UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission File Number: 001-34997
CHINA SHENGDA PACKAGING GROUP INC. (Exact Name of Registrant as Specified in Its Charter)
Nevada
26-1559574
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
No. 2 Beitang Road Xiaoshan Economic and Technological Development Zone Hangzhou, Zhejiang Province 311215 People’s Republic of China (Address of principal executive offices, Zip Code)
(86) 571-82838805 (Registrant’s telephone number, including area code)
_____________________________________________________ (Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
Smaller reporting company [ X ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ X ]
The number of shares outstanding of each of the issuer’s classes of common stock, as of August 12, 2011 is as follows:
Class of Securities
Shares Outstanding
Common Stock, $0.001 par value
39,456,311
CHINA SHENGDA PACKAGING GROUP INC.
Quarterly Report on Form 10-Q
Three and Six Months Ended June 30, 2011
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
Item 1.
Financial Statements.
1
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
3
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
11
Item 4.
Controls and Procedures.
11
PART II
OTHER INFORMATION
Item 1.
Legal Proceedings
12
Item 1A.
Risk Factors.
13
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
13
Item 3.
Defaults Upon Senior Securities
13
Item 4.
(Removed and Reserved)
13
Item 5.
Other Information.
13
Item 6.
Exhibits
13
i
PART I FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS.
CHINA SHENGDA PACKAGING GROUP, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS
Contents
Page(s)
Consolidated Balance Sheets
2
Consolidated Statements of Income and Other Comprehensive Income
3
Consolidated Statements of Cash Flows
4
Notes to Consolidated Financial Statements
5-[*]
1
CHINA SHENGDA PACKAGING GROUP INC.
_______________________________________
Consolidated Financial Statements
June 30, 2011
_______________________________________
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES
CONTENTS
Page
Consolidated financial statements:
Consolidated balance sheets
F-3
Consolidated statements of income and comprehensive income
F-4
Consolidated statements of cash flows
F-5
Notes to the consolidated financial statements
F-6 - F-22
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Amounts in US$)
June 30,
December 31,
2011
2010
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents
$
24,119,561
$
35,581,323
Restricted cash
3,408,312
12,424,230
Accounts and notes receivable, net
35,381,519
31,370,130
Inventories
20,311,207
19,201,776
Prepayments and other receivables
2,346,709
3,510,304
Amount due from related parties
344,653
166,747
Total current assets
85,911,961
102,254,510
Non-current assets
Property, plant and equipment, net
33,874,598
32,690,544
Prepayment for land use right to related party
11,602,500
11,377,500
Customer relationship, net
774,874
989,307
Deferred tax assets
434,918
457,964
Goodwill
171,504
168,178
Total assets
$
132,770,355
$
147,938,003
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts and notes payable
$
22,215,637
$
44,904,679
Amounts due to related parties
162,705
360,358
Accrued expenses and other payables
1,548,681
1,824,539
Taxes payable
2,922,954
2,770,434
Short-term loans
11,911,900
11,680,900
Total current liabilities
38,761,877
61,540,910
Non-current liabilities
Deferred tax liabilities
193,718
247,327
Total liabilities
38,955,595
61,788,237
Commitment and contingencies
-
-
Stockholders’ equity
Stockholders’ equity
Common stock (US$0.001 par value, 190,000,000 shares authorized, 39,456,311 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively)
39,456
39,456
Additional paid-in capital
43,765,243
43,765,243
Appropriated retained earnings
6,551,179
6,551,179
Unappropriated retained earnings
36,791,948
31,078,940
Accumulated other comprehensive income
6,666,934
4,714,948
Total stockholders’ equity
93,814,760
86,149,766
Total liabilities and stockholders’ equity
$
132,770,355
$
147,938,003
See notes to the consolidated financial statement
F-3
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Amounts in US$)
Three months ended June 30,
Six months ended June 30,
2011
2010
2011
2010
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Revenues
$
32,585,321
$
33,313,020
$
59,511,365
$
60,911,671
Cost of goods sold
26,377,850
23,927,120
46,227,594
43,598,999
Gross profit
6,207,471
9,385,900
13,283,771
17,312,672
Operating expenses
Selling expenses
1,149,984
1,154,933
2,282,167
2,193,232
General and administrative expenses
2,616,389
1,559,210
4,819,065
2,465,631
3,766,373
2,714,143
7,101,232
4,658,863
Other income (expenses)
Interest income
86,877
287,045
211,410
382,794
Interest expense
(161,663
)
(133,131
)
(329,588
)
(285,999
)
Subsidy income
283,691
-
706,650
-
208,905
153,914
588,472
96,795
Income before income tax expense andnoncontrolling interest
2,650,003
6,825,671
6,771,011
12,750,604
Income tax expense
381,402
1,670,263
1,058,003
3,034,276
Net income
2,268,601
5,155,408
5,713,008
9,716,328
Less: net income attributable to noncontrolling interest
-
(163,670
)
-
(415,279
)
Net income attributable to Company’scommon stockholders
$
2,268,601
$
4,991,738
$
5,713,008
$
9,301,049
Basic and diluted earnings per share
$
0.06
$
0.16
$
0.14
$
0.32
Weighted-average number of sharesoutstanding - basic and diluted
39,456,311
30,789,917
39,456,311
29,194,958
Comprehensive income:
Net income
2,268,601
