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3422463_5.pdf | en | Established in August 2010, Beijing Jingneng Clean Energy Co., Limited, a subsidiary of Beijing Energy Holding Co., Ltd (“BEH”), was listed on the Main Board of the Hong Kong Stock Exchange on 22 December 2011. The Group operates its business in a number of provinces and autonomous regions, such as Beijing, Inner Mongolia, Ningxia, Sichuan, Hunan and Guangdong, and involves in gas-fired power and heat energy generation, wind power, photovoltaic power, small-to-medium-sized hydropower and other clean energy generation businesses, which help the Group claim the title of internationally well-known clean energy enterprise, industry-leading clean energy brand, the largest gas-fired heat and power supplier in Beijing and the leading wind power operator in China.
As of 31 December 2017, the total consolidated installed capacity of the Group reached 8,031 MW. Currently, the Group operates six gas-fired cogeneration plants with a consolidated installed capacity of 4,436 MW in Beijing, accounting for over 50% of gas-fired power generation in Beijing and 70% of the heat supply. As a result, it is the leading gas-fired heat and power supplier in Beijing. The consolidated installed capacity of wind power generation reached 2,348 MW with the majority located in Inner Mongolia region, Shaan-Gan-Ning region and Beijing-Tianjin-Hebei region in China where wind resources are abundant. The Group’s photovoltaic power generation installed capacity is 798 MW, which is distributed in northwest China, north China and south China regions with relatively abundant solar resource. The Group also operates other clean energy business like small-to-medium-sized hydropower which has an attributable installed capacity of 449 MW mainly distributed in southwest China with abundant water resources. Furthermore, the Group continually explores overseas projects and actively develops wind power and photovoltaic projects in Australia.
The Group adheres to the development philosophy of “innovation, coordination, green, openness and sharing”, while upholds the operating approach of “building a solid foundation, refining management and control, optimizing business plans and boosting efficiency through innovation”. In pursuit of economic benefits, it generates profits through existing operation capacity, achieves growth from increment and seeks progress while maintaining stability. It also endeavors to adapt to the new normal in economic development, thus continuously improving its competitiveness and capability for sustainable development. |
3422463_6.pdf | en | Dear Shareholders,
The year 2017 marked the implementation of the “Thirteenth Five-Year” Plan. While the national economy maintained steady growth and exceeded the expectation, the energy structure underwent significant optimization. In the face of the complex and volatile external environment and the drastically changing domestic market, the Group overcame challenges through ongoing exploration and seized opportunities in adversity. In pursuit of economic benefits, it strived to produce profits from stock, achieve growth from increment and maintain good development momentum. As of the end of 2017, the Group had a total consolidated installed capacity of 8,031 MW and recorded stable growth in installed capacity of the wind power and photovoltaic segments. The utilization hours of wind power and photovoltaic power reached 2,044 hours and 1,558 hours respectively, staying ahead of the nation’s average.
Low-carbon energy development, climate and environmental change initiatives, as well as green and sustainable development, have become the common goal of the global community. The PRC is poised for the restructuring, optimization and transformation of the energy structure and has achieved initial progress. Under the “Thirteenth Five-Year” Plan, China has set the target to increase the proportion of non-fossil fuel consumption to 15% by 2020. This provides unprecedented opportunities and challenges to clean energy development.
As stated in the report to the “19th CPC National Congress”, “the PRC economy has been transitioning from a phase of rapid growth to a stage of high-quality development”. High-quality development refers to meeting the ever-growing needs of people for a better life. It represents the new development philosophy, where innovation is the primary driving force, coordination is a feature of organic growth, green development is the mainstream, opening up is the essential way and sharing is the fundamental purpose. Adhering to the development strategy of “innovation, coordination, green, opening up and sharing”, the Board aims to eliminate bottlenecks in development and resolve deep-rooted conflicts. It will expand financing channels, enhance risk management and support the advancement of state-owned enterprises reform for in-depth integration, innovation and development, thereby preparing for the new round of challenges.
The “Thirteenth Five-Year” Energy Plan will be taken to the next level in 2018. The Group will grasp the opportunity as “clean and low-carbon energy development becomes the main theme in the adjustment of energy structure” in the “Thirteenth Five-Year” Energy Plan. To this end, it will optimize the energy portfolio, coordinate the domestic and foreign markets, implement the semi-organic growth strategy, and follow the keynote of achieving progress while maintaining stability. It will also focus on the principal activities and build economies of scale to improve the profitability of assets. Moreover, it will call for joint efforts in integrated development, proceed with reform and innovation, and take the people-oriented approach to work towards the win-win for enterprise and people, so as to bring more attractive investment returns to shareholders! |
11790360_302.pdf | en | # (ii) Voluntary Winding-Up:
(aa) Members’ Voluntary Winding-up – A members’ voluntary winding-up is only possible if a company is solvent. A Statutory Declaration of Solvency to the effect that a company is able to meet its debts within 12 months from the date of the commencement of its winding-up is sworn by a majority of the company’s directors and filed with the Registrar.
A general meeting of members is then convened which resolves that the company be wound-up voluntarily and that a liquidator (responsible for collecting in the assets of the company, determining its liabilities and distributing its assets amongst its creditors and the surplus to the members) be appointed.
Once the affairs of the company are fully wound-up the liquidator prepares a full account of the liquidation which he then presents to the company’s members at a special general meeting called for that purpose. This special general meeting must be advertised in an appointed newspaper in Bermuda at least one month before it is held. Within one week after this special general meeting is held, the liquidator shall notify the Registrar that the company has been dissolved.
# (bb) Creditors’ Voluntary Winding-up – A creditors’ voluntary winding-up may occur where a company is insolvent and a Declaration of Solvency cannot be sworn.
A board meeting is convened which resolves to recommend to the members of the company that the company be placed into a creditors’ voluntary winding-up. This recommendation is then considered and, if thought fit, approved at a special general meeting of the company’s members and, subsequently, at a meeting of the company’s creditors.
Notice of the creditors’ meeting must appear in an appointed newspaper on at least two occasions and the Directors must provide this meeting with a list of the company’s creditors and a full report of the position of the company’s affairs.
At their respective meetings, the creditors and members are entitled to nominate a person or persons to serve as liquidator(s) and whose responsibilities include collecting in the assets of the company, ascertaining its liabilities and distributing its assets ratably amongst its creditors in accordance with their proofs of debt. In addition to the liquidator, the creditors are entitled to appoint a Committee of Inspection which, under Bermuda law, is a representative body of creditors who assist the liquidator during the liquidation.
As soon as the affairs of the company are fully wound-up, the liquidator prepares his final account explaining the liquidation of the company and the distribution of its assets which he then presents to the company’s members in a special general meeting and to the company’s creditors in a meeting. Within one week after the last of these meetings, the liquidator sends a copy of the account to the Registrar who proceeds to register it in the appropriate public records and the company is deemed dissolved three months after the registration of this account. |
11790360_303.pdf | en | # (iii) Compulsory Winding-Up:
The courts of Bermuda may wind-up a Bermuda company on a petition presented by persons specified in the Companies Act and which include the company itself and any creditor or creditors of the company (including contingent or prospective creditors) and any member or members of the company.
Any such petition must state the grounds upon which the Bermuda court has been asked to wind-up the company and may include either one of the following:
(aa) that the company has by resolution resolved that it be wound-up by the Bermuda court;
(bb) that the company is unable to pay its debts; and
(cc) that the Bermuda court is of the opinion that it isj ust and equitable that the company be wound-up.
The winding-up petition seeks a winding-up order and may include a request for the appointment of a provisional liquidator.
Prior to the Winding-up Order being granted and the appointment of the provisional liquidator, (who under Bermuda law, may or may not be the Official Receiver – a government appointed officer) an interim provisional liquidator may be appointed to administer the affairs of the company with a view to its winding-up until he is relieved of these duties by the appointment of the provisional liquidator. (Often, the interim provisional liquidator is appointed the provisional liquidator).
As soon as the Winding-up Order has been made, the provisional liquidator summons separate meetings of the company’s creditors and members in order to determine whether or not he should serve as the permanent liquidator or be replaced by some other person who will serve as the permanent liquidator and also to determine whether or not a Committee of Inspection should be appointed and, if appointed, the members of that Committee. The provisional liquidator notifies the Court of the decisions made at these meetings and the Court makes the appropriate orders.
A permanent liquidator’s powers are prescribed by the Companies Act and include the power to bring or defend actions or other legal proceedings in the name and on behalf of the company and the power to carry on the business so far as may be necessary for the beneficial winding-up of the company. His primary role and duties are the same as a liquidator in a creditors’ voluntary winding-up i.e. to distribute the company’s assets ratably amongst its creditors whose debts have been admitted.
As soon as the affairs have been completely wound-up, the liquidator applies to the courts of Bermuda for an order that the company be dissolved and the company is deemed dissolved from the date of this order being made. |
2552152_15.pdf | en | # 2.9.2 Persons acting in concert
Under the Take-over Code, persons acting in concert comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal), co-operate, through the acquisition by any of them of shares in a company to obtain or consolidate effective control of the company.
Unless the contrary is established, the following persons, amongst others, will be presumed to be acting in concert, namely:-
(a) a company with its parent company, subsidiaries, its fellow subsidiaries, any associated companies of the foregoing companies, any company whose associated companies include any of the foregoing companies, and any person who has provided fi nancial assistance (other than a bank in the ordinary course of business) to any of the foregoing companies for the purchase of voting rights;
(b) a company with any of its directors, together with their close relatives, related trusts and any companies controlled by any of the directors, their close relatives and related trusts; and
(c) an individual, his close relatives, his related trusts, any person who is accustomed to act according to his instructions, companies controlled by any of the foregoing persons and any person who has provided fi nancial assistance (other than a bank in the ordinary course of business) to any of the foregoing persons and/or entities for the purchase of voting rights.
For this purpose, ownership or control of at least twenty per cent. (20%) but not more than fi fty per cent. (50%) of the voting rights of a company will be regarded as the test of associated company status.
The circumstances under which Shareholders, including Directors and persons acting in concert with them respectively, will incur an obligation to make a take-over offer under Rule 14 of the Take-over Code after a purchase or acquisition of Shares by the Company are set out in Appendix 2 of the Take-over Code.
# 2.9.3 Effect of Rule 14 and Appendix 2 of the Take-over Code
In general terms, the effect of Rule 14 and Appendix 2 of the Take-over Code is that, unless exempted, Directors and persons acting in concert with them will incur an obligation to make a take-over offer under Rule 14 if, as a result of the Company purchasing or acquiring its own Shares, the voting rights of such Directors and their concert parties would increase to thirty per cent. (30%) or more, or in the event that such Directors and their concert parties hold between thirty per cent. (30%) and fi fty per cent. (50%) of the Company’s voting rights, the voting rights of such Directors and their concert parties would increase by more than one per cent. (1 %) in any period of six (6) months. In calculating the percentages of voting rights of such Directors and their concert parties, treasury shares shall be excluded.
Under Appendix 2 of the Take-over Code, a Shareholder who is not acting in concert with the Directors will not be required to make a take-over offer under Rule 14 if, as a result of the Company purchasing or acquiring its own Shares, the voting rights of such Shareholder would increase to thirty per cent. (30%) or more, or, if such Shareholder holds between thirty per cent. (30%) and fi fty per cent. (50%) of the Company’s voting rights, the voting rights of such Shareholder would increase by more than one per cent. (1 %) in any period of six (6) months. Such Shareholder need not abstain from voting in respect of the resolution authorising the Share Purchase Mandate. |
2552152_16.pdf | en | Based on the shareholdings of the Directors in the Company as at the Latest Practicable Date, none of the Directors will become obligated to make a mandatory offer by reason only of the purchase or acquisition of ten per cent. (10%) of the Shares by the Company pursuant to the Share Purchase Mandate.
The Directors are not aware of any Shareholder or group of Shareholders acting in concert who may become obligated to make a mandatory offer in the event that the Directors exercise the power to purchase or acquire Shares pursuant to the Share Purchase Mandate.
Shareholders who are in doubt as to their obligations, if any, to make a mandatory takeover offer under the Take-over Code as a result of any Share Purchases by the Company are advised to consult their professional advisers and/or the Securities Industry Council and/or other relevant authorities at the earliest opportunity.
# 2.10 The Catalist Rules
While the Catalist Rules do not expressly prohibit the purchase of shares by a listed company during any particular time or times, the listed company would be considered an “insider” in relation to any proposed purchase or acquisition of its issued shares. In this regard, the Company will not purchase any Shares pursuant to the Share Purchase Mandate after a price-sensitive development has occurred or has been the subject of a consideration and/or a decision of the Board until such time as the price-sensitive information has been publicly announced. In particular, the Company will not purchase or acquire any Shares during the following period and at all times in compliance with Rule 1204(19) of the Catalist Rules:-
(a) one (1) month immediately preceding the announcement of the Company’s annual results; and
(b) two (2) weeks immediately preceding the announcement of the Company’s results for each of the fi rst three (3) quarters of its fi nancial year.
The Company does not have any individual shareholding limit or foreign shareholding limit. However, the Company is required under Rule 723 of the Catalist Rules to ensure that at least ten per cent. (10%) of its Shares are in the hands of the public. The “public”, as defi ned under the Catalist Rules, are persons other than the Directors, chief executive offi cer, Substantial Shareholders or Controlling Shareholders of the Company and its subsidiaries, as well as the associates of such persons.
As at the Latest Practicable Date, approximately 412,472,330 Shares, representing 65.19% of the total number of issued Shares, are in the hands of the public. Assuming that the Company purchases its Shares through Market Purchases up to the full ten per cent. (10%) limit pursuant to the Share Purchase Mandate, the number of Shares in the hands of the public would be reduced to 36 2,998,541 Shares, representing 62. 24% of the reduced total number of issued Shares of the Company. Accordingly, the Company is of the view that there is a suffi cient number of issued Shares held in the hands of the public which would permit the Company to undertake purchases or acquisitions of its issued Shares up to the full ten per cent. (10%) limit pursuant to the proposed Share Purchase Mandate without affecting the listing status of the Shares on the SGX-ST, and that the number of Shares remaining in the hands of the public will not fall to such a level as to cause market illiquidity.
In undertaking any purchases or acquisitions of Shares through Market Purchases, the Directors will use their best efforts to ensure that, notwithstanding such purchases, a suffi cient fl oat in the hands of the public will be maintained so that the purchases or acquisitions of Shares will not adversely affect the listing status of the Shares on the SGX-ST, cause market illiquidity or adversely affect the orderly trading of the Shares. |
7568591_95.pdf | en | # 15 PROPERTY AND EQUIPMENT
<table><tr><td rowspan="2"></td><td>Leasehold
improvements</td><td>Furniture
and fixtures</td><td>Office
equipment</td><td> Total</td></tr><tr><td>HK$’000</td><td> HK$’000</td><td> HK$’000</td><td> HK$’000</td></tr><tr><td>At 1 January 2020</td><td></td><td></td><td></td><td></td></tr><tr><td>Cost</td><td>12,711</td><td>3,370</td><td>23,602</td><td>39,683</td></tr><tr><td>Accumulated depreciation</td><td>(11,457)</td><td>(2,737)</td><td>(21,186)</td><td>(35,380)</td></tr><tr><td>Net book amount</td><td>1,254</td><td>633</td><td>2,416</td><td>4,303</td></tr><tr><td>Year ended 31 December 2020</td><td></td><td></td><td></td><td></td></tr><tr><td>Opening net book amount</td><td>1,254</td><td>633</td><td>2,416</td><td>4,303</td></tr><tr><td>Additions</td><td>578</td><td>82</td><td>220</td><td>880</td></tr><tr><td>Depreciation charge</td><td>(1,359)</td><td>(241)</td><td>(1,013)</td><td>(2,613)</td></tr><tr><td>Closing net book amount</td><td>473</td><td>474</td><td>1,623</td><td>2,570</td></tr><tr><td>At 31 December 2020</td><td></td><td></td><td></td><td></td></tr><tr><td>Cost</td><td>13,289</td><td>3,452</td><td>23,822</td><td>40,563</td></tr><tr><td>Accumulated depreciation</td><td>(12,816)</td><td>(2,978)</td><td>(22,199)</td><td>(37,993)</td></tr><tr><td>Net book amount</td><td>473</td><td>474</td><td>1,623</td><td>2,570</td></tr><tr><td>At 1 January 2019</td><td></td><td></td><td></td><td></td></tr><tr><td>Cost</td><td>12,669</td><td>3,186</td><td>22,410</td><td>38,265</td></tr><tr><td>Accumulated depreciation</td><td>(9,530)</td><td>(2,494)</td><td>(20,082)</td><td>(32,106)</td></tr><tr><td>Net book amount</td><td>3,139</td><td>692</td><td>2,328</td><td>6,159</td></tr><tr><td>Year ended 31 December 2019</td><td></td><td></td><td></td><td></td></tr><tr><td>Opening net book amount</td><td>3,139</td><td>692</td><td>2,328</td><td>6,159</td></tr><tr><td>Additions</td><td>42</td><td>184</td><td>1,192</td><td>1,418</td></tr><tr><td>Depreciation charge</td><td>(1,927)</td><td>(243)</td><td>(1,104)</td><td>(3,274)</td></tr><tr><td>Closing net book amount</td><td>1,254</td><td>633</td><td>2,416</td><td>4,303</td></tr><tr><td>At 31 December 2019</td><td></td><td></td><td></td><td></td></tr><tr><td>Cost</td><td>12,711</td><td>3,370</td><td>23,602</td><td>39,683</td></tr><tr><td>Accumulated depreciation</td><td>(11,457)</td><td>(2,737)</td><td>(21,186)</td><td>(35,380)</td></tr><tr><td>Net book amount</td><td>1,254</td><td>633</td><td>2,416</td><td>4,303</td></tr></table> |
7568591_96.pdf | en | # 16 LEASES
This note provides information for leases where the Group is a leasee.
# (i) Amounts recognised in the consolidated balance sheet
<table><tr><td rowspan="2"></td><td>2020</td><td>2019</td></tr><tr><td>HK$’000</td><td>HK$’000</td></tr><tr><td>Right-of-use assets</td><td></td><td></td></tr><tr><td>Properties leased for own use</td><td>20,168</td><td>31,462</td></tr><tr><td>Lease liabilities</td><td></td><td></td></tr><tr><td>Current</td><td>18,236</td><td>26,560</td></tr><tr><td>Non-current</td><td>4,456</td><td>10,105</td></tr><tr><td></td><td>22,692</td><td>36,665</td></tr></table>
Additions to the right-of-use assets during the year ended 31 December 2020 were HK\$20,023,000 (2019: HK\$30,568,000).
# (ii) Amounts recognised in the consolidated statement of comprehensive income
<table><tr><td rowspan="2"></td><td>2020</td><td>2019</td></tr><tr><td>HK$’000</td><td>HK$’000</td></tr><tr><td>Amortisation of rihgt-of-use assets</td><td></td><td></td></tr><tr><td>Properties leased for own use</td><td>(31,317)</td><td>(34,737)</td></tr><tr><td>Interest expense</td><td>(763)</td><td>(1,364)</td></tr></table>
The total cash outflow for leases during the year ended 31 December 2020 was HK\$34,759,000 (2019: HK\$35,952,000). |
11777419_334.pdf | en | As the Group is required to make payments only in the event of a default by the specified debtor in accordance with the terms of the instrument that is guaranteed, an ECL is estimated based on the expected payments to reimburse the holder for a credit loss that it incurs less any amount that the Group expects to receive from the holder of the guarantee, the specified debtor or any other party. The amount is then discounted using the current risk-free rate adjusted for risks specific to the cash flows.
# (l) Inventories
Inventories are carried at the lower of cost and net realizable value.
Cost is calculated using the first in first out basis and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.
Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
When the inventories are sold, the carrying amount of those inventories is recognized as an expense in the period in which the related revenue is recognized. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories is recognized as a reduction in the amount of inventories recognized as an expense in the period in which the reversal occurs.
# (m) Trade and other receivables
A receivable is recognized when the Group has an unconditional right to receive consideration. A right to receive consideration is unconditional if only the passage of time is required before payment of that consideration is due. If revenue has been recognized before the Group has an unconditional right to receive consideration, the amount is presented as a contract asset.
Receivables are stated at amortized cost using the effective interest method less allowance for credit losses (see note 2(k)(i)).
