UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of: August 2018
Commission File Number: 000-53826
PLASTEC TECHNOLOGIES, LTD.
(Translation of registrant’s name into English)
c/o Unit 01, 21/F, Aitken Vanson Centre, 61 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____
Unaudited Financial Statements
This Report of Foreign Private Issuer on Form 6-K by Plastec Technologies, Ltd. (“we, “us”, “our” or the “Company”) contains the Company’s unaudited financial results for the six months ended June 30, 2018.
Forward Looking Statement
This Report of Foreign Private Issuer on Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates”, “believes”, “expects”, “can”, “continue”, “could”, “estimates”, “intends”, “may”, “plans”, “potential”, “predict”, “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The information in this Report of Foreign Private Issuer on Form 6-K is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot and does not guarantee future results, levels of activity, performance or achievements. The Company’s expectations are as of the date this Report of Foreign Private Issuer on Form 6-K is filed, and the Company does not intend to update any of the forward-looking statements after the date this Report of Foreign Private Issuer on Form 6-K is filed to conform these statements to actual results, unless required by law.
The forward-looking statements included in this Report of Foreign Private Issuer on Form 6-K are subject to risks, uncertainties and assumptions about our businesses and business environments. These statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results of our operations may differ materially from information contained in the forward-looking statements as a result of risk factors detailed in the Company’s filings with the Securities and Exchange Commission.
PLASTEC TECHNOLOGIES, LTD.
CONSOLIDATED BALANCE SHEETS
(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)
(Unaudited)
June 30, | (Audited)
December 31, | |||||||
| 2018 | 2017 | |||||||
| HK$ | HK$ | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | 518,343 | 395,087 | ||||||
| Deposits, prepayment and other receivables | 4,252 | 33,574 | ||||||
| Consideration receivable | - | 141,341 | ||||||
| Total current assets | 522,595 | 570,002 | ||||||
| Property, plant and equipment, net | 110,962 | 194,712 | ||||||
| Prepaid lease payments, net | 14,348 | 15,111 | ||||||
| Intangible assets | 438 | 438 | ||||||
| Total assets | 648,343 | 780,263 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Other payables and accruals | 4,856 | 4,690 | ||||||
| Tax payable | 8,148 | 6,243 | ||||||
| Total current liabilities | 13,004 | 10,933 | ||||||
| Total liabilities | 13,004 | 10,933 | ||||||
| Commitments and contingencies | - | - | ||||||
| Shareholders’ equity | ||||||||
| Ordinary shares (US$0.001 par value; 100,000,000 authorized 12,938,128 and 12,938,128 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively) | 101 | 101 | ||||||
| Additional paid-in capital | 26,049 | 26,049 | ||||||
| Accumulated other comprehensive income | (31 | ) | (6,704 | ) | ||||
| Retained earnings | 609,220 | 749,884 | ||||||
| Total shareholders’ equity | 635,339 | 769,330 | ||||||
| Total liabilities and shareholders’ equity | 648,343 | 780,263 | ||||||
PLASTEC TECHNOLOGIES, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)
(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)
For the 6-month period ended June 30, | ||||||||
| 2018 | 2017 | |||||||
| HK$ | HK$ | |||||||
| Revenues | - | - | ||||||
| Operating Income/(expenses), net | ||||||||
| Selling, general and administrative expenses | (3,155 | ) | (9,484 | ) | ||||
| Other income | 8,240 | 7,562 | ||||||
| Gain on disposal of subsidiaries | 6,303 | - | ||||||
| Total operating income/(expenses), net | 11,388 | (1,922 | ) | |||||
| Income/(loss) from operations | 11,388 | (1,922 | ) | |||||
| Interest income | 1,229 | 1,194 | ||||||
| Income/(loss) before income tax expense | 12,617 | (728 | ) | |||||