5,155,408
5,713,008
9,716,328
Foreign currency translation adjustment
1,622,471
189,830
1,951,986
195,123
Comprehensive income
3,891,072
5,345,238
7,664,994
9,911,451
Less: comprehensive income attributable to noncontrolling interest
-
(161,663
)
-
(413,581
)
$
3,891,072
$
5,183,575
$
7,664,994
$
9,497,870
See notes to the consolidated financial statements
F-4
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in US$)
Six months ended June 30,
2011
2010
(Unaudited)
(Unaudited)
Cash flows from operating activities
Net income
$
5,713,008
$
9,716,328
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expenses
1,913,758
1,576,588
Change in operating assets and liabilities:
Restricted cash
9,141,882
2,200,500
Accounts and notes receivable
(3,175,947
)
( 7,064,875
)
Inventories
(720,265
)
(6,463,511
)
Prepayments and other receivables
1,346,868
(79,545
)
Accounts and notes payable
(23,272,261
)
3,448,275
Amount due to related party
(374,484
)
(2,143,715
)
Deferred tax
(26,055
)
(15,200
)
Accrued expenses and other payables
(307,907
)
54,629
Tax payables
96,468
1,404,756
Net cash (used in) provided by operating activities
(9,664,935
)
2,634,230
Cash flows from investing activities
Purchase of property, plant and equipment
(2,343,201
)
(1,009,383
)
Net cash used in investing activities
(2,343,201
)
(1,009,383
)
Cash flows from financing activities
Net proceeds from private placement
-
4,015,073
Proceeds from short-term loans
14,048,400
5,574,600
Repayment of short-term loans
(14,048,400
)
(5,134,500
)
Dividend paid to Cheng Loong
-
(127,443
)
Net cash flows provided by financing activities
-
4,327,730
Effect of foreign currency exchange rate fluctuation on cash and cash equivalents
546,374
76,250
Net changes in cash and cash equivalents
(11,461,762
)
6,028,827
Cash and cash equivalents, beginning of period
35,581,323
12,695,444
Cash and cash equivalents, end of period
$
24,119,561
$
18,724,271
Cash paid during the period for:
Interest paid
$
329,588
$
285,999
Income taxes paid
$
1,918,714
$
1,185,722
See notes to the consolidated financial statements
F-5
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
1.
PRINCIPAL ACTIVITIES AND ORGANIZATION
The consolidated financial statements include the financial statements of China Shengda Packaging Group Inc. (the “Company” or “China Shengda Packaging”) and its subsidiaries, Evercharm Holdings Limited (“Evercharm”), Zhejiang Great Shengda Packaging Co., Ltd (“Great Shengda”), Zhejiang Shengda Color Pre- printing Co. Ltd (“Shengda Color”), Hangzhou Shengming Paper Co., Ltd (“Hangzhou Shengming”) and Suzhou Asian and American Paper Products Co., Ltd (“Suzhou AA”). The Company and its subsidiaries are collectively referred to as the “Group”.
China Shengda Packaging was incorporated in the State of Nevada on March 16, 2007 as a web-based service provider offering an online service where health practitioners could purchase products and services to improve their work and home lives, including books, CDs, clothing, and accessories geared towards the needs of these practitioners. However, it did not engage in any operations and was dormant from its inception until its reverse acquisition of Evercharm on April 8, 2010.
On April 8, 2010, the Company completed a reverse acquisition transaction through a share exchange with Evercharm and its sole shareholder, Shengda (Hangzhou) Holdings Limited (“Shengda Holdings”), whereby China Shengda Packaging acquired 100% of the issued and outstanding capital stock of Evercharm, in exchange for 27,600,000 shares of China Shengda Packaging’s common stock, which constituted 92% of its issued and outstanding shares on a fully-diluted basis of China Shengda Packaging immediately after the consummation of the reverse acquisition. As a result of the reverse acquisition, Evercharm became China Shengda Packaging’s wholly-owned subsidiary and Shengda Holdings, the former shareholder of Evercharm, became China Shengda Packaging’s controlling stockholder. The share exchange transaction with Evercharm was treated as a reverse acquisition, with Evercharm as the accounting acquirer and China Shengda Packaging as the acquired party.
On April 8, 2010, the Company amended its articles of incorporation and changed the name from "Healthplace Corporation" to "China Shengda Packaging Group Inc." to more accurately reflect its new business.
On April 29, 2010, the Company completed a private placement of shares of its common stock with a group of accredited investors. Pursuant to a securities purchase agreement with the investors, the Company issued to the investors an aggregate of 1,456,311 shares at a price per share of US$3.43 for US$5 million. Net proceeds after deducting offering costs were approximately US$4.0 million.
On December 10, 2010, the Company completed a public offering and issued an aggregate of 8,000,000 shares at a price per share of US$4.0 for US$32 million. Net proceeds after deducting offering costs were approximately US$29.7 million.
Evercharm was incorporated in British Virgin Islands (“BVI”) on September 15, 2004, and is a holding company without any operation.
Great Shengda, Evercharm’s wholly-owned subsidiary, was incorporated in Hangzhou city, Zhejiang province, People’s Republic of China (“PRC”) on November 22, 2004. Its registered capital was US$39 million as of June 30, 2011. Great Shengda is engaged in manufacturing and processing corrugated fibreboard boxes and paper board and package decoration printing and selling.
