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9270294_149.pdf | en | <table><tr><td>（二）所有者投入和减少资
本</td><td>3,213,639.00</td><td></td><td></td><td>145,796,621.76</td><td>143,181,094.97</td><td></td><td></td><td></td><td></td><td></td><td></td><td>292,191,355.73</td></tr><tr><td>1．所有者投入的普通股</td><td>3,213,639.00</td><td></td><td></td><td></td><td>122,901,171.44</td><td></td><td></td><td></td><td></td><td></td><td></td><td>126,114,810.44</td></tr><tr><td>2．其他权益工具持有者投
入资本</td><td></td><td></td><td></td><td>145,796,621.76</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>145,796,621.76</td></tr><tr><td>3．股份支付计入所有者权
益的金额</td><td></td><td></td><td></td><td></td><td>20,279,923.53</td><td></td><td></td><td></td><td></td><td></td><td></td><td>20,279,923.53</td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（三）利润分配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>11,678,201.07</td><td>-42,197,428.71</td><td></td><td>-30,519,227.64</td></tr><tr><td>1．提取盈余公积</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>11,678,201.07</td><td>-11,678,201.07</td><td></td><td></td></tr><tr><td>2．对所有者（或股东）的
分配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>-30,519,227.64</td><td></td><td>-30,519,227.64</td></tr><tr><td>3．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（四）所有者权益内部结转</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1．资本公积转增资本（或
股本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．盈余公积转增资本（或
股本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．盈余公积弥补亏损</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．设定受益计划变动额结
转留存收益</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>5．其他综合收益结转留存
收益</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>6．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（五）专项储备</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table> |
9270294_150.pdf | en | <table><tr><td>1．本期提取</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．本期使用</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（六）其他</td><td></td><td></td><td></td><td></td><td>13,348,406.98</td><td></td><td></td><td></td><td></td><td></td><td></td><td>13,348,406.98</td></tr><tr><td>四、本期期末余额</td><td>227,621,934.00</td><td></td><td></td><td>145,796,621.76</td><td>615,843,780.19</td><td></td><td></td><td></td><td>59,279,645.41</td><td>470,758,861.83</td><td></td><td>1,519,300,843.19</td></tr></table>
上期金额
单位：元
<table><tr><td rowspan="3">项目</td><td colspan="12">2020 年年度</td></tr><tr><td rowspan="2">股本</td><td colspan="3">其他权益工具</td><td rowspan="2">资本公积</td><td rowspan="2">减：库存
股</td><td rowspan="2">其他综
合收益</td><td rowspan="2">专项储备</td><td rowspan="2">盈余公积</td><td rowspan="2">未分配利润</td><td rowspan="2">其他</td><td rowspan="2">所有者权益合计</td></tr><tr><td>优先
股</td><td>永续
债</td><td>其他</td></tr><tr><td>一、上年期末余额</td><td>218,760,000.00</td><td></td><td></td><td></td><td>206,550,566.75</td><td></td><td></td><td></td><td>31,240,578.21</td><td>262,051,719.52</td><td></td><td>718,602,864.48</td></tr><tr><td> 加：会计政策变更</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>76,259.66</td><td>686,336.95</td><td></td><td>762,596.61</td></tr><tr><td> 前期差错更正</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td> 其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>二、本年期初余额</td><td>218,760,000.00</td><td></td><td></td><td></td><td>206,550,566.75</td><td></td><td></td><td></td><td>31,316,837.87</td><td>262,738,056.47</td><td></td><td>719,365,461.09</td></tr><tr><td>三、本期增减变动金额（减少以
“－”号填列）</td><td>5,648,295.00</td><td></td><td></td><td></td><td>252,763,711.49</td><td></td><td></td><td></td><td>16,284,606.47</td><td>133,436,223.42</td><td></td><td>408,132,836.38</td></tr><tr><td>（一）综合收益总额</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>162,846,064.72</td><td></td><td>162,846,064.72</td></tr><tr><td>（二）所有者投入和减少资本</td><td>5,648,295.00</td><td></td><td></td><td></td><td>252,763,711.49</td><td></td><td></td><td></td><td></td><td></td><td></td><td>258,412,006.49</td></tr><tr><td>1．所有者投入的普通股</td><td>5,648,295.00</td><td></td><td></td><td></td><td>217,049,845.68</td><td></td><td></td><td></td><td></td><td></td><td></td><td>222,698,140.68</td></tr><tr><td>2．其他权益工具持有者投入资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．股份支付计入所有者权益的金
额</td><td></td><td></td><td></td><td></td><td>35,713,865.81</td><td></td><td></td><td></td><td></td><td></td><td></td><td>35,713,865.81</td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table> |
20788755_259.pdf | en | # Glossary
<table><tr><td>“2021 AGM”</td><td>the forthcoming annual general meeting of the Company to be held on
Tuesday, 24 August 2021 at 11:30 a.m. at 24/F, Admiralty Centre I, 18 Harcourt
Road, Hong Kong.</td></tr><tr><td>“ARR”</td><td>average room rate.</td></tr><tr><td>“Articles”</td><td>Articles of Association of the Company, as amended from time to time.</td></tr><tr><td>“Associate”</td><td>has the meaning ascribed to it under the Listing Rules.</td></tr><tr><td>“AUD” or“A$”</td><td>Australian Dollars, the lawful currency of Australia.</td></tr><tr><td>“BC Group” or “BCG”</td><td>BC Investment Group Holdings Limited (formerly known as BC Group Holdings
Limited), a company incorporated in the Cayman Islands and which is the
holding company of BC Securities following the reorganisation referred to the
announcement of the Company dated 21 February 2019.</td></tr><tr><td>“BC Securities”</td><td>BC Securities Pty Ltd, BC Finance Services Pty Ltd, BC Investment Group Pty
Ltd, BC Investment Group (HK) Limited, BC Securities (HK) Limited and their
respective subsidiaries, whose principal business is the provision of regulated
first mortgage finance to international buyers of residential properties.</td></tr><tr><td>“BCG Business”</td><td>international mortgage finance ldpatform uner the brand of BCG.</td></tr><tr><td>“Board”</td><td>the board of Directors.</td></tr><tr><td>“BVI”</td><td>the British Virilgn Isands.</td></tr><tr><td>“CAGR”</td><td>compound annual growth rate.</td></tr><tr><td>“Care Park”</td><td>Care Park Group Pty. Ltd., a company incorporated in Australia with limited
liability, an indirect non wholly-owned Subsidiary.</td></tr><tr><td>“CBD”</td><td>central business district.</td></tr><tr><td>“CG Code”</td><td>Corporate Governance Code contained in Appendix 14 to the Listing Rules.</td></tr><tr><td>“Companies Law”</td><td>Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the
Cayman Islands.</td></tr><tr><td>“Company” or “FEC” or “FECIL”</td><td>Far East Consortium International Limited, a company incorporated in the
Cayman Islands with limited liability, the shares of which are listed on the Main
Board of the Stock Exchange (stock code: 35).</td></tr><tr><td>“Controlling Shareholder”</td><td>has the meaning ascribed to it under the Listing Rules.</td></tr><tr><td>“CTF”</td><td>Chow Tai Fook Group.</td></tr><tr><td>“Czech”</td><td>the Czech Republic.</td></tr><tr><td>“CZK”</td><td>Czech Koruna, the lawful currency of Czech.</td></tr><tr><td>“Director(s)”</td><td>the director(s) of the Company.</td></tr><tr><td>“Dorsett”</td><td>Dorsett HosiiptaltIy nternational Limited (formerly know as Kosmopolito Hotels
International Limited), a company incorporated in the Cayman Islands and a
listed subsidiary of the Company until it was privatized (previous stock code:
2266) and became an indirect wholly-owned Subsidiary in October 2015.</td></tr><tr><td>“Dorsett Group”</td><td>Dorsett and its subsidiaries.</td></tr><tr><td>“Dorsett Share Option Scheme”</td><td>the share option scheme of Dorsett adopted on 10 September 2010.</td></tr></table> |
20788755_260.pdf | en | <table><tr><td>“EBITDA”</td><td>earnings before interest, taxes, depreciation, and amortisation.</td></tr><tr><td>“ESG”</td><td>Environmental, Social and Governance.</td></tr><tr><td>“EUR”</td><td>Euro, the lawful currency of the eurozone.</td></tr><tr><td>“FECIL Share Option Schemes”</td><td>the share option schemes of the Company adopted pursuant to the resolutions
passed by the Shareholders on 28 August 2002 and 31 August 2012.</td></tr><tr><td>“FEV”</td><td>Far East Vault.</td></tr><tr><td>“FY”</td><td>financial year ended/ending 31 March.</td></tr><tr><td>“F&B”</td><td>food and beverage.</td></tr><tr><td>“GBP” or“£”</td><td>pounds sterling, the lawful currency of the United Kindgom.</td></tr><tr><td>“GDV”</td><td>gross development value.</td></tr><tr><td>“GFA”</td><td>gross floor area.</td></tr><tr><td>“Group”</td><td>the Company and its Subsidiaries.</td></tr><tr><td>“HK$”</td><td>Hong Kong Dollars, the lawful currency of Hong Kong.</td></tr><tr><td>“HKICPA”</td><td>the Hong Kong Institute of Certified Public Accountants.</td></tr><tr><td>“HKIRA”</td><td>the Hong Kong Investor Relations Association.</td></tr><tr><td>“Hong Kong” or “HK” or “HKSAR”</td><td>the Hong Kong Special Administrative Reifgon o the PRC.</td></tr><tr><td>“LC”</td><td>local currency.</td></tr><tr><td>“Listing Rules”</td><td>the Rules Governing the Listing of Securities on the Stock Exchange.</td></tr><tr><td>“Mayland”</td><td>Malaysia Land Properties Sdn. Bhd..</td></tr><tr><td>“MCC”</td><td>Manchester City Council.</td></tr><tr><td>“Model Code”</td><td>Model Code for Securities Transactions by Directors of Listed Issuers set out
in Appendix 10 of the Listing Rules.</td></tr><tr><td>“MOU”</td><td>Memorandum of understanding.</td></tr><tr><td>“MYR”</td><td>Malaysian Rinihggt, te lawful currencMy of alaysia.</td></tr><tr><td>“Notes”</td><td>the notes issued under the US$1,000,000,000 medium term note programme
of FEC Finance Limited unconditionally and irrevocably guaranteed by the
Company.</td></tr><tr><td>“OCC”</td><td>overall occupancy rate.</td></tr><tr><td>“Perpetual Capital Notes”</td><td>the senior perpetual cailpta notes issued under the US$1,000,000,000 medium
term note programme of FEC Finance Limited unconditionally and irrevocably
guaranteed by the Company.</td></tr><tr><td>“PRC” or “Mainland China” or
“China”</td><td>other reihPgons in te eolpe’s Rebpulic of China, and for the purpose of this
annual report and unless otherwise stated, references in this annual report to
the PRC, Mainland China or China do not include Taiwan, Hong Kong or Macau
Special Administrative Reion of the PRCg.</td></tr></table> |
9323904_128.pdf | en | <table><tr><td rowspan="3">项目</td><td colspan="12">2021 年度</td></tr><tr><td rowspan="2">股本</td><td colspan="3">其他权益工具</td><td rowspan="2">资本公积</td><td rowspan="2">减：库存股</td><td rowspan="2">其他综合收
益</td><td rowspan="2">专项储
备</td><td rowspan="2">盈余公积</td><td rowspan="2">未分配利润</td><td rowspan="2">其
他</td><td rowspan="2">所有者权益合计</td></tr><tr><td>优先
股</td><td>永续
债</td><td>其
他</td></tr><tr><td> 其他</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>二、本年期初余额</td><td>410,314,245.00</td><td>-</td><td>-</td><td>-</td><td>742,826,485.55</td><td>-</td><td>-</td><td>-</td><td>8,368,315.66</td><td>12,087,132.39</td><td>-</td><td>1,173,596,178.60</td></tr><tr><td>三、本期增减变动金额（减少以“－”号填
列）</td><td>101,960,000.00</td><td>-</td><td>-</td><td>-</td><td>206,896,270.66</td><td>-</td><td>-</td><td>-</td><td>8,470,121.85</td><td>76,231,096.68</td><td>-</td><td>393,557,489.19</td></tr><tr><td>（一）综合收益总额</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>84,701,218.53</td><td>-</td><td>84,701,218.53</td></tr><tr><td>（二）所有者投入和减少资本</td><td>101,960,000.00</td><td>-</td><td>-</td><td>-</td><td>206,896,270.66</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>308,856,270.66</td></tr><tr><td>1．所有者投入的普通股</td><td>101,960,000.00</td><td>-</td><td>-</td><td>-</td><td>206,896,270.66</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>308,856,270.66</td></tr><tr><td>2．其他权益工具持有者投入资本</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>3．股份支付计入所有者权益的金额</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>4．其他</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>（三）利润分配</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>8,470,121.85</td><td>-8,470,121.85</td><td>-</td><td>-</td></tr><tr><td>1．提取盈余公积</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>8,470,121.85</td><td>-8,470,121.85</td><td>-</td><td>-</td></tr><tr><td>2．对所有者（或股东）的分配</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>3．其他</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>（四）所有者权益内部结转</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>1．资本公积转增资本（或股本）</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>2．盈余公积转增资本（或股本）</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>3．盈余公积弥补亏损</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>4．设定受益计划变动额结转留存收益</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>5．其他综合收益结转留存收益</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr></table> |