# (n) Interest-bearing borrowings
Interest-bearing borrowings are recognized initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost using the effective interest method. Interest expense is recognized in accordance with the Group’s accounting policy for borrowing costs (see note 2(v)).
# (o) Trade and other payables and contract liabilities
# (i) Trade and other payables
Trade and other payables are initially recognized at fair value and are subsequently stated at amortized cost unless the effect of discounting would be immaterial, in which case they are stated at cost.
# (ii) Contract liabilities
A contract liability is recognized when the customer pays non-refundable consideration before the Group recognizes the related revenue (see note 2(t)). A contract liability would also be recognized if the Group has an unconditional right to receive non-refundable consideration before the Group recognizes the related revenue. In such cases, a corresponding receivable would also be recognized (see note 2(m)). |
11777419_335.pdf | en | # (p) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are also included as a component of cash and cash equivalents for the purpose of the consolidated cash flow statements. Cash and cash equivalents are assessed for ECL in accordance with the policy set out in note 2(k)(i).
# (q) Employee benefits
Salaries, annual bonuses, staff welfare costs and contributions to defined contribution retirement schemes are accrued in the year/period in which the associated services are rendered by employees of the Group. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values. The employee benefits are recognized as an expense in profit or loss as incurred, except to the extent that they are included in the cost of inventories not yet recognized as an expense.
# (r) Income tax
Income tax for the year/period comprises current tax and movements in deferred tax assets and liabilities. Current tax and movements in deferred tax assets and liabilities are recognized in profit or loss except to the extent that they relate to items recognized in other comprehensive income or directly in equity, in which case the relevant amounts of tax are recognized in other comprehensive income or directly in equity, respectively.
Current tax is the expected tax payable on the taxable income for the year/period, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years.
Deferred tax assets and liabilities arise from deductible and taxable temporary differences respectively, being the differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. Deferred tax assets also arise from unused tax losses and unused tax credits.
Apart from certain limited exceptions, all deferred tax liabilities and all deferred tax assets, to the extent that it is probable that future taxable profits will be available against which the asset can be utilized, are recognized. Future taxable profits that may support the recognition of deferred tax assets arising from deductible temporary differences include those that will arise from the reversal of existing taxable temporary differences, provided those differences relate to the same taxation authority and the same taxable entity, and are expected to reverse either in the same period as the expected reversal of the deductible temporary difference or in periods into which a tax loss arising from the deferred tax asset can be carried back or forward. The same criteria are adopted when determining whether existing taxable temporary differences support the recognition of deferred tax assets arising from unused tax losses and credits, that is, those differences are taken into account if they relate to the same taxation authority and the same taxable entity, and are expected to reverse in a period, or periods, in which the tax loss or credit can be utilized.
The limited exceptions to recognition of deferred tax assets and liabilities are those temporary differences arising from goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit (provided they are not part of a business combination), and temporary differences relating to investments in subsidiaries to the extent that, in the case of taxable differences, the Group controls the timing of the reversal and it is probable that the differences will not reverse in the foreseeable future, or in the case of deductible differences, unless it is probable that they will reverse in the future. |
9223076_371.pdf | en | (B) the adoption, modification or operation of a pension or provident fund or retirement, death or disability benefits scheme which relates both to Directors, their associates and employees of our Company or any of its subsidiaries and does not provide in respect of any Director or any of his associates, as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and
(v) any contract or arrangement in which our Director or any of his associates is/are interested in the same manner as other holders of shares or debentures or other securities of our Company by virtue only of his/their interest in shares or debentures or other securities of our Company.
# (g) Remuneration
Our Directors shall be entitled to receive by way of remuneration for their services such sum as shall from time to time be determined by our Directors, or our Company in general meeting, as the case may be, such sum (unless otherwise directed by the resolution by which it is determined) to be divided amongst our Directors in such proportions and in such manner as they may agree, or failing agreement, equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. Such remuneration shall be in addition to any other remuneration to which a Director who holds any salaried employment or office in our Company may be entitled by reason of such employment or office.
Our Directors shall also be entitled to be paid all expenses, including travel expenses, reasonably incurred by them in or in connection with the performance of their duties as Directors including their expenses of travelling to and from board meetings, committee meetings or general meetings or otherwise incurred whilst engaged on the business of our Company or in the discharge of their duties as Directors.
Our Directors may grant special remuneration to any Director who shall perform any special or extra services at the request of our Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, commission or participation in profits or otherwise as may be agreed.
The remuneration of an executive Director or a Director appointed to any other office in the management of our Company shall from time to time be fixed by our Directors and may be by way of salary, commission or participation in profits or otherwise or by all or any of those modes and with such other benefits (including share option and/or pension and/or gratuity and/or other benefits on retirement) and allowances as our Directors may from time to time decide. Such remuneration shall be in addition to such remuneration as the recipient may be entitled to receive as a Director. |
9223076_372.pdf | en | # (h) Retirement, appointment and removal
Our Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next general meeting of our Company and shall then be eligible for re-election at that meeting.
Our Company may by ordinary resolution remove any Director (including a Managing Director or other executive Director) before the expiration of his period of office notwithstanding anything in the Articles of Association or in any agreement between our Company and such Director (but without prejudice to any claim for compensation or damages payable to him in respect of the termination of his appointment as Director or of any other appointment of office as a result of the termination of this appointment as Director). Our Company may by ordinary resolution appoint another person in his place. Any Director so appointed shall hold office during such time only as our Director in whose place he is appointed would have held the same if he had not been removed. Our Company may also by ordinary resolution elect any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following general meeting of our Company and shall then be eligible for re-election but shall not be taken into account in determining our Directors who are to retire by rotation at such meeting. No person shall, unless recommended by our Directors, be eligible for election to the office of Director at any general meeting unless, during the period, which shall be at least seven days, commencing no earlier than the day after the despatch of the notice of the meeting appointed for such election and ending no later than seven days prior to the date of such meeting, there has been given to the Secretary of our Company notice in writing by a member of our Company (not being the person to be proposed) entitled to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected.
There is no shareholding qualification for Directors nor is there any specified age limit for Directors.
The office of a Director shall be vacated:
(i) if he resigns his office by notice in writing to our Company at its registered office or its principal office in Hong Kong;
(ii) if an order is made by any competent court or official on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs and our Directors resolve that his office be vacated;
(iii) if, without leave, he is absent from meetings of our Directors (unless an alternate Director appointed by him attends) for 12 consecutive months, and our Directors resolve that his office be vacated;
(iv) if he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors generally; |
11785448_15.pdf | en | 14
EDICO Holdings Limited
# FINANCE COSTS
The Group did not incur any finance costs for the Year 2019 whereas finance costs on lease liabilities of approximately HK\$1.1 million were recorded for the Year due to the adoption of Hong Kong Financial Reporting Standard 16.
# INCOME TAX CREDIT / EXPENSE
There was no income tax expense for the Group for the Year as the Company and its operating subsidiaries either had no assessable profits for the Year or had available tax losses brought forward from prior years.
# PROFIT / (LOSS) FOR THE YEAR AND NET PROFIT / (LOSS) MARGIN
The Group recorded a loss after tax of approximately HK\$11.5 million for the Year 2019 and a profit after tax of approximately HK\$4.1 million for the Year. The change was primarily due to the increase of the Group’s revenue during the Year.
The net (loss)/profit margins were 19.2% for the Year 2019 and 5.6% for the Year respectively.
# INTEREST COVERAGE RATIO
Interest coverage ratio was not applicable to the Group for the Year 2019 and the Year as the Group did not have any borrowings and therefore, had not incurred any interest expenses during the respective years.
# RETURN ON TOTAL ASSETS
The return on total assets was approximately 13.8% negative for the Year 2019 and approximately 3.8% positive for the Year.
# RETURN ON EQUITY
The return on equity was approximately 16.8% negative for the Year 2019 and approximately 5.6% positive for the Year.
# DIVIDEND
The board of directors of the Company (the “Directors” and the “Board”, respectively) has resolved not to recommend the payment of a final dividend in respect of the Year (2019: Nil). |
11785448_16.pdf | en | 15
EDICO Holdings Limited
# KEY PERFORMANCE INDICATORS (“KPIs”) WITH THE STRATEGIES OF THE GROUP
The Group sets a number of KPIs to support the delivery of its strategies with its performance for the Year as below:
<table><tr><td>Objective</td><td>KPIs</td><td>Strategies</td></tr><tr><td>Maximise value for the shareholders</td><td>1Gross profi()
t margin= 48.6% (2019: 40.8%)
2R(eturn on total)
assets= 3.8% (2019: (13.8%))
R(3eturn on equi)
ty= 5.6% (2019: (16.8%))</td><td>The Group has implemented effective
cost control measures, pricing
arrangement and capital expenditure.</td></tr><tr><td>Maintain the Gr’oups liquidity and
monitor capital structure</td><td>Cash and cash equivalents
= approximately HK$69.7 million
(2019: approximately HK$47.4 million)
C(4urrent rati)
o= 2.9 times
(2019: 5.3 times)
G(5)eari
ng ratio= N/A (2019: N/A)
6N
et deb()t to equity ratio= Net cash position
(2019: Net cash position)</td><td>The Group adopts a prudent financial
management policy to regularly monitor
its liquidity requirements and compliance
with facilities arrangement so as to
ensure that it maintains sufficient
reserves of cash and adequate
committed lines of funding from major
financial institutions to meet the liquidity
requirements of the Group in the short
and long term.</td></tr></table>
Notes:
1. Gross profit margin is calculated by dividing the gross profit for the year by revenue and then multiplied by 100%.
2. Return on total assets is calculated by dividing the net profit/(loss) for the year by the total assets as at the respective year end and then multiplied by 100%.
3. Return on equity is calculated by dividing the net profit/(loss) for the year by the total equity as at the respective year end and then multiplied by 100%.
4. Current ratio is calculated by dividing the total current assets by the total current liabilities as at the respective year end.
5. Gearing ratio is calculated by dividing the total borrowings by the total equity as at the respective year end and then multiplied by 100%.
6. Net debt to equity ratio is calculated by dividing the net debt (all borrowings net of cash and cash equivalents) by the total equity as at the respective year end and then multiplied by 100%. |
9300760_8.pdf | en | <table><tr><td rowspan="2">Items</td><td rowspan="2">Notes</td><td colspan="2">For the six months ended 30 June</td></tr><tr><td>2021</td><td>2020</td></tr><tr><td>Cash paid to aciquire fixed assets, intanblge assets and
other long-term assets</td><td></td><td>25227473.40,,</td><td>49,891,307.59</td></tr><tr><td>Cash paid for investments</td><td></td><td>212000000.00,,</td><td>154,000,000.00</td></tr><tr><td>Cash paid relating to other investment activities</td><td></td><td>3207518.74,,</td><td>361,187,463.73</td></tr><tr><td>Subtotal of cash outflows from investment activities</td><td></td><td>240434992.14,,</td><td>565,078,771.32</td></tr><tr><td>Net cash flows generated from investment activities</td><td></td><td>126237775.23,,</td><td>(413,658,888.15)</td></tr><tr><td>III. Cash flow generated from financing activities:</td><td></td><td></td><td></td></tr><tr><td>Cash received from investments</td><td></td><td>330000.00,</td><td>371,700.00</td></tr><tr><td>Including: Cash received by subsidiaries from investment of
non-controlling interests</td><td></td><td>330000.00,</td><td>371,700.00</td></tr><tr><td>Cash received from loan granted</td><td></td><td>1024102431.07,,,</td><td>1,274,205,425.00</td></tr><tr><td>Cash received relating to other financing activities</td><td></td><td>–</td><td>26,801,199.53</td></tr><tr><td>Subtotal of cash inflows from financing activities</td><td></td><td>1024432431.07,,,</td><td>1,301,378,324.53</td></tr><tr><td>Cash paid for repayment of borrowings</td><td></td><td>922715545.00,,</td><td>571,212,762.78</td></tr><tr><td>Cash paid for dividends, profits or the payment of interest</td><td></td><td>45612993.92,,</td><td>72,996,667.63</td></tr><tr><td>Including: dividends and profits paid to non-controlling interests
by subsidiary</td><td></td><td>5746345.00,,</td><td>4,752,225.00</td></tr><tr><td>Cash paid relating to financing activities</td><td></td><td>38932318.64,,</td><td>255,927,309.71</td></tr><tr><td>Subtotal of cash outflows from financing activities</td><td></td><td>1007260857.56,,,</td><td>900,136,740.12</td></tr><tr><td>Net cash flows generated from financing activities</td><td></td><td>17171573.51,,</td><td>401,241,584.41</td></tr><tr><td>IV.Effects of changes in exchange rate on cash and cash
equivalents</td><td></td><td>(1457731.16,,)</td><td>(1,943,967.50)</td></tr><tr><td>V. Net increase in cash and cash equivalents</td><td></td><td>13491062.03,,</td><td>(168,728,818.18)</td></tr><tr><td>Add: opening balance of cash and cash equivalents</td><td></td><td>1327289120.69,,,</td><td>1,537,567,094.59</td></tr><tr><td>VI.Balance of cash and cash equivalents at the end of this
period</td><td></td><td>1340780182.72,,,</td><td>1,368,838,276.41</td></tr></table> |
9300760_9.pdf | en | # NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION
For the six months ended 30 June 2021
# I. GENERAL INFORMATION
Chongqing Machinery & Electric Co., Ltd. (the “Company”) was established on 27 July 2007 as a joint share company with limited liability by Chongqing Machinery & Electronics Holding (Group) Co., Ltd. (“CQMEHG”), Chongqing Yufu Capital Operation Group Co., Ltd (“Yufu company”,originally called Chongqing Yufu Assets Management Co., Ltd), China Huarong Asset Management Co., Ltd. (“Huarong Company”), and Chongqing Construction Engineering Group Co. Ltd. (“CCEG”). The address of the Company’s registered office is No. 60, Middle Section of Huangshan Avenue, New North Zone, Chongqing City, the PRC. The Company’s headquarter is located in Chongqing, the PRC. The parent company and the ultimate controlling shareholder is Chongqing Machinery & Electronics Holding (Group) Co. Ltd. The Group was established with a registered capital of RMB2,679.74 million (RMB1 per share).
On 13 June 2008, the Group publicly issued 1,004.90 million H shares to foreign investors with approval of the Circular “Zhengjian Xuke [2008] No. 285” of the China Securities Regulatory Commission, and the shares were listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). After issuing the shares, the total share capital increased to RMB3,684.64 million.
As of 30 June 2021, the registered capital of the Group was RMB3,684,640,154 yuan. The Group and its Subsidiaries (hereinafter collectively referred to as “the Group”) are mainly engaged in the manufacturing, sales and services of clean energy equipment and high-end intelligent equipment.
The consolidated financial statements have been approved for issue by the Board of Directors of the Group on 26 August 2021.
# II. BASIS FOR THE PREPARATION OF FINANCIAL STATEMENTS
# (1) Basis of preparation
The financial statements are prepared in accordance with the Accounting Standard for Business Enterprises – Basic Standard, and the specific accounting standards and other relevant regulations issued by the Ministry of Finance on 15 February 2006 and in subsequent periods (hereafter collectively referred to as “the Accounting Standards for Business Enterprises” or “CAS”) and the disclosure requirements in the Preparation Convention of Information Disclosure by Companies Offering Securities to the Public No.15-General Rules on Financial Reporting issued by the China Securities Regulatory Commission, Hong Kong’s “Companies Ordinance” and based on the accounting policies and accounting estimates set out in “III. SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES” in this note. |
7625159_5.pdf | en | # 1. Changes in Accounting Policies and Disclosures (continued)
# Amendments to HKFRS 9, HKAS 39 and HKFRS 7 Interest Rate Benchmark Reform Amendments to HKFRS 9, HKAS 39 and HKFRS 7 address the effects of interbank offered rate reform on issues affecting financial reporting in the period before the replacement of an existing interest rate benchmark with an alternative risk-free rate ("RFR"). The amendments provide temporary reliefs which enable hedge accounting to continue during the period of uncertainty before the replacement of an existing interest rate benchmark introduction of the alternative RFR. In addition, the amendments require companies to provide additional information to investors about their hedging relationships which are directly affected by these uncertainties. The amendments did not have any impact on the financial position and performance of the Group as the Group does not have any interest rate hedge relationships.
# Amendments to HKAS 1 and HKAS 8 Definition of Material
Amendments to HKAS 1 and HKAS 8 provide a new definition of material. The new definition states that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The amendments clarify that materiality will depend on the nature or magnitude of information, or both. The amendments did not have any significant impact on the financial position and performance of the Group.
# Amendment to HKFRS 16 COVID-19-Related Rent Concessions
Amendment to HKFRS 16 provides a practical expedient for lessees to elect not to apply lease modification accounting for rent concessions arising as a direct consequence of the COVID-19 pandemic. The practical expedient applies only to rent concessions occurring as a direct consequence of the pandemic and only if (i) the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change; (ii) any reduction in lease payments affects only payments originally due on or before 30th June, 2021; and (iii) there is no substantive change to other terms and conditions of the lease. The amendment is effective for annual periods beginning on or after 1st June, 2020 with earlier application permitted and shall be applied retrospectively. The amendments did not have any impact on the financial position and performance of the Group as the Group does not have any rent concessions. |
7625159_6.pdf | en | # 2. Operating Segment Information
# (a) Operating segments
The following tables present revenue, profit and certain asset and liability information for the Group's operating segments.
<table><tr><td rowspan="3"></td><td>Insurance</td><td>Corporate</td><td>Eliminations</td><td>Consolidated</td></tr><tr><td>2020</td><td>2020</td><td>2020</td><td>2020</td></tr><tr><td>HK$'000</td><td>HK$'000</td><td>HK$'000</td><td>HK$'000</td></tr><tr><td>Segment revenue:</td><td></td><td></td><td></td><td></td></tr><tr><td>External customers</td><td>1,747,918</td><td>-</td><td>-</td><td>1,747,918</td></tr><tr><td>Other revenue, income and
gains, net</td><td>109,687</td><td>160,833</td><td>-</td><td>270,520</td></tr><tr><td>Intersegment</td><td>5,911</td><td>-</td><td>(5,911)</td><td>-</td></tr><tr><td>Total</td><td>1,863,516</td><td>160,833</td><td>(5,911)</td><td>2,018,438</td></tr><tr><td>Segment results</td><td>184,914</td><td>106,029</td><td>-</td><td>290,943</td></tr><tr><td>Share of profits or losses of:</td><td></td><td></td><td></td><td></td></tr><tr><td>Joint ventures</td><td>(6,313)</td><td>33,196</td><td>-</td><td>26,883</td></tr><tr><td>Associates</td><td>16,891</td><td>37,704</td><td>-</td><td>54,595</td></tr><tr><td>Profit before tax</td><td></td><td></td><td></td><td>372,421</td></tr><tr><td>Income tax expense</td><td>(6,037)</td><td>(21,437)</td><td>-</td><td>(27,474 )</td></tr><tr><td>Profit for the year</td><td></td><td></td><td></td><td>344,9 47</td></tr></table>
<table><tr><td rowspan="2"></td><td>Insurance
2019</td><td>Corporate
2019</td><td>Eliminations
2019</td><td>Consolidated
2019</td></tr><tr><td>HK$'000</td><td>HK$'000</td><td>HK$'000</td><td>HK$'000</td></tr><tr><td>Segment revenue:</td><td></td><td></td><td></td><td></td></tr><tr><td>External customers</td><td>1,702,009</td><td>-</td><td>-</td><td>1,702,009</td></tr><tr><td>Other revenue, income and
gains, net</td><td>131,360</td><td>147,016</td><td>-</td><td>278,376</td></tr><tr><td>Intersegment</td><td>5,339</td><td>-</td><td>(5,339)</td><td>-</td></tr><tr><td>Total</td><td>1,838,708</td><td>147,016</td><td>(5,339)</td><td>1,980,385</td></tr><tr><td>Segment results</td><td>203,613</td><td>83,601</td><td>-</td><td>287,214</td></tr><tr><td>Share of profits or losses of:</td><td></td><td></td><td></td><td></td></tr><tr><td>Joint ventures</td><td>12,105</td><td>34,696</td><td>-</td><td>46,801</td></tr><tr><td>Associates</td><td>(7,184)</td><td>107,428</td><td>-</td><td>100,244</td></tr><tr><td>Profit before tax</td><td></td><td></td><td></td><td>434,259</td></tr><tr><td>Income tax expense</td><td>(25,796)</td><td>(895)</td><td>-</td><td>(26,691 )</td></tr><tr><td>Profit for the year</td><td></td><td></td><td></td><td>407,568</td></tr></table> |
9279117_165.pdf | en | # 16. INVESTMENT IN AN ASSOCIATE (Continued)
Details of the Group’s associate at the end of the reporting period are as follows:
<table><tr><td>Name of entity</td><td>Country of
reigstration</td><td>Principal
lpace of
business</td><td colspan="2">Proportion of
ownership interest
held by the Group</td><td colspan="2">Proportion of
voting rihgts
held by the Group</td><td>Principal activity</td></tr><tr><td></td><td></td><td></td><td>2020</td><td>2019</td><td>2020</td><td>2019</td><td></td></tr><tr><td>Shanhiiga Duonng
BiotechnoloCgy o.,
Ltd. (“Duonin”g)</td><td>PRC</td><td>PRC</td><td>15.86%</td><td>8.13%</td><td>20%</td><td>20%</td><td>Sales of serum-free media and
disposable products, formulation
production and services</td></tr></table>
In April 2019, the Group acquired 9.32% of the equity interest in Duoning from independent third parties for a total purchase price of US\$5,000,000 (equivalent to RMB33,798,000). In December 2019, other investors further invested in Duoning and the Group’s equity interest was diluted to 8.13%. In December 2020, the Group further acquired 7.73% of the equity interest in Duoning from its shareholders for a purchase price of RMB154,526,000. The Group is able to exercise significant influence over Duoning because it has the power to appoint one out of the five directors of Duoning under the Articles of Association of Duoning.
