Amortization
expense
|
142
|
152
|
152
|
|
|
Future
amortization expense
|
|
|
RMB’000
|
|
|
|
|
2021
|
142
|
|
2022
|
142
|
|
2023
|
142
|
|
2024
|
142
|
|
2025
|
142
|
|
Thereafter
|
1,410
|
|
|
|
|
Total
|
2,120
|
|
|
Future amortization
expense
|
|
|
RMB’000
|
|
|
|
|
2020
|
152
|
|
2021
|
152
|
|
2022
|
152
|
|
2023
|
152
|
|
2024
|
152
|
|
Thereafter
|
167
|
|
|
|
|
Total
|
927
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
Gross carrying
amount
|
|
|
|
|
|
|
|
Land use
right
|
7,361
|
7,361
|
|
Less: Accumulated
amortization
|
(2,214
)
|
(2,070
)
|
|
|
|
|
|
Net carrying
amount
|
5,147
|
5,291
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
RMB’000
|
RMB’000
|
RMB’000
|
|
|
|
|
|
|
Amortization
expense
|
159
|
149
|
149
|
|
|
Future amortization
expense
|
|
|
RMB’000
|
|
|
|
|
2021
|
159
|
|
2022
|
159
|
|
2023
|
159
|
|
2024
|
159
|
|
2025
|
159
|
|
Thereafter
|
4,352
|
|
|
|
|
Total
|
5,147
|
|
|
Future amortization
expense
|
|
|
RMB’000
|
|
|
|
|
2020
|
149
|
|
2021
|
149
|
|
2022
|
149
|
|
2023
|
149
|
|
2024
|
149
|
|
Thereafter
|
4,546
|
|
|
|
|
Total
|
5,291
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
Bank loans borrowed
by the Company (note i)
|
10,014
|
21,834
|
|
Bank loans borrowed
by subsidiaries of the Company (note ii)
|
10,015
|
5,007
|
|
|
20,029
|
26,841
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
Accrued
expenses
|
7,629
|
5,312
|
|
Output VAT
|
6,529
|
-
|
|
Deposits received and temporary receipts
|
3,589
|
2,271
|
|
|
|
|
|
|
17,747
|
7,583
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
RMB’000
|
RMB’000
|
RMB’000
|
|
|
|
|
|
|
Compensation
income
|
22,548
|
-
|
-
|
|
Gain on disposal of
property, plant and equipment
|
-
|
39
|
-
|
|
Investment
income
|
266
|
-
|
1,661
|
|
Amounts
waived by payees
|
4,535
|
280
|
1,363
|
|
Reversal of
allowance for doubtful accounts
|
6,463
|
-
|
-
|
|
Subsidy income from
PRC government
|
5,834
|
5,957
|
5,537
|
|
|
|
|
|
|
|
39,646
|
6,276
|
8,561
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
RMB’000
|
RMB’000
|
RMB’000
|
|
|
|
|
|
|
Bad debts written
off
|
-
|
5,383
|
13,946
|
|
Impairment loss on
contract assets
|
1,399
|
-
|
-
|
|
Impairment loss on
long-term investments
|
1,340
|
-
|
-
|
|
Impairment loss on
property, plant and equipment
|
2,742
|
-
|
33,500
|
|
Investment
loss
|
-
|
241
|
-
|
|
|
|
|
|
|
|
5,481
|
5,624
|
47,446
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
RMB’000
|
RMB’000
|
RMB’000
|
|
|
|
|
|
|
|
|
|
|
|
Current tax
expense
|
|
|
|
|
PRC
EIT
|
757
|
28
|
2
|
|
|
|
|
|
|
Income tax
expense
|
757
|
28
|
2
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax
expense/(credit)
|
1,101
|
268
|
(7,969
)
|
|
|
|
|
|
|
Total deferred tax
expense/(credit)
|
1,101
|
268
|
(7,969
)
|
|
|
|
|
|
|
Total
expense/(credit)
|
1,858
|
296
|
(7,967
)
|
|
|
Year ended December
31,
|
||
|
|
2020
|
2019
|
2018
|
|
|
RMB’000
|
RMB’000
|
RMB’000
|
|
|
|
|
|
|
Income/(loss)
before income tax
|
15,358
|
4,654
|
(34,194
)
|
|
Computed tax using
respective companies’ statutory tax rates
|
2,304
|
642
|
(4,987
)
|
|
(Over)-provision
for income tax in prior years
|
(48
)
|
-
|
-
|
|
Temporary
differences
|
182
|
202
|
(272
)
|
|
Tax effect of
revenue not subject to tax
|
-
|
-
|
(3,024
)
|
|
Tax effect of
expenses not deductible for tax purposes
|
2,306
|
693
|
316
|
|
Tax effect of
special deduction for research and development costs
|
(3,001
)
|
(2,103
)
|
-
|
|
Others
|
115
|
862
|
-
|
|
Income taxes
expense/(credit) at effective tax rate
|
1,858
|
296
|
(7,967
)
|
|
|
December
31,
|
|
|
|
2020
|
2019
|
|
|
RMB’000
|
RMB’000
|
|
|
|
|
|
Allowance for
doubtful accounts
|
6,184
|
7,464
|
|
Deferred government
grant
|
750
|
-
|
|
Impairment losses
on assets
|
6,705
|
5,025
|
|
Tax
losses
|
-
|
1,481
|
|
|
|
|
|
Total deferred tax
assets
|
13,639
|
13,970
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|