9323904_129.pdf | en | <table><tr><td rowspan="3">项目</td><td colspan="12">2021 年度</td></tr><tr><td rowspan="2">股本</td><td colspan="3">其他权益工具</td><td rowspan="2">资本公积</td><td rowspan="2">减：库存股</td><td rowspan="2">其他综合收
益</td><td rowspan="2">专项储
备</td><td rowspan="2">盈余公积</td><td rowspan="2">未分配利润</td><td rowspan="2">其
他</td><td rowspan="2">所有者权益合计</td></tr><tr><td>优先
股</td><td>永续
债</td><td>其
他</td></tr><tr><td>6．其他</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>（五）专项储备</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>1．本期提取</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>2．本期使用</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>（六）其他</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>四、本期期末余额</td><td>512,274,245.00</td><td>-</td><td>-</td><td>-</td><td>949,722,756.21</td><td>-</td><td>-</td><td>-</td><td>16,838,437.51</td><td>88,318,229.07</td><td>-</td><td>1,567,153,667.79</td></tr></table>
上期金额
单位：元
<table><tr><td rowspan="3">项目</td><td colspan="12">2020 年年度</td></tr><tr><td rowspan="2">股本</td><td colspan="3">其他权益工具</td><td rowspan="2">资本公积</td><td rowspan="2">减：库存股</td><td rowspan="2">其他综合收
益</td><td rowspan="2">专项储
备</td><td rowspan="2">盈余公积</td><td rowspan="2">未分配利润</td><td rowspan="2">其
他</td><td rowspan="2">所有者权益合计</td></tr><tr><td>优先
股</td><td>永续
债</td><td>其
他</td></tr><tr><td>一、上年期末余额</td><td>410,314,245.00</td><td>-</td><td>-</td><td>-</td><td>742,826,485.55</td><td>-</td><td>-</td><td>-</td><td>7,577,479.32</td><td>4,969,605.35</td><td></td><td>1,165,687,815.22</td></tr><tr><td> 加：会计政策变更</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td> 前期差错更正</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td> 其他</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>二、本年期初余额</td><td>410,314,245.00</td><td>-</td><td>-</td><td>-</td><td>742,826,485.55</td><td>-</td><td>-</td><td>-</td><td>7,577,479.32</td><td>4,969,605.35</td><td>-</td><td>1,165,687,815.22</td></tr><tr><td>三、本期增减变动金额（减少以“－”号填列）</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>790,836.34</td><td>7,117,527.04</td><td>-</td><td>7,908,363.38</td></tr><tr><td>（一）综合收益总额</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>7,908,363.38</td><td>-</td><td>7,908,363.38</td></tr><tr><td>（二）所有者投入和减少资本</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr></table> |
20734150_345.pdf | en | # (q) Quorum for meetings and separate class meetings
No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment of a chairman.
Save as otherwise provided by the Articles the quorum for a general meeting shall be two members present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy and entitled to vote. In respect of a separate class meeting (other than an adjourned meeting) convened to sanction the modification of class rights the necessary quorum shall be two persons holding or representing by proxy not less than one-third in nominal value of the issued shares of that class.
A corporation being a member shall be deemed for the purpose of the Articles to be present in person if represented by its duly authorised representative being the person appointed by resolution of the directors or other governing body of such corporation to act as its representative at the relevant general meeting of our Company or at any relevant general meeting of any class of members of our Company.
# (r) Rights of the minorities in relation to fraud or oppression
There are no provisions in the Articles relating to rights of minority shareholders in relation to fraud or oppression. However, certain remedies are available to shareholders of our Company under Cayman law, as summarised in paragraph 3(f) of this Appendix.
# (s) Procedures on liquidation
A resolution that our Company be wound up by the court or be wound up voluntarily shall be a special resolution.
Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) if our Company shall be wound up and the assets available for distribution amongst the members of our Company shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if our Company shall be wound up and the assets available for distribution amongst the members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.
If our Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Companies Law divide among the members in specie or kind the whole or any part of the assets of our Company whether the assets shall consist of property of one kind or shall consist of properties of |
20734150_346.pdf | en | different kinds and the liquidator may, for such purpose, set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator, with the like authority, shall think fit, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.
# (t) Untraceable members
Pursuant to the Articles, our Company may sell any of the shares of a member who is untraceable if (i) all cheques or warrants in respect of dividends of the shares in question (being not less than three in total number) for any sum payable in cash to the holder of such shares have remained uncashed for a period of 12 years; (ii) upon the expiry of the 12 year period, our Company has not during that time received any indication of the existence of the member; and (iii) our Company has caused an advertisement to be published in accordance with the rules of the Designated Stock Exchange (as defined in the Articles) giving notice of its intention to sell such shares and a period of three (3) months, or such shorter period as may be permitted by the Designated Stock Exchange (as defined in the Articles), has elapsed since the date of such advertisement and the Designated Stock Exchange (as defined in the Articles) has been notified of such intention. The net proceeds of any such sale shall belong to our Company and upon receipt by our Company of such net proceeds, it shall become indebted to the former member of our Company for an amount equal to such net proceeds.
# (u) Subscription rights reserve
The Articles provide that to the extent that it is not prohibited by and is in compliance with the Companies Law, if warrants to subscribe for shares have been issued by our Company and our Company does any act or engages in any transaction which would result in the subscription price of such warrants being reduced below the par value of a share, a subscription rights reserve shall be established and applied in paying up the difference between the subscription price and the par value of a share on any exercise of the warrants.
# 3. CAYMAN ISLANDS COMPANY LAW
Our Company is incorporated in the Cayman Islands subject to the Companies Law and, therefore, operates subject to Cayman law. Set out below is a summary of certain provisions of Cayman company law, although this does not purport to contain all applicable qualifications and exceptions or to be a complete review of all matters of Cayman company law and taxation, which may differ from equivalent provisions inj urisdictions with which interested parties may be more familiar:
# (a) Operations
As an exempted company, our Company’s operations must be conducted mainly outside the Cayman Islands. Our Company is required to file an annual return each year with the Registrar of Companies of the Cayman Islands and pay a fee which is based on the amount of its authorised share capital. |
11746184_3.pdf | en | # 1.2. Statement of the main result. We are now prepared to state our main result.
Theorem 1.1. Let 3 \( < p < \) 5 and \( \begin{array} { r } { \frac { p - 1 } { p + 1 } < s < 1 } \end{array} \). For real-valued \( f = ( f _ { 1 } , f _ { 2 } ) \in H _ { x } ^ { s } ( \mathbb { R } ^ { 3 } ) \ \times \)\( H _ { x } ^ { s - 1 } ( \mathbb { R } ^ { 3 } ) \), let \( f ^ { \omega } = ( f _ { 1 } ^ { \omega } , f _ { 2 } ^ { \omega } ) \) be the randomized initial data defined in (1.1) and let \( u _ { f } ^ { \omega } \) be the free wave evolution (1.1) of \( f ^ { \omega } \). Then for almost every \( \omega \in { \Omega } \), there exists a unique global solution
\[ ( 8 ) \qquad \qquad \qquad \qquad ( u , \partial _ { t } u ) \in ( u _ { f } ^ { \omega } , \partial _ { t } u _ { f } ^ { \omega } ) + C \bigl ( \mathbb { R } ; H _ { x } ^ { 1 } ( \mathbb { R } ^ { 3 } ) \times L _ { x } ^ { 2 } ( \mathbb { R } ^ { 3 } ) \bigr ) \]
to the nonlinear wave equation
\[ \begin{array} { r l } { ( 9 ) \qquad \qquad \qquad \qquad \qquad } & { { } \left\{ - \partial _ { t } ^ { 2 } u + \Delta u = | u | ^ { p - 1 } u ~ o n ~ \mathbb { R } \times \mathbb { R } ^ { 3 } , \right. } \\ { \left. ( u , \partial _ { t } u ) | _ { t = 0 } = ( f _ { 1 } ^ { \omega } , f _ { 2 } ^ { \omega } ) . \right. } \end{array} \]
Here, uniqueness holds in the sense that upon writing
\[ ( u , \partial _ { t } u ) = ( u _ { f } ^ { \omega } , \partial _ { t } u _ { f } ^ { \omega } ) + ( v , \partial _ { t } v ) , \]
there exists a unique global solution
\[ ( v , \partial _ { t } v ) \in C \big ( \mathbb { R } ; H _ { x } ^ { 1 } ( \mathbb { R } ^ { 3 } ) \big ) \cap L _ { t , l o c } ^ { \frac { 2 p } { p - 3 } } L _ { x } ^ { 2 p } \big ( \mathbb { R } \times \mathbb { R } ^ { 3 } \big ) \times C \big ( \mathbb { R } ; L _ { x } ^ { 2 } ( \mathbb { R } ^ { 3 } ) \big ) \]
to the forced nonlinear wave equation
\[ \quad ( 1 0 ) \qquad \qquad \qquad \qquad \left\{ - \partial _ { t } ^ { 2 } v + \Delta v = | u _ { f } ^ { \omega } + v | ^ { p - 1 } ( u _ { f } ^ { \omega } + v ) ~ o n ~ \mathbb { R } \times \mathbb { R } ^ { 3 } , \right. \]
Remark 1.2. In contrast to the mild uniqueness of the authors’ previous work [25, The-orem 1.1], Theorem 1.1 yields the more standard notion of uniqueness for solutions to semilinear wave equations, compare with [25, Remark 4.3]. Moreover, the threshold for the allowable regularity in Theorem 1.1 has been significantly lowered as compared to that in[25, Theorem 1.1]. In particular, we prove the existence of global solutions for initial data at super-critical regularities for all 3 \( < p < \) 5, see Figure 1.1.
While the randomization (1.1) does not regularize at the level of Sobolev spaces, the free evolution of the randomized initial data (1.1) almost surely satisfies better space-time integrability properties. For this reason one can show that the nonlinear component of the solution lies in a better space, in this case \( H _ { x } ^ { 1 } ( \mathbb { R } ^ { 3 } ) \times L _ { x } ^ { 2 } ( \mathbb { R } ^ { 3 } ) \), by constructing local solutions via a fixed point argument centered at the free evolution \( u _ { f } ^ { \omega } \). We will see that to conclude global existence, it suffices to control the growth of the \( H _ { x } ^ { 1 } ( \mathbb { R } ^ { 3 } ) \times L _ { x } ^ { 2 } ( \mathbb { R } ^ { 3 } ) \) norm of the nonlinear component of the solution. The main novelty of this paper is the derivation of probabilistic growth estimates for the modified energy functional
\[ \quad ( 1 1 ) \qquad \qquad E ( v ) = \int _ { \mathbb { R } ^ { 3 } } { \frac { 1 } { 2 } } | \nabla _ { x } v | ^ { 2 } + { \frac { 1 } { 2 } } | \partial _ { t } v | ^ { 2 } + { \frac { 1 } { 2 } } | v | ^ { 2 } + { \frac { 1 } { p + 1 } } | u _ { f } ^ { \omega } + v | ^ { p + 1 } \, d x \]
for 3 \( < p < \) 5, where v is the nonlinear component of the solution to (1). Consequently, we will be able to conclude that almost surely, we have the necessary control to extend the local solutions that we construct to global ones.