# 17. DEFERRED TAXATION
For the purpose of presentation in the consolidated statement of financial position, certain deferred tax assets and liabilities have been offset. The following is a summary of the deferred tax balances for financial reporting purposes:
<table><tr><td rowspan="2"></td><td>2020</td><td>2019</td></tr><tr><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Deferred tax assets</td><td>80,136</td><td>36,043</td></tr><tr><td>Deferred tax liabilities</td><td>(180,885)</td><td>(24,734)</td></tr><tr><td></td><td>(100,749)</td><td>11,309</td></tr></table> |
9279117_166.pdf | en | # 17. DEFERRED TAXATION (Continued)
The following are the major deferred tax assets and liabilities recognized and movements thereon before offsetting during the reporting periods:
<table><tr><td rowspan="2"></td><td>Deferred
income</td><td>Allowance
on
inventories
and credit
losses</td><td>Accrued
expenses</td><td>Accelerated
tax
depreciation</td><td>Deferred
rental
under
IFRS 16</td><td>Fair value
adjustment
arising
from
acquisition
of
subsidiaries</td><td>Unrealized
exchange
gain</td><td>Derivative
financial
instruments</td><td>Others</td><td>Total</td></tr><tr><td>RMB’000</td><td>RMB’000</td><td>RMB’000</td><td>RMB’000</td><td>RMB’000</td><td>RMB’000</td><td>RMB’000</td><td>RMB’000</td><td>RMB’000</td><td>RMB’000</td></tr><tr><td>At January 1, 2019</td><td>13,383</td><td>10,780</td><td>6,125</td><td>(10,487)</td><td>2,746</td><td>—</td><td>—</td><td>—</td><td>—</td><td>22,547</td></tr><tr><td>Acquisition of subsidiaries</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(27,401)</td><td>—</td><td>—</td><td>—</td><td>(27,401)</td></tr><tr><td>Credited to profit or loss</td><td>5,795</td><td>2,512</td><td>1,465</td><td>2,390</td><td>1,307</td><td>2,667</td><td>—</td><td>—</td><td>27</td><td>16,163</td></tr><tr><td>At December 31, 2019</td><td>1917,8</td><td>132,92</td><td>7,590</td><td>(8,097)</td><td>4,053</td><td>(247,34)</td><td>—</td><td>—</td><td>27</td><td>11,309</td></tr><tr><td>Credited (charged) to profit or loss</td><td>1272,3</td><td>2022,8</td><td>6,334</td><td>2,658</td><td>221,9</td><td>7,061</td><td>(124,375)</td><td>—</td><td>(68)</td><td>(7322,0)</td></tr><tr><td>Charged to OCI</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(391)</td><td>(38447,)</td><td>—</td><td>(38,838)</td></tr><tr><td>At December 31, 2020</td><td>31,901</td><td>33,520</td><td>13,924</td><td>(54,39)</td><td>6272,</td><td>(17,673)</td><td>(1247,66)</td><td>(38447,)</td><td>(41)</td><td>(10074,9)</td></tr></table>
As at December 31, 2020, the Group had unused tax losses of RMB47,182,000 (2019: RMB88,366,000) available to offset against future profits. No deferred tax asset has been recognized in respect of such losses in both 2020 and 2019 due to the unpredictability of future profit streams.
Apart from unused tax losses as mentioned above, at December 31, 2020, the Group had other deductible temporary differences of RMB504,630,000 (2019: RMB218,947,000), available to offset against future profits. As at December 31, 2020 and 2019, all the deductible temporary differences had been recognized in deferred tax assets. |
2135299_14.pdf | en | # 2 Summary of significant accounting policies (Continued)
# (b) Investments (Continued)
Investments that are listed or traded on an exchange are fair valued based on last traded market prices.
Transfers between levels of the fair value hierarchy are deemed to have occurred at the beginning of the reporting period.
# (c) Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the Statement of Net Assets where the Fund currently has a legally enforceable right to set-off the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Fund or the counterparty.
# (d) Income
Dividend income on equity securities is recorded on the ex-dividend date. Dividend income on equity securities where no ex-dividend date is quoted is accounted for when the Fund’s right to receive payment is established.
Interest income on bank deposit and from bank balances is recognized on a time-proportionate basis using the effective interest method.
Other income is accounted for in the Statement of Comprehensive Income on an accrual basis.
# (e) Expenses
Expenses are accounted for in the Statement of Comprehensive Income on an accrual basis.
# (f) Distributions payable to holders of redeemable units
Proposed distributions to holders of redeemable units are recognized in the Statement of Comprehensive Income when they are approved by the Supervisory Committee. The distribution on these redeemable units is recognized in the Statement of Comprehensive Income as finance costs.
# (g) Cash component
Cash component represents the amount included in the issue price or redemption proceeds (as the case may be) of the units issued or redeemed, representing the difference between the net asset value per Creation Unit as calculated by the Manager as of that date and the value of the Index Basket (as defined in the Prospectus of the Fund and based on the nominal closing prices as of that date), including the dividend equivalent amount per Creation Unit.
# (h) Cash and cash equivalents
Cash and cash equivalents include cash in hand, demand deposits, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. |
2135299_15.pdf | en | # NOTES TO THE FINANCIAL STATEMENTS (Continued)
# 2 Summary of significant accounting policies (Continued)
# (i) Translation of foreign currencies
# Functional and presentation currency
Items included in the financial statements are measured using the currency of the primary economic environment in which the Fund operates (the “functional currency”). The performance of the Fund is measured and reported to the holders of redeemable units in Hong Kong dollar. The Manager considers the Hong Kong dollar as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions. The financial statements are presented in Hong Kong dollar, which is the Fund’s functional and presentation currency.
# Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign currency assets and liabilities are translated into the functional currency using the exchange rate prevailing at the year end date.
Foreign exchange gains and losses arising from translation are included in the Statement of Comprehensive Income.
Foreign exchange gains and losses relating to cash and cash equivalents are presented in the Statement of Comprehensive Income within “net foreign currency gains/losses on cash and cash equivalents”.
Foreign exchange gains and losses relating to the financial assets carried at fair value through profit or loss are presented in the Statement of Comprehensive Income within “net gain/(loss) on investments”.
# (j) Redeemable units
The Fund issues redeemable units, which are redeemable at the holder’s option and are classified as financial liabilities. Redeemable units can only be redeemed in-kind equal to a proportionate share of the Fund’s net asset value. The redeemable unit is carried at the redemption amount that is payable at the year end date if the holder exercises the right to put the unit back to the Fund. In accordance with the Trust Deed, the minimum redemption units are 1,000,000 units.
Redeemable units are issued and redeemed at the holder’s option at prices based on the Fund’s net asset value per unit at the time of issue or redemption. The Fund’s net asset value per unit is calculated by dividing the net assets attributable to the holders of redeemable units with the total number of outstanding redeemable units. In accordance with the provisions of the Trust Deed, investment positions are valued based on the last traded market price for the purpose of determining the net asset value per unit for creations and redemptions.
# (k) Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting used by the chief operating decision-maker. The Manager, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the chief operating decision-maker that makes strategic decisions. |
11692764_57.pdf | en | # Issue of new Shares under the Share Option Scheme will have a dilution effect and may affect the Group’s profitability
The Company has conditionally adopted the Share Option Scheme. Although no options have been granted thereunder as at the Latest Practicable Date, any exercise of the options granted under the Share Option Scheme in the future and issue of the Shares thereunder would result in a reduction in the percentage ownership of the Shareholders in the Company and may result in a dilution in the earnings per Share and net assets value per Share, as a result of the increase in the number of Shares outstanding after the issue.
Under HKFRS, any options granted to the grantees through the Share Option Scheme will be recognised as share based payment and will be charged to the Group’s income statements at fair value at the date of which such options are granted. As such, any grant of options under the Share Option Scheme may increase the expenses of the Group and may thereby affect the Group’s profitability.
# You should not rely on any information contained in press articles or other media regarding the Company and the Share Offer
Prior to the publication of this prospectus, there may be certain press and media coverage regarding the Company and the Share Offer which may include certain financial information, industry comparisons, profit estimates and other information about the Company that does not appear in this prospectus. The Group has not authorised the disclosure of any such information in the press or media and does not accept any responsibility for any such press or media coverage or the accuracy or completeness of any such information. The Group makes no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication. Prospective investors should not rely on any such information and should only rely on information included in this prospectus in making any decision as to whether to subscribe for the Shares. |
11692764_58.pdf | en | This prospectus contains forward-looking statements, including, but without limitation to, the words and expressions such as “aim”, “expect”, “believe”, “plan”, “intend”, “anticipate”, “may”, “seek”, “will”, “would” and “could” and the negative of these words or other similar expressions or statements, in particular, in the sections headed “Business”, “Financial Information” and “Future Plans and Use of Proceeds” in this prospectus in relation to future events, business or other performance and development, the future development of the Group’s industry and the future development of the general economy of the Group’s key markets and globally.
These statements are based on numerous assumptions regarding the Group’s present and future business strategy and the environment in which the Group will operate in the future. These forward-looking statements reflecting the Group’s current views with respect to future events are not a guarantee of future performance and are subject to certain risks, uncertainties and assumptions, including the risk factors described in this prospectus and the following:
• the Group’s business and operating strategies and the Group’s ability to implement such strategies;
• the Group’s capital expenditure and expansion plans;
• the Group’s ability to further develop and manage the Group’s expansion projects as planned;
• the Group’s operations and business prospects;
• various business opportunities that the Group may pursue;
• the Group’s financial position;
• the availability and costs of bank loans and other forms of financing;
• the Group’s dividend policy;
• the regulatory environment of the Group’s industry in general;
• the performance and future developments of the consumer electronics industry;
• the general outlook of the consumer electronics market in the world;
• changes in political, economic, legal and social conditions in the PRC, including the specific policies of the PRC government and the local authorities in the regions where the Group operates; |
20793852_150.pdf | en | # 8. SEGMENT INFORMATION (continued)
# Revenue from major products
# Analysis by type of products
8. 分部資料（續）
來自主要產品的收益
按產品類別劃分的分析
<table><tr><td rowspan="2"></td><td>2018
2018年</td><td>2017
2017年</td></tr><tr><td>HK$’000
千港元</td><td>HK$’000
千港元</td></tr><tr><td>LED backlight LED背光</td><td></td><td></td></tr><tr><td>– Small dimension －小尺寸</td><td>302,990</td><td>331,363</td></tr><tr><td>– Medium dimension －中尺寸</td><td>414,713</td><td>295,997</td></tr><tr><td>– Large dimension －大尺寸</td><td>129,853</td><td>128,715</td></tr><tr><td>Sub-total 小計</td><td>847,556</td><td>756,075</td></tr><tr><td>LED lighting LED照明</td><td></td><td></td></tr><tr><td>– Indoor lighting －室內照明</td><td>56,535</td><td>19,395</td></tr><tr><td>– Outdoor lighting －室外照明</td><td>25,460</td><td>35,136</td></tr><tr><td>Sub-total 小計</td><td>81,995</td><td>54,531</td></tr><tr><td>Sourcing business 採購業務</td><td>1,320,235</td><td>867,360</td></tr><tr><td>Total 合計</td><td>2,249,786</td><td>1,677,966</td></tr></table> |
20793852_151.pdf | en | # 8. SEGMENT INFORMATION (continued)
# Revenue from major products (continued)
# Analysis by application of products
8. 分部資料（續）
來自主要產品的收益（續）
按產品應用劃分的分析
<table><tr><td rowspan="2"></td><td>2018
2018年</td><td>2017
2017年</td></tr><tr><td>HK$’000
千港元</td><td>HK$’000
千港元</td></tr><tr><td>LED backlight LED背光</td><td></td><td></td></tr><tr><td>– Automobile displays －車載顯示</td><td>489,285</td><td>357,110</td></tr><tr><td>– Equipment displays －儀器顯示</td><td>229,117</td><td>270,145</td></tr><tr><td>– Televisions －電視機</td><td>129,154</td><td>128,820</td></tr><tr><td>Sub-total 小計</td><td>847,556</td><td>756,075</td></tr><tr><td>LED lighting LED照明</td><td></td><td></td></tr><tr><td>– Public lighting －公用照明</td><td>25,755</td><td>34,839</td></tr><tr><td>– Commercial lighting －商用照明</td><td>56,240</td><td>19,692</td></tr><tr><td>Sub-total 小計</td><td>81,995</td><td>54,531</td></tr><tr><td>Sourcing business 採購業務</td><td>1,320,235</td><td>867,360</td></tr><tr><td>Total 合計</td><td>2,249,786</td><td>1,677,966</td></tr></table> |
20793848_40.pdf | en | # 5. OUR ENVIRONMENT (Continued)
# 5.1 Emissions (Continued)
Waste generated by the Offices:
<table><tr><td>Indicators</td><td>2021</td><td>2020</td></tr><tr><td>T1otal hazardous waste (kg)</td><td>461</td><td>371</td></tr><tr><td>H2azardous waste discarded per employee (kg)</td><td>1.45</td><td>0.77</td></tr><tr><td>T3otal non-hazardous waste (kg)</td><td>14,839</td><td>16,491</td></tr><tr><td>Non-hazardous waste di2scarded per employee (kg)</td><td>46.52</td><td>34.36</td></tr></table>
Notes：
1. Data is calculated based on the actual weight of hazardous waste.
2. The intensity is calculated based on the total number of employees of the Office, not the Group.
3. Data is calculated based on the actual weight of non-hazardous waste and the “Research on Solutions to Domestic Solid Waste in Cities of China” issued by the Beijing Environmental Sanitation Administration.
# 5.2 Energy and Resources
Energy and resources such as water are precious resources to everyone and are crucial for maintaining the Group’s business operation. Thereby, we set energy and water conservation as one of our major environmental commitments and implement proper and effective management on the use of energy and resources. During the Reporting Period, energy was consumed in the form of electricity usage, stationary combustion and heating in the offices, as well as fuel consumption for our vehicles. Since the Group’s principal business is property development, no packaging materials were consumed during the Reporting Period.
Similarly, the Group has set targets for increasing both energy and water consumption efficiency. The Group endeavours to conserve water and electricity to cater for the environmental protection trend of the industry. In order to achieve the targets, the Group decreases the water consumption from the production and office operation through enhancing rainwater utilisation rate. In addition, the Group continues to implement energy resources management measures in offices for achieving the long-term target of 15% reduction of the previous five-year plan. During the Year, the energy consumption of the Group in offices has been reduced by 27% of that during the previous reporting period. |
20793848_41.pdf | en | # 5. OUR ENVIRONMENT (Continued)
# 5.2 Energy and Resources (Continued)
Energy and water consumption of the offices:
<table><tr><td>Indicators</td><td>2021</td><td>2020</td></tr><tr><td>T1otal energy consumption (MWh)</td><td>1,529</td><td>2,101</td></tr><tr><td>Total2 energy consumption per employee (MWh)</td><td>4.79</td><td>4.38</td></tr><tr><td>T33otal water consumption (m)</td><td>18,656</td><td>9,427</td></tr><tr><td>Total23 water consumption per employee (m)</td><td>58.48</td><td>19.64</td></tr></table>
Notes:
1. Data is calculated based on the “Land Transport Enterprises – Guidelines on Greenhouse Gas Emission Accounting and Reporting (Trial)” issued by the National Development and Reform Commission of the PRC and “Appendix 2: Reporting Guidance on Environmental KPIs” published by the Hong Kong Stock Exchange.
2. The intensity is calculated based on the total number of employees of the Office, not the Group.
3. Data is calculated based on the record of actual water consumption of the Group. Water consumption has increased and returned to the original level in response to the alleviation of COVID-19 pandemic in the Year.