Shengda Color, Great Shengda’s 100% wholly-owned subsidiary, was incorporated in Hangzhou city, Zhejiang province, PRC on August 8, 2005 with registered capital of RMB10 million. Shengda Color is engaged in the manufacturing and sale of paper boxes and paper board, as well as the research and development of paper packing technology.
F-6
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
Hangzhou Shengming, was incorporated in Hangzhou city, Zhejiang province, PRC on December 28, 2006 with registered capital of US$12 million. It was 50% held by Shengda Color and 50% held by Cheng Loong (Hangzhou) Investment Co., Ltd., (“Cheng Loong”), a company incorporated in Samoa. According to a share purchase agreement between Cheng Loong and Shengda Color dated November 22, 2007, and the approval certificate issued on December 21, 2007 by Zhejiang Government, Shengda Color purchased 25% of the equity interest of Hangzhou Shengming from Cheng Loong (the “Acquisition”) with cash consideration of US$3 million. Hangzhou Shengming became Shengda Color’s 75% subsidiary after the Acquisition. On July 1, 2010, Evercharm entered into a share transfer agreement (the “Share Transfer Agreement”) relating to the acquisition of the remaining 25% equity interest in Hangzhou Shengming from Cheng Loong, with cash consideration amounting to US$3 million (the “2nd Acquisition”). After the 2nd Acquisition, Hangzhou Shengming became a wholly-owned subsidiary of the Company. Resulting from the 2nd Acquisition, the noncontrolling interest amounting to approximate US$4 million as of June 30, 2010 was derecognized and the difference between the cash consideration and the noncontrolling interest amounting to approximate $1 million was recognized as additional paid-in capital.
Suzhou AA was incorporated in Suzhou city, Jiangsu province, PRC on June 22, 2010, with registered capital amounting to RMB1.58 million. It is engaged in manufacturing and sales of paper products. On August 12, 2010, Great Shengda acquired 100% equity interest of Suzhou AA from its original shareholders, for cash consideration amounting to US$0.44 million.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)
Change of reporting entity and basis of presentation
As a result of the Share Exchange on April 8, 2010, Evercharm became a wholly owned subsidiary of China Shengda Packaging. The former Evercharm’s shareholders owned a majority of the common stock of the Company. The transaction was regarded as a reverse merger whereby Evercharm was considered to be the accounting acquirer as its shareholders retained control of the Company after the Share Exchange, although China Shengda Packaging is the legal parent company. The Share Exchange was treated as a recapitalization of the Company. As such, Evercharm is the continuing entity for financial reporting purposes. In a reverse acquisition, the historical shareholder’s equity of the accounting acquirer prior to the merger is retroactively reclassified (a recapitalization) for the equivalent number of shares received in the merger after giving effect to any difference in par value of the registrant’s and the accounting acquirer’s stock by an offset in paid in capital. Therefore, the consolidated financial statements have been prepared as if Evercharm had always been the reporting company and then on the Share Exchange date, had changed its name and reorganized its capital stock.
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.
The consolidated interim financial information as of June 30, 2011 and for the three and six-month periods ended June 30, 2011 and 2010 have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have not been included. The interim consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, previously filed with the SEC.
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of June 30, 2011, its consolidated results of operations and cash flows for the three and six-month periods ended June 30, 2011 and 2010, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.
F-7
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
Noncontrolling interest represents the ownership interests in a subsidiary that was held by owners other than the parent and is part of the equity of the consolidated group. The noncontrolling interest is reported in the consolidated statement of financial position within equity, separately from the parent’s equity. Net income or loss and comprehensive income or loss are attributed to the parent and the noncontrolling interest. If losses attributable to the parent and the noncontrolling interest in a subsidiary exceed their interests in the subsidiary’s equity, the excess, and any further losses attributable to the parent and the noncontrolling interest, is attributed to those interests.
(b)
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the Group to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
(c)
Business combination
For a business combination with acquisition date on or after January 1, 2009, the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree were recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, were recognized at the full amounts of their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any noncontrolling interest in the acquiree, that excess in earnings was recognized as a gain attributable to the Group.
Deferred tax liability and asset were recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 740-10.
(d)
Cash and cash equivalents
Cash includes not only currency on hand but demand deposits with banks or other financial institutions. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less. No cash and cash equivalents are restricted as to withdrawal or usage.
(e)
Restricted cash
Restricted cash represents the deposits held as compensating balances against banks’ acceptances issued, amounting to US$3,408,312 and US$12,424,230 as of June 30, 2011 and December 31, 2010, respectively.
(f)
Accounts and notes receivable
Accounts receivable are recognized and carried at original sales amounts less an allowance for uncollectible accounts, as needed.
Accounts receivable are reviewed periodically as to whether they are past due based on contractual terms and their carrying value has become impaired. An allowance for doubtful accounts is recorded in the period in which loss is determined to be probable based on an assessment of specific evidence indicating doubtful collection, historical experience, account balance aging and prevailing economic conditions. Accounts receivable balances are written off after all collection efforts have been exhausted. No significant account receivable balance was written off for six months ended June 30, 2011 and 2010, respectively.
F-8
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
Notes receivable represent banks’ acceptances that have been arranged with third-party financial institutions by certain customers to settle their purchases from us. These banks’ acceptances are non-interest bearing and are collectible within six months. Such sales and purchasing arrangements are consistent with industry practices in the PRC.
There are no outstanding amounts from customers that individually represent greater than 10% of the total balance of accounts receivable as of June 30, 2011 and December 31, 2010.