We consider this modified energy functional for two reasons. The first is that the appear-ance of the free evolution of the randomized initial data in the potential term creates an |
11746184_4.pdf | en | Figure 1.1. The dashed line is the critical regularity \( \textstyle s _ { c } = { \frac { 3 } { 2 } } - { \frac { 2 } { p - 1 } } \). The solid line is the threshold for the exponent s in Theorem 1.1. The dotted line is the threshold from the authors’ previous result in [25, Theorem 1.1].
important cancellation when computing the time derivative of the energy functional. Sec-ond, we need the appearance of the \( L _ { x } ^ { 2 } \) term in the energy in order to be able to estimate for 0 \( < \sigma < \) 1,
\[ \| | \nabla | ^ { \sigma } v | | _ { L _ { x } ^ { 2 } ( \mathbb { R } ^ { 3 } ) } ^ { 2 } \lesssim \| v \| _ { L _ { x } ^ { 2 } ( \mathbb { R } ^ { 3 } ) } ^ { 2 } + \| \nabla _ { x } v \| _ { L _ { x } ^ { 2 } ( \mathbb { R } ^ { 3 } ) } ^ { 2 } \lesssim E ( v ) . \]
Previously, energy methods for random data problems were used by Nahmod, Pavlovic´and Staffilani [26] in the context of the periodic Navier-Stokes equation in two and three dimensions and by Burq and Tzvetkov for the three-dimensional periodic defocusing cubic nonlinear wave equation [12]. Pocovnicu [29] and Oh and Pocovnicu [27] used probabilistic energy bounds in conjunction with a probabilistic perturbation theory for the energy critical nonlinear wave equation.
Remark 1.3. Our proof of the probabilistic energy estimates is inspired by the quintic case in [27], with some important differences. In [27], Oh and Pocovnicu only consider frequency truncated random initial data and show that almost surely the corresponding solutions satisfy energy bounds uniformly in the truncation parameter, which allows one to construct solutions using probabilistic perturbation theory. Instead, we study the Cauchy problem with super-critical random initial data directly. To do so we make use of the observation that although the term \( \partial _ { t } u _ { f } ^ { \omega } \in H _ { x } ^ { s - 1 } ( \mathbb { R } ^ { 3 } ) \) appears when taking the time derivative of our energy functional, this expression is always paired with a term at regularity \( H _ { x } ^ { 1 - s } ( \mathbb { R } ^ { 3 } ) \). We therefore have no problem achieving the necessary bounds to close our Gronwall argument, see the proof of Proposition 3.2 below for more details. Additionally, the presence of non-algebraic nonlinearities introduces some complications in our estimates. To overcome this difficulty, a more careful analysis using the fractional chain rule and interpolation in Sobolev spaces is necessary.
Remark 1.4. Our proof does not yield any improvement at \( p \) = 3. However, this case can be treated exactly as in the periodic case in [12] using the energy functional |
9266881_244.pdf | en | since the date when the companies first came under the control of our Controlling Shareholders, whichever is the shorter period, in a manner similar to the principles of merger accounting under Hong Kong Accounting Guideline 5 “Merger Accounting for Common Control Combination” issued by the HKICPA.
Inter-company transactions, balances and unrealized gains/losses on transactions between group companies are eliminated on combination.
# CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our consolidated financial information requires us to make significant estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities and their accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these significant assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets and liabilities affected in the future. We have identified below the accounting policies that we believe are the most critical to our consolidated financial information and that involve the most significant estimates.
# Early adoption of IFRS 9
For the purpose of the preparation of our financial information for the years ended December 31, 2016, 2017 and 2018 and the six months ended June 30, 2019, we have adopted IFRS 9 “Financial Instruments” since January 1, 2016. The impacts on the financial information upon the adoption of IFRS 9 are considered material due to classification and measurement as explained in detail below:
Available-for-sale investment under IAS 39 were classified to financial assets at fair value through profit or loss and financial assets designated at fair value through other comprehensive income under IFRS 9. Accordingly, unquoted equity investments stated as cost less impairment loss under IAS 39 are stated with fair value under IFRS 9. The investments were measured at fair value through profit or loss at the end of each reporting period, with a corresponding gain on change in fair value of US\$17,948,000, US\$5,675,000, US\$742,000 and US\$5,988,000, respectively, credited to other income and gains in 2016, 2017, 2018 and the six months ended June 30, 2019, respectively. The equity investments were irrevocably designated at fair value through other comprehensive income at the end of each reporting period as our Group considers these investments to be strategic in nature. The fair value changes in these investments resulted in a loss (net of tax) amounting to US\$6,446,000 in 2016, a gain (net of tax) amounting to US\$4,759,000 and US\$4,287,000 in 2017 and 2018, and nil in the six months ended June 30, 2019, respectively, as recorded in other comprehensive income.
# Early adoption of IFRS 15
For the purpose of preparation of our financial information for the years ended December 31, 2016, 2017 and 2018 and the six months ended June 30, 2019, we have adopted IFRS 15 “Revenue from Contracts with Customers” since January 1, 2016. Except for changes in certain reporting items caused by reclassification, there is no material impact on our financial information due to the adoption of IFRS 15.
# Early adoption of IFRS 16
IFRS 16 supersedes IAS 17 “Leases”, IFRIC 4 “Determining Whether an Arrangement Contains a Lease”, SIC-15 “Operating Leases-Incentives” and SIC-27 “Evaluating the Substance of |
9266881_245.pdf | en | Transactions Involving the Legal Form of a Lease”. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for most leases under a single on-balance sheet model.
Lessor accounting under IFRS 16 is substantially unchanged from IAS 17. Lessors will continue to classify leases as either operating or finance leases using similar principles as in IAS 17. Therefore, IFRS 16 does not have an impact on leases where our Group is the lessor.
We adopted IFRS 16 using the full retrospective method since the beginning of the Track Record Period. We elected to use the transition practical expedient allowing the standard to be applied only to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 at the date of initial application. We also elected to use the recognition exemptions for lease contracts that, at the commencement date, have a lease term of 12 months or less and do not contain a purchase option, and lease contracts for which the underlying asset is of low value. Based on the historical financial information, our management believes that the adoption of IFRS 16 has a significant impact on the absolute amount of the total assets and total liabilities, but does not have a significant impact on our financial position and performance compared to those prepared under IAS 17.
# Revenue recognition
# Revenue from contracts with customers
Revenue from contracts with customers is recognized when control of goods or services is transferred to the customers at an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.
When the consideration in a contract includes a variable amount, the amount of consideration is estimated to which we will be entitled in exchange for transferring the goods or services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
When the contract contains a financing component which provides the customer a significant benefit of financing the transfer of goods or services to the customer for more than one year, revenue is measured at the present value of the amount receivable, discounted using the discount rate that would be reflected in a separate financing transaction between us and the customer at contract inception. When the contract contains a financing component which provides us a significant financial benefit for more than one year, revenue recognized under the contract includes the interest expense accreted on the contract liability under the effective interest method. For a contract where the period between the payment by the customer and the transfer of the promised goods or services is one year or less, the transaction price is not adjusted for the effects of a significant financing component, using the practical expedient in IFRS 15.
Revenue from the sale of products is recognized at the point in time when control of the asset is transferred to the customer, generally on delivery of the products.
Some contracts for the sale of products provide customers with rights of return and sales rebate. We provide extended warranties which are accounted for as service-type warranties. The rights of return, sales rebates give rise to variable consideration. Consideration payable to a customer also |
8360896_51.pdf | en | realized paperless process of electronic bidding, reducing paper documents and supporting green environmental protection. The Bank conscientiously implemented the low toxicity, less pollution, energy conservation and emission reduction strategy. In purchasing office furniture and other supplies across the Bank, it included such indicators as environmental protection and energy conservation in the evaluation system, supporting green industries with actions.
The Bank strengthened development driven by science and technology. The social, digital procurement platform Longjicai integrates enterprise procurement, electronic bidding and e-commerce procurement, and introduces advanced technologies such as AI, big data and cloud computing to effectively control procurement risk. It uses the knowledge graph analysis technique to precisely describe the association of suppliers, and effectively identifies suppliers’ bid rigging with the help of automatic comparison technique. By effectively combining purchase regulations and procedures and technological means, it forms a fair and impartial procurement platform and empowers the society.
During the pandemic, the Bank promoted online procurement and adopted remote negotiation (bidding) and review. In particular, when signing a procurement contract with a small or medium-sized enterprise, the Bank strictly implemented the requirements on payment term, payment conditions, proportion of security deposit, overdue interest, etc. as specified in the Payment Regulations for Small and Medium-sized Enterprises, to truly protect SMEs’ legitimate rights and interests.
# Serial B6: Product responsibility
CCB carries out national policies on protection of intellectual property (IP) rights and pays attention to IP creation, application, protection and management. According to CCB’s rules and regulations on IP management, the Bank applies for IP rights, including patents, trademarks, etc. in time to protect the legitimate rights and interests derived from various innovations of the Bank. It is also committed to fully respecting the IP rights of others and preventing risks of IP infringement. No major IP infringement incident occurred during the year.
The Bank has formulated and issued the Measures for Data Risk Management of China Construction Bank (Version 2020), Management Rules on Security of Production Data Application of China Construction Bank (Version 2020), Management Measures on Personal Customers ’ Information of China Construction Bank (Version 2019), etc. to fully safeguard personal information security of customers.
# Protection of Consumers’ Rights and Interests
# 1. Strengthening top-level design
The Bank fully implemented the requirements of the Measures of the People’s Bank of China for the Protection of Financial Consumer Rights and the Guidelines on Strengthening the Development of Consumer Rights and Interests Protection System and Mechanism in Banking and Insurance Institutions issued by the CBIRC. It formulated the work plan for protection of consumers’ rights and interests. In line with the principles of unified planning and step-by-step implementation, the Bank improved the level of refined and intelligent management of the protection work of consumers’ rights and interests across the board, by strengthening basic management, enhancing compliant management, standardizing consumer protection review, planning publicity and education as a whole, etc. The Bank carried out the digital construction |
8360896_52.pdf | en | project for the protection work of consumers’ rights and interests, further advanced systematic, standard management of consumer protection work, continued to improve the technological support for consumer protection work, and made contributions to practices of New Finance.
# 2. Improving rules and polices
The Bank formulated the Management Measures for Consumer Protection Work of China Construction Bank, and helped realize scientific and standard management of the Group’s consumer protection work. The Bank developed the Management Measures for Consumer Protection Review of China Construction Bank, and established the consumer protection review system, which has further defined the subject, scope, process, etc. of consumer protection review, to ensure the products and services provided to consumers are subject to consumer protection review before appearing on the market, and identify and warn about risks to protect consumers’ eight rights and interests. The Bank strove to do well in prevention, so as to better protect consumers’ legitimate rights and interests from the source.
# 3. Implementing management in key fields
The Bank strictly implemented the regulators’ requirements of recording and filming sale of wealth management products. At the end of November 2017, the Bank already realized integrated management of “recording and filming” systems in 37 branches across the country and embedded “recording and filming” in business transaction processes, to safeguard consumers’ financial transaction security.
The Bank strengthened consumer protection review compliance management. First, the Bank included consumer protection review into the internal control evaluation system, attached equal importance to online and offline channels, and started risk control procedures earlier than before. Second, the Bank stressed review of the Bank’s performance of responsibilities, and enhanced suitability management in the selling process, to provide suitable products and services to suitable customers. The Bank strengthened employee behavior management, requiring employees not to exaggerate return, give false advertising or bundle any product in sales but to fully disclose product and service risks and strictly fulfill sellers’ duties. Third, the Bank strengthened consumer protection supervision and evaluation of intermediaries and third party institutions, included consumer protection requirements into the access and delisting criteria of intermediaries and third party institutions, and specified such requirements in the cooperation agreements, to prevent transmission of external risks to the Bank.