# Energy Consumption by Type: |
20791687_100.pdf | en | # Consolidated Statement of Changes in Equity
for the year ended 31 December 2020
(Expressed in Renminbi)
<table><tr><td rowspan="3"></td><td colspan="7">Attributable to equity shareholders of the Company</td><td rowspan="2">Non-
controlling
interests</td><td rowspan="2">Total
equity</td></tr><tr><td>Share
capital</td><td>Capital
reserve</td><td>Statutory
reserve</td><td>Translation
reserve</td><td>Other
reserves</td><td>Retained
profits</td><td>Total</td></tr><tr><td>RMB’000
(note 23(c))</td><td>RMB’000
(note 23(d)(i))</td><td>RMB’000
(note 23(d)(ii))</td><td>RMB’000
(note 23(d)(iii))</td><td>RMB’000
(note 23(d)(iv))</td><td>RMB’000</td><td>RMB’000</td><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Balance at 1 January 2019</td><td>510,981</td><td>28,163</td><td>126,886</td><td>(1,187)</td><td>2,308</td><td>929,210</td><td>1,596,361</td><td>(7,007)</td><td>1,589,354</td></tr><tr><td>Changes in equity for 2019:</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Profit for the year</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>26,403</td><td>26,403</td><td>959</td><td>27,362</td></tr><tr><td>Other comprehensive loss</td><td>—</td><td>—</td><td>—</td><td>(10)</td><td>—</td><td>—</td><td>(10)</td><td>—</td><td>(10)</td></tr><tr><td>Total comprehensive income</td><td>—</td><td>—</td><td>—</td><td>(10)</td><td>—</td><td>26,403</td><td>26,393</td><td>959</td><td>27,352</td></tr><tr><td>Equity-settled share-based
transactions (note 21)</td><td>—</td><td>1,772</td><td>—</td><td>—</td><td>—</td><td>—</td><td>1,772</td><td>—</td><td>1,772</td></tr><tr><td>Purchase of own shares</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(8,913)</td><td>(8,913)</td><td>—</td><td>(8,913)</td></tr><tr><td>Dividends paid to equity shareholders
of the Company</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(34,170)</td><td>(34,170)</td><td>—</td><td>(34,170)</td></tr><tr><td>Balance at 31 December 2019</td><td>510,981</td><td>29,935</td><td>126,886</td><td>(1,197)</td><td>2,308</td><td>912,530</td><td>1,581,443</td><td>(6,048)</td><td>1,575,395</td></tr><tr><td>Balance at 1 January 2020</td><td>510,981</td><td>29,935</td><td>126,886</td><td>(1,197)</td><td>2,308</td><td>912,530</td><td>1,581,443</td><td>(6,048)</td><td>1,575,395</td></tr><tr><td>Changes in equity for 2020:</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Profit for the year</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>87,213</td><td>87,213</td><td>95</td><td>87,308</td></tr><tr><td>Other comprehensive loss</td><td>—</td><td>—</td><td>—</td><td>(12,352)</td><td>—</td><td>—</td><td>(12,352)</td><td>—</td><td>(12,352)</td></tr><tr><td>Total comprehensive income</td><td>—</td><td>—</td><td>—</td><td>(12,352)</td><td>—</td><td>87,213</td><td>74,861</td><td>95</td><td>74,956</td></tr><tr><td>Equity-settled share-based
transactions (note 21)</td><td>—</td><td>872</td><td>—</td><td>—</td><td>—</td><td>—</td><td>872</td><td>—</td><td>872</td></tr><tr><td>Purchase of own shares</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(18,125)</td><td>(18,125)</td><td>—</td><td>(18,125)</td></tr><tr><td>Dividends declared by subsidiaries to
the non-controlling equity owner</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(615)</td><td>(615)</td></tr><tr><td>Dividends paid to equity shareholders
of the Company (note 23(b)(ii))</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(10,702)</td><td>(10,702)</td><td>—</td><td>(10,702)</td></tr><tr><td>Balance at 31 December 2020</td><td>510,981</td><td>30,807</td><td>126,886</td><td>(13,549)</td><td>2,308</td><td>970,916</td><td>1,628,349</td><td>(6,568)</td><td>1,621,781</td></tr></table>
The notes on pages 101 to 167 form part of these financial statements. |
20791687_101.pdf | en | # Consolidated Cash Flow Statement
for the year ended 31 December 2020
(Expressed in Renminbi)
<table><tr><td rowspan="2"></td><td rowspan="2">Note</td><td>2020</td><td>2019</td></tr><tr><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Operating activities</td><td></td><td></td><td></td></tr><tr><td>Cash generated from operations</td><td>17(b)</td><td>320,615</td><td>46,918</td></tr><tr><td>Income tax paid</td><td>22(a)</td><td>(30,486)</td><td>(27,039)</td></tr><tr><td>Net cash generated from operating activities</td><td></td><td>290,129</td><td>19,879</td></tr><tr><td>Investing activities</td><td></td><td></td><td></td></tr><tr><td>Payment for purchase of property, plant and equipment</td><td>11</td><td>(393)</td><td>(1,392)</td></tr><tr><td>Payment for purchase of intangible assets</td><td></td><td>(607)</td><td>(251)</td></tr><tr><td>Payment for purchase of investment property</td><td></td><td>—</td><td>(19,214)</td></tr><tr><td>Payment for purchase of other financial assets</td><td></td><td>(82,000)</td><td>(79,684)</td></tr><tr><td>Proceeds from disposal of financial assets</td><td></td><td>43,301</td><td>—</td></tr><tr><td>Received from other financial asset</td><td></td><td>2,000</td><td>—</td></tr><tr><td>Investments to associates</td><td></td><td>—</td><td>(2,150)</td></tr><tr><td>Time deposits with initial term over three months</td><td></td><td>(22,587)</td><td>(21,920)</td></tr><tr><td>Proceeds from disposal of property, plant and equipment</td><td></td><td>153</td><td>123</td></tr><tr><td>Payment of restricted cash</td><td></td><td>(882)</td><td>—</td></tr><tr><td>Interest received</td><td>5(a)</td><td>14,268</td><td>14,881</td></tr><tr><td>Dividends received from investments in securities</td><td></td><td>1,536</td><td>—</td></tr><tr><td>Net cash used in investing activities</td><td></td><td>(45,211)</td><td>(109,607)</td></tr><tr><td>Financing activities</td><td></td><td></td><td></td></tr><tr><td>Payment for purchase of own shares</td><td></td><td>(18,125)</td><td>(8,913)</td></tr><tr><td>Dividends paid to equity shareholders of the Company</td><td></td><td>(10,702)</td><td>(34,170)</td></tr><tr><td>Capital element of lease rentals paid</td><td></td><td>(1,912)</td><td>—</td></tr><tr><td>Interest element of lease rentals paid</td><td></td><td>(59)</td><td>—</td></tr><tr><td>Other cash flows arising from financing activities</td><td></td><td>28</td><td>—</td></tr><tr><td>Net cash used in financing activities</td><td></td><td>(30,770)</td><td>(43,083)</td></tr><tr><td>Net increase/(decrease) in cash and cash equivalents</td><td></td><td>214,148</td><td>(132,811)</td></tr><tr><td>Cash and cash equivalents at 1 January</td><td></td><td>583,677</td><td>715,109</td></tr><tr><td>Effect of foreign exchange rate changes</td><td></td><td>(9,741)</td><td>1,379</td></tr><tr><td>Cash and cash equivalents at 31 December</td><td>17</td><td>788,084</td><td>583,677</td></tr></table>
The notes on pages 101 to 167 form part of these financial statements. |
20757700_28.pdf | en | # Environment
# Reducing Waste
Waste is a by-product of our manufacturing processes. Our approach is to reduce, reuse and recycle waste where possible. Metal waste, aluminium, wood and general waste constitute the primary types of waste from our operations. Metal accounts for more than half of our total waste. We sell metal waste as scrap for recycling by other users. In FY2019, metal waste accounted for 65% of our total non-hazardous waste followed by general waste of 23%.
Our policy is to dispose waste through licensed waste management contractors for recycling or safe disposal in accordance with local regulations.
# Complying with Laws
We are committed to complying with the applicable environmental regulations. There were no incidents of non-compliance against environmental laws or regulations in the reported periods.
Non-hazardous Waste (tonnes) |
20757700_29.pdf | en | As a responsible corporate citizen, our business philosophy is centered on an unwavering commitment to improve the economic, environmental and social well-being of our stakeholders.
<table><tr><td>Anti-Corruption</td><td>Our policy requires zero-tolerance towards bribery and corruption. There were
no known incidents of corruption in the reported period.</td></tr><tr><td>Whistle-Blowing Policy</td><td>Our Whistle-Blowing Policy aims at maintaining a hihg standard of corporate
governance; providing a channel of communication for employees to report
fraudulent practices; and guides employees on actions to address their concerns
on suspicions of fraudulent activities. The policy also provides the process for
investigation and management reporting. This policy deals with:
• Conflicts of interest: An emlpoyee or officer should always act in the best interest
of the Group. A “conflict of interest” occurs when an individual’s personal interests
interferes or appears to interfere with the interests of the Group.
• Taking advantage of corporate opportunities: Emlpoyees and directors are
prohibited from taking advantage of corporate property, information, or position,
or opportunities arising from these, for personal gains or to compete with the
Group.
• Confidentiality: Emlpoyees and directors must maintain the confidentiality of
information entrusted to them by the Group or its customers, except when
disclosure is authorised or legally mandated.
• Fair dealing: Each emloyee and director should endeavour to deal fairly with thpe
G’rous customers, sulppiers, competitors and emlhpoNpyees. one sould take unfair
advantahge of anhyone throug disonesty, misrepresentation of material facts or
any other unfair practice.
’• Protection and proper use of the Groups assets: All emlpodl
yees an officers shoud’protect the Groups assets and ensure their efficient use for legitimate business
purposes.
• Comlpiance with laws, rules and regulations (including insider trading laws): We
activelly promote compiance with laws, rules and regulations, including insider
trading laws. Insider trading is both unethical and illegal.
• Unethical behaviour: We actively promote ethical behaviour and encourage
emlpoyees to report any misconduct in this regard.</td></tr><tr><td>Regulatory Compliance</td><td>GDS is committed to conducting its business activities in a lawful manner. We
have implemented measures to stay updated about the regulations that apply to
our business to ensure compliance.
There were no known incidents of non-compliance with socio-economic laws or
regulations in the reported period.</td></tr></table> |
20787384_231.pdf | en | # 4. Financial risk management (continued)
# 4.3 Liquidity risk (continued)
# (C) Analysis of undiscounted cash flows by contractual maturities (continued)
# (b) Derivative cash flows
The tables below summarise the cash flows of the Group by remaining contractual maturity as at 31 December for derivative financial liabilities that will be settled on a net basis, together with all derivative financial instruments that will be settled on a gross basis regardless of whether the contract is in an asset or liability position. The amounts disclosed in the tables are the contractual undiscounted cash flows, except for certain derivatives which are disclosed at fair value.
The Group’s derivative financial instruments that will be settled on a net basis mainly include interest rate swaps whereas derivative financial instruments that will be settled on a gross basis mainly include currency forwards and currency swaps.
<table><tr><td rowspan="3"></td><td colspan="6">2018</td></tr><tr><td>Up to
1 month</td><td>1 to 3
months</td><td>3 to 12
months</td><td>1 to 5
years</td><td>Over
5 years</td><td>Total</td></tr><tr><td>HK$’m</td><td>HK$’m</td><td>HK$’m</td><td>HK$’m</td><td>HK$’m</td><td>HK$’m</td></tr><tr><td>Derivative financial liabilities
settled on a net basis</td><td>(8,983)</td><td>(884)</td><td>(2,338)</td><td>(5,061)</td><td>(1,002)</td><td>(18,268)</td></tr><tr><td>Derivative financial instruments
settled on a gross basis</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Total inflow</td><td>792,296</td><td>383,269</td><td>643,870</td><td>133,033</td><td>4,683</td><td>1,957,151</td></tr><tr><td>Total outflow</td><td>(793,145)</td><td>(382,112)</td><td>(641,036)</td><td>(133,384)</td><td>(4,660)</td><td>(1,954,337)</td></tr></table>
<table><tr><td rowspan="3"></td><td colspan="6">2017</td></tr><tr><td>Up to
1 month</td><td>1 to 3
months</td><td>3 to 12
months</td><td>1 to 5
years</td><td>Over
5 years</td><td>Total</td></tr><tr><td>HK$’m</td><td>HK$’m</td><td>HK$’m</td><td>HK$’m</td><td>HK$’m</td><td>HK$’m</td></tr><tr><td>Derivative financial liabilities
settled on a net basis</td><td>(7,463)</td><td>(720)</td><td>(1,127)</td><td>(3,580)</td><td>(856)</td><td>(13,746)</td></tr><tr><td>Derivative financial instruments
settled on a gross basis</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Total inflow</td><td>635,704</td><td>462,071</td><td>492,297</td><td>125,606</td><td>5,181</td><td>1,720,859</td></tr><tr><td>Total outflow</td><td>(636,212)</td><td>(462,229)</td><td>(491,628)</td><td>(125,756)</td><td>(5,192)</td><td>(1,721,017)</td></tr></table> |
20787384_232.pdf | en | # 4. Financial risk management (continued)
# 4.3 Liquidity risk (continued)
# (C) Analysis of undiscounted cash flows by contractual maturities (continued)
# (c) Off-balance sheet items
# Loan commitments
The contractual amounts of the Group’s off-balance sheet financial instruments as at 31 December 2018 that the Group commits to extend credit to customers and other facilities amounted to HK\$545,794 million (2017: HK\$569,658 million). Those loan commitments can be drawn within one year.
# Financial guarantee contracts
Financial guarantees and other financial facilities of the Group as at 31 December 2018 amounting to HK\$62,094 million (2017: HK\$66,800 million) are maturing no later than one year.
# 4.4 Insurance risk
The Group is in the business of insuring against the risk of mortality, morbidity, disability, critical illness, accidents and related risks. The Group manages these risks through the application of its underwriting strategy and reinsurance arrangements.
The underwriting strategy is intended to set premium pricing at an appropriate level that corresponds with the underlying exposure of the risks underwritten and the Group’s underwriting procedures include the screening processes, such as the review of health condition and family medical history to ensure alignment with the underwriting strategy.
Within the insurance process, concentrations of risk may arise where a particular event or a series of events could impact heavily on the Group’s liabilities. Such concentrations may arise from a single insurance contract or through a small number of related contracts, and relate to circumstances where significant liabilities could arise.
For the in-force insurance contracts, most of the underlying insurance liabilities are related to endowment, universal life, annuity, whole life and unit-linked insurance products. For most of the insurance policies issued, the Group has a retention limit on any single life insured. The Group cedes the excess of the insured benefit over the limit to reinsurer under an excess of loss reinsurance arrangement. For some of the insurance liabilities, the Group has entered into reinsurance arrangements that reinsure most of the insurance risk.
Uncertainty in the estimation of future benefit payments and premium receipts for long-term insurance contracts arises from the unpredictability of long-term changes in overall levels of mortality, morbidity and persistency. In this regard, the Group has conducted relevant experience studies. The results of such studies are considered in determining the assumptions of insurance liability which include an appropriate level of prudential margins. |
9273514_188.pdf | en | . enhancing our operational efficiency and corporate governance through compliance with rigorous disclosure standards which we believe would enhance our internal control, operating systems and risk management; and
. enhancing employee incentive and commitment. Human resources and talents are vital to our business, being a listed company can help to attract, recruit and retain our valued management personnel, employees and skilled professionals to provide additional incentive. To this end, we have also put in place the Share Option Scheme for our employees in order to attract and retain talents. See ‘‘E. Share Option Scheme’’ in Appendix V to this prospectus for a summary of the principal terms of the Share Option Scheme.
Our executive Directors had considered and evaluated different listing venues including Hong Kong and Singapore and have concluded that Hong Kong is the suitable venue to pursue a listing after taking into account the following factors:
. our executive Directors consider that the level of trading activities on a stock exchange to be one of the key factors indicating the ease of conducting secondary funding activities after a listing. A secondary fundraising exercise such as a secondary placement of shares would generally be more attractive to investors if there is a more liquid market, where there will be more buyers, who may invest in our shares under the fundraising exercise, and sellers, who may realise their investment subsequently. According to the CIC Report, the average daily turnover of securities in Hong Kong was approximately HK\$66.9 billion (equivalent to approximately S\$11.2 billion) and approximately HK\$88.4 billion (equivalent to approximately S\$14.9 billion), respectively, in 2016 and 2017. By comparison, accordingly to the Stock Exchange of Singapore, the average daily turnover of securities in Singapore was approximately S\$1.1 billion and S\$1.2 billion, respectively, for the corresponding periods. As such, our executive Directors are of the view that it would be easier to conduct secondary fundraising in the Hong Kong stock market, if necessary, for our further expansion in the future, than in the Singapore stock market, as the Hong Kong market has higher liquidity;
. according to the CIC Report, the market capitalisation weighted average price-earnings ratio of companies listed on the Stock Exchange and those on the Stock Exchange of Singapore as at 31 January 2018 was approximately 39.1 times and 18.2 times, respectively. As such, our executive Directors are of the view that the valuation of companies listed in Hong Kong is generally higher than those listed in Singapore, and thus there is a higher probability for our Company to achieve a higher valuation if the Share Offer is conducted through the Hong Kong stock market instead of the Singapore stock market;
. the Stock Exchange is an international stock market and is mature in the global financial world. According to the global ranking of stock exchanges by market capitalisation on the SFC’s website, the Stock Exchange ranked seventh among the world’s leading stock exchanges in terms of market capitalisation as at the end of December 2017, with a total market capitalisation of US\$4,350.5 billion. It is also the third largest stock exchange in Asia, behind Japan and Shanghai, China, as at the end of December 2017; and |
9273514_189.pdf | en | . given the international and mature status of the Stock Exchange, our executive Directors believe that the listing of our Shares in Hong Kong has advantages which include a sound regulatory framework, free flow of capital and an advanced clearing and settlement infrastructure and financial services.
Our Directors believe that investors would be interested in investing in our Group despite the fact that our Group is based in Singapore for the following reasons. Our major customers encompass subsidiaries of listed companies. Such customers include (i) Customer B, a subsidiary of a company listed on the New York Stock Exchange, which is a Fortune 500 company and the leading global developer of integrated resorts and casino operator; (ii) CBM Pte Ltd, a subsidiary of City Developments Limited, a company listed on the Singapore Stock Exchange, which is an international real estate operating company with a global presence, and one of Singapore’s largest companies by market capitalisation; and (iii) UEMS Solutions Pte Ltd, a subsidiary of UEM Edgenta Berhad, a company listed on the Main Board of Bursa Malaysia Securities Berhad, which is a leader in total asset solutions including consultancy, procurement and construction planning, operations and maintenance for a range of assets and building types such as residential properties, offices and roads. In addition, in 2016, we secured a three-year framework agreement for the supply of our tissue products to the largest international airport in Singapore. Our Directors believe that given the international background and reputable status of our customers, investors would be attracted by our Group’s customer profile to invest in our Group. |
3426397_82.pdf | en | # 2. ADOPTION OF NEW OR REVISED IFRSs (continued)
# (b) New or revised IFRSs that have been issued but are not yet effective (continued)
# IFRS 16 — Leases (continued)
As at 31 December 2018, the Group has non-cancellable operating lease commitments of HK\$18,314,000 as disclosed in Note 32(a). A preliminary assessment indicates that these arrangements will meet the definition of a lease under IFRS 16, and hence the Group will recognise a right-of-use asset and a corresponding liability in respect of all these leases unless they qualify for low value or short-term leases upon the application of IFRS 16. In addition, the application of new requirements may result in changes in measurement, presentation and disclosure as indicated above. However, it is not practicable to provide a reasonable estimate of the financial effect until the Group performs a detailed review.
In respect of the lessor accounting, IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently.
# IFRIC 23 — Uncertainty over Income Tax Treatments
The interpretation supports the requirements of IAS 12 “Income Taxes” by providing guidance over how to reflect the effects of uncertainty in accounting for income taxes. Under the interpretation, the entity shall determine whether to consider each uncertain tax treatment separately or together based on which approach better predicts the resolution of the uncertainty. The entity shall also assume the tax authority will examine amounts that it has a right to examine and have full knowledge of all related information when making those examinations. If the entity determines it is probable that the tax authority will accept an uncertain tax treatment, then the entity should measure current and deferred tax in line with its tax filings. If the entity determines it is not probable, then the uncertainty in the determination of tax is reflected using either the “most likely amount” or the “expected value” approach, whichever better predicts the resolution of the uncertainty.
The Group is not yet in a position to state whether these new pronouncements will result in substantial changes to the Group’s accounting policies and financial statements.
# Amendments to IFRS 10 and IAS 28 — Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
The amendments clarify the extent of gains or losses to be recognised when an entity sells or contributes assets to its associate or joint venture. When the transaction involves a business, the gain or loss is recognised in full; conversely when the transaction involves assets that do not constitute a business, the gain or loss is recognised only to the extent of the unrelated investors’ interests in the joint venture or associate.
The Group is not yet in a position to state whether these new pronouncements will result in substantial changes to the Group’s accounting policies and financial statements. |
3426397_83.pdf | en | # 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
# (a) Basis of preparation
The consolidated financial statements have been prepared under historical cost convention except for certain financial instruments classified as available-for-sale investments and at fair value through profit or loss, which are measured at fair value. The significant accounting policies that have been used in the preparation of these financial statements are summarised below. These policies have been consistently applied to all the years presented unless otherwise stated. The adoption of new or revised IFRSs and the impacts on the financial statements, are disclosed in Note 2.
It should be noted that accounting estimates and assumptions are used in preparation of the financial statements. Although these estimates are based on management’s best knowledge and judgment of current events and actions, actual results may ultimately differ from those estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are set out in Note 4.
# (b) Business combination and basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Inter-company transactions and balances between group companies together with unrealised profits are eliminated in full in preparing the consolidated financial statements. Unrealised losses are also eliminated unless the transaction provides evidence of impairment on the asset transferred, in which case the loss is recognised in profit or loss.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of profit or loss from the effective dates of acquisition or up to the effective dates of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.
Acquisition of subsidiaries or businesses is accounted for using acquisition method. The cost of an acquisition is measured at the aggregate of the acquisition-date fair value of assets transferred, liabilities incurred and equity interests issued by the Group, as the acquirer. The identifiable assets acquired and liabilities assumed are principally measured at acquisition-date fair value. The Group’s previously held equity interest in the acquiree is re-measured at acquisition-date fair value and the resulting gains or losses are recognised in profit or loss. The Group may elect, on a transaction-by-transaction basis, to measure non-controlling interests that represent present ownership interests in the subsidiary either at fair value or at the proportionate share of the acquiree’s identifiable net assets. All other non-controlling interests are measured at fair value unless another measurement basis is required by IFRSs. Acquisition-related costs incurred are expensed unless they are incurred in issuing equity instruments in which case the costs are deducted from equity. |
9304817_19.pdf | en | # SUSTAINABILITY GOVERNANCE
At MGM China, we integrate sustainability management into all levels of our governance, from Board-level and management-level committees to operational-level teams and business units. Established in 2012, the MGM Sustainability Committee (“Committee”), chaired by the non-executive director of the Board, drives us towards fulfilling our Sustainability Vision and goals. In recognition of the rocketing awareness on sustainability in the market, we advance the structure of our Committee to enhance diversity, uphold accountability and the multi-disciplinary nature of sustainability. Therefore, the Committee underwent a restructuring, increasing the membership from 7 to 11 core departments in 2020.