(g)
Inventories
Inventories are stated at lower of cost or market. Cost is determined using weighted average method. Inventory includes raw materials and finished goods. The variable production overheads are allocated to each unit of production on the basis of the actual use of the production facilities. The allocation of fixed production overheads to the costs of conversion is based on the normal capacity of the production facilities.
Where there is evidence that the utility of inventories, in their disposal in the ordinary course of business, will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels, or other causes, a provision is accrued for the difference with charges to cost of sales.
(h)
Property, plant and equipment
Other than those acquired in a business combination, property, plant and equipment are stated at historical cost less accumulated depreciation and impairment. The historical cost of acquiring an item of property, plant and equipment includes the costs necessarily incurred to bring it to the condition and location necessary for its intended use. If an item of property, plant and equipment requires a period of time in which to carry out the activities necessary to bring it to that condition and location, the interest cost incurred during that period as a result of expenditures for the item is a part of the historical cost. This item is categorized as construction in progress and is not depreciated until substantially all the activities necessary to bring it to the condition and location necessary for its intended use are completed.
Depreciation of property, plant and equipment is calculated using the straight-line method (after taking into account their respective estimated residual value) over the estimated useful lives of the assets as follows.
Years
Residual value
Buildings and improvements
5-20
5%-10%
Machinery
10
5%-10%
Office equipment
3-5
5%-10%
Motor vehicles
5
5%-10%
Depreciation of property, plant and equipment attributable to manufacturing activities is capitalized as part of inventories, and expensed to cost of goods sold when inventories are sold.
Expenditures for maintenance and repairs are expensed as incurred.
The gain or loss on the disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statements of operations.
Construction in progress represented capital expenditure in respect of direct costs of construction or acquisition and design fees incurred. Capitalization of these costs ceases and the construction in progress is transferred to the appropriate category of property, plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. Construction in progress is not depreciated.
F-9
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
(i)
Goodwill
Goodwill represents the excess of acquisition costs over the fair value of tangible net assets and identifiable intangible assets of businesses acquired. Goodwill and certain other intangible assets deemed to have indefinite lives are not amortized. Intangible assets determined to have definite lives are amortized over their useful lives. Goodwill and indefinite lived intangible assets are subject to impairment testing annually as of the fiscal year- end or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable, using the guidance and criteria described in ASC Topic 350, “Goodwill and Other Intangible Assets”. This testing compares carrying values to fair values and, when appropriate, the carrying value of these assets is reduced to fair value.
(j)
Customer relationship
Customer relationship are amortized on a straight line basis over their respective estimated useful lives, which are the periods over which the assets are expected to contribute directly or indirectly to the future cash flows of the Group.
(k)
Impairment of long-lived assets
A long-lived asset (disposal group) classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell. A long-lived asset is not depreciated (amortized) while it is classified as held for sale. A gain or loss not previously recognized that result from the sale of a long-lived asset (disposal group) is recognized at the date of sale.
A long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. An impairment loss is recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). The assessment is based on the carrying amount of the asset (asset group) at the date it is tested for recoverability, whether in use or under development. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. There were no events or changes in circumstances that necessitated a review of impairment of long-lived assets as of June 30, 2011 and December 31, 2010, respectively.
(l)
Foreign currency translation and transactions
The Company’s and Evercharm’s functional currency is the United States dollar (“US$”). The functional currency of the Company’s subsidiaries in the PRC is Renminbi (“RMB”).
At the date a foreign currency transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured initially in the functional currency of the recording entity by use of the exchange rate in effect at that date. The increase or decrease in expected functional currency cash flows upon settlement of a transaction resulting from a change in exchange rates between the functional currency and the currency in which the transaction is denominated is recognized as foreign currency transaction gain or loss that is included in determining net income for the period in which the exchange rate changes. At each balance sheet date, recorded balances that are denominated in a foreign currency are adjusted to reflect the current exchange rate.
The Company’s reporting currency is US$. Assets and liabilities of the PRC subsidiaries are translated at the current exchange rate at the balance sheet dates, and revenues and expenses are translated at the average exchange rates during the reporting periods. Translation adjustments are reported in other comprehensive income.
F-10
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
(m)
Commitments and contingencies
In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, product and environmental liability, and tax matters. In accordance with ASC Topic 450 the Group records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Historically, the Group has not experienced any material service liability claims.
(n)
Appropriated retained earnings
The income of the Company’s PRC subsidiaries is distributable to its stockholders after transfer to reserves as required by relevant PRC laws and regulations and the subsidiaries’ articles of association. Appropriations to the reserves are approved by the respective boards of directors.
Reserves include statutory reserves and other reserves. Statutory reserves can be used to make good previous years’ losses, if any, and may be converted into capital in proportion to the existing equity interests of stockholders, provided that the balance after such conversion is not less than 25% of the registered capital. The appropriation of statutory reserve may cease to apply if the balance of the fund is equal to 50% of the entity’s registered capital. Pursuant to relevant PRC laws and articles of association of Great Shengda, Shengda Color, Hangzhou Shengming and Suzhou AA, the appropriation to the statutory reserves and other reserves is 15% of net profit after taxation of respective entity, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP might differ from those reflected in the statutory financial statements of the Company’s subsidiaries.
As of June 30, 2011 and December 31, 2010, the statutory reserve recorded by the Company’s subsidiaries incorporated in the PRC amounted to US$6,551,179 and US$6,551,179, respectively.