# 4. Deepening special training
The Bank strengthened deep integration of consumer protection concepts and business, organized training of consumer protection specialists, and enhanced the initiative of business departments to support and participate in consumer protection work. It reasonably designed products and services from the perspective of consumer protection, and embedded consumer protection concepts and requirements in the whole business management process from ex ante management to in-process management to ex post management. The Bank further intensified training of the entire staff on consumer protection work. On the basis of continuing to conducting bank-wide training on consumer protection, it urged branches to include consumer protection into new employees’ induction training, business training, etc., in a bid to realize the training objectives of “covering all employees” step by step, and ensure effective transmission of policies and requirements. |
11758618_81.pdf | en | <table><tr><td rowspan="2"></td><td rowspan="2">Notes</td><td>2016</td><td>2015</td></tr><tr><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Revenue</td><td>5</td><td>466,241</td><td>397,064</td></tr><tr><td>Cost of sales</td><td></td><td>(139,549)</td><td>(77,138)</td></tr><tr><td>Gross profit</td><td></td><td>326,692</td><td>319,926</td></tr><tr><td>Other income and gain</td><td>5</td><td>13,407</td><td>15,008</td></tr><tr><td>Selling and distribution expenses</td><td></td><td>(131,905)</td><td>(90,054)</td></tr><tr><td>Administrative expenses</td><td></td><td>(85,385)</td><td>(59,488)</td></tr><tr><td>Other expenses</td><td></td><td>(3,719)</td><td>(1,212)</td></tr><tr><td>Share of profit of a joint venture</td><td></td><td>426</td><td>327</td></tr><tr><td>Profit before tax</td><td></td><td>119,516</td><td>184,507</td></tr><tr><td>Income tax expense</td><td>9</td><td>(28,870)</td><td>(45,557)</td></tr><tr><td>Profit for the year</td><td></td><td>90,646</td><td>138,950</td></tr><tr><td>Other comprehensive income</td><td></td><td></td><td></td></tr><tr><td>Other comprehensive income to be reclassified to profit or loss in
subsequent periods, after tax</td><td></td><td></td><td></td></tr><tr><td>Exchange differences on translation of foreign operations</td><td></td><td>8,496</td><td>804</td></tr><tr><td>Total comprehensive income for the year</td><td></td><td>99,142</td><td>139,754</td></tr><tr><td>Profit attributable to:</td><td></td><td></td><td></td></tr><tr><td>Owners of the parent</td><td></td><td>87,232</td><td>136,233</td></tr><tr><td>Non-controlling interests</td><td></td><td>3,414</td><td>2,717</td></tr><tr><td>Profit for the year</td><td></td><td>90,646</td><td>138,950</td></tr><tr><td>Total comprehensive income attributable to:</td><td></td><td></td><td></td></tr><tr><td>Owners of the parent</td><td></td><td>92,750</td><td>136,558</td></tr><tr><td>Non-controlling interests</td><td></td><td>6,392</td><td>3,196</td></tr><tr><td></td><td></td><td>99,142</td><td>139,754</td></tr><tr><td></td><td></td><td>RMB</td><td>RMB</td></tr><tr><td>Earnings per share attributable to
ordinary equity holders of the parent:</td><td></td><td></td><td></td></tr><tr><td>— Basic and diluted</td><td>11</td><td>10 cents</td><td>16 cents</td></tr></table> |
11758618_82.pdf | en | <table><tr><td rowspan="2"></td><td rowspan="2">Notes</td><td>2016</td><td>2015</td></tr><tr><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Non-current assets</td><td></td><td></td><td></td></tr><tr><td>Property, plant and equipment</td><td>12</td><td>70,695</td><td>37,149</td></tr><tr><td>Prepaid land lease payments</td><td>13</td><td>10,710</td><td>10,957</td></tr><tr><td>Goodwill</td><td>14</td><td>153,387</td><td>54,096</td></tr><tr><td>Other intangible assets</td><td>15</td><td>77,575</td><td>19,350</td></tr><tr><td>Investment in a joint venture</td><td>16</td><td>6,304</td><td>8,069</td></tr><tr><td>Deferred tax assets</td><td>24</td><td>13,085</td><td>5,839</td></tr><tr><td>Pledged deposit</td><td>30</td><td>1,216</td><td>1,146</td></tr><tr><td>Other non-current assets</td><td>31</td><td>7,297</td><td>2,671</td></tr><tr><td></td><td></td><td>340,269</td><td>139,277</td></tr><tr><td>Current assets</td><td></td><td></td><td></td></tr><tr><td>Inventories</td><td>17</td><td>75,177</td><td>69,990</td></tr><tr><td>Trade receivables</td><td>18</td><td>39,674</td><td>26,430</td></tr><tr><td>Prepaid land lease payments</td><td>13</td><td>247</td><td>247</td></tr><tr><td>Prepayments, deposits and other receivables</td><td>19</td><td>9,996</td><td>11,413</td></tr><tr><td>Other current assets</td><td></td><td>–</td><td>76</td></tr><tr><td>Pledged deposits</td><td></td><td>367</td><td>–</td></tr><tr><td>Cash and cash equivalents</td><td>20</td><td>517,934</td><td>532,326</td></tr><tr><td></td><td></td><td>643,395</td><td>640,482</td></tr><tr><td>Total assets</td><td></td><td>983,664</td><td>779,759</td></tr><tr><td>Current liabilities</td><td></td><td></td><td></td></tr><tr><td>Trade payables</td><td>21</td><td>15,538</td><td>12,574</td></tr><tr><td>Other payables and accruals</td><td>22</td><td>51,346</td><td>25,874</td></tr><tr><td>Tax payables</td><td></td><td>18,020</td><td>20,908</td></tr><tr><td></td><td></td><td>84,904</td><td>59,356</td></tr><tr><td>Net current assets</td><td></td><td>558,491</td><td>581,126</td></tr><tr><td>Total assets less current liabilities</td><td></td><td>898,760</td><td>720,403</td></tr></table> |
20783986_132.pdf | en | <table><tr><td rowspan="2"></td><td rowspan="2">Note</td><td>2020</td><td>2019
(Note)</td></tr><tr><td>$’000</td><td>$’000</td></tr><tr><td>Non-current assets</td><td></td><td></td><td></td></tr><tr><td>Goodwill</td><td>9</td><td>9,016,507</td><td>8,788,319</td></tr><tr><td>Intaniblge assets</td><td>10</td><td>4,200,644</td><td>4,638,643</td></tr><tr><td>Property, lipant and equpment</td><td>11</td><td>4,112,260</td><td>4,341,590</td></tr><tr><td>Investment properties</td><td>11</td><td>206,800</td><td>222,041</td></tr><tr><td>Rihfgt-o-use assets</td><td>11(c)</td><td>886,709</td><td>–</td></tr><tr><td>Customer acquisition and retention costs</td><td>15</td><td>595,149</td><td>598,030</td></tr><tr><td>Contract assets</td><td>16(a)</td><td>–</td><td>4,740</td></tr><tr><td>Interest in an associate</td><td>13</td><td>4,438</td><td>–</td></tr><tr><td>Interest in joint ventures</td><td>13</td><td>9,387</td><td>9,429</td></tr><tr><td>Deferred tax assets</td><td>27</td><td>91,258</td><td>–</td></tr><tr><td>Finance lease receivables</td><td></td><td>6,534</td><td>–</td></tr><tr><td>Other non-current assets</td><td>14</td><td>81,012</td><td>32,105</td></tr><tr><td></td><td></td><td>19,210,698</td><td>18,634,897</td></tr><tr><td>Current assets</td><td></td><td></td><td></td></tr><tr><td>Inventories</td><td>15</td><td>154,641</td><td>29,168</td></tr><tr><td>Trade receivables</td><td>17(a)</td><td>1,356,935</td><td>557,439</td></tr><tr><td>Other receivables, deposits and prepayments</td><td>17(a)</td><td>359,458</td><td>240,894</td></tr><tr><td>Finance lease receivables</td><td></td><td>1,253</td><td>–</td></tr><tr><td>Contract assets</td><td>16(a)</td><td>303,839</td><td>241,717</td></tr><tr><td>Amounts due from joint ventures</td><td>23</td><td>19,600</td><td>15,093</td></tr><tr><td>Tax recoverable</td><td>26</td><td>717</td><td>–</td></tr><tr><td>Financial assets at fair value throuhfig prot or loss</td><td>17(b)</td><td>40,517</td><td>–</td></tr><tr><td>Cash and cash equivalents</td><td>18</td><td>676,457</td><td>662,816</td></tr><tr><td></td><td></td><td>2,913,417</td><td>1,747,127</td></tr><tr><td>Current liabilities</td><td></td><td></td><td></td></tr><tr><td>Trade payables</td><td>19</td><td>830,805</td><td>365,976</td></tr><tr><td>Other payables and accrued charges — current portion</td><td>19</td><td>1,240,907</td><td>907,317</td></tr><tr><td>Contract liabilities — current portion</td><td>16(b)</td><td>706,827</td><td>219,763</td></tr><tr><td>Deposits received</td><td></td><td>76,049</td><td>72,443</td></tr><tr><td>Obligations under grantinhg of rigts — current portion</td><td>28</td><td>9,024</td><td>9,024</td></tr><tr><td>Amount due to an associate</td><td>23</td><td>4,438</td><td>–</td></tr><tr><td>Amounts due to joint ventures</td><td>23</td><td>10,750</td><td>10,750</td></tr><tr><td>Contingent consideration — current portion</td><td>29</td><td>–</td><td>1,371</td></tr><tr><td>Bank and other borrowings</td><td>20</td><td>1,310,667</td><td>–</td></tr><tr><td>Lease liabilities — current portion</td><td>21</td><td>234,258</td><td>–</td></tr><tr><td>Tax payable</td><td>26</td><td>199,521</td><td>158,480</td></tr><tr><td>Other current liabilities</td><td>24</td><td>8,704</td><td>–</td></tr><tr><td></td><td></td><td>4,631,950</td><td>1,745,124</td></tr><tr><td>Net current (liabilities)/assets</td><td></td><td>(1,718,533)</td><td>2,003</td></tr><tr><td>Total assets less current liabilities</td><td></td><td>17,492,165</td><td>18,636,900</td></tr></table> |
20783986_133.pdf | en | <table><tr><td rowspan="3"></td><td rowspan="3">Note</td><td>2020</td><td>2019</td></tr><tr><td></td><td>(Note)</td></tr><tr><td>$’000</td><td>$’000</td></tr><tr><td>Non-current liabilities</td><td></td><td></td><td></td></tr><tr><td>Other payables and accrued charges — long-term portion</td><td>19</td><td>87,677</td><td>143,600</td></tr><tr><td>Contract liabilities — long-term portion</td><td>16(b)</td><td>219,939</td><td>187,690</td></tr><tr><td>Obligations under grantinhig of rigts — long-term porton</td><td>28</td><td>6,771</td><td>15,795</td></tr><tr><td>Deferred tax liabilities</td><td>27</td><td>1,033,447</td><td>1,131,440</td></tr><tr><td>Contingent consideration — long-term portion</td><td>29</td><td>–</td><td>28,278</td></tr><tr><td>Lease liabilities — long-term portion</td><td>21</td><td>445,804</td><td>–</td></tr><tr><td>Provision for reinstatement costs</td><td></td><td>67,320</td><td>50,146</td></tr><tr><td>Bank and other borrowings</td><td>20</td><td>5,018,368</td><td>4,454,253</td></tr><tr><td>Senior notes</td><td>22</td><td>4,101,847</td><td>5,169,137</td></tr><tr><td>Other non-current liabilities</td><td>24</td><td>50,493</td><td>–</td></tr><tr><td></td><td></td><td>11,031,666</td><td>11,180,339</td></tr><tr><td>NET ASSETS</td><td></td><td>6,460,499</td><td>7,456,561</td></tr><tr><td>CAPITAL AND RESERVES</td><td></td><td></td><td></td></tr><tr><td>Share cailpta</td><td>30(c)</td><td>132</td><td>132</td></tr><tr><td>Reserves</td><td></td><td>6,460,367</td><td>7,456,429</td></tr><tr><td>Total equity attributable to equity shareholders of the Company</td><td></td><td>6,460,499</td><td>7,456,561</td></tr><tr><td>Non-controlling interests</td><td></td><td>–</td><td>–</td></tr><tr><td>TOTAL EQUITY</td><td></td><td>6,460,499</td><td>7,456,561</td></tr></table>
Note: The Group has initially applied HKFRS 16 at 1 September 2019 using the modified retrospective approach. Under this approach, comparative information is not restated. See note 1(c).
Approved and authorised for issue by the board of directors on 29 October 2020.