The 3 operational-level teams, namely the Community Volunteer Team, Climate Change and Carbon Management Team, and Green Team are in place to encourage employees’ participation in community events, explore environmental enhancement opportunities, and engage and inspire fellow team members to help us achieve our environmental objectives.
# Sustainability Governance Structure |
9304817_20.pdf | en | # RESPONSE TO GLOBAL CALLS FOR SUSTAINABLE DEVELOPMENT
MGM China supports the SDGs and has identified and aligned the Company’s strategy and initiatives with 9 relevant SDGs addressing global challenges.
# UN SDGs Supported by MGM China |
3456618_78.pdf | en | # 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
# 3.15 Financial instruments (Cont’d)
# Financial assets (Cont’d)
# Effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Interest income is recognised on an effective interest basis for debt instruments other than those financial assets classified at FVTPL, of which interest income is included in net gains or loses.
# Financial assets at FVTPL
Financial assets are classified as at FVTPL when the financial asset is (i) held for trading or (ii) it is designated as at FTVPL.
A financial asset is classified as held for trading if:
• it has been acquired principally for the purpose of selling it in the near term;or
• on initial recognition it is a part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
• it is a derivative that is not designated and effective as a hedging instrument. |
3456618_79.pdf | en | # 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
# 3.15 Financial instruments (Cont’d)
# Financial assets (Cont’d)
# Financial assets at FVTPL (Cont’d)
A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if:
• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
• the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or
• it forms part of a contract containing one or more embedded derivatives, and HKAS 39 Financial Instruments: Recognition and Measurement permits the entire combined contract (asset or liability) to be designated at FVTPL.
Financial assets at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss excludes any dividend or interest earned on the financial assets and is included in the other revenue and other income line item. Fair value is determined in the manner described in note 4 to the consolidated financial statements. |
7568591_77.pdf | en | # 4 FINANCIAL RISK MANAGEMENT (Continued)
# (a) Financial risk factors (Continued)
# (i) Credit risk (Continued)
# Trade receivables
The Group’s trade receivables have been grouped into categories for shared credit risk characteristics:
– primary properties market transactions
– other transactions
For trade receivables from primary properties market transactions, the counterparties are primarily large corporations and have strong financial position and management considers the credit risk is close to zero.
For trade receivables from other transactions, the counterparties are primarily individuals. When there is objective evidence that individual trade receivable is impaired, the loss allowances for these trade receivables is assessed and measured at an amount equal to lifetime expected credit losses.
For the remaining trade receivables from other transactions which no objective evidence is available without undue cost to measure the lifetime expected credit loss, the Group applies the HKFRS 9 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance for these trade receivables collectively.
To measure the expected credit losses, these trade receivables have been grouped based on the days past due and the sectors of the transacted properties (i.e. commercial properties, shops and industrial properties).
The expected loss rates are based on the latest completed historical payment profile of sales over a period of 12 month and the corresponding historical credit losses experienced within that period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables, if any. |
7568591_78.pdf | en | # 4 FINANCIAL RISK MANAGEMENT (Continued)
# (a) Financial risk factors (Continued)
# (i) Credit risk (Continued)
# Trade receivables (Continued)
On these basis, the loss allowances for trade receivables as at 31 December 2020 and 31 December 2019 were determined as follows:
# As at 31 December 2020
<table><tr><td rowspan="3"></td><td rowspan="2">Expected
loss rate</td><td rowspan="2">Gross
carrying
amount</td><td colspan="3">Loss allowance</td></tr><tr><td>Individually
assessed</td><td>Collectively
assessed</td><td> Total</td></tr><tr><td>%</td><td> HK$’000</td><td> HK$’000</td><td> HK$’000</td><td> HK$’000</td></tr><tr><td>Current (not yet due)</td><td>4.5%-15.0%</td><td>81,268</td><td>(460)</td><td>(4,138)</td><td>(4,598)</td></tr><tr><td>Less than 30 days past due</td><td>0.8%-7.7%</td><td>10,854</td><td>(75)</td><td>(597)</td><td>(672)</td></tr><tr><td>31-60 days past due</td><td>3.7%-19.0%</td><td>3,006</td><td> –</td><td>(405)</td><td>(405)</td></tr><tr><td>61-90 days past due</td><td>7.9%-31.0%</td><td>2,163</td><td>(1,345)</td><td>(56)</td><td>(1,401)</td></tr><tr><td>More than 90 days past due</td><td>13.0%-100%</td><td>29,329</td><td>(24,021)</td><td>(4,665)</td><td>(28,686)</td></tr><tr><td></td><td></td><td>126,620</td><td>(25,901)</td><td>(9,861)</td><td>(35,762)</td></tr></table>
# As at 31 December 2019
<table><tr><td rowspan="3"></td><td rowspan="2">Expected
loss rate</td><td rowspan="2">Gross
carrying
amount</td><td colspan="3">Loss allowance</td></tr><tr><td>Individually
assessed</td><td>Collectively
assessed</td><td> Total</td></tr><tr><td>%</td><td> HK$’000</td><td> HK$’000</td><td> HK$’000</td><td> HK$’000</td></tr><tr><td>Current (not yet due)</td><td>3.6%-6.2%</td><td>75,912</td><td>(893)</td><td>(2,955)</td><td>(3,848)</td></tr><tr><td>Less than 30 days past due</td><td>0.4%-5.5%</td><td>10,303</td><td>(96)</td><td>(245)</td><td>(341)</td></tr><tr><td>31-60 days past due</td><td>1.3%-13.9%</td><td>3,729</td><td>(1,601)</td><td>(363)</td><td>(1,964)</td></tr><tr><td>61-90 days past due</td><td>2.4%-19.6%</td><td>2,369</td><td> –</td><td>(375)</td><td>(375)</td></tr><tr><td>More than 90 days past due</td><td>36.0%-100%</td><td>27,449</td><td>(17,104)</td><td>(8,884)</td><td>(25,988)</td></tr><tr><td></td><td></td><td>119,762</td><td>(19,694)</td><td>(12,822)</td><td>(32,516)</td></tr></table>
Note: The customers are obliged to settle the amounts due upon the completion of or pursuant to the terms and conditions of the relevant agreements. The loss allowance provided for trade receivables not yet due includes the credit risk arising from bad debts and fallen through transactions. The loss allowance provided for overdue trade receivables includes only the credit risk arising from bad debts. |
20788184_136.pdf | en | # Homeowners premium measures and statistics
<table><tr><td></td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>PIF (thousands)</td><td>79</td><td>58</td><td>32</td></tr><tr><td>New issued applications (thousands)</td><td>34</td><td>37</td><td>28</td></tr><tr><td>Average premium</td><td>$ 917</td><td> $ 875</td><td> $ 833</td></tr><tr><td>Renewal ratio (%) (1)</td><td>85.5</td><td>82.6</td><td>81.9</td></tr><tr><td>Approved rat(2)e changes :</td><td></td><td></td><td></td></tr><tr><td># of locations (3)</td><td>4</td><td>1</td><td>N/A</td></tr><tr><td>Total brand (%)</td><td>5.1</td><td>(0.5)</td><td>N/A</td></tr><tr><td>Location specific (%)</td><td>14.3</td><td>(10.0)</td><td>N/A</td></tr></table>
(1) Esurance’s renewal ratios exclude the impact of risk related cancellations during the new business underwriting period. Customers can enter into a policy without a physical inspection. During the underwriting review period, a number of policies may be canceled if upon inspection the condition is unsatisfactory.
(2) Rate changes were approved in 4 states, totaled \$2.9 million in 2017. Rate changes were only approved in Texas in 2016. No rate changes were approved in 2015. N/A reflects not applicable.
(3) Esurance brand operates in 31 states and 2 Canadian provinces.
Homeowners insurance premiums written totaled\$79 million in 2017 compared to \$56 million in 2016. Factors impacting premiums written were:
• 21 thousand increase in PIF as of December 31, 2017 compared to December 31, 2016.
• 3 thousand decrease in new issued applications in 2017 compared to 2016 due to reduced marketing activities.
• 4.8% increase in average premium in 2017 compared to 2016, primarily due to increased premium distribution in higher average premium states and rate changes. As of December 31, 2017, Esurance is writing homeowners insurance in 31 states with lower hurricane risk, contributing to lower average premium compared to the industry.
Homeowners insurance premiums written totaled\$56 million in 2016 compared to \$30 million in 2015. Factors impacting premiums written were:
• 26 thousand increase in PIF as of December 31, 2016 compared to December 31, 2015.
• 9 thousand increase in new issued applications in 2016 compared to 2015.
• As of December 31, 2016, Esurance was writing homeowners insurance in 31 states with lower hurricane risk.
# Combined ratios by line of business
<table><tr><td rowspan="3"></td><td colspan="9">For the years ended December 31,</td></tr><tr><td colspan="3">Loss ratio (1)</td><td colspan="3">E(1)xpense ratio </td><td colspan="3">Combined ratio</td></tr><tr><td>2017</td><td>2016</td><td>2015</td><td>2017</td><td>2016</td><td>2015</td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Auto</td><td>77.5</td><td>75.8</td><td>75.3</td><td>24.8</td><td>28.2</td><td>34.0</td><td>102.3</td><td>104.0</td><td>109.3</td></tr><tr><td>Homeowners</td><td>83.8</td><td>78.6</td><td>63.2</td><td>45.6</td><td>161.9</td><td>136.8</td><td>129.4</td><td>240.5</td><td>200.0</td></tr><tr><td>Other personal lines</td><td>50.0</td><td>62.5</td><td>57.1</td><td>37.5</td><td>37.5</td><td>42.9</td><td>87.5</td><td>100.0</td><td>100.0</td></tr><tr><td>Total</td><td>77.6</td><td>75.8</td><td>75.1</td><td>25.7</td><td>31.7</td><td>35.2</td><td>103.3</td><td>107.5</td><td>110.3</td></tr></table>
(1) Ratios are calculated using the premiums earned for the respective line of business.
# Loss ratios by line of business
<table><tr><td rowspan="3"></td><td rowspan="2" colspan="3">Loss ratio</td><td colspan="6">For the years ended December 31,</td><td rowspan="2" colspan="3">Effect of catastrohpe
losses included in prior
year reserve
reestimates on
combined ratio</td></tr><tr><td colspan="3">Effect of catastrohpe
losses on combined
ratio</td><td colspan="3">Effect of prior year
reserve reestimates on
combined ratio</td></tr><tr><td>2017</td><td>2016</td><td>2015</td><td>2017</td><td>2016</td><td>2015</td><td>2017</td><td>2016</td><td>2015</td><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Auto</td><td>77.5</td><td>75.8</td><td>75.3</td><td>2.1</td><td>1.5</td><td>0.7</td><td>0.1</td><td>(1.3)</td><td>(1.1)</td><td> —</td><td> —</td><td> —</td></tr><tr><td>Homeowners</td><td>83.8</td><td>78.6</td><td>63.2</td><td>23.5</td><td>28.6</td><td>15.8</td><td>(3.0)</td><td> —</td><td> —</td><td>(1.5)</td><td> —</td><td> —</td></tr><tr><td>Other personal lines</td><td>50.0</td><td>62.5</td><td>57.1</td><td> —</td><td> —</td><td> —</td><td>(12.5)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Total</td><td>77.6</td><td>75.8</td><td>75.1</td><td>2.9</td><td>2.2</td><td>0.9</td><td>(0.1)</td><td>(1.3)</td><td>(1.1)</td><td>(0.1)</td><td> —</td><td>0.1</td></tr></table>
Auto loss ratio increased 1.7 points in 2017 compared to 2016, primarily due to unfavorable prior year reserve reestimates in 2017 compared to favorable prior year reserve reestimates in 2016 and higher catastrophe losses. Auto loss ratio increased 0.5 points in 2016 compared to 2015, primarily due to higher claim frequency and catastrophe losses, partially offset by increases in premiums earned.
Catastrophe losses were \$50 million in 2017 compared to \$36 million in 2016 and \$14 million in 2015. |
20788184_137.pdf | en | # Expense ratios by line of business
<table><tr><td rowspan="2"></td><td colspan="3">For the years ended December 31,</td></tr><tr><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Auto</td><td>24.8</td><td>28.2</td><td>34.0</td></tr><tr><td>Homeowners</td><td>45.6</td><td>161.9</td><td>136.8</td></tr><tr><td>Other personal lines</td><td>37.5</td><td>37.5</td><td>42.9</td></tr><tr><td>Total expense ratio</td><td>25.7</td><td>31.7</td><td>35.2</td></tr></table>
# Impact of specific costs and expenses on the expense ratio
<table><tr><td rowspan="2"></td><td colspan="3">For the years ended December 31,</td></tr><tr><td>2017</td><td>2016</td><td>2015</td></tr><tr><td>Amortization of DAC</td><td>2.4</td><td>2.5</td><td>2.5</td></tr><tr><td>Advertising expense</td><td>8.3</td><td>11.2</td><td>12.6</td></tr><tr><td>Amortization of purchased intangible assets</td><td>0.2</td><td>1.4</td><td>2.2</td></tr><tr><td>Other costs and expenses</td><td>14.6</td><td>16.6</td><td>17.9</td></tr><tr><td>Restructuring and related charges</td><td>0.2</td><td>—</td><td>—</td></tr><tr><td>Total expense ratio</td><td>25.7</td><td>31.7</td><td>35.2</td></tr></table>
Expense ratio decreased 6.0 points in 2017 compared to 2016. Esurance uses a direct distribution model, therefore its primary acquisition-related costs are advertising as opposed to commissions. Esurance advertising expense ratio decreased 2.9 points in 2017 compared to 2016, primarily due to reductions in homeowners marketing. Other costs and expenses, including salaries of phone sales personnel and other underwriting costs related to customer acquisition, were lower in 2017 compared to 2016 due to the implementation of process efficiencies. Expense ratio includes amortization of purchased intangible assets from the original acquisition in 2011. Starting in 2017, the portion of the remaining purchased intangible asset related to the Esurance brand name was classified as an infinite-lived intangible and is no longer being amortized, but instead tested for impairment on an annual basis.
We continue to review our advertising spend to ensure our acquisition costs meet our targeted returns. Esurance incurs substantially all of its acquisition costs in the year of policy inception. As a result, the Esurance expense ratio will be higher or lower depending on the advertising expenditures incurred related to our profitability actions. Esurance’s annual combined ratio is below 100, after the year of policy inception (in which substantially all acquisition costs are incurred), driven by pricing changes, customer mix and renewal experience.
Expense ratio decreased 3.5 points in 2016 compared to 2015. Esurance has continued to invest in growth, including offering a comprehensive suite of products such as homeowners, motorcycle and usage-based insurance as well as expanding into the Canadian market. Esurance advertising expense ratio decreased 1.4 points in 2016 compared to 2015 in conjunction with our profitability actions. Strategic reductions in marketing spending were made on auto while homeowners advertising spending was increased. Other costs and expenses, including salaries of phone sales personnel and other underwriting costs related to customer acquisition, were lower in 2016 than 2015. |
7567536_16.pdf | en | # Other Income
With the decrease in net exchange difference of approximately HK\$0.9 million and decrease in royalty income of approximately HK\$2.5 million from one of the Group’s branded timber products for a timber flooring project, the Group’s other income decreased significantly by approximately HK\$3.1 million, or approximately 62.0%, from approximately HK\$5.0 million for the year ended 31 March 2019 to approximately HK\$1.9 million for the year ended 31 March 2020.
# Selling and Distribution Expenses
The Group’s selling and distribution expenses mainly comprised business development expenses, transportation expenses and storage expenses. The total selling and distribution expenses increased by approximately HK\$2.3 million, or approximately 35.9%, from approximately HK\$6.4 million for the year ended 31 March 2019 to approximately HK\$8.7 million for the year ended 31 March 2020, mainly being an increase in business development expenses incurred to explore potential business opportunities and maintain business relationships.
# Administrative Expenses
The Group’s administrative expenses slightly increased by approximately HK\$2.2 million, or approximately 7.6%, from approximately HK\$28.8 million for the year ended 31 March 2019 to approximately HK\$31.0 million for the year ended 31 March 2020. Staff cost has increased by approximately HK\$1.1 million, as the average number of staff and average monthly salary has been increased during the year ended 31 March 2020. In addition, impairment and written off on assets has increased by approximately HK\$1.0 million.
# Finance Costs
The Group’s finance costs increased by approximately HK\$0.4 million, or approximately 30.8%, from approximately HK\$1.3 million for the year ended 31 March 2019 to approximately HK\$1.7 million for the year ended 31 March 2020. Despite the effective interest rate decreased as Hong Kong Monetary Authority reduced its base rate by 25 basis points to 2 percent in late October 2019, average bank borrowings increased and hence the finance costs for the year ended 31 March 2020 also increased.
# Income Tax Expenses and Effective Tax Rate
The Group’s income tax expenses decreased by approximately HK\$0.3 million, or approximately 60.0%, from approximately HK\$0.5 million for the year ended 31 March 2019 to approximately HK\$0.2 million for the year ended 31 March 2020. Such decrease was attributed to the turnaround effect from profits to loss for the year ended 31 March 2020.
The Group’s effective tax rates for the years ended 31 March 2020 and 2019 were approximately negative 0.6% and 41.3% respectively. |
7567536_17.pdf | en | # Net (Loss)/Profit and Net Profit Margin
The Group’s net profit decreased by approximately HK\$24.6 million, from net profit of approximately HK\$0.8 million for the year ended 31 March 2019 to net loss of approximately HK\$23.8 million for the year ended 31 March 2020. The decrease in net profit was mainly due to decreases in revenue and gross profit as mentioned above.
The Group’s net profit margins were approximately negative 15.2% and 0.3% for the years ended 31 March 2020 and 2019 respectively, and the decrease was mainly due to reasons illustrated above.
# Liquidity and Financial Resources Review
The Group had normally funded its liquidity and capital requirements primarily through bank borrowings and net cash generated from operating activities.
# Total equity and net current assets
The total equity of the Group mainly comprises share capital, share premium and reserves. The total equity of the Group as at 31 March 2020 was approximately HK\$145.2 million (2019: approximately HK\$169.1 million).
As at 31 March 2020, the Group’s net current assets were approximately HK\$115.1 million (2019: approximately HK\$138.1 million).
# Cash and cash equivalents
As at 31 March 2020, the Group had cash and cash equivalents of approximately HK\$59.3 million (2019: approximately HK\$56.5 million).
# Bank borrowings
As at 31 March 2020, the Group had bank borrowings of approximately HK\$41.4 million (2019: approximately HK\$38.9 million), and all of the Group’s bank borrowings were at floating interest rates (2019: HK\$38.9 million). |
11701045_50.pdf | en | # Strategic Enabler:
Community engagement and investment
We align our community investment strategy with our business purpose, taking into consideration our stakeholders’ areas of interests.
# Our approach to community investment
Our strategy remains focused on health issues relevant to communities where we operate, education (specifically financial education) and building community resilience through safety. In living our purpose, we contribute to improving lives and leaving a lasting impact on society through our employee engagement and volunteer programmes. We continue to build on the long-term relationships we have with our community partners, ofering both financial and skills-based support.
# Governance of community investment
Our Group-wide Community Investment Policy and the Group’s ESG strategy guide our approach to community investment and engagement. Within this framework, our businesses have the autonomy to manage their own community investment programmes. In Asia and Africa, Prudence Foundation, a unified charitable organisation governed by a statutory Board of Directors, regularly reviews our strategy and funding for community investment programmes with the aim of maximising positive outcomes in the regions where we operate. The Responsibility and Sustainability Working Group (RSWG) oversees our community engagement and investment activities on behalf of the Board.
Our Group-wide Community Investment Policy sets out minimum standards, including not permitting any investment or contributions that are prohibited by law or regulation, those under the Political Donations Policy, and those to any religious organisation whose principal aim is to propagate a particular faith. It is the Group’s policy neither to make donations to political parties nor to incur political expenditure, within the meaning of those expressions as defined in the UK Political Parties, Elections and Referendums Act 2000. The Group did not make any such donations or incur any such expenditure in 2021.
Monitoring and measuring community investment
Our community investment performance metrics are aligned to the Business for Societal Impact (B4SI) Framework, which is used to monitor progress and guide the valuation of cash contributions.