As of June 30, 2011, the statutory reserve balances of Great Shengda, Hangzhou Shengming, Shengda Color and Suzhou AA accounted for approximately 13.7%, 9.2%, 48.2% and 8.8% of their registered capital, respectively. The future income of these subsidiaries will be subject to statutory reserve.
(o)
Revenue recognition
The Group recognizes revenue in accordance with ASC Topic 605. All of the following criteria must exist in order for the Group to recognize revenue: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) price to the buyer is fixed or determinable; and (4) collectability is reasonably assured.
Delivery does not occur until products have been shipped to the customers, risk of loss has transferred to the customers and customers’ acceptance has been obtained, or the Group has objective evidence that the criteria specified in customers’ acceptance provisions have been satisfied. The sales price is not considered to be fixed or determinable until all contingencies related to the sale have been resolved.
In the PRC, value added tax (the “VAT”) of 17% on invoice amount is collected in respect of the sales of goods on behalf of tax authorities. Revenue is recognized on a net basis, and the VAT collected is not recognized as revenue of the Company.
F-11
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
(p)
Research and development costs
Research and development costs are expensed as incurred. These expenses consist of the costs of the Company’s internal research and development activities and the costs of developing new products and enhancing existing products. Research and development costs amounted to US$1,696,724 and US$38,466 for the six months ended June 30, 2011 and 2010, respectively. US$930,114 and US$22,930 were recorded in general and administrative expenses for the three months ended June 30, 2011 and 2010, respectively.
(q)
Advertising
Advertising which generally represents the cost of promotions to create or stimulate a positive image of the Group or a desire to buy the Group’s products and services, are expensed as incurred. Advertising costs amounted to US$14,439 and US$25,188 for the six months ended June 30, 2011 and 2010, respectively. US$5,697 and US$25,055 was recorded in the selling expenses for three months ended June 30, 2011 and 2010, respectively.
(r)
Retirement and other postretirement benefits
Full-time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, maternity insurance, work-related injury insurance and other welfare benefits are provided to employees. Chinese labor regulations require that the PRC subsidiaries of the Group make contributions to the government for these benefits based on certain percentages of the employees’ salaries. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were approximately US$561,657 and US$189,824 for the six months ended June 30, 2011 and 2010, respectively. US$249,668 and US$105,818 for three months ended June 30, 2011 and 2010, respectively.
(s)
Income taxes
The Group follows ASC Topic 740, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
(t)
Uncertain tax positions
The Group follows ASC Topic 740, according to which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. The Group did not have any interest and penalties associated with tax positions and did not have any significant unrecognized uncertain tax positions as of June 30, 2011 and December 31, 2010.
(u)
Earnings per share
Earnings per share are calculated in accordance with ASC Topic 260. Basic earnings per share is computed by dividing income attributable to holders of common shares by the weighted average number of common shares outstanding during the period. Diluted earnings per common share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares.
F-12
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
(v)
Comprehensive income
The Group follows ASC Topic 220, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ASC Topic 220 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. During the periods presented, the Group’s comprehensive income represents its net income and foreign currency translation adjustments.
(w)
Fair value measurements
Financial instruments include cash and cash equivalents, accounts and notes receivable, prepayments and other receivables, short-term loans, accounts and notes payable, other payables and amounts due to related party. The carrying amounts of these financial instruments approximate their fair value due to the short term maturities of these instruments.
The Group adopted ASC Topic 820-10 on January 1, 2008 for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). ASC Topic 820-10 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Group has not adopted ASC Topic 820-10 for non-financial assets and non-financial liabilities, as these items are not recognized at fair value on a recurring basis.
ASC Topic 820-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
ASC Topic 820-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC Topic 820-10 establishes three levels of inputs that may be used to measure fair value:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
(x)
Recently issued accounting standards
In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is not expected to have a material impact on the consolidated financial statements upon adoption.
F-13
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income”. Under the amendments in this ASU, an entity has two options for presenting its total comprehensive income: to present total comprehensive income and its components along with the components of net income in a singlecontinuous statement, or in two separate but consecutive statements. The amendments in this ASU are required to be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. The Company intends to conform to the new presentation required in this ASU beginning with its Form 10-Q for the three months ended March 31, 2012.
Except for the ASUs above, in the first six months ended June 30, 2011, The FASB has issued ASU No. 2011-01 through ASU 2011-05, which are not expected to have a material impact on the consolidated financial statements upon adoption.
F-14
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
(y)
Concentration of Risks
Concentration of Credit Risk
Assets that potentially subject the Group to significant concentration of credit risk primarily consist of cash and cash equivalents, accounts and notes receivable. As of June 30, 2011 and December 31, 2010, substantially all of the Group’s cash and cash equivalents were deposited in financial institutions located in the PRC, which management believes are of high credit quality. Accounts receivable are typically unsecured and are derived from revenue earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances.
Concentration of Customers
There are no revenues from customers which individually represent greater than 10% of the total revenues for the periods presented.
Concentration of Suppliers
There are no purchase from supplier which individually represent greater than 10% of the total purchase for the periods presented.
Current vulnerability due to certain other concentrations
The Group’s operations may be adversely affected by significant political, economic and social uncertainties in the PRC. Although the PRC government has been pursuing economic reform policies for more than 30 years, no assurance can be given that the PRC government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRC’s political, economic and social conditions. There is also no guarantee that the PRC government’s pursuit of economic reforms will be consistent or effective.