<table><tr><td>Chu Kwong YEUNG</td><td rowspan="2">)
)
)
)
)
)
)
)</td><td rowspan="2"> Directors</td></tr><tr><td>Ni Quiaque LAI</td></tr></table> |
20781193_226.pdf | en | There were no financial instruments recorded at fair value on a recurring basis classified in Level 3 of the valuation hierarchy in 2017.
The table below includes a roll forward of the balance sheet amount for the year ended Dec. 31, 2016 (including the change in fair value), for financial instruments classified in Level 3 of the valuation hierarchy.
Fair value measurements for assets using significant unobservable inputs
<table><tr><td>(in millions)</td><td>Loans</td></tr><tr><td>Fair value at Dec. 31, 2015</td><td> $ —</td></tr><tr><td>Transfers into Level 3</td><td>19</td></tr><tr><td>Total gains for the period included in earnings (a)</td><td>2</td></tr><tr><td>Purchases, issuances and sales:</td><td></td></tr><tr><td>Purchases</td><td>113</td></tr><tr><td>Issuances</td><td>1</td></tr><tr><td>Sales</td><td>(135)</td></tr><tr><td>Fair value at Dec. 31, 2016</td><td> $ —</td></tr><tr><td>Change in unrealized gains for the period included in
earnings for assets held at the end of the reporting
period</td><td>$ —</td></tr></table>
(a) Reported in investment and other income.
# Assets and liabilities measured at fair value on a nonrecurring basis
Under certain circumstances, we make adjustments to fair value our assets, liabilities and unfunded lending-related commitments although they are not measured at fair value on an ongoing basis. An example would be the recording of an impairment of an asset.
The following tables present the financial instruments carried on the consolidated balance sheet by caption and by level in the fair value hierarchy as of Dec. 31, 2017 and Dec. 31, 2016, for which a nonrecurring change in fair value has been recorded during the years ended Dec. 31, 2017 and Dec. 31, 2016.
Assets measured at fair value on a nonrecurring basis at Dec. 31, 2017
<table><tr><td>(in millions)</td><td>Level 1</td><td> Level 2</td><td> Level 3</td><td>Total
carriyng
value</td></tr><tr><td>Loans (a)</td><td>$ —</td><td> $ 73</td><td> $ 6</td><td> $ 79</td></tr><tr><td>Other assets (b)</td><td>—</td><td>4</td><td>—</td><td>4</td></tr><tr><td>Total assets at fair
value on a
nonrecurring basis</td><td>$ —</td><td> $ 77</td><td> $ 6</td><td> $ 83</td></tr></table>
Assets measured at fair value on a nonrecurring basis at Dec. 31, 2016
<table><tr><td>(in millions)</td><td>Level 1</td><td> Level 2</td><td> Level 3</td><td>Total
carriyng
value</td></tr><tr><td>Loans (a)</td><td>$ —</td><td> $ 84</td><td> $ 7</td><td> $ 91</td></tr><tr><td>Other assets (b)</td><td>—</td><td>4</td><td>—</td><td>4</td></tr><tr><td>Total assets at fair
value on a
nonrecurring basis</td><td>$ —</td><td> $ 88</td><td> $ 7</td><td> $ 95</td></tr></table>
(a) During the years ended Dec. 31, 2017 and Dec. 31, 2016, the fair value of these loans decreased \$1 million and \$2 million, respectively, based on the fair value of the underlying collateral based on guidance in ASC 310, Receivables, with an offset to the allowance for credit losses.
(b) Includes other assets received in satisfaction of debt.
# Estimated fair value of financial instruments
The carrying amounts of our financial instruments (i.e., monetary assets and liabilities) are determined under different accounting methods - see Note 1 of the Notes to Consolidated Financial Statements. The following disclosure discusses these instruments on a uniform fair value basis. However, active markets do not exist for a significant portion of these instruments. For financial instruments where quoted prices from identical assets and liabilities in active markets do not exist, we determine fair value based on discounted cash flow analysis and comparison to similar instruments. Discounted cash flow analysis is dependent upon estimated future cash flows and the level of interest rates. Other judgments would result in different fair values. The fair value information supplements the basic financial statements and other traditional financial data presented throughout this report.
A summary of the practices used for determining fair value and the respective level in the valuation hierarchy for financial assets and liabilities not recorded at fair value follows.
# Interest-bearing deposits with the Federal Reserve and other central banks and interest-bearing deposits with banks
The estimated fair value of interest-bearing deposits with the Federal Reserve and other central banks is equal to the book value as these interest-bearing deposits are generally considered cash equivalents. These instruments are classified as Level 2 within the valuation hierarchy. The estimated fair value of interest-bearing deposits with banks is generally determined using discounted cash flows and duration |
20781193_227.pdf | en | of the instrument to maturity. The primary inputs used to value these transactions are interest rates based on current LIBOR market rates and time to maturity. Interest-bearing deposits with banks are classified as Level 2 within the valuation hierarchy.
# Federal funds sold and securities purchased under resale agreements
The estimated fair value of federal funds sold and securities purchased under resale agreements is based on inputs such as interest rates and tenors. Federal funds sold and securities purchased under resale agreements are classified as Level 2 within the valuation hierarchy.
# Securities held-to-maturity
Where quoted prices are available in an active market for identical assets and liabilities, we classify the securities as Level 1 within the valuation hierarchy. Level 1 securities include U.S. Treasury securities and certain sovereign debt securities.
If quoted market prices are not available for identical assets, we estimate fair value using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Examples of such instruments, which would generally be classified as Level 2 within the valuation hierarchy, include certain mortgage-backed securities and state and political subdivision securities. For securities where quotes from active markets are not available for identical securities, we determine fair value primarily based on pricing sources with reasonable levels of price transparency that employ financial models or obtain comparison to similar instruments to arrive at “consensus” prices.
Specifically, the pricing sources obtain active market prices for similar types of securities (e.g., vintage, position in the securitization structure) and ascertain variables such as discount rate and speed of prepayment for the types of transaction and apply such variables to similar types of bonds. We view these as observable transactions in the current marketplace and classify such securities as Level 2 within the valuation hierarchy.
# Loans
For residential mortgage loans, fair value is estimated using discounted cash flow analysis, adjusting where appropriate for prepayment estimates, using interest rates currently being offered for loans with similar terms and maturities to borrowers. The estimated fair value of margin loans and overdrafts is equal to the book value due to the short-term nature of these assets. The estimated fair value of other types of loans, including our term loan program, is determined using discounted cash flows. Inputs include current LIBOR market rates adjusted for credit spreads. These loans are generally classified as Level 2 within the valuation hierarchy.
# Other financial assets
Other financial assets include cash, the Federal Reserve Bank stock and accrued interest receivable. Cash is classified as Level 1 within the valuation hierarchy. The Federal Reserve Bank stock is not redeemable or transferable. The estimated fair value of the Federal Reserve Bank stock is based on the issue price and is classified as Level 2 within the valuation hierarchy. Accrued interest receivable is generally short-term. As a result, book value is considered to equal fair value. Accrued interest receivable is included as Level 2 within the valuation hierarchy.
# Noninterest-bearing and interest-bearing deposits
Interest-bearing deposits consist of money market rate and demand deposits, savings deposits and time deposits. Except for time deposits, book value is considered to equal fair value for these deposits due to their short duration to maturity or payable on demand feature. The estimated fair value of interest-bearing time deposits is determined using discounted cash flow analysis. The primary inputs used to value these transactions are interest rates based on current LIBOR market rates and time to maturity. For all noninterest-bearing deposits, book value is considered to equal fair value as a result of the short duration of the deposit. Interest-bearing and noninterest-bearing deposits are classified as Level 2 within the valuation hierarchy.
# Federal funds purchased and securities sold under repurchase agreements
The estimated fair value of federal funds purchased and securities sold under repurchase agreements is based on inputs such as interest rates and tenors. Federal funds purchased and securities sold under |
3038660_162.pdf | en | Properties held by the Group as at December 31, 2018 are as follows:
<table><tr><td>Location</td><td>Type</td><td>Gross
floor area</td><td>Effective
% held</td><td>Stage of
comlpetion</td><td>Anticipated
comlpetion</td></tr><tr><td></td><td>(Notes)</td><td>(Square meters)</td><td></td><td></td><td></td></tr><tr><td>Portion of Phases 1,2, 3, 4A
and 4B of Shanhgai Cannes
No. 958 Xin Song Road
Minhang District
Shanhiga
The PRC</td><td>R & C</td><td>131,402</td><td>100</td><td>Comldpete</td><td>N/A</td></tr><tr><td>Commercial Street and
Service Apartment located
at No. 958 Xin Song Road
Minhang District
Shanhai
gThe PRC</td><td>R & C</td><td>293,815</td><td>100</td><td>Under lpanning</td><td>2020–2023</td></tr><tr><td>Portion of Phase 1 of Shanhgai
Concord City (Commercial
Street, Hotel, Office Premise
and Service Apartment)
located at West of Nanjing Road
Jin’gan District
Shanhi
gaThe PRC</td><td>R & C</td><td>51,545</td><td>100</td><td>Comldpete</td><td>N/A</td></tr><tr><td>The whole of Phase 2 of Shanhiga
Concord City (Commercial
Street, Hotel, Office Premise
and Service Apartment)
located at West of Nanjing Road
Jin’gan District
Shanhi
gaThe PRC</td><td>R & C</td><td>338,074</td><td>100</td><td>Construction
in progress</td><td>2019–2024</td></tr></table> |
3038660_163.pdf | en | <table><tr><td>Location</td><td>Type</td><td>Gross
floor area</td><td>Effective
% held</td><td>Stage of
comlpetion</td><td>Anticipated
comlpetion</td></tr><tr><td></td><td>(Notes)</td><td>(Square meters)</td><td></td><td></td><td></td></tr><tr><td>Huashan Building
West Nanjing Road
Jin’gan District
Shanhi
gaThe PRC</td><td>C</td><td>7,340</td><td>100</td><td>Renovation in progress</td><td>2020–2024</td></tr><tr><td>Chonigqng International
Commerce Centre
located at Nan Bin Road
Chonigqng
The PRC</td><td>R & C</td><td>2,050,000</td><td>100</td><td>Construction in progress</td><td>2020–2024</td></tr><tr><td>Portion of Commercial
Street Manhattan Luxury
Residence and
Beverly Hills located at
Lijiu Road
Chonigqng
The PRC</td><td>R & C</td><td>341,980</td><td>100</td><td>Construction in progress</td><td>2012–2019</td></tr><tr><td>ChoniMhCgqng anattan ity
Villa Zone located at
Lijiu Road
Chonigqng
The PRC</td><td>R</td><td>456,940</td><td>100</td><td>Construction in progress</td><td>2012–2020</td></tr><tr><td>ChoniMhCgqng anattan ity
EuroHpean Type ouse Zone
located at Lijiu Road
Chonigqng
The PRC</td><td>R</td><td>477,995</td><td>100</td><td>Construction in progress</td><td>2019–2021</td></tr><tr><td>ChoniCCgqng oncord ity
located at Jiefanbi
geChonigqng
The PRC</td><td>R & C</td><td>408,927</td><td>100</td><td>Construction in progress</td><td>2020–2024</td></tr></table> |
20749069_4.pdf | en | then impose that
\[ \int _ { f _ { \operatorname* { m i n } } } ^ { f _ { \operatorname* { m a x } } } \Omega _ { \mathrm { G W } } ( f ) \, d \ln f < 1 . \eqno ( 1 5 ) \]
The lower frequency limit of this integral is unimpor-tant since the integral is dominated by the high frequency behavior. Performing the integral results in a limit on A of the form
\[ A ^ { 2 } < f _ { y } ^ { - 4 / 3 } f _ { \mathrm { m a x } } ^ { - 2 / 3 } \frac { H _ { 0 } ^ { 2 } } { 2 \pi ^ { 2 } } . \eqno ( 1 6 ) \]
For \( f _ { \mathrm { m a x } } ~ = ~ 2 . 0 \, \times \, 1 0 ^ { - 6 } \) Hz, this implies that \( A ~ < \)\( 4 . 4 \times 1 0 ^ { - 1 2 } \), which is the upper limit we use when em-ploying a uniform prior in A throughout our analyses. We take the uniform prior on the logarithm of the amplitude to share the same upper limit derived for the uniform am-plitude prior, but there is no natural value for the lower limit. This prevents us from using this prior to set up-per limits, but by choosing a lower limit several orders of magnitude below the noise level, it is possible to use the uniform logarithmic prior for parameter estimation once a detection has been made.