In 2021, direct cash donations to charitable organisations totalled \$5.9 million (2020: \$9.7 million), reflecting donations made during the reporting year by continuing operations, excluding JVs. 2020 figures have been restated on this basis. For a breakdown, please refer to the charts. |
11701045_51.pdf | en | # Community engagement and investment / continued
Charitable donations by region\* %
Charitable donations by area of focus %
Due to the broad nature of our community work, some of our projects span diferent focus areas, in which case classification is made according to the activity’s primary purpose. For instance, our community resilience projects may sit within social/welfare, education or health. The reduction in our overall spend was largely attributed to having more one-of donations in response to the immediate impact of the Covid-19 pandemic in 2020. Exceptional activities undertaken in 2020 included our donations to The China Research Development Foundation and a number of Covid-19 relief projects.
Prudential colleagues and agents also contributed around 26,000 hours of volunteer service in their local communities in 2021.
# Covid-19 Relief Fund
In 2020, the Group created a US\$2.5 million Covid-19 Relief Fund, which was administered by Prudence Foundation, Prudential’s community investment arm in Asia and Africa. The fund was distributed to Prudential’s businesses globally, supporting approved charitable and community projects that addressed the immediate social and economic impacts of the pandemic.
In 2021, a new US\$2 million fund was launched to continue to support communities still struggling with the pandemic. Local businesses’ programmes have focused on supporting vulnerable communities on eforts that include Covid-19 messaging, hygiene and sanitation, nutrition and educational programmes. These include:
> Prudential Laos’ support for the Laos Red Cross in providing schools with appropriate Personal Protective Equipment as children return to school.
> Two projects in Uganda, with one providing food to teachers in vulnerable communities whose livelihoods have been afected by prolonged school closures due to the pandemic. The second project focuses on providing mental health services to those sufering from the impacts of Covid-19, as well as raising awareness on the issue.
In addition to the Covid-19 Relief Fund, Prudence Foundation also launched a SAFE STEPS Kids ‘Be Cool Be Clean’ campaign with Cartoon Network. This campaign includes video and activity materials that teach children the importance of good hygiene. The content is distributed across all Cartoon Network platforms as well as our key SAFE STEPS Kids partnerships, such as the International Federation of Red Cross and Red Crescent Societies (IFRC) and various National Red Cross Societies.
# Health
In the area of health inclusion, Prudence Foundation has been supporting early childhood care and development since 2013. In 2020, we established a new partnership with UNICEF to implement a regional early childhood development (ECD) programme that advances ECD as part of the Nurturing Care Framework. The goal is to raise awareness and provide essential knowledge and skills to parents and caregivers around holistic nurturing care for children aged from up to three years old. In 2021, the programme saw a successful pilot in Indonesia, where it reached 30,000 parents and 60,000 children aged under five. In addition, with funding support from Prudence Foundation, UNICEF has completed country rapid assessment on Nurturing Care ECD services in four countries: Cambodia, Indonesia, Thailand and the Philippines. The findings will help inform a larger initiative for developing country-specific ECD strategy and programming approach in the near future.
# Virtual Mapathon
Each year, disasters around the world kill nearly 100,000 people and afect as many as 200 million people, and millions more die of preventable diseases. Many of the places where these incidents occur are ‘missing’ from open and accessible maps, resulting in a lack of reach for humanitarian organisations.
Since 2014, Médecins Sans Frontières (MSF), also known as Doctors Without Borders, has been supporting the Ministry of Health in Nigeria to fight Noma, a low-profile disease that mostly afects children under five living in poverty.
In October 2021, Prudence Foundation, in partnership with MSF, organised two Missing Map Mapathon sessions, where PRU Volunteers helped to put the missing places and populations in Sabon Birni and Illela of Nigeria on the digital map. The efort will help MSF get to the patients more quickly, track diseases more efectively and better understand where the needs of the people are the greatest during an emergency.
A total of 174 PRU Volunteers from 20 locations across Asia, Africa and the UK participated in the Mapathon events, mapping out over 7,000 buildings in Sabon Birni and Illela. With physical volunteering becoming more challenging, this virtual volunteering event provided a meaningful opportunity for our employees to connect with one another in a good cause. We are hopeful that our contribution will make a significant impact in enabling timely prevention and treatment of the disease. We will consider holding the activity again in 2022, given the positive response received.
In conjunction with the Mapathon, Prudence Foundation has also made a donation of US\$45,000 (HKD 350,000) to fund MSF activities in providing healthcare to the people in need.
---
\* Within the scope of EY assurance – see page 12. |
20779960_31.pdf | en | (c) The Company may seek separate approval by the Shareholders in general meeting for granting options beyond the 10% limit under sub-paragraph (a) and (b) above provided the options in excess of the 10% limit are granted only to participants specifically identified by the Company before such approval is sought. In such event, the Company must send a circular to the Shareholders containing a generic description of such grantees, the number and terms of such options to be granted and the purpose of granting options to them with an explanation as to how the terms of the options will serve such purpose and all other information required under the GEM Listing Rules.
(d) The aggregate number of shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company must not, in aggregate, exceed 30% of the shares in issue from time to time. No options may be granted under the Share Option Scheme or any other share option schemes of the Company, if this will result in the limit being exceeded.
# (F) Maximum entitlement of each participant
The total number of shares issued and to be issued upon exercise of options granted to each participant (including both exercised and outstanding options) under the Share Option Scheme of the Company, in any 12-month period up to the date of grant shall not exceed 1% of the shares in issue. Where any further grant of options to a participant would result in the shares issued and to be issued upon exercise of all options granted and to be granted to such participant (including exercised, cancelled and outstanding options) in the 12 months period up to and including the date of such further grant representing in aggregate over 1% of the shares in issue, must be separately approved by Shareholders in general meeting with such participant and his close associates abstaining from voting, and the number and terms (including the subscription price) of the options to be granted to such participant must be fixed before the Shareholder’s approval. In such event, the Company must send a circular to the Shareholders containing the identity of the participant, the number and terms of the options to be granted (and options previously granted to such participant), and all other information required under the GEM Listing Rules. The date of the Board meeting proposing such further grant should be taken as the date of grant for the purpose of calculating the subscription price.
# (G) Grant of options to certain connected persons
(a) Any grant of options to a Director, chief executive or substantial shareholder of the Company or any of their respective associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the grantee of the option). |
20779960_32.pdf | en | (b) Where any grant of options to a substantial Shareholder or an independent non-executive Director or any of their respective associates will result in the total number of shares issued and to be issued upon exercise of all options already granted and to be granted to such person under the Share Option Scheme (including options exercised, cancelled and outstanding) and any other share option schemes of the Company to such person in any 12-month period up to and including the date of grant:
(i) representing in aggregate over 0.1% of the shares in issue; and
(ii) having an aggregate value, based on the closing price of the shares at the date of each grant, in excess of HK\$5.0 million,
such further grant of options is required to be approved by Shareholders at a general meeting of the Company, with voting to be taken by way of poll. The Company shall send a circular to the Shareholders containing all information as required under the GEM Listing Rules in this regard. The grantee, his associate and all core connected persons of the Company shall abstain from voting (except where any of such person intends to vote against the proposed grant and his/her intention to do so has been stated in the aforesaid circular). Any change in the terms of an option granted to a substantial shareholder or an independent non-executive Director or any of their respective associates is also required to be approved by Shareholders in the aforesaid manner.
# (H) Restrictions on the times of grant of options
(a) No offer for the grant of options may be made after any inside information has come to the knowledge of the Group until such inside information has been announced pursuant to the requirements of the GEM Listing Rules and the Securities and Futures Ordinance (the “SFO”) (Chapter 571 of the Laws of Hong Kong). No option may be granted during the period commencing one month immediately preceding the earlier of:
(i) the date of the Board meeting (such date to first be notified to the Stock Exchange in accordance with the GEM Listing Rules) for the approval of the Company’s results for any year, half-year, quarterly or other interim period (whether or not required under the GEM Listing Rules); and
(ii) the deadline for the Company to publish an announcement of the results for any year or half-year under the GEM Listing Rules, or quarterly or any other interim period (whether or not required under the GEM Listing Rules).
(b) Further to the restrictions in paragraph (a) above, no option may be granted to a Director on any day on which financial results of the Company are published and:
(i) during the period of 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results; and
(ii) during the period of 30 days immediately preceding the publication date of the quarterly results and half-year results or, if shorter, the period from the end of the relevant quarterly or half-year period up to the publication date of the results. |
7469468_76.pdf | en | # 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
# (e) Financial Instruments (Continued)
# Financial assets (Continued)
# Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
# Financial liabilities and equity
# Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
# Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.
# Financial liabilities
All financial liabilities are subsequently measured at amortised cost using the effective interest method.
# Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss. |
7469468_77.pdf | en | # 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
# (f) Impairment on plant and equipment and right-of-use assets
At the end of the reporting period, the Group reviews the carrying amounts of its plant and equipment and right-of-use assets to determine whether there is any indication that these assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the relevant asset is estimated in order to determine the extent of the impairment loss (if any).
The recoverable amount of plant and equipment and right-of-use assets are estimated individually. When it is not possible to estimate the recoverable amount individually, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
In addition, the Group assesses whether there is indication that corporate assets may be impaired. If such indication exists, corporate assets are also allocated to individual cash-generating units, when a reasonable and consistent basis of allocation can be identified, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset (or a cash-generating unit) for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or a cash-generating unit) is reduced to its recoverable amount. For corporate assets or portion of corporate assets which cannot be allocated on a reasonable and consistent basis to a cash-generating unit, the Group compares the carrying amount of a group of cash-generating units, including the carrying amounts of the corporate assets or portion of corporate assets allocated to that group of cash-generating units, with the recoverable amount of the group of cash-generating units. In allocating the impairment loss, the impairment loss is allocated first to reduce the carrying amount of any goodwill (if applicable) and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit or the group of cash-generating units. The carrying amount of an asset is not reduced below the highest of its fair value less costs of disposal (if measurable), its value in use (if determinable) and zero. The amount of the impairment loss that would otherwise have been allocated to the asset is allocated pro rata to the other assets of the unit or the group of cash-generating units. An impairment loss is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit or a group of cash-generating units) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or a cash-generating unit or a group of cash-generating units) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss. |
2555081_10.pdf | en | # CONTINGENT LIABILITIES
No material contingent liability had come to the attention of the Directors in 2016 and up to the date of results announcement and annual report issuance of the Company.
# EVENT AFTER THE REPORTING PERIOD
Up to the date of this report, the Group conducted and completed a placing of its new 18,000,000 shares after the year ended 31 December 2016. For details please refer to relevant announcements. |
2555081_11.pdf | en | Pursuant to Rule 18.44 of the GEM Listing Rules, the Board is pleased to present this corporate governance report for the year ended 31 December 2016. This report highlights the key corporate governance practices of the Company.
# CORPORATE GOVERNANCE PRACTICES
The Group is committed to promoting high standards of corporate governance. The Directors of the Company believe that sound and reasonable corporate governance practices are essential for the growth of the Group and for safeguarding the shareholders’ interests and the Group’s assets.
The Company’s corporate governance practices are based on the principles and code provisions as set out in the Corporate Governance Code (the “CG Code”) in Appendix 15 of the GEM Listing Rules. Throughout the year ended 31 December 2016 and up to the date of this report, to the best knowledge of the Board, the Company has complied with all the code provisions set out in the CG Code, save for the deviations from code provision A.6.7 as explained below and as mentioned in the following section headed “Chairman and Chief Executive Officer” in this report.
Pursuant to A.6.7 of CG Code, the independent non-executive Directors, as equal board members, should attend general meetings and develop a balanced understanding of the views of shareholders of the Company. Due to other unavoidable engagements, two independent non-executive Directors were unable to attend annual general meeting of the Company held on 18 May 2016.
# DIRECTORS’ SECURITIES TRANSACTIONS
The Company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for dealing in securities of the Company by the Directors (the “Required standard of Dealing”). Having made specific enquiries of all the Directors, each of them have confirmed that they have complied with the Required Standard of Dealings throughout the year ended 31 December 2016. No incident of non-compliance was noted by the Company during the year.
# BOARD OF DIRECTORS
# Composition of the Board
Up to the date of this annual report, the Board comprises six directors, including two executive Directors, one non-executive Director and three independent non-executive Directors. Details of their composition by category are as follows:
# Executive Directors
Mr. Lam Shu Chung (Chairman)
Ms. Lee Nga Ching
# Non-executive Director
Ms. Tse Ka Pui Jessica
# Independent non-executive Directors
Mr. Lee Siu Leung
Mr. Tang Chung Wai
Ms. Chan Man Yi |
11757132_6.pdf | en | \[ \frac { \partial Q ( \mathcal { M } ) } { \partial \mathbf { W } } = \frac { N } { 2 } \left( 2 \mathbf { W } ^ { - 1 } - \mathrm { d i a g } ( \mathbf { W } ^ { - 1 } ) \right) - \frac { 1 } { 2 } \left( \mathbf { K } + \mathbf { K } ^ { T } - \mathrm { d i a g } ( \mathbf { K } ) \right) = 0 \qquad \qquad ( 6 1 ) \]
where \( \mathbf { K } = \mathbf { S } - 2 \mathbf { C } \mathbf { V } ^ { T } + \mathbf { V } \mathbf { R } _ { \mathbf { y } } \mathbf { V } ^ { T } \), so
\[ \mathbf { W } ^ { - 1 } = \frac { 1 } { N } \frac { \mathbf { K } + \mathbf { K } ^ { T } } { 2 } \qquad \qquad ( 6 2 ) \]
\[ = \frac { 1 } { N } \left( \mathbf { S } _ { b } - \mathbf { V } \mathbf { C } ^ { T } - \mathbf { C } \mathbf { V } ^ { T } + \mathbf { V } \mathbf { R } _ { \mathbf { y } } \mathbf { V } ^ { T } \right) \qquad \qquad ( 6 3 ) \]
\[ = \frac { 1 } { N } \left( \mathbf { S } - \mathbf { V } \mathbf { C } ^ { T } \right) \qquad \qquad ( 6 4 ) \]
Finally, we need to evaluate the expectations \( \mathrm { E } _ { \mathbf { Y } } \left[ \bar { y } _ { i j } \right] \) and \( \mathrm { E } _ { \mathbf { Y } } \left[ \bar { y } _ { i j } \bar { y } _ { i j } ^ { T } \right] \) and compute \( \mathbf { R } _ { \mathbf { y } } \) and \( \mathbf { C } \).
\[ \mathbf { C } = \sum _ { i = 1 } ^ { M } \sum _ { j = 1 } ^ { H _ { i } } \mathbf { F } _ { i j } \mathbf { E } _ { \mathbf { Y } , \mathbf { X } } \left[ \bar { y } _ { i j } \right] ^ { T } = \sum _ { i = 1 } ^ { M } \sum _ { j = 1 } ^ { H _ { i } } \mathbf { F } _ { i j } \left[ \begin{array} { l } { \mathbf { E } _ { \mathbf { Y } } \left[ \mathbf { y } _ { i } \right] } \\ { \mathbf { E } _ { \mathbf { Y } , \mathbf { X } } \left[ \mathbf { x } _ { i j } \right] } \\ 1 \end{array} \right] ^ { T } = \left[ \mathbf { C } _ { \mathbf { y } } \quad \mathbf { C } _ { \mathbf { x } } \quad \mathbf { F } \right] \qquad \qquad ( 6 5 ) \]
Now
\[ \mathrm { E } _ { \mathbf { Y } } \left[ \mathbf { y } _ { i } \right] = \overline { { \mathbf { y } } } _ { i } \qquad \qquad ( 6 6 ) \]
\[ \mathrm { E } _ { \mathbf { Y } , \mathbf { X } } \left[ \mathbf { x } _ { i j } \right] = \mathrm { E } _ { \mathbf { Y } } \left[ \mathbf { x } _ { i j } \right] = \mathbf { L } _ { \mathbf { x } , i } ^ { - 1 } \left( \hat { \zeta } _ { i j } - L _ { i j } \mathbf { J } \overline { { \mathbf { y } } } _ { i } \right) \qquad \qquad ( 6 7 ) \]
\[ \mathbf { C } _ { \mathbf { y } } = \sum _ { i = 1 } ^ { M } \sum _ { j = 1 } ^ { H _ { i } } \mathbf { F } _ { i j } \overline { { \mathbf { y } } } _ { i } ^ { T } = \sum _ { i = 1 } ^ { M } \mathbf { F } _ { i } \overline { { \mathbf { y } } } _ { i } ^ { T } \qquad \qquad ( 6 8 ) \]
\[ \mathbf { C } _ { \mathbf { x } } = \sum _ { i = 1 } ^ { M } \sum _ { j = 1 } ^ { H _ { i } } \mathbf { F } _ { i j } \left( \hat { \zeta } _ { i j } - L _ { i j } \mathbf { J } \overline { { \mathbf { y } } } _ { i } \right) ^ { T } \mathbf { L } _ { \mathbf { x } , i } ^ { - 1 } \qquad \qquad ( 6 9 ) \]
\[ \mathbf { R } _ { \mathbf { y } } = \left[ \begin{array} { c c c } { { \mathbf { R } _ { \mathbf { y } } } } & { { \mathbf { R } _ { \mathbf { y } \mathbf { x } } } } & { { \mathbf { R } _ { \mathbf { y } 1 } } } \\ { { \mathbf { R } _ { \mathbf { x } \mathbf { y } } } } & { { \mathbf { R } _ { \mathbf { x } } } } & { { \mathbf { R } _ { \mathbf { x } 1 } } } \\ { { \mathbf { R } _ { \mathbf { y } 1 } ^ { T } } } & { { \mathbf { R } _ { \mathbf { x } 1 } ^ { T } } } & { { N } } \end{array} \right] \qquad \qquad ( 7 0 ) \]