The Group transacts all of its business in RMB, which is not freely convertible into foreign currencies. On January 1, 1994, the PRC government abolished the dual rate system and introduced a single rate of exchange as quoted daily by the People’s Bank of China (the “PBOC”). However, the unification of the exchange rates does not imply that RMB may be readily convertible into US$ or other foreign currencies. All foreign exchange transactions continue to take place either through the PBOC or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the PBOC. Approval of foreign currency payments by the PBOC or other institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.
Additionally, the value of RMB is subject to changes in central government policies and international economic and political developments affecting supply and demand in the PRC foreign exchange trading system market.
3.
ACCOUNTS AND NOTES RECEIVABLE, NET
Accounts and notes receivable consist of the following:
June 30,
December 31,
2011
2010
(Unaudited)
Notes receivable
$
3,024,191
$
2,394,346
Accounts receivable
32,357,328
28,975,784
$
35,381,519
$
31,370,130
No allowance for doubtful amounts was provided as of June 30, 2011 and December 31, 2010.
F-15
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
4.
INVENTORIES
Inventories consist of the following:
June 30,
December 31,
2011
2010
(Unaudited)
Raw materials
$
19,789,532
$
17,913,717
Finished goods
521,675
1,288,059
$
20,311,207
$
19,201,776
5.
PREPAYMENTS AND OTHER RECEIVABLES
Prepayments and other receivables consist of the following:
June 30,
December 31,
2011
2010
(Unaudited)
Prepayments
$
2,177,889
$
3,258,213
Other receivables
168,820
252,091
$
2,346,709
$
3,510,304
6.
PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment consist of the following:
June 30,
December 31,
2011
2010
(Unaudited)
Buildings and improvements
$
1,597,417
$
1,685,210
Machinery
33,816,462
31,958,021
Office equipment and furnishing
633,002
639,173
Motor vehicles
1,510,086
1,501,318
Construction in progress
8,377,001
7,821,966
45,933,968
43,605,688
Less: accumulated depreciation
(12,059,370
)
(10,915,144
)
$
33,874,598
$
32,690,544
The Group recorded depreciation expenses of US$1,682,786 and US$1,406,525 for the six months ended June 30, 2011 and 2010 respectively. US$844,214 and US$800,325 for the three months ended June 30, 2011 and 2010, respectively.
No property, plant and equipment were pledged as collateral for bank loans as of June 30, 2011 and December 31, 2010.
7.
PREPAYMENT FOR LAND USE RIGHT TO RELATED PARTY
In October 2010, Great Shengda prepaid US$11,377,500 to Shengda Group Jiangsu Shuangdeng Paper Industrial Co., Ltd. (“Shuangdeng Paper”), a related party of the Group, for the acquisition of a land use right, which is located in Yancheng city, Jiangsu province. The land use right, approximately 166,533 square meters in area, has a term of 50 years and will expire in December 2058. The land use right was purchased for construction of plants to expand the Group's business, and its transaction price was determined with reference to market prices.
F-16
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
8.
CUSTOMER RELATIONSHIP, NET
Customer relationship recognized in the acquisition of Hangzhou Shengming on November 22, 2007 and in the acquisition of Suzhou AA on August 12, 2010 is amortized using straight-line method over their estimated useful life of five years and three years, respectively.
The customer relationship is summarized as follows:
June 30,
December 31,
2011
2010
(Unaudited)
Customer relationship
$
2,121,333
$
2,080,196
Less: accumulated amortization
(1,346,459
)
(1,090,889
)
$
774,874
$
989,307
Total amortization expenses were US$230,972 and US$170,063 for the six months ended June 30, 2011 and 2010, respectively. US$115,355 and US$84,916 for the three months ended June 30, 2011 and 2010, respectively. As of June 30, 2011 customer relationship recognized in the acquisition of Hangzhou Shengming had a remaining useful life of one and a half year, and will be amortized at US$179,337 and US$358,674 in 2011 and 2012, respectively. Customer relationship recognized in the acquisition of Suzhou AA has a remaining useful life of two years and one month, and will be amortized at US$54,661, US$109,321 and US$72,881 in 2011, 2012 and 2013, respectively.
9.
SHORT-TERM LOANS
Short-term loans consist of the following:
June 30, 2011 (unaudited)
December 31, 2010
Interest
Maturity
Interest
Maturity
Lender
rate
date
Balance
rate
date
Balance
5.35%
Jul. 13, 2011
2,784,600
4.860%
Jan. 13, 2011
$
2,730,600
5.35%
Jul. 13, 2011
3,094,000
4.860%
Feb. 03, 2011
3,034,000
Bank of China
Brenchmark lending rate of PBOC
Feb. 15, 2012
3,094,000
4.860%
Feb. 19, 2011
3,034,000
Subtotal
$
8,972,600
$
8,798,600
Agricultural Bank of China
Brenchmark Lending rate of PBOC
Feb. 15, 2012
2,939,300
4.860%
Feb. 28, 2011
2,882,300
Total
$
11,911,900
$
11,680,900
All of short-term loans were denominated in RMB for working capital purpose and were guaranteed by Shengda Group, with weighted average balances of US$11,910,600 and US$12,151,650 and weighted average interest rates of 5.443% and 4.707% for the six months ended June 30, 2011 and 2010, respectively, and with weighted average balances of US$11,917,028 and US$11,266,039 and weighted average interest rates of 5.26% and 4.708% for the three months ended June 30, 2011 and 2010, respectively.