The other parameters that enter into our model for the GW spectrum are \( f _ { b } \) and \( \kappa \), as discussed above. The prior we choose to employ on \( f _ { b } \) is uniform in \( \ln ( f _ { b } ) \), indicating our lack of knowledge about even the order of magnitude of the frequency at which the GW slope may bend, and has a lower limit of \( f _ { b } = 2 . 5 \times 1 0 ^ { - 9 } \)\( \mathrm { H z } \) (which is below the lower edge of the sensitivity band for a 10 year data span), and an upper limit of \( f _ { b } = 1 0 ^ { - 7 } \) Hz. This upper limit is somewhat arbitrary, but it does indicate our belief that GWs must, at some high enough frequency, dominate the evolution of SMBH binaries. For \( \kappa \), we use a prior that is uniform in \( \kappa \), with a range of 0 to 23/3 (the non-integer value for the upper end of the range is due to us changing our conventions for the parameterization of the spectrum late in the project).
We note that we have chosen to study our ability to measure the low-frequency slope, bend frequency, and amplitude for a set of simulated data, rather than try-ing to assess how efficiently or frequently the last parsec problem is solved, or what the correct correlation is be-tween the black hole mass and a particular property of the host galaxy. Our principle motivation for this choice is that the astrophysically-motivated distributions only differ by a factor of ∼ 2–3 in predicted signal amplitude between the most conservative and the most optimistic estimates, despite making different assumptions about the solution to the last parsec problem and the correla-tion between black-hole mass and host-galaxy properties. Furthermore, there are multiple elements that contribute to this level of amplitude uncertainty, including the over-all galaxy merger rate and its dependence on mass and environment, in addition to the last parsec solution and the choice of black-hole mass - host-galaxy-property cor- relation. Given our comparative ignorance of the low-frequency signal slope and the transition frequency be-tween the dynamical process dominating the final parsec and GW-driven evolution, we choose to focus our study on constraining these parameters for a given amplitude.
Another approach we could have taken with the am-plitude prior is to separate the uncertainties into an ob-servational part (from factors such as the rate of galaxy mergers and the \( M _ { - } \sigma \) relation) and a theoretical part (from factors such as the efficiency of dynamical friction in hardening the binary and the fraction of systems where the last parsec problem is overcome). This could be done by writing the prior as a Gaussian distribution in ln A, centered at some value \( \ln { \bar { A } } \), with width \( \sigma _ { \mathrm { o b s } } \) to account for the observational uncertainties. The central value, \( \ln { \bar { A } } \), would then be a hyper-parameter to be determined by the data. If we quantify the uncertainty on the cen-tral value \( \bar { A } \) as \( \bar { A } \doteq \eta A _ { * } \), where \( A _ { * } \) is some reference value and \( \eta \) encodes the theoretical uncertainty in the merger efficiency, then assigning a Gaussian prior on the hyper-parameter \( \ln \eta \) of width \( \sigma _ { \mathrm { t h } } \) centered on \( \eta _ { * } \), and marginalizing over the hyper parameter, leads to Gaus-sian distributions of the form used for Models A and B with width \( \sigma \, = \, \sqrt { \sigma _ { \mathrm { o b s } } ^ { 2 } + \sigma _ { \mathrm { t h } } ^ { 2 } } \). Alternatively, a uniform prior on \( \ln \eta \) over some range leads to a roughly uniform prior on ln A between \( \ln ( \eta _ { \mathrm { m i n } } A _ { * } ) \) and \( \ln ( \eta _ { \mathrm { m a x } } A _ { * } ) \) with rounded edges of width \( \sigma _ { \mathrm { o n s } } \). Thus, the analyses we con-sider are equivalent to a hierarchical Bayesian analysis that separates out the theoretical and observational un-certainties for certain choices of the hyper-prior.
# III. SIMULATED DATA AND ANALYSIS
Our simulated data set consists of the timing residuals from 20 pulsars, randomly distributed on the sky, and observed for 10 years with a two-week cadence. The data from each pulsar is generated including white noise at a level of 200 ns, and no red noise. We then recover this simulated signal using a model that includes the three parameters that describe the GW spectrum, \( A , f _ { b } , \kappa \), and the noise parameters for each pulsar. These include a white noise level, red noise level, and red noise slope. The white noise is fully described by the amplitude of its power spectral density (PSD), which we label \( S _ { n } \). The prior on \( S _ { n } \) was uniform in \( \ln ( S _ { n } ) \), and ranged from \( S _ { n } = \)\( 4 \times 1 0 ^ { - 1 8 } \, \mathrm { H z ^ { - 1 / 2 } } \) to \( S _ { n } \, = \, 1 0 ^ { - 2 } \, \mathrm { H z } ^ { - 1 / 2 } \). The red noise is parameterized by its PSD amplitude, \( S _ { r } \), and by a slope, r, as \( S _ { r } ( f ) = S _ { r } ( f / f _ { \mathrm { y e a r } } ) ^ { r } \). The prior on the red noise amplitude was also uniform in \( \ln ( S _ { r } ) \), with the same range as \( S _ { n } \), and the prior on the slope r was uniform from −2 to −6.
Finally, we include two parameters for each pulsar that encode the effects of the timing model on the timing residuals. As discussed briefly in the introduction, the timing model used to predict the TOA of radio pulses from a given pulsar includes a large set of parameters [8–10]. In this analysis we only consider the two timing |
20749069_5.pdf | en | model parameters that have the greatest effect on the low-frequency sensitivity. These are the quadratic and linear terms in the spin down model for each pulsar, which take the form
\[ P ( t ) = P _ { 0 } + { \dot { P } } _ { 0 } t + { \ddot { P } } _ { 0 } t ^ { 2 } + \dots \qquad \qquad ( 1 7 ) \]
Here, \( P _ { 0 } \) is the initial spin period of the pulsar, and \( \dot { P } _ { 0 } \) and \( \ddot { P } _ { 0 } \) encode the way that this spin evolves in time.
In order to speed up our analysis, we choose to perform our calculations in the Fourier domain. We therefore need to understand how the quadratic and linear terms in the timing model translate to effects on the timing residuals as a function of frequency. The Fourier trans-form of the timing model is given by
\[ \tilde { P } ( f _ { k } ) = \int _ { 0 } ^ { T } P ( t ) e ^ { i 2 \pi f _ { k } t } d t , \eqno ( 1 8 ) \]
where \( f _ { k } = k / T \) for integer k, and T is the observation time. This integral evaluates to
\[ \tilde { P } ( f _ { k } ) = T P _ { 0 } \delta _ { k 0 } - \frac { i \dot { P } _ { 0 } T ^ { 2 } } { 2 \pi k } - \frac { i \ddot { P } _ { 0 } T ^ { 3 } } { 2 \pi k } + \frac { \ddot { P } _ { 0 } T ^ { 3 } } { 2 \pi ^ { 2 } k ^ { 2 } } + \dots ~ ( 1 9 ) \]
The \( k \) = 0 term is simply a constant offset that we can ignore. Writing \( a \; = \; \bar { P } _ { 0 } \bar { T } ^ { 3 } / ( 2 \pi ^ { 2 } ) \) and \( b \ = \ - ( \dot { P } _ { 0 } T ^ { 2 } \ + \)\( \ddot { P } _ { 0 } T ^ { 3 } ) / ( 2 \pi ) \)), the timing model for each pulsar can be written as
\[ \tilde { P } _ { k } = \frac { a } { k ^ { 2 } } + \frac { i b } { k } . \eqno ( 2 0 ) \]
A model of this form, with independent a and b for each pulsar, is then subtracted from the TOAs.
The full set of parameters in our model thus con-sists of the five noise/timing parameters for each pulsar, and three parameters to describe the GW background -\( A , f _ { b } , \kappa \). With this set of parameters, the likelihood is defined by [43]
\[ p ( d | s , n ) = \frac { 1 } { \sqrt { ( 2 \pi ) ^ { L } \operatorname* { d e t } C } } \exp \left( - \frac { 1 } { 2 } \sum _ { a b } \sum _ { i j } r _ { a i } C _ { ( a i ) ( b j ) } ^ { - 1 } r _ { b j } \right) , \]
where C is the covariance matrix, which depends on both the noise in the individual pulsars and on the GW background, and \( r = d - s \) denotes the timing residuals after the subtraction of the timing model s from the data d. The indices a and b label individual pulsars, and run from 1 to the number of pulsars, \( N _ { p } \). The indices i and j label the data samples, i.e. individual frequency bins. Since our simulated data is stationary, the correlation matrix is diagonal in \( i , j \) and \( C _ { ( a i ) ( b j ) } \to C _ { a b } ( f ) \).
The timing model parameters for each pulsar enter the likelihood in the timing residuals; they are subtracted from the TOAs before the likelihood is evaluated. The red and white noise contributions for each pulsar enter along the diagonal of the covariance matrix. Finally, the GW signal enters via the Hellings and Downs [11] corre-lation matrix, which has the form
\[ H _ { a b } = \frac { 1 } { 2 } + \frac { 3 ( 1 - \cos \theta _ { a b } ) } { 4 } \ln \bigg ( \frac { 1 - \cos \theta _ { a b } } { 2 } \bigg ) - \frac { 1 - \cos \theta _ { a b } } { 8 } + \frac { 1 } { 2 } \delta _ { a b } . \]
The full covariance matrix is then given by
\[ C _ { a b } ( f ) = S _ { h } ( f ) \frac { H _ { a b } } { 3 } + \delta _ { a b } \left\{ S _ { n _ { a } } + S _ { r _ { a } } ( f / f _ { y } ) ^ { r _ { a } } \right\} , \quad ( 2 3 ) \]
where \( S _ { h } ( f ) \) is the PSD of the GW background, \( S _ { n _ { \alpha } } \) is the PSD of the white noise, \( S _ { r _ { a } } \) is the amplitude of the PSD of the red noise, and \( r _ { a } \) is the slope of the red noise.
# A. Methods
Our analysis is carried out within the framework of Bayesian inference, using the technique of Markov chain Monte Carlo (MCMC). To calculate Bayes factors1, we must calculate the evidence for each model, which ne-cessitates performing an integral over the full parameter space. For this integral, we use the technique of thermo-dynamic integration [44–46]. This technique necessitates the use of parallel tempering, in which multiple chains are run at different ‘temperatures,’ which are defined by changing the likelihood to
\[ p ( d | s , n , \beta ) = p ( d | s , n ) ^ { \beta } , \eqno ( 2 4 ) \]
where \( \beta \) is analogous to an inverse temperature. This effectively ‘softens’ the likelihood, allowing the chains to effectively sample the full posterior. Chains with differ-ent temperatures are allowed to swap parameters with a probability given by the Hastings ratio
\[ H _ { i \leftrightarrow j } = \operatorname* { m i n } \left( \frac { p ( d | s _ { i } , n _ { i } , \beta _ { j } ) p ( d | s _ { j } , n _ { j } , \beta _ { i } ) } { p ( d | s _ { i } , n _ { i } , \beta _ { i } ) p ( d | s _ { j } , n _ { j } , \beta _ { i } ) } , 1 \right) . \quad \quad ( 2 5 ) \]
The evidence for each model is then given by
\[ \ln p ( d ) = \int _ { 0 } ^ { i } E _ { \beta } [ \ln p ( d | \vec { x } ) ] d \beta , \eqno ( 2 6 ) \]
where \( E _ { \beta } \) denotes the expectation at inverse tempera-ture \( \beta \). Given equal prior belief in two models, the Bayes factor is then simply the evidence ratio between them.
---
1 Given equal prior belief in the validity of two models, A and B, the Bayes factor, \( B _ { A B } \), between models A and B, given the observed data, is the ‘betting odds’ that model A is the better theory, rather than model B. |
9226783_134.pdf | en | <table><tr><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4.
期末余
额</td><td>30,522,890.33</td><td>22,333,110.49</td><td>1,474,360.40</td><td>4,948,111.47</td><td>59,278,472.69</td></tr><tr><td colspan="6">三、减值准备</td></tr><tr><td>1.
期初余
额</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2.