Now |
11757132_7.pdf | en | \[ \mathbf { R } _ { \mathbf { y } 1 } = \sum _ { i = 1 } ^ { M } N _ { i } \mathrm { E } _ { \mathbf { Y } } \left[ \mathbf { y } _ { i } \right] = \sum _ { i = 1 } ^ { M } N _ { i } \overline { { \mathbf { y } } } _ { i } \eqno ( 7 1 ) \]
\[ \mathbf { R } _ { \mathbf { x } 1 } = \sum _ { i = 1 } ^ { M } \sum _ { j = 1 } ^ { H _ { i } } L _ { i j } \mathbf { E } _ { \mathbf { Y } , \mathbf { X } } \left[ \mathbf { x } _ { i j } \right] = \sum _ { i = 1 } ^ { M } \sum _ { j = 1 } ^ { H _ { i } } L _ { i j } \mathbf { L } _ { \mathbf { x } _ { i j } } ^ { - 1 } \left( \mathbf { U } ^ { T } \mathbf { W } \mathbf { \overline { { F } } } _ { i j } - L _ { i j } \mathbf { J } \mathbf { \overline { { y } } } _ { i } \right) \eqno ( 7 2 ) \]
\[ \mathbf { R _ { y } } = \sum _ { i = 1 } ^ { M } N _ { i } \mathrm { E } _ { \mathbf { Y } } \left[ \mathbf { y _ { i } } \mathbf { y } _ { i } ^ { T } \right] = \sum _ { i = 1 } ^ { M } N _ { i } \left( \mathbf { L _ { y _ { i } } ^ { - 1 } } + \mathbf { \overline { { y } } _ { i } \overline { { y } } _ { i } ^ { T } } \right) \eqno ( 7 3 ) \]
\[ \begin{array} { l l l } { { \displaystyle { \bf R _ { x y } } = \sum _ { i = 1 } ^ { M } \sum _ { j = 1 } ^ { H _ { i } } L _ { i j } [ { \bf E _ { Y , X } } \left[ { \bf x } _ { i j } { \bf y } _ { i } ^ { T } \right] = \sum _ { i = 1 } ^ { M } \sum _ { j = 1 } ^ { H _ { i } } L _ { i j } [ { \bf E _ { Y } } \left[ { \bf L } _ { { \bf x } _ { i j } } ^ { - 1 } \left( \hat { \zeta } _ { i j } - L _ { i j } { \bf J } _ { { \bf y } _ { i } } \right) { \bf y } _ { i } ^ { T } \right] } } & { { \displaystyle ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ( 7 4 ) } } \\ { { \displaystyle ~ ~ ~ ~ ~ = \sum _ { i = 1 } ^ { M } \sum _ { j = 1 } ^ { H _ { i } } L _ { i j } { \bf L } _ { { \bf x } _ { i j } } ^ { - 1 } \left( { \bf U } ^ { T } { \bf W } { \bf \bar { F } } _ { i j } { \bf \bar { y } } _ { i } ^ { T } - L _ { i j } { \bf J } { \bf E _ { Y } } \left[ { \bf y } _ { i } { \bf y } _ { i } ^ { T } \right] \right) } } & { { \displaystyle ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ( 7 5 ) } } \end{array} \]
\[ \begin{array} { r l r } { \mathbf { R } _ { \mathbf { x } } = \displaystyle \sum _ { i = 1 } ^ { M } \displaystyle \sum _ { j = 1 } ^ { H _ { i } } L _ { i j } \mathbf { E } _ { \mathbf { Y } , \mathbf { X } } \left[ \mathbf { x } _ { i j } \mathbf { x } _ { i j } ^ { T } \right] } & { } & { { } ( 7 6 ) } \\ { \quad } & { = \displaystyle \sum _ { i = 1 } ^ { M } \sum _ { j = 1 } ^ { H _ { i } } L _ { i j } \left( \mathbf { L } _ { \mathbf { x } _ { i j } ^ { - 1 } } ^ { - 1 } + \mathbf { L } _ { \mathbf { x } _ { i j } ^ { - 1 } } ^ { - 1 } \mathbf { E } _ { \mathbf { Y } } \left[ \left( \mathbf { U } ^ { T } \mathbf { W } \mathbf { \overline { { F } } } _ { i j } - L _ { i j } \mathbf { J } \mathbf { y } _ { i } \right) \left( \mathbf { U } ^ { T } \mathbf { W } \mathbf { \overline { { F } } } _ { i j } - L _ { i j } \mathbf { J } \mathbf { y } _ { i } \right) ^ { T } \right] \mathbf { L } _ { \mathbf { x } _ { i j } } ^ { - 1 } \right) } & { } & { { } ( 7 7 ) } \\ { \quad } & { = \displaystyle \sum _ { i = 1 } ^ { M } \displaystyle \sum _ { j = 1 } ^ { H _ { i } } L _ { i j } \left( \mathbf { L } _ { \mathbf { x } _ { i j } ^ { - 1 } } ^ { - 1 } + \mathbf { L } _ { \mathbf { x } _ { i j } ^ { - 1 } } ^ { - 1 } \left( \mathbf { U } ^ { T } \mathbf { W } \mathbf { \overline { { F } } } _ { i j } \mathbf { \overline { { F } } } _ { i j } ^ { T } \mathbf { W } \mathbf { U } \right. \right. } & { } \\ { \quad } & { \quad \left. \left. - L _ { i j } \mathbf { U } ^ { T } \mathbf { W } \mathbf { \overline { { F } } } _ { i j } \mathbf { \overline { { F } } } _ { i j } ^ { T } \mathbf { J } ^ { T } - L _ { i j } \mathbf { J } \mathbf { \overline { { y } } } _ { i } \mathbf { \overline { { F } } } _ { i j } ^ { T } \mathbf { W } \mathbf { U } \right. \right. } & { } \\ { \quad } & { \quad \left. \left. - L _ { i j } ^ { 2 } \mathbf { J } \mathbf { K } \mathbf { \overline { { F } } } _ { i j } \mathbf { \overline { { F } } } _ { i j } ^ { T } \mathbf { J } \right) \mathbf { L } _ { \mathbf { x } _ { i j } } ^ { - 1 } \right) } & { } & { { } ( 7 8 ) } \end{array} \]
# 3.3 M-step MD
We assume a more general prior for the hidden variables:
\[ P \left( \mathbf { y } _ { i } \right) = \mathcal { N } \left( \mathbf { y } _ { i } | \mu _ { \mathbf { y } } , \Lambda _ { \mathbf { y } } ^ { - 1 } \right) \eqno ( 7 9 ) \]
\[ P \left( \mathbf { x } _ { i j } | \mathbf { y } _ { i } \right) = \! \mathcal { N } \left( \mathbf { x } _ { i j } | \mathbf { H } \mathbf { y } _ { i } + \mu _ { \mathbf { x } } , \mathbf { \Lambda } _ { \mathbf { x } } ^ { - 1 } \right) \eqno ( 8 0 ) \]
To minimize the divergence we maximize
\[ \begin{array} { l l } { { \displaystyle Q ( \mu _ { \mathbf { y } } , \mathbf { A } _ { \mathbf { y } } , \mathbf { H } , \mu _ { \mathbf { x } } , \mathbf { A } _ { \mathbf { x } } ) = \sum _ { i = 1 } ^ { M } \mathbf { E } _ { \mathbf { Y } } \left[ \ln \mathcal { N } \left( \mathbf { y } _ { i } | \mu _ { \mathbf { y } } , \mathbf { A } _ { \mathbf { y } } ^ { - 1 } \right) \right] + \sum _ { j = 1 } ^ { H _ { i } } \mathbf { E } _ { \mathbf { Y } , \mathbf { X } } \left[ \ln \mathcal { N } \left( \mathbf { x } _ { i j } | \mathbf { H } \mathbf { y } _ { i } + \mu _ { \mathbf { x } } , \mathbf { A } _ { \mathbf { x } } ^ { - 1 } \right) \right] } } & { { \displaystyle ( 8 1 ) } } \\ { { \displaystyle } } & { { \displaystyle = \frac { M } { 2 } \ln | \mathbf { A } _ { \mathbf { y } } | - \frac { 1 } { 2 } \mathrm { t r } \left( \mathbf { A } _ { \mathbf { y } } \sum _ { i = 1 } ^ { M } \mathbf { E } _ { \mathbf { Y } } \left[ \left( \mathbf { y } _ { i } - \mu _ { \mathbf { y } } \right) \left( \mathbf { y } _ { i } - \mu _ { \mathbf { y } } \right) ^ { T } \right] \right) } } \\ { { \displaystyle } } & { { \displaystyle ~ ~ ~ + \frac { H } { 2 } \ln | \mathbf { A } _ { \mathbf { x } } | - \frac { 1 } { 2 } \mathrm { t r } \left( \mathbf { A } _ { \mathbf { x } } \sum _ { i = 1 } ^ { M } \sum _ { j = 1 } ^ { H _ { i } } \mathbf { E } _ { \mathbf { Y } , \mathbf { X } } \left[ \left( \mathbf { x } _ { i j } - \mathbf { H } \mathbf { y } _ { i } - \mu _ { \mathbf { x } } \right) \left( \mathbf { x } _ { i j } - \mathbf { H } \mathbf { y } _ { i } - \mu _ { \mathbf { x } } \right) ^ { T } \right] \right) } } \\ { { \displaystyle } } & { { \displaystyle + \, \mathrm { c o n s t } } } \end{array} \]
\[ \frac { \partial Q ( \mu _ { \mathbf { y } } , \mathbf { A } _ { \mathbf { y } } , \mathbf { H } , \mu _ { \mathbf { x } } , \mathbf { \Lambda } _ { \mathbf { x } } ) } { \partial \mu _ { \mathbf { y } } } = \frac { 1 } { 2 } \sum _ { i = 1 } ^ { M } \mathbf { \Lambda } _ { \mathbf { y } } \mathbf { E } _ { \mathbf { Y } } \left[ \mathbf { y } _ { i } - \mu _ { \mathbf { y } } \right] = \mathbf { 0 } \quad \implies \qquad \qquad \qquad ( 8 3 ) \]
\[ \mu _ { \mathbf { y } } = { \frac { 1 } { M } } \sum _ { i = 1 } ^ { M } \operatorname { E } _ { \mathbf { Y } } \left[ \mathbf { y } _ { i } \right] \qquad \qquad \qquad \qquad \qquad \qquad ( 8 4 ) \] |
8405636_156.pdf | en | # Labor Dispatch
According to the Interim Provisions on Labor Dispatch (勞務派遣暫行規定) promulgated by the MOHRSS on 24 January 2014, and came into effect on 1 March 2014, employers may only employ dispatched workers in temporary, auxiliary or substitutable positions, and shall strictly control the number of dispatched workers which shall not exceed 10% of the total number of the employees.
# Social Insurance and Housing Fund
According to the Social Security Law of the PRC (中華人民共和國社會保險法), which was promulgated by the SCNPC on 28 October 2010, and came into effect on 1 July 2011 and revised on 29 December 2018, and the Interim Regulation on the Collection and Payment of Social Insurance Premiums (社會保險費徵繳暫行條例), which came into effect on 22 January 1999 and revised on 24 March 2019, the Regulation on Work-Related Injury Insurance (\( \mathbb { T } \)傷保險條例) implemented on 1 January 2004, and amended on 20 December 2010, and the Regulations on Unemployment Insurance (失業保險條例), which was promulgated on 22 January 1999, and the Trial Measures on Employee Maternity Insurance of Enterprises (企業職工生育保險試行辦法) implemented on 1 January 1995, the employer shall contribute to social insurance plans covering basic pensions insurance, basic medical insurance, maternity insurance, work injury insurance and unemployment insurance. Basic pension, medical and unemployment insurance contributions shall be paid by both employers and employees, while work-related injury insurance and maternity insurance contributions shall only be paid by employers, and employers who failed to promptly contribute social security premiums in full amount shall be ordered by the social security premium collection agency to make or supplement contributions within a prescribed time limit, and shall be subject to a late payment fine computed from the due date at the rate of 0.05% per day; where payment is not made within prescribed time limit, the relevant administrative authorities shall impose a fine ranging from 1 to 3 times the outstanding amount.
According to the Regulation on the Administration of Housing Provident Fund (住房公積金管理條例) (the “Regulation on Housing Provident Fund”), which was promulgated by the State Council and became effective on 3 April 1999, and was amended on 24 March 2002, and 24 March 2019, enterprises in the PRC must register with the competent managing center for housing provident funds and upon the examination by such center, these enterprises shall complete procedures for opening an account at the bank for the deposit of employees’ housing provident funds. Enterprises are also required to pay and deposit housing funds on behalf of their employees in full and in a timely manner. Employers that violate Regulation on Housing Provident Fund and fail to process housing provident fund payments or deposit registrations with the housing fund administration center within a designated period are subject to a fine ranging from RMB10,000 to RMB50,000. |
8405636_157.pdf | en | According to the Reform Plan of the State Tax and Local Tax Collection Administration System (國稅地稅徵管體制改革方案), which was promulgated by the General Office of the Communist Party of China and the General Office of the State Council of the PRC on 20 July 2018, from 1 January 2019, all the social insurance premiums, including the premiums of the basic pension insurance, unemployment insurance, maternity insurance, work injury insurance and basic medical insurance, will be collected by the tax authorities. According to the Notice by the General Office of the State Administration of Taxation on Conducing the Relevant Work Concerning the Administration of Collection of Social Insurance Premiums in a Steady, Orderly, and Effective Manner (國家稅務總局辦公廳關於穩妥有序做好社會保險費徵管有關工作的通知), which was promulgated on 13 September 2018, and the Urgent Notice of the General Office of the Ministry of Human Resources and Social Security on Implementing the Spirit of the Executive Meeting of the State Council in Stabilizing the Collection of Social Insurance Premiums (人力資源和社會保障部關於貫徹落實國務院常務會議精神切實做好穩定社保費徵收工作的緊急通知), which was promulgated on 21 September 2018, all the local authorities responsible for the collection of social insurance premiums are strictly forbidden to conduct self-collection of historical unpaid social insurance contributions from enterprises. In addition, the Notice of the State Administration of Taxation on Implementing Measures on Further Support and Serve the Development of Private Economy (國家稅務總局關於實施進一步支援和服務民營經濟發展若干措施的通知), which was promulgated on 16 November 2018, repeats that tax authorities at all levels shall not organize self-collection of arrears of taxpayers including private enterprises in the previous years. |
2593302_45.pdf | en | # CORPORATE GOVERNANCE PRACTICE OF THE COMPANY
The Board believes that effective and reasonable corporate governance practices are essential to the development of the Group and can safeguard and enhance the interests of the shareholders. The Company has adopted the principles as set out in the Corporate Governance Code and Corporate Governance Report (the “CG Code”) contained in Appendix 14 to the Listing Rules. The Company regularly reviews its corporate governance practice to ensure the compliance with the CG Code.
The Board is of the view that the Company has complied with the code provisions set out in the CG Code during the year ended 31 December 2017 (the “Reporting Period”). The major corporate governance principles and practices of the Company are summarised as below.
# BOARD
The Board of the Company is responsible to all shareholders for leading and overseeing the operations of the Group so as to ensure the achievement of the objective of value adding to shareholders. The Board is responsible for the overall development of the Group, approving and monitoring the overall development strategies of the Group, assessing, monitoring and controlling the operation and financial performance, ensuring the directors of the Company perform their duties properly and act in the best interests of the Group and hold discussions on various important and proper businesses of the Company in a timely manner. All directors are entitled to include any matter that needs to be submitted to the Board for discussion in the agenda of the Board meeting. The management shall provide members of the Board and specialised committees under the Board with appropriate and sufficient information in a timely manner so as to update them with the latest developments of the Company to facilitate discharge of their duties and make informed assessment and decision.
The executive directors and the senior management are delegated the authority and responsibilities by the Board for the day-to-day management and operation of the Group. The delegated functions and work tasks are periodically reviewed by the Board. Approval has to be obtained from the Board prior to any significant transactions entered into by the abovementioned officers. The Board fully supports the senior management to discharge their responsibilities.
The Board as a whole is responsible for performing the corporate governance functions set out in the Code Provision D.3.1 of the CG Code. The Board has reviewed and monitored the Company’s corporate governance policies and practices, the training and continuous professional development of directors and senior management, the Company’s policies and practices on compliance with legal and regulatory requirements, the compliance of the Model Code and the Employees Written Guidelines, and the Company’s compliance with the CG Code and disclosures in this Corporate Governance Report. |
2593302_46.pdf | en | # BOARD COMPOSITION
The current board composition of the Company are as follows:
# Executive Directors:
Mr. Wu Tak Lam (Chairman of the Board, Chairman of the Nomination Committee and Chairman of the Finance and Investment Committee)
Ms. Chiu Man (Chief Executive Officer and member of the Finance and Investment Committee)
Mr. Jia Ruobing
Mr. Gou Xinfeng
# Independent Non-executive Directors:
Mr. Liu Jie (Chairman of the Audit Committee, member of each of the Nomination Committee, the Remuneration Committee and the Finance and Investment Committee)
Mr. Song Tao (Chairman of the Remuneration Committee, member of each of the Audit Committee and the Nomination Committee)
Dr. Liu Xiaofeng (Member of each of the Audit Committee, the Nomination Committee and the Remuneration Committee)
The biographical details of the current directors and the relationship among them, if any, are set out on pages 25 to 29 of this annual report.
The appointment of independent non-executive directors strictly adheres to the guidelines for assessing independence set out in Rule 3.13 of the Listing Rules. The Company has received an annual confirmation letter of independence from each of the independent non-executive directors and considers them to be independent of the management and free of any relationship that could materially interfere with the exercise of their independent judgment. The Board considers that each of the independent non-executive directors brings his own relevant expertise to the Board and brings a wide range of business and financial expertise, experiences and independent judgement to the Board, and are also invited to join the Board committees of the Company. Through active participation in Board meetings and taking the lead in managing issues involving potential conflict of interests, all independent non-executive directors have made various contributions to the effective direction of the Company and provided adequate checks and balances to safeguard the interests of both the Group and the shareholders. |
9272778_13.pdf | en | <table><tr><td colspan="2">Item</td><td>31 March 2021</td><td>31 December 2020</td></tr><tr><td colspan="2">Owners’ equity (or shareholders’
equity):</td><td></td><td></td></tr><tr><td colspan="2">Paid-in cailpta (or share caiptal)</td><td>548,540,432.00</td><td>548,540,432.00</td></tr><tr><td colspan="2">Cailpta reserve</td><td>1,961,847,553.30</td><td>1,961,847,553.30</td></tr><tr><td colspan="2">Surlpus reserve</td><td>51,365,509.04</td><td>51,365,509.04</td></tr><tr><td colspan="2">Undistributed profit</td><td>-1,375,290,421.40</td><td>-1,362,217,861.88</td></tr><tr><td colspan="2">Total owners’ equity (or
shareholders’ equity)</td><td>1,186,463,072.94</td><td>1,199,535,632.46</td></tr><tr><td colspan="2">Total liabilities and owners’ equity
(or shareholders’ equity)</td><td>2,932,369,922.97</td><td>2,774,964,317.00</td></tr></table>
<table><tr><td>Person-in-charge of the
Company:</td><td>Person-in-charge of
accounting:</td><td>Person-in-charge of
accounting institution:</td></tr><tr><td>Zhang Chong</td><td>Ma Yan</td><td>Chen Jing</td></tr></table> |
9272778_14.pdf | en | # Consolidated Income Statement
# January–March 2021
Prepared by: Luoyang Glass Company Limited\*
Unit: yuan Currency: RMB Type of audit: unaudited
<table><tr><td>Item</td><td>First quarter of 2021</td><td>First quarter of 2020</td></tr><tr><td>I. Total operating revenue</td><td>794337982.90,,</td><td>403,689,173.77</td></tr><tr><td>Including: Operating revenue</td><td>794337982.90,,</td><td>403,689,173.77</td></tr><tr><td>II. Total operating costs</td><td>609227817.96,,</td><td>386,956,237.69</td></tr><tr><td>Including: Operating costs</td><td>459395380.14,,</td><td>294,868,490.39</td></tr><tr><td>Taxes and surcharges</td><td>11264693.39,,</td><td>6,016,610.28</td></tr><tr><td>Selling expenses</td><td>20596189.80,,</td><td>14,916,634.56</td></tr><tr><td>Administrative expenses</td><td>36585066.15,,</td><td>27,320,974.10</td></tr><tr><td>R&D expenses</td><td>54911438.15,,</td><td>15,134,144.68</td></tr><tr><td>Finance expenses</td><td>26475050.33,,</td><td>28,699,383.68</td></tr><tr><td>Including: Interest expenses</td><td>27147204.13,,</td><td>26,203,153.54</td></tr><tr><td>Interest income</td><td>713052.48,</td><td>605,212.06</td></tr><tr><td>Add: Other income</td><td>6862954.49,,</td><td>3,097,753.62</td></tr><tr><td>Investment income (losses
are represented by “-”)</td><td>-5605564.38,,</td><td>-716,518.73</td></tr><tr><td>Impairment losses on credit
(losses are represented by
“-”)</td><td>1909067.89,,</td><td>182,448.13</td></tr><tr><td>Impairment losses on assets
(losses are represented by
“-”)</td><td></td><td>127,887.48</td></tr><tr><td>Gains on disposal of assets
(losses are represented by
“-”)</td><td>38275.82,</td><td>12,438.78</td></tr><tr><td>III. Op erating profit (loss is represented
by “-”)</td><td>188314898.76,,</td><td>19,436,945.36</td></tr><tr><td>Add: Non-operating income</td><td>500.00</td><td></td></tr><tr><td>Less: Non-operating expense</td><td>186103.48,</td><td>5,000.00</td></tr><tr><td>IV. To tal profit (total loss is represented
by “-”)</td><td>188129295.28,,</td><td>19,431,945.36</td></tr><tr><td>Less: Income tax expenses</td><td>31576425.79,,</td><td>6,492,071.94</td></tr></table> |
2894605_143.pdf | en | # 9.4.5Attendance of directors at relevant meetings
The following table sets forth the records of attendance of each director at the meetings convened by the Board of Directors and by special committees under the Board of Directors and at the shareholders’ general meetings held in 2016.