The short-term loans borrowed from Bank of China were repaid on maturity.
F-17
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
The following table summarizes the unused lines of credit:
June 30, 2011 (Unaudited)
December 31, 2010
Starting
Maturity
Facility
Unused
Starting
Maturity
Facility
Unused
Lender
date
date
amount
facility
date
date
amount
facility
Bank of China
September 28, 2010
September 28, 2011
$
23,205,000
$
14,232,400
September 28, 2010
September 28, 2011
$
22,750,000
$
5,612,900
Agricultural Bank of China
-
-
September 16, 2010
March 16, 2011
11,377,500
4,095,900
Total
$
23,205,000
$
14,232,400
$
34,127,500
$
9,708,800
The above lines of credit were guaranteed by Shengda Group for working capital and general corporate purposes. The unused credit facilities can be withdrawn upon demand.
10.
ACCOUNTS AND NOTES PAYABLE
Accounts and notes payable consist of the following:
June 30,
December 31,
2011
2010
(Unaudited)
Notes payable
$
6,188,000
$
27,761,100
Accounts payable
16,027,637
17,143,579
$
22,215,637
$
44,904,679
The notes payable were issued by the Great Shengda and Shengming to their suppliers for raw materials purchased. All the notes payable were bank accepted notes payable without interest and due within six months.
11.
ACCRUED EXPENSES AND OTHER PAYABLES
Accrued expenses and other payables as of the end of the periods presented consist of the following:
June 30,
December 31,
2011
2010
(Unaudited)
Advance from customers
$
431,611
$
308,769
Payroll and welfare payable
513,888
1,011,297
Other payables
318,135
161,640
Accrued expenses
169,883
249,703
Other current liabilities
115,164
93,130
$
1,548,681
$
1,824,539
F-18
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
12.
RELATED PARTY TRANSACTION
Related party balances are as follows:
June 30,
December 31,
Related parties
Relationship
2011
2010
Amounts due from related parties
(Unaudited)
Zhejiang Shuangsheng Logistic Company Limited (“Shuangsheng Logistic”)
Controlled by the same ultimate stockholders
$
-
$
90,711
Shuangdeng Paper Industrial Company Limited (“Shuangdeng Paper”)
Controlled by the same ultimate stockholders
84,247
76,036
Hangzhou New ShengDa Investment Limited
Controlled by the same ultimate stockholders
260,406
-
$
344,653
$
166,747
Amounts due to related parties
Zhejiang Shuang Ke Da Weaving Co., Ltd (“Shuang Ke Da”)
Controlled by the same ultimate stockholders
141,080
360,358
Zhejiang Shuangsheng Logistic Company Limited (“Shuangsheng Logistic”)
Controlled by the same ultimate stockholders
21,625
$
162,705
$
360,358
The amount due from Shuangdeng Paper represents the receivable from Shuangdeng Paper for selling the paper box, and the amount due from New Shengda Investment Limited represents the receivable from it for land lease. They were recorded as “amount due from related party” in the consolidated balance sheets, non-interest bearing and receivable within one year.
The amount due to Shuang Ke Da represents the payable for land lease and purchase electricity and water from Shuang Ke Da by the Group, and the amount due to Zhejiang Shuangsheng Logistic Company Limited represents the payable for transportation fee. They were recorded as “amount due to related party” in the consolidated balance sheets, non-interest bearing and repayable within one year.
F-19
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
Significant related party transactions as follows:
Three months ended June 30,
Six months ended June 30,
Related parties
Relationship
2011
2010
2011
2010
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Lease
Hangzhou New Shengda Investment Limited
Controlled by the same ultimate stockholders
$
64,176
$
62,316
$
128,520
$
123,975
Zhejiang Shuang Ke Da Weaving Co., Ltd
Controlled by the same ultimate stockholders
-
44,424
-
88,380
Shengda Group
Controlled by the same ultimate stockholders
66,573
66,636
133,146
132,570
$
130,749
$
173,376
$
261,666
$
344,925
Transportation service from related party
Shuangsheng Logistic
Controlled by the same ultimate stockholders
$
129,755
$
-
$
310,677
$
434,252
Sales to related party
Shuangdeng Paper
Controlled by the same ultimate stockholders
$
19,609
$
-
$
19,635
$
74,151
Purchase of water and electricity from related party
Zhejiang Shuang Ke Da Weaving Co., Ltd
Controlled by the same ultimate stockholders
$
465,273
$
-
$
776,983
$
451,360
The transactions prices were determined with reference to market prices.
13.
RESTRICTED NET ASSETS
The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of dividends from its PRC subsidiaries. As described in note 2(n), the net income of the Company’s PRC subsidiaries is distributable only after sufficient appropriation of reserves.
Amounts restricted include paid-in capital and reserve funds of the Company’s PRC subsidiaries as determined pursuant to the PRC accounting standards and regulations, totaling approximately US$50,355,878 as of June 30, 2011 and December 31, 2010 .
14.
TAXATION
Taxes payable are composed of the following:
June 30,
December 31,
2011
2010
(Unaudited)
VAT payable
$
1,893,431
$
945,432
Income tax payable
947,640
1,776,710
Other taxes payable
81,883
48,292
$
2,922,954
$
2,770,434
The Company and its consolidated entities each files tax returns separately.