本期增
加金额</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（
1）计提</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3.
本期减
少金额</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>(
1)处置</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4.
期末余
额</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td colspan="6">四、账面价值</td></tr><tr><td> 1.
期末账
面价值</td><td>238,651,734.71</td><td>24,495,174.42</td><td>2,466,401.52</td><td>10,456,875.18</td><td>276,070,185.83</td></tr><tr><td> 2.
期初账
面价值</td><td>246,948,620.88</td><td>28,472,973.02</td><td>2,794,798.32</td><td>496,676.42</td><td>278,713,068.64</td></tr></table>
本期末通过公司内部研发形成的无形资产占无形资产余额的比例 8.87%
# (2).未办妥产权证书的土地使用权情况
□适用 √不适用
其他说明：
□适用 √不适用
# 27、 开发支出
□适用 □不适用
单位：元 币种：人民币
<table><tr><td rowspan="2">项目</td><td rowspan="2">期初
余额</td><td colspan="3">本期增加金额</td><td colspan="3">本期减少金额</td><td rowspan="2">期末
余额</td></tr><tr><td>内部开发支出</td><td>其他</td><td></td><td>确认为
无形资
产</td><td>转入当期损益</td><td></td></tr><tr><td>XX 预合</td><td></td><td>8,074,867.15</td><td></td><td></td><td></td><td>8,074,867.15</td><td></td><td></td></tr></table> |
9226783_135.pdf | en | <table><tr><td>金粉研
究开发</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>XX 提纯
技术设
计研发</td><td></td><td>3,963,889.10</td><td></td><td></td><td></td><td>3,963,889.10</td><td></td><td></td></tr><tr><td>优质金
刚石 XX
技术的
开发</td><td></td><td>6,442,560.21</td><td></td><td></td><td></td><td>6,442,560.21</td><td></td><td></td></tr><tr><td>人造金
刚石用
XX 石墨
柱研制</td><td></td><td>7,978,866.42</td><td></td><td></td><td></td><td>7,978,866.42</td><td></td><td></td></tr><tr><td>人造金
刚石 XX
工艺技
术设计
开发</td><td></td><td>6,161,182.26</td><td></td><td></td><td></td><td>6,161,182.26</td><td></td><td></td></tr><tr><td>XX 金刚
石单晶
生产技
术开发</td><td></td><td>10,452,855.79</td><td></td><td></td><td></td><td>10,452,855.79</td><td></td><td></td></tr><tr><td>XX 培育
钻石合
成</td><td></td><td>9,503,189.10</td><td></td><td></td><td></td><td>9,503,189.10</td><td></td><td></td></tr><tr><td>XX 铣刀
盘系列
产品开
发</td><td></td><td>1,375,060.64</td><td></td><td></td><td></td><td>1,375,060.64</td><td></td><td></td></tr><tr><td>XX 金刚
石复合
片的高
压合成</td><td></td><td>5,722,723.66</td><td></td><td></td><td></td><td>5,722,723.66</td><td></td><td></td></tr><tr><td>可替代
性 XX 材
料技术
的研究
开发</td><td></td><td>7,008,156.07</td><td></td><td></td><td></td><td>7,008,156.07</td><td></td><td></td></tr><tr><td>XX 金刚
石复合
片开发</td><td></td><td>1,264,902.36</td><td></td><td></td><td></td><td>1,264,902.36</td><td></td><td></td></tr><tr><td>XX 线锯
专用微
粉的研
发</td><td></td><td>4,992,054.46</td><td></td><td></td><td></td><td>4,992,054.46</td><td></td><td></td></tr><tr><td>XX 切割
用金刚
石线锯
的研发</td><td></td><td>780,400.32</td><td></td><td></td><td></td><td>780,400.32</td><td></td><td></td></tr><tr><td>高性能</td><td></td><td>3,580,666.04</td><td></td><td></td><td></td><td>3,580,666.04</td><td></td><td></td></tr></table> |
2551673_53.pdf | en | <table><tr><td>中电投四川电力有限公司</td><td>3,400,055.12</td><td>6.64</td><td>982,257.12</td></tr><tr><td>大唐山西新能源有限公司</td><td>2,467,541.53</td><td>4.82</td><td>713,223.54</td></tr><tr><td>国电定边新能源有限公司</td><td>1,975,837.97</td><td>3.86</td><td>98,791.90</td></tr><tr><td>赣州宏远电力勘测设计院</td><td>1,811,448.49</td><td>3.54</td><td>97,995.65</td></tr><tr><td>合 计</td><td>13,555,955.77</td><td>26.47</td><td>2,512,329.26</td></tr></table>
# (二)其他应收款
<table><tr><td>类 别</td><td>期末余额</td><td>期初余额</td></tr><tr><td>应收利息</td><td></td><td></td></tr><tr><td>应收股利</td><td></td><td></td></tr><tr><td>其他应收款项</td><td>6,577,563.68</td><td>5,292,513.37</td></tr><tr><td>减：坏账准备</td><td>115,188.11</td><td>101,027.80</td></tr><tr><td>合 计</td><td>6,462,375.57</td><td>5191485.57</td></tr></table>
其中：其他应收款项分类披露
<table><tr><td rowspan="3">类 别</td><td colspan="4">期末数</td></tr><tr><td colspan="2">账面余额</td><td colspan="2">坏账准备</td></tr><tr><td>金额</td><td>比例
(%)</td><td>金额</td><td>比例
(%)</td></tr><tr><td>1.单项金额重大并单项计提坏账
准备的应收账款</td><td></td><td></td><td></td><td></td></tr><tr><td>2.按组合计提坏账准备的应收账
款</td><td></td><td></td><td></td><td></td></tr><tr><td> ①采用账龄分析法计提坏账
准备</td><td>762,824.84</td><td>11.60</td><td>115,188.11</td><td>15.10</td></tr><tr><td> ②按照其他方法计提坏账准
备</td><td>5,814,738.84</td><td>88.40</td><td></td><td></td></tr><tr><td>组合小计</td><td>6,577,563.68</td><td>100.00</td><td>115,188.11</td><td>15.10</td></tr><tr><td>3.单项金额虽不重大但单项计提
坏账准备的应收账款</td><td></td><td></td><td></td><td></td></tr><tr><td>合 计</td><td>6,577,563.68</td><td>100.00</td><td>115,188.11</td><td>15.10</td></tr></table>
<table><tr><td rowspan="3">类 别</td><td colspan="4">期初数</td></tr><tr><td colspan="2">账面余额</td><td colspan="2">坏账准备</td></tr><tr><td>金额</td><td>比例
(%)</td><td>金额</td><td>比例
(%)</td></tr><tr><td>1.单项金额重大并单项计提坏账
准备的应收账款</td><td></td><td></td><td></td><td></td></tr><tr><td>2.按组合计提坏账准备的应收账
款</td><td></td><td></td><td></td><td></td></tr><tr><td> ①采用账龄分析法计提坏账
准备</td><td>963,469.67</td><td>18.20</td><td>101,027.80</td><td>10.49</td></tr><tr><td> ②按照其他方法计提坏账准
备</td><td>4,329,043.70</td><td>81.80</td><td></td><td></td></tr><tr><td>组合小计</td><td>5,292,513.37</td><td>100.00</td><td>101,027.80</td><td>10.49</td></tr></table> |
2551673_54.pdf | en | <table><tr><td>3.单项金额虽不重大但单项计提
坏账准备的应收账款</td><td></td><td></td><td></td><td></td></tr><tr><td>合 计</td><td>5,292,513.37</td><td>100.00</td><td>101,027.80</td><td>10.49</td></tr></table>
# 1、 按组合计提坏账准备的其他应收款项
# （1） 采用账龄分析法计提坏账准备的其他应收款项
<table><tr><td rowspan="2">账 龄</td><td colspan="3">期末数</td><td colspan="3">期初数</td></tr><tr><td>账面余额</td><td>计提比例(%)</td><td>坏账准备</td><td>账面余额</td><td>计提比例(%)</td><td>坏账准备</td></tr><tr><td>1 年以内</td><td>510,323.34</td><td>5.00</td><td>25,516.17</td><td>750,913.17</td><td>5.00</td><td>37,545.66</td></tr><tr><td>1 至 2 年</td><td>68,029.60</td><td>10.00</td><td>6,802.96</td><td>108,884.60</td><td>10.00</td><td>10,888.46</td></tr><tr><td>2 至 3 年</td><td>113,490.90</td><td>20.00</td><td>22,698.18</td><td>26,190.90</td><td>20.00</td><td>5,238.18</td></tr><tr><td>3 至 4 年</td><td>0.00</td><td>50.00</td><td>0.00</td><td>60,251.00</td><td>50.00</td><td>30,125.50</td></tr><tr><td>4 至 5 年</td><td>54,051.00</td><td>80.00</td><td>43,240.80</td><td>0.00</td><td></td><td>-</td></tr><tr><td>5 年以上</td><td>16,930.00</td><td>100.00</td><td>16,930.00</td><td>17,230.00</td><td>100.00</td><td>17,230.00</td></tr><tr><td>合 计</td><td>762,824.84</td><td>--</td><td>115,188.11</td><td>963,469.67</td><td>--</td><td>101,027.80</td></tr></table>
# （2） 采用其他组合方法计提坏账准备的其他应收款项
<table><tr><td rowspan="2">组合名称</td><td colspan="3">期末数</td><td colspan="3">期初数</td></tr><tr><td>账面余额</td><td>比例(%)</td><td>坏账准备</td><td>账面余额</td><td>比例(%)</td><td>坏账准备</td></tr><tr><td>关联方往来：</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>北京联动新能投资有限公司</td><td>2,595,893.57</td><td></td><td></td><td>1,934,902.22</td><td></td><td></td></tr><tr><td>建始恒久风力发电有限公司</td><td>3,022,758.44</td><td></td><td></td><td>2266696.82</td><td></td><td></td></tr><tr><td>武汉伦纳新能源开发有限公司</td><td>110,192.83</td><td></td><td></td><td>110192.83</td><td></td><td></td></tr><tr><td>巴东聚能风力发电有限公司</td><td>5,473.50</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>武汉联动设计工程有限公司新疆
分公司</td><td></td><td></td><td></td><td>7993.39</td><td></td><td></td></tr><tr><td>武汉联动设计股份有限公司江西
分公司</td><td></td><td></td><td></td><td>975.1</td><td></td><td></td></tr><tr><td>武汉联动设计股份有限公司北京
工程咨询分公司</td><td></td><td></td><td></td><td>8283.34</td><td></td><td></td></tr><tr><td>徐皇冈</td><td>53.5</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>雷振华</td><td>6537.63</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>吴士标</td><td>13479.37</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>刘杰</td><td>19150</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>尧弘</td><td>41200</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>合 计</td><td>5,814,738.84</td><td></td><td></td><td>4,329,043.70</td><td></td><td></td></tr></table>
# 2、 其他应收款项按款项性质分类情况 |
9261661_40.pdf | en | unfairly make the insurers liable for the consequences of something which they did not agree to insure.
48. Finally, the FCA asserts that in The B Atlantic [2017] 1 WLR 1303, Christopher Clarke LJ at [26] {J/130/10-11} was “expressly anticipating the disapplication of the but for test in an insurance context where there were concurrent independent causes.”66 This is tenuous at best, for the words quoted by the FCA do not support the assertion, and the case involved interdependent causes (as the passage quoted by the FCA makes clear (“if, as here, both causes need to operate if the loss is to occur”)). In any event, the B Atlantic was appealed to the Supreme Court and no support whatever can be found in the judgment of Lord Mance (with whom the rest of the Court agreed) for any disapplication of the ‘but for’ test where there are concurrent independent causes of loss (see paragraph 54.1 below). Neither Christopher Clarke LJ in the B Atlantic, nor Hamblen J in Orient-Express, nor any other judge in the history of English insurance law, which the parties have no doubt mined to the point of exhaustion, has done so.
49. In all the circumstances, it is fanciful even to suggest that the present is one of those rare and exceptional cases in which the Court could justifiably jettison the ‘but for’ test. This case is not in that territory.
# Concurrent interdependent causes
50. The so-called Wayne Tank principle or Miss Jay Jay rule is not an exception to the application of the ‘but for’ test, because it only applies to concurrent interdependent causes, not to concurrent independent causes.