<table><tr><td></td><td colspan="7">Special committees under the Board of Directors</td><td></td></tr><tr><td>Directors</td><td>Board of
Di(1)rectors</td><td>Strategy
Committee</td><td>Nomination
Committee</td><td>Remuneration
and Appraisal
Committee</td><td>Risk and
Capital
Management
Committee</td><td>Audit
Committee</td><td>Related Party
Transaction
Control
Committee</td><td>Shareholders’
General
Meeting</td></tr><tr><td></td><td colspan="8">Actual times of attend2ance/Requi)red ti(mes of attendance</td></tr><tr><td>Non-executive directors</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Li Jianhong</td><td>12/12</td><td>4/4</td><td>2/2</td><td>/</td><td>/</td><td>/</td><td>/</td><td>2/2</td></tr><tr><td>Ma Zehua (resigned)</td><td>6/6</td><td>3/3</td><td>/</td><td>/</td><td>/</td><td>/</td><td>/</td><td>0/1</td></tr><tr><td>Li Xiaopeng</td><td>11/12</td><td>4/4</td><td>/</td><td>/</td><td>/</td><td>/</td><td>/</td><td>1/2</td></tr><tr><td>Li Yinquan (resigned)</td><td>6/6</td><td>/</td><td>/</td><td>/</td><td>/</td><td>/</td><td>/</td><td>0/1</td></tr><tr><td>Sun Yueying</td><td>12/12</td><td>/</td><td>/</td><td>1/1</td><td>9/9</td><td>5/5</td><td>/</td><td>2/2</td></tr><tr><td>Fu Gangfeng</td><td>11/12</td><td>/</td><td>/</td><td>/</td><td>/</td><td>8/8</td><td>2/2</td><td>2/2</td></tr><tr><td>Hong Xiaoyuan</td><td>12/12</td><td>/</td><td>/</td><td>1/1</td><td>9/9</td><td>/</td><td>/</td><td>2/2</td></tr><tr><td>Su Min</td><td>12/12</td><td>3/3</td><td>/</td><td>/</td><td>9/9</td><td>/</td><td>3/3</td><td>2/2</td></tr><tr><td>Zhang Jian</td><td>2/2</td><td>/</td><td>/</td><td>/</td><td>1/1</td><td>/</td><td>/</td><td>/</td></tr><tr><td>Wang Daxiong</td><td>2/2</td><td>/</td><td>/</td><td>/</td><td>/</td><td>1/1</td><td>/</td><td>/</td></tr><tr><td>Executive directors</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Tian Huiyu</td><td>11/12</td><td>4/4</td><td>2/2</td><td>/</td><td>/</td><td>/</td><td>/</td><td>2/2</td></tr><tr><td>Li Hao</td><td>12/12</td><td>/</td><td>/</td><td>/</td><td>9/9</td><td>/</td><td>5/5</td><td>1/2</td></tr><tr><td>Independent
non-executive directors</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Leung Kam Chung, Antony</td><td>10/12</td><td>/</td><td>2/2</td><td>1/1</td><td>9/9</td><td>/</td><td>/</td><td>2/2</td></tr><tr><td>Wong Kwai Lam</td><td>12/12</td><td>/</td><td>/</td><td>1/1</td><td>/</td><td>8/8</td><td>/</td><td>1/2</td></tr><tr><td>Pan Chengwei</td><td>12/12</td><td>/</td><td>2/2</td><td>/</td><td>/</td><td>8/8</td><td>5/5</td><td>2/2</td></tr><tr><td>Pan Yingli</td><td>12/12</td><td>/</td><td>2/2</td><td>1/1</td><td>/</td><td>/</td><td>/</td><td>2/2</td></tr><tr><td>Guo Xuemeng (resigned)</td><td>12/12</td><td>/</td><td>/</td><td>/</td><td>/</td><td>8/8</td><td>5/5</td><td>2/2</td></tr><tr><td>Zhao Jun</td><td>11/12</td><td>/</td><td>/</td><td>/</td><td>5/5</td><td>/</td><td>5/5</td><td>2/2</td></tr></table>
Notes: 1. During the reporting period, the Board of Directors held a total of 12 meetings, of which three were on-site and telephone meetings and nine were meetings convened and voted by correspondence.
2. Actual number of attendance does not include attendance by proxy. The above directors who did not attend the meetings in person had appointed other directors to attend such meetings on their behalf. |
2894605_144.pdf | en | # 9.4.6Securities transactions of directors, supervisors and relevant employees
The Company has adopted the Model Code set out in Appendix 10 to the Hong Kong Listing Rules as the code of conduct for directors and supervisors of the Company in respect of their dealings in the Company’s securities. Having made enquiry of all the directors and supervisors, the Company confirmed that they had complied with the aforesaid Model Code throughout the year ended 31 December 2016.
The Company has also established guidelines for relevant employees in respect of their dealings in securities of the Company, which are no less exacting than the Model Code. The Company is not aware of any violation against the mentioned guidelines by relevant employees.
# 9.4.7Performance of duties by independent non-executive directors
The Board of Directors of the Company currently has six independent non-executive directors, which meets the requirement that at least one third of the total directors of the Company shall be independent directors. The qualification, number and proportion of independent non-executive directors are in compliance with relevant requirements of the CBRC, the CSRC, Shanghai Stock Exchange and the Hong Kong Listing Rules. All six independent non-executive directors of the Company are not involved in the circumstances set out in Rule 3.13 of Hong Kong Listing Rules which would cause doubt on their independence. The Company has received from the independent non-executive directors their respective annual confirmation of independence which was made in accordance with Rule 3.13 of Hong Kong Listing Rules. Therefore, the Company is of the opinion that all independent non-executive directors have complied with the requirement of independence set out in Hong Kong Listing Rules. The majority of the members of the Nomination Committee, the Remuneration and Appraisal Committee, the Audit Committee and the Related Party Transaction Control Committee under the Board of Directors of the Company are Independent Non-executive directors, and all of such committees are chaired by an independent non-executive director. During the reporting period, the six independent non-executive directors maintained communication with the Company through personal attendance at the meetings, on-site visits, research and investigations and conferences. They effectively performed their roles as independent non-executive directors by diligently attending meetings held by the Board of Directors and the special committees, actively expressing their opinions and suggestions and attending to the interests and requests of small and medium shareholders. For details of the attendance of independent non-executive directors at the meetings convened by the Board of Directors and the special committees, please refer to “9.4.5 Attendance of directors at relevant meetings” in this report.
During the reporting period, the independent non-executive directors expressed their independent opinions on material issues including change of directors, remuneration of the senior management, engagement of accounting firm, profit appropriation, related party transactions and external guarantees of the Company. They made no objection to the resolutions of the Board of Directors and others.
According to the “Rules Governing Independent Directors’ Work on Annual Reports” of the Company, the independent non-executive directors of the Company performed the following duties in preparing and reviewing this report:
1. The independent non-executive directors listened to reports on the performance of the Company in 2016 made by the management and Chief Financial Officer. The independent non-executive directors believed that the reports made by the management of the Company had fully and objectively reflected the operations of the Company in 2016 as well as the progress of significant matters. They recognised and were satisfied with the work performed by the management team and the results achieved in 2016. |
8405455_282.pdf | en | The aging analysis of our trade receivables, net of allowance for doubtful debts, as at the dates indicated is as follows:
<table><tr><td rowspan="3"></td><td colspan="3">As of 31 December</td><td> As of 30 June</td></tr><tr><td>2009</td><td>2010</td><td>2011</td><td>2012</td></tr><tr><td>RMB’000</td><td> RMB’000</td><td> RMB’000</td><td> RMB’000</td></tr><tr><td>0 to 30 days</td><td>7,819</td><td>3,862</td><td>2,987</td><td>4,536</td></tr><tr><td>31 to 60 days</td><td> —</td><td> —</td><td>818</td><td> —</td></tr><tr><td>61 to 180 days</td><td> —</td><td> —</td><td>740</td><td>651</td></tr><tr><td>180 to 365 days</td><td> —</td><td>380</td><td>453</td><td> —</td></tr><tr><td>Over one year</td><td> —</td><td>93</td><td>93</td><td>277</td></tr><tr><td></td><td>7,819</td><td>4,335</td><td>5,091</td><td>5,464</td></tr></table>
Our average trade receivables turnover days were four days, five days, three days and one day for the years ended 31 December 2009, 2010 and 2011 and the six months ended 30 June 2012, respectively, which were within the credit period granted by us. The average trade receivables turnover days are calculated by dividing the average of opening and ending balance of trade receivables for the year/period by the corresponding revenue in the year/period and then multiplying by the number of days in that year/period. The increase in our average trade receivables turnover days from four days for the year ended 31 December 2009 to five days for the year ended 31 December 2010 was primarily due to a decrease in revenue from RMB493.8 million in 2009 to RMB483.5 million in 2010. The decrease in our average trade receivables turnover days from five days for the year ended 31 December 2010 to three days for the year ended 31 December 2011 was primarily due to an increase in revenue from RMB483.5 million in 2010 to RMB524.5 million in 2011. The decrease in our average trade receivables turnover days from three days for the year ended 31 December 2011 to one day for the six months ended 30 June 2012 was primarily due to an increase in revenue from RMB524.5 million in 2011 to RMB662.4 million in the six months ended 30 June 2012.
In assessing the recoverability of trade receivable from property tenants for property leasing and operational management business, we consider any change in the credit quality of the property tenants. We recognize allowance for doubtful receivables based on estimated irrecoverable amounts determined by reference to past default experience of the property tenants and their current financial position.
Our impairment losses recognized on trade receivable of RMB1.1 million as of 31 December 2010 and 2011 and the six months ended 30 June 2012, were related to irrecoverable amounts relating to our property leasing and operational management business.
As of 31 October 2012, RMB4.5 million, or 82.3%, of our trade receivables as of 30 June 2012 had been settled. |
8405455_283.pdf | en | # Prepayment for leasehold land held for development for sale
Our prepayment for leasehold land use right was RMB80.4 million as of 31 December 2009, which was made to secure the land for our Nanjing Jade Garden project. We did not have prepayment for leasehold land held for development for sale as of 31 December 2010 and 2011. Our prepayment for leasehold land held for development for sale was RMB60.0 million, which was made to secure a parcel of land in Zhuzhou.
# Trade and other payables
The following table sets forth a breakdown of our trade and other payables as of the dates indicated below:
<table><tr><td rowspan="3"></td><td colspan="3">As of 31 December</td><td> As of 30 June</td></tr><tr><td>2009</td><td>2010</td><td>2011</td><td>2012</td></tr><tr><td>RMB’000</td><td> RMB’000</td><td> RMB’000</td><td> RMB’000</td></tr><tr><td>Trade payables</td><td>122,836</td><td>113,799</td><td>138,216</td><td>199,381</td></tr><tr><td>Deposits</td><td>7,597</td><td>11,007</td><td>20,568</td><td>15,729</td></tr><tr><td>Other taxes payable</td><td>4,272</td><td>2,463</td><td>4,832</td><td>2,053</td></tr><tr><td>Other payables and accrued
expenses</td><td>15,275</td><td>14,070</td><td>13,750</td><td>11,268</td></tr><tr><td></td><td>149,980</td><td>141,339</td><td>177,366</td><td>228,431</td></tr></table>
Our trade and other payable decreased from RMB150.0 million as of 31 December 2009 to RMB141.3 million as of 31 December 2010. The decrease was primarily due to a decrease in trade payables, partially offset by an increase in deposits received. Our trade and other payables increased from RMB141.3 million as of 31 December 2010 to RMB177.4 million as of 31 December 2011. The increase was primarily due to an increase in trade payables and deposits received. Our trade and other payables increased from RMB177.4 million as of 31 December 2011 to RMB228.4 million as of 30 June 2012, primarily due to an increase in trade payables, which was in line with the continued growth of our property development business. Among our trade payables of RMB199.4 million as of 30 June 2012, trade payable of RMB35.7 million to Nanjing Metro as a part of the total consideration will be settled through the delivery to Nanjing Metro of a portion of our completed property units at Golden Wheel New Metro, according to our agreed settlement terms in relation to the payment of consideration for the land for Golden Wheel New Metro that we acquired from Nanjing Metro. Our Directors believe that Nanjing Metro has accepted such arrangement for the potential benefit of property appreciation taking into account the land cost and economic growth trend in Nanjing. |
2557313_243.pdf | en | # 25 BORROWINGS
<table><tr><td></td><td colspan="2">As at 31 December</td></tr><tr><td></td><td>2016</td><td>2015</td></tr><tr><td></td><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Non-current</td><td></td><td></td></tr><tr><td>Long-term bank borrowings</td><td></td><td></td></tr><tr><td>– guaranteed (a)</td><td>700</td><td>1,430</td></tr><tr><td>– secured (b)</td><td>6,505</td><td>77,204</td></tr><tr><td>– unsecured</td><td>830,488</td><td>11,542</td></tr><tr><td>Debentures (c)</td><td>1,998,591</td><td>–</td></tr><tr><td>Other borrowings</td><td>–</td><td>3,233</td></tr><tr><td></td><td>2,836,284</td><td>93,409</td></tr><tr><td>Current</td><td></td><td></td></tr><tr><td>Short-term bank borrowings</td><td></td><td></td></tr><tr><td>– guaranteed (a)</td><td>182,550</td><td>249,390</td></tr><tr><td>– secured (b)</td><td>513,356</td><td>1,253,740</td></tr><tr><td>– unsecured</td><td>8,914,583</td><td>8,885,127</td></tr><tr><td>Other borrowings</td><td>17,310</td><td>1,000</td></tr><tr><td></td><td>9,627,799</td><td>10,389,257</td></tr><tr><td>Current portion of long-term bank borrowings</td><td></td><td></td></tr><tr><td>– guaranteed (a)</td><td>730</td><td>730</td></tr><tr><td>– secured (b)</td><td>9,000</td><td>9,000</td></tr><tr><td>Other borrowings</td><td>3,233</td><td>–</td></tr><tr><td></td><td>9,640,762</td><td>10,398,987</td></tr><tr><td>Total borrowings</td><td>12,477,046</td><td>10,492,396</td></tr></table>
(a) As at 31 December 2016, the bank borrowings as guaranteed by the non-controlling interests of the Group’s subsidiaries amounted to approximately RMB57,550,000 (2015: RMB139,000,000).
As at 31 December 2016, the bank borrowings as jointly guaranteed by the Group’s subsidiary and one of the Group’s non-controlling interests amounted to approximately RMB125,000,000. (2015: RMB110,390,000).
As at 31 December 2016, the bank borrowings as guaranteed by a related party amounted to approximately RMB1,430,000 (2015: RMB2,160,000) (Note 44 (d)). |
2557313_244.pdf | en | # 25 BORROWINGS (continued)
# (b) Analysis of the secured borrowings are as follows:
<table><tr><td rowspan="3"></td><td colspan="2">As at 31 December</td></tr><tr><td>2016</td><td>2015</td></tr><tr><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Secured by:</td><td></td><td></td></tr><tr><td>– PP&E and land use rights (Notes 7, 9)</td><td>343,905</td><td>451,554</td></tr><tr><td>– Trade receivables (Note 18)</td><td>184,956</td><td>868,490</td></tr><tr><td>– Bank deposits (Note19)</td><td>–</td><td>19,900</td></tr><tr><td></td><td>528,861</td><td>1,339,944</td></tr></table>
# (c) Debentures
On 28 January 2016, the Company received RMB1,980,000,000 from the issuance of 3-year-maturity-debentures, with an aggregate amount of RMB2,000,000,000 at a rate of 2.98% per annum.
# (d) The carrying amounts of the Group’s borrowings are denominated in the following currencies:
<table><tr><td rowspan="3"></td><td colspan="2">As at 31 December</td></tr><tr><td>2016</td><td>2015</td></tr><tr><td>RMB’000</td><td>RMB’000</td></tr><tr><td>RMB</td><td>12,273,100</td><td>10,492,396</td></tr><tr><td>NZD</td><td>203,946</td><td>–</td></tr><tr><td></td><td>12,477,046</td><td>10,492,396</td></tr></table>
# (e) The weighted average effective interest rates of borrowings are set out as follows:
<table><tr><td rowspan="3"></td><td colspan="2">As at 31 December</td></tr><tr><td>2016</td><td>2015</td></tr><tr><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Borrowings</td><td></td><td></td></tr><tr><td>– RMB</td><td>3.77%</td><td>4.52%</td></tr><tr><td>– NZD</td><td>2.92%</td><td>–</td></tr></table>
Interest rates of borrowings denominated in RMB are reset periodically according to the benchmark rates announced by the People’s Bank of China. |
9226851_161.pdf | en | # Quality control on raw materials
Our quality control team inspects our incoming raw materials at our warehouse. For hot rolled steel coils, we inspect the raw materials by checking the quality certificate provided by the suppliers which sets out the respective specifications of the hot rolled steel coils. Other raw materials are inspected by our quality control personnel on a sampling basis to ensure their quality meets their respective specifications and parameters. Laboratory tests are being carried out by our quality assurance staff to assess zinc and other raw materials.
# Quality control throughout the production process
Our production process control consists of a multi-point checking system from the beginning to the end of our production process. Our quality control team conducts random check on the major steps of our production process. At the end of the production process, we conduct physical check on our Cold Rolled Steel Products on a sampling basis to verify that their mechanical and dimensional properties meet our customers’ requirements.
# Selection of subcontractors and quality control on products processed by subcontractors
Our procurement team selects our subcontractors by carrying out evaluation and assessment and we maintain a list of approved subcontractors. Our quality control team inspects and keeps track with our products before sending to our subcontractors for their further process.
During the Track Record Period and up to the Latest Practicable Date, we did not receive any material claims or complaints by our customers in respect of the quality of our products and there was no incident of failure of our quality control systems which had a material and adverse impact on our business operations.
# PRODUCT DEVELOPMENT
Our product development activities are carried out by six members from our technical department as at the Latest Practicable Date, and is led by Mr. Guo Zhongyi, who has over 22 years of experience in the manufacturing industry in the PRC. For further information about the qualification and experience of Mr. Guo, please refer to the section headed “Directors And Senior Management — Senior management” in the prospectus. |
9226851_162.pdf | en | We had two invention patents and 16 utility model patents in the PRC as at the Latest Practicable Date. The following table sets out further information of our two invention patents and three material utility model patents:
<table><tr><td>Material patents we owned</td><td>How the processing techniques of the patents
improve our production process</td></tr><tr><td>Invention patents</td><td></td></tr><tr><td>Zinc pot and its machining
process (鋅鍋及其加工工藝)</td><td>A process that solves the technical problem of the
dross stain on the steel coil due to oxidization
of the traditional zinc pot surface, which
enhances the surface quality of the steel
product</td></tr><tr><td>A kind of continuous
galvanizing, polishing and
embossing process (一種連
續鍍鋅平整壓花工藝)</td><td>A process that prevents the occurance of the id
yellfpatorm (屈服平台), improves the flatness and
rouhbgness of the oard surface and controls the
depth of the pattern, which reduces the
thickness and increases the length of the steel
product</td></tr><tr><td>Utility model patents</td><td></td></tr><tr><td>A kind of reciprocating
liquid zinc pumipng and
deslaid往ggng evice (一種
復式抽鋅液除渣裝置)</td><td>A reciprocating pump that eliminates the scum
defects of unpainted galvanized steel products
causedb y dross and zinc dust in the zinc pot,
which enhances the surface quality of the
unpainted galvanized steel product</td></tr><tr><td>The zinc dust treatment
deviceb ased on the
humidification treatment
in the nose of the
galvanization furnace (基於
加濕處理的鍍鋅爐爐鼻內鋅
灰處理裝置)</td><td>A device that imhproves the atmospere in the
nose of the galvanization furnace and cleans the
zinc dust content inside the galvanization
furnace, such that the overall processing
accuracy of the galvanization furnace and the
quality of the lpating of the metal sheet canb e
improved</td></tr><tr><td>Hihg pressure cleaning
device for polishing
machine (平整機用高壓清潔
裝置)</td><td>A cleaning device that removes the residual oily
substances and impurities of the polishing
rollers from the surface of the unpainted
galvanized steel products, and eliminates the
surface defects causedb y the crumbs of zinc on
the polishing rollers during the polishing
process, which enhances the surface quality of
the unpainted galvanized steel product</td></tr></table> |
End of preview. Expand
in Data Studio
OCRFlux-bench-single
OCRFlux-bench-single is a benchmark of 2000 PDF pages and their ground-truth Markdowns sampled from our private document datasets, which are labeled manually with multi-round checking.
This dataset can be used to measure the performance of OCR systems in single-page parsing.
Quick links:
Data Mix
Table 1: Pages breakdown by language
| Language | Pages |
|---|---|
| English | 1000 |
| Chinese | 1000 |
| Total | 2000 |
Data Format
Each row in the dataset corresponds to a single page and its ground-truth Markdown.
Since in our private dataset, all titles and headings of documents are annotated without their heading levels. So in the Markdown, all titles and headings are labeled with H1 level with '# '.
To better represent tables with rowspan or colspan cells, we use HTML format to represent tables instead of the raw Markdown table format in the Markdown strings. Notice that we do not distinguish cells in the table header and table body, which means there are no other tags except <tr> and <td> in the HTML table.
Features:
{
'pdf_name': string, # Name of the PDF document
'language': string, # Language of the PDF document, zh or en
'markdown': string, # Ground-truth Markdown
}
License
This dataset is licensed under Apache-2.0.
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