1)
VAT
F-20
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
Pursuant to the Provisional Regulation of the PRC on VAT and their implementing rules, all entities and individuals (“taxpayers”) that are engaged in the sale of products in the PRC are generally required to pay VAT at a rate of 17% of the gross sales proceeds received, less any deductible VAT already paid or borne by the taxpayers. Further, when exporting goods, the exporter is entitled to a portion of or all the refund of VAT that it has already paid or incurred.
The Group’s PRC subsidiaries are subject to VAT at 17% for their revenues.
2)
Income tax
United States
China Shengda Packaging is subject to United States tax at a tax rate of 34%. In the three and six months ended June 30, 2011 and 2010, the Company does not provide for U.S. income taxes on foreign subsidiary’s undistributed earnings as they will be permanently reinvested in foreign operations.
BVI
Incorporated in BVI, Evercharm is governed by the income tax law of BVI. According to current BVI income tax law, the applicable income tax rate for Evercharm is 0%.
PRC
Great Shengda has obtained the approval and is qualified as New and High-Tech Enterprise (“NHTE”) by relevant government authorities in December 2010. According to the PRC Enterprise Income Tax Law, Great Shengda is eligible to enjoy a preferential tax rate of 15% for the calendar year of 2010, 2011 and 2012.
Shengda Color and Suzhou AA are manufacturing domestic enterprises and are not entitled to any tax holiday. They were subject to income tax at a rate of 25% for calendar years 2011 and 2010.
Hangzhou Shengming is qualified as a manufacturing foreign-invested enterprise and thus was entitled to a tax holiday of two years full-exemption beginning with the first profitable year net of all loss carryforwards from the previous five years, followed by three years of taxation at half of the normal tax rate. Hangzhou Shengming’s first tax profitable year is 2007; therefore it was subject to income tax at a rate of 12.5% for calendar years 2009, 2010 and 2011.
Under the Enterprise Income Tax Law, dividends, interests, rent, royalties and gains on transfers of property payable by a foreign-invested enterprise in the PRC to their foreign investors who are a non-resident enterprises will be subject to a 20% withholding tax, unless such non-resident enterprise’s jurisdiction of incorporation has a tax treaty with the PRC that provides for a reduced rate of withholding tax.
The following table reconciles the Group’s effective tax for the periods presented:
Three months ended June 30,
Six months ended June 30,
2011
2010
2011
2010
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Expected enterprise income tax at statutory tax rate
$
684,533
$
1,803,374
$
1,739,115
$
3,284,607
Effect of tax holiday
(303,116
)
(117,911
)
(669,369
)
(235,131
)
Others
(15
)
(15,200
)
(11,743
)
(15,200
)
Effective enterprise income tax
$
381,402
$
1,670,263
$
1,058,003
$
3,034,276
F-21
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
The significant components of income tax expense are as follows:
Three months ended June 30,
Six months ended June 30,
2011
2010
2011
2010
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Current tax expenses
$
394,448
$
1,677,867
$
1,084,059
$
3,049,476
Deferred tax benefits
(13,046
)
(7,604
)
(26,056
)
(15,200
)
Income tax expenses
$
381,402
$
1,670,263
$
1,058,003
$
3,034,276
Deferred tax assets and deferred tax liabilities reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purpose and the tax bases used for income tax purpose. The following represents the tax effect of each major type of temporary difference:
June 30,
December 31,
2011
2010
(Unaudited)
Effect of deductible temporary differences between assigned value of property, plant and equipment and their tax bases in a business combination
$
434,918
$
457,964
Effect of taxable temporary differences between assigned value of customer relationship and its tax base in a business combination
$
(193,718
)
$
(247,327
)
15.
COMMITMENTS AND CONTINGENCIES
The Group did not have any significant capital commitment as of June 30, 2011 and December 31, 2010.
The Group has entered into operating lease agreements for land, offices and plants. The estimated annual rental expense for lease commitment is as follows:
Year
Amount
2011
$
302,268
2012
538,867
2013 and thereafter
-
Total
$
841,135
The Group is not currently a party to any legal proceeding, investigation or claim which, in the opinion of the management, is likely to have a material adverse effect on the business, financial condition or results of operations.
The Group did not identify any contingency as of June 30, 2011 and December 31, 2010.
16.
SEGMENT REPORTING
The management has determined that the Group, as defined by Topic 280-10, “Segment Reporting”, has only one operating segment.
F-22
CHINA SHENGDA PACKAGING GROUP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in US$)
17.
EARNINGS PER SHARE
The Group reports earnings per share in accordance with ASC Topic 260, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. There was no incremental share through calculation to cause a dilutive effect. The following is a reconciliation of the basic and diluted earnings per share computations for the six months ended June 30, 2011 and 2010, and for the three months ended June 30, 2011 and 2010:
Six month ended June 30,
Three month ended June 30
2011
2010
2011
2010
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Net income attributable to China Shengda Packaging’ common stockholders
$
5,713,008
$
9,301,049
$
2,454,208
$
4,991,738
Weighted average number of common shares outstanding – basic and diluted
39,456,311
29,194,958
39,456,311
30,789,917
Earnings per share – basic and diluted
$
0.14
$
0.32
$
0.06
$
0.16
18.
SUBSEQUENT EVENT
The Group has evaluated subsequent events through the issuance of the consolidated financial statements and no subsequent event is identified.
F-23
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