| Income tax expense | (1,905 | ) | (384 | ) | ||||
| Net income/(loss) attributable to the Company’s shareholders | 10,712 | (1,112 | ) | |||||
| Other comprehensive income/(loss) | ||||||||
| Foreign currency translation adjustment | 6,673 | (811 | ) | |||||
| Comprehensive income/(loss) attributable to the Company’s shareholders | 17,385 | (1,923 | ) | |||||
PLASTEC TECHNOLOGIES, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)
(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)
For the 6-month period ended June 30, | ||||||||
| 2018 | 2017 | |||||||
| HK$ | HK$ | |||||||
| Net income per share: | ||||||||
| Weighted average number of ordinary shares | 12,938,128 | 12,938,128 | ||||||
| Weighted average number of diluted ordinary shares | 12,938,128 | 12,938,128 | ||||||
| Basic income/(loss) per share attributable to the Company’s shareholders | HK$0.83 | (HK$0.09 | ) | |||||
| Diluted income/(loss) per share attributable to the Company’s shareholders | HK$0.83 | (HK$0.09 | ) | |||||
PLASTEC TECHNOLOGIES, LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)
(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)
| Ordinary shares | Accumulated | |||||||||||||||||||||||
| Number of shares outstanding | Amount | Additional paid-in capital | other comprehensive income | Retained earnings | Shareholders’ equity | |||||||||||||||||||
| HK$ | HK$ | HK$ | HK$ | HK$ | ||||||||||||||||||||
| Balance at December 31, 2016 and at January 1, 2017 | 12,938,128 | 101 | 26,049 | (5,891 | ) | 761,365 | 781,624 | |||||||||||||||||
| Net income for the year | - | - | - | - | 139,895 | 139,895 | ||||||||||||||||||
| Dividend paid | - | - | - | - | (151,376 | ) | (151,376 | ) | ||||||||||||||||
| Cumulative foreign currency translation adjustment | - | - | - | (813 | ) | - | (813 | ) | ||||||||||||||||
| Balance at December 31, 2017 and at January 1, 2018 | 12,938,128 | 101 | 26,049 | (6,704 | ) | 749,884 | 769,330 | |||||||||||||||||
| Net income for the period | - | - | - | - | 10,712 | 10,712 | ||||||||||||||||||
| Dividend paid | - | - | - | - | (151,376 | ) | (151,376 | ) | ||||||||||||||||
| Cumulative foreign currency translation adjustment | - | - | - | 6,673 | - | 6,673 | ||||||||||||||||||
| Balance at June 30, 2018 | 12,938,128 | 101 | 26,049 | (31 | ) | 609,220 | 635,339 | |||||||||||||||||
PLASTEC TECHNOLOGIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)
For the 6-month period ended June 30, | ||||||||
| 2018 | 2017 | |||||||
| HK$ | HK$ | |||||||
| Operating activities | ||||||||
| Net income/(loss) | 10,712 | (1,112 | ) | |||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 4,600 | 4,280 | ||||||
| Gain on disposal of subsidiaries | (6,303 | ) | - | |||||
| Changes in operating assets and liabilities: | ||||||||
| Deposits, prepayment and other receivables | (9,486 | ) | (262 | ) | ||||
| Trade payables | 35,455 | - | ||||||
| Other payables and accruals | (18,169 | ) | (695 | ) | ||||
| Tax payables | 1,905 | 270 | ||||||
| Net cash provided by operating activities | 18,714 | 2,481 | ||||||
| Investing activities | ||||||||
| Disposal/(Purchase) of property, plant and equipment | 107,834 | (23,223 | ) | |||||
| Net proceeds of disposal of subsidiaries | 70 | - | ||||||
| Proceeds from consideration receivable, net | 141,341 | 128,702 | ||||||
| Net cash provided by investing activities | 249,245 | 105,479 | ||||||
| Financing activities | ||||||||
| Dividends paid | (151,376 | ) | (151,376 | ) | ||||
| Net cash used in financing activities | (151,376 | ) | (151,376 | ) | ||||
| Net increase/(decrease) in cash and cash equivalents | 116,583 | (43,416 | ) | |||||
| Effect of exchange rate changes on cash and cash equivalents | 6,673 | (811 | ) | |||||
| Cash and cash equivalents, beginning of period | 395,087 | 486,222 | ||||||
| Cash and cash equivalents, end of period | 518,343 | 441,995 | ||||||
| Supplementary disclosures of cash flow information: | ||||||||
| Interest received, net | 1,229 | 1,194 | ||||||
| Income taxes paid | - | 115 | ||||||
Plastec Technologies, Ltd.
Management discussion and analysis
General
The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“USGAAP”). The preparation of financial statements in conformity with USGAAP requires management to make estimates and assumptions that reported amounts of assets and liabilities at the date of the financial statements and the amount of expenses reported during the period. Actual results could differ from those estimates. Unless otherwise indicated, all financial information presented in HK$ may be converted to US$ using the exchange rate of 7.8 HK$ for every 1 US$.
Recent Events
As previously disclosed, on April 20, 2018, we completed the transfer of our ownerships interests in the subsidiaries holding the manufacturing plants in Kai Ping, China to Plastec International Holdings Limited.
Results of Operations
Operating results for the six months ended June 30, 2018 compared to the six months ended June 30, 2017
Our other income for the six months ended June 30, 2018 increased by HK$0.7 million or 9% to HK$8.2 million from HK$7.6 million in the same corresponding period in the prior year. This increase was attributable to increased rental income derived from our premises in Shenzhen, China.
Selling, general and administrative expenses for the six months ended June 30, 2018 decreased by HK$6.3 million or 66.7% to HK$3.1 million from HK$9.4 million in the same corresponding period in the prior year. The decrease resulted from the exchange gain arising from our receipt of the consideration receivable during the period.
As a result, we recorded a gain from operations of HK$10.7 million for the six months ended June 30, 2018 compared to a loss of HK$1.1 million in the same corresponding period in the prior year.
Balance sheet positions as at June 30, 2018 compared to December 31, 2017
Total assets decreased by HK$131.9 million or approximately 16.9% to HK$648.3 million as of June 30, 2018 compared to HK$780.2 million as of December 31, 2017. This decrease was mainly attributable to the payment of a cash dividend of HK$151.4 million during the period.
Total liabilities increased by HK$2.1 million or approximately 18.9% to HK$13.0 million as of June 30, 2018 compared to HK$10.9 million as of December 31, 2017. The increase was mainly attributable to income tax provided for HK$1.9 million during the period.
Cashflow analysis
We have historically relied primarily upon internally generated funds to finance our operations and expansion.
For the six months ended June 30, 2018, we recorded HK$116.6 million cash inflow as compared to HK$43.4 million cash outflow in the same corresponding period in the prior year.
We generated HK$18.7 million cash inflow from operating activities as compared to HK$2.5 million cash inflow in the corresponding period in the prior year.
Net cash provided by investing activities was HK$249.2 million after receipt of net proceeds of HK$141.3 million of the consideration receivable, compared to HK$105.5 million net cash inflow in the corresponding period in the prior year.
Net cash used in financing activities for the period was HK$151.4 million, representing cash dividend payment of HK$151.4 million, same as the net cash used in financing activities in the corresponding period in the prior year.
Interest income generated from bank accounts for the period was HK$1.2 million, approximately the same as the interest income generated from bank accounts in the corresponding period in the prior year.
Off-Balance Sheet Arrangements
The Company has not entered into any financial guarantees or other commitments to guarantee the payment obligations of third parties. The Company has not entered into any derivative contracts that are indexed to its shares and classified as shareholder’s equity or that are not reflected in its combined financial statements. Furthermore, the Company does not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. The Company does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to it or that engages in leasing, hedging or research and development services with the Company. There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, net sales or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to an investor.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PLASTEC TECHNOLOGIES, LTD. | ||||
| By: | /s/ Kin Sun Sze-To | |||
| Name: | Kin Sun Sze-To | |||
| Title: | Chief Executive Officer | |||
Dated: August 17, 2018