51. If the loss which is the subject of the claim is caused by concurrent interdependent causes, one of which is covered by the policy and the other is excluded, and the excluded cause is the dominant cause of the loss or a cause of approximately equal
---
66 FCA Skeleton at [240] {I/1/96-97}. The specific dictum of Christopher Clarke LJ on which the FCA relies appears to be: “Or it may be that the event would have happened if either A or B had occurred but, on the facts, both of them can be said to have caused it.” It is hardly a ringing endorsement for the FCA’s plunge into unorthodoxy. |
9261661_41.pdf | en | efficacy or potency to the cause which is covered, the insured is not entitled to an indemnity under the policy (the exclusion prevails). But if one of the causes is insured, and the other is simply not covered, then the insured is entitled to an indemnity: see the contrasting decisions of the Court of Appeal in Wayne Tank & Pump v Employers’ Liability Assurance [1973] 2 Lloyd’s Rep 237 {K/64} and JJ Lloyd Instruments v Northern Star Insurance Co (The Miss Jay Jay) [1987] 1 Lloyds Rep 32 {J/36}.
52. Both were cases of interdependent concurrent causes of loss: in the former, Lord Denning MR referred to “two causes which were equal or nearly equal in their efficiency” in bringing about the damage67; and in the latter, Lawton LJ indicated that “one [alleged cause] without the other would not have caused the loss…”68
53. The cases are consistent with contract law generally. See, for example, Heskell v Continental Express Ltd (1950) 83 LLR 438 at 458 {K/53/21}, in which Devlin J (as he then was) held that if a breach of contract was one of two separate causes of the loss which were “both co-operating and both of equal efficacy,” that was sufficient to establish liability.
54. The principlesin Wayne Tank and in The Miss Jay Jay and similar cases only apply where there are two causes (i) each of which is a ‘but for’ cause (i.e. without it, the loss would not have occurred), and therefore (ii) both of which combine to bring about the loss. Point (ii) is merely an expression of point (i).69
---
67 See [1973] 2 Lloyd’s Rep 237, 240 col 2 {K/64/4}.68 See [1987] 1 Lloyd’s Rep 32, 37 col 2 {J/66/6}.69 In this respect, there is a distinction between cases where there are two or more concurrent causes, whether ‘proximate’ or not, and cases where there is a sole cause, albeit one which may give rise to a number of different legal causes of action or insured perils. That is the perfectly orthodox principle expressed by Potter J in Capel-Cure Myers v McCarthy [1995] LRLR 498 {J/73}, which the FCA cites in its skeleton at [232.2] {I/1/94}. There, the judge said, at 503 {J/73/6} col 1: "... loss by a combination of causes must be distinguished from loss by a single cause, which can nevertheless be properly described as amounting to a number of causes of action, one or more of which may be outside the terms of the policy, but one of which is plainly within its terms.” |
3462597_59.pdf | en | Fair Value Disclosures: Fair value is defined as the price that we would expect to receive to sell an asset or pay to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. In determining fair value, GAAP establishes a three-level hierarchy used in measuring fair value, as follows:
<table><tr><td>Level 1</td><td>– inputs are quoted prices available for identical assets or liabilities in active markets.</td></tr><tr><td>Level 2</td><td>– inputs are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active
markets; or other inputs that are observable or can be corroborated by observable market data.</td></tr><tr><td>Level 3</td><td>– inputs are unobservable and reflect our own assumptions.</td></tr></table>
We may also adjust the carrying amount of certain nonfinancial assets to fair value on a non-recurring basis when they are impaired. The fair values of our long-lived assets held and used are determined using Level 3 inputs based on the estimated discounted future cash flows of the respective venue over its expected remaining useful life or lease term. Due to uncertainties in the estimates and assumptions used, actual results could differ from the estimated fair values. See Note 4. “Property and Equipment” for our impairment of long-lived assets disclosures and Note 9. “Fair Value of Financial Instruments” for our fair value disclosures.
Self-Insurance Accruals: We are self-insured up to certain limits for certain losses related to workers’ compensation, general liability, property and our Company sponsored employee health insurance programs. We estimate the accrued liabilities for all risk retained by the Company at the end of each reporting period. This estimate is primarily based on historical claims experience and loss reserves, calculated with the assistance of an independent third-party actuary. Our deductibles generally range from \$0.2 million to \$0.5 million per occurrence. For claims that exceed the deductible amount, we record a gross liability and a corresponding receivable representing expected recoveries pursuant to the stop-loss coverage, since we are not legally relieved of our obligation to the claimant.
Contingent Loss Accruals: When a contingency involving uncertainty as to a possible loss occurs, an estimate of the loss may be accrued as a charge to income and a reserve established on the Consolidated Balance Sheets. We perform regular assessments of our contingent losses and develop estimates of the degree of probability for and range of possible settlement. We accrue liabilities for losses we deem probable and for which we can reasonably estimate an amount of settlement. We do not record liabilities for losses we believe are only reasonably possible to result in an adverse outcome, but provide disclosure of the reasonably possible range of loss to the extent it is estimable. Reserve balances may be increased or decreased in the future to reflect further developments. However, there can be no assurance that there will not be a loss different from the amounts accrued. Any such loss, if realized, could have a material effect on our consolidated results of operations in the period during which the underlying matters are resolved.
Foreign Currency Translation: Our Consolidated Financial Statements are presented in U.S. dollars. The assets and liabilities of our Canadian subsidiary are translated to U.S. dollars at year-end exchange rates, while revenues and expenses are translated at average exchange rates during the year. Adjustments that result from translating amounts are reported as a component of “Accumulated other comprehensive income (loss)” on our Consolidated Statements of Changes in Stockholder’s Equity and in our Consolidated Statements of Comprehensive Income (Loss). The effect of foreign currency exchange rate changes on cash is reported in our Consolidated Statements of Cash Flows as a separate component of the change in cash and cash equivalents during the period.
Stock-Based Compensation: We expense the fair value of stock-based compensation awards granted to our employees and directors in our Consolidated Financial Statements on a straight-line basis over the period that services are required to be provided in exchange for the award (“requisite service period”), which typically is the period over which the award vests. Stock-based compensation is recognized only for awards that vest, and we record forfeitures as they occur. We measure the fair value of compensation cost related to stock options based on third party valuations.
Stock-based compensation expense is recorded in “General and administrative expenses” in the Consolidated Statements of Earnings, which is the same financial statement caption where the associated salary expense of employees with stock-based compensation awards is recorded. The gross benefits of tax deductions in excess of the compensation cost recognized from the vesting of stock options are tax effected and classified as cash inflows from financing activities in our Consolidated Statements of Cash Flows.
Revenue Recognition – Company Venue Activities: Food, beverage and merchandise revenues are recognized when sold. Game revenues are recognized as game-play tokens and game play credits on game cards are used by guests. We allocate the revenue recognized from the sale of value-priced combination packages, which generally are comprised of food, beverage |
3462597_60.pdf | en | and game credits (and in some instances, merchandise), between “Food and beverage sales” and “Entertainment and merchandise sales” based upon the price charged for each component when it is sold separately, or in limited circumstances our best estimate of selling price if a component is not sold on a stand-alone basis, which we believe approximates each component’s fair value.
Our entertainment revenue includes customer purchases of game play credits on Play Pass game cards which allow our customers to play the games in our venues. We recognize a liability for the estimated amount of unused game play credits, which we believe our customers will redeem or utilize in the future based on credits remaining on Play Pass cards and utilization patterns. Our total estimate of unearned revenue for unused Play Pass credits as of December 31, 2017 and January 1, 2017 was \$11.9 million and \$5.2 million, respectively, and is included in “Unearned revenues” in our Consolidated Balance Sheets.
We sell gift cards to our customers in our venues and through certain third-party distributors, which do not expire and do not incur a service fee on unused balances. Gift card sales are recorded as deferred revenue when sold and are recognized as revenue when: (a) the gift card is redeemed by the guest or (b) the likelihood of the gift card being redeemed by the guest is remote (“gift card breakage”) and we determine that we do not have a legal obligation to remit the value of the unredeemed gift card under applicable state unclaimed property escheat statutes. Gift card breakage is determined based upon historical redemption patterns of our gift cards.
Revenue Recognition – Franchise Fees and Royalties: Revenues from franchise activities include area development and initial franchise fees received from franchisees to establish new venues, and once a venue is opened, a franchisee is charged monthly royalties based on a percentage of franchised venues’ sales. These fees are collectively referred to as “Franchise fees and royalties” in our Consolidated Statements of Earnings. Area development and initial franchise fees are recorded as unearned franchise revenue when received and recognized as revenue when we have fulfilled all significant obligations to the franchisee, which is generally when the franchised venues associated with the fees open. Continuing royalties and other miscellaneous sales and fees are recognized in the period earned. Continuing royalties and other miscellaneous sales and fees of \$17.9 million, \$17.4 million and \$16.9 million for Fiscal 2017, Fiscal 2016 and Fiscal 2015, respectively, are included in “Franchise fees and royalties” in our Consolidated Statements of Earnings.
Cost of Food, Beverage, Entertainment and Merchandise: Cost of food and beverage includes all direct costs of food and beverage sold to our guests and related paper and birthday supplies used in our food service operations, less “vendor rebates” described below. Cost of entertainment and merchandise includes the direct cost of prizes provided and merchandise sold to our customers, as well as the cost of tickets dispensed to customers and redeemed for prize items. These amounts exclude any allocation of other operating costs including labor and related costs for venue personnel and depreciation and amortization expense, which are disclosed separately.
Vendor Rebates: We receive rebate payments from certain third-party vendors. Pursuant to the terms of volume purchasing and promotional agreements entered into with the vendors, rebates are primarily provided based on the quantity of the vendors’ products we purchase over the term of the agreement. We record these allowances in the period they are earned as a reduction in the cost of the vendors’ products, and when the related inventory is sold, the allowances are recognized in “Cost of food and beverage” in our Consolidated Statements of Earnings.
Rent Expense: We recognize rent expense on a straight-line basis over the lease term, including the construction period and lease renewal option periods provided for in the lease that can be reasonably assured at the inception of the lease. The lease term commences on the date when we take possession and have the right to control use of the leased premises. The difference between actual rent payments and rent expense in any period is recorded as a deferred rent liability and included in “Other Noncurrent Liabilities” on our Consolidated Balance Sheets. Construction allowances received from the landlord as a lease incentive intended to reimburse us for the cost of leasehold improvements (“Landlord contributions”) are accrued as deferred landlord contributions. Landlord contributions are amortized on a straight-line basis over the lease term as a reduction to rent expense.
Advertising Costs: Production costs for commercials and coupons are expensed in the period in which the commercials are initially aired and the coupons are distributed. All other advertising costs are expensed as incurred.
We and our franchisees are required to contribute a percentage of gross sales to administer all the national advertising programs that benefit both us and our franchisees. Because the contributed funds are required to be segregated and used for specified purposes, we do not reflect franchisee contributions as revenue, but rather record franchisee contributions as an offset to reported advertising expenses. Our advertising contributions for Chuck E. Cheese’s franchise venues are paid to the |
11779002_182.pdf | en | <table><tr><td>EXHIBIT NO.</td><td>DESCRIPTION</td></tr><tr><td>10.26</td><td>Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.6 to CF
Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2016, File No.
001-32597)**</td></tr><tr><td>10.27</td><td>Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.7 to CF Industries
Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2009, File No. 001-32597)**</td></tr><tr><td>10.28</td><td>Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.19 to CF Industries
Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 27, 2014, File No. 001-32597)**</td></tr><tr><td>10.29</td><td>Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to CF Industries
Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2014, File No.
001-32597)**</td></tr><tr><td>10.30</td><td>Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to CF Industries
Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2015, File No. 001-32597)**</td></tr><tr><td>10.31</td><td>Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.28 to CF Industries
Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 25, 2016, File No. 001-32597)**</td></tr><tr><td>10.32</td><td>Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.7 to CF Industries
Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2016, File No. 001-32597)**</td></tr><tr><td>10.33</td><td>Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.20 to
CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 27, 2014, File No.
001-32597)**</td></tr><tr><td>10.34</td><td>Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to CF
Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2014, File No.
001-32597)**</td></tr><tr><td>10.35</td><td>Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 to CF
Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2015, File No.
001-32597)**</td></tr><tr><td>10.36</td><td>Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to CF
Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2015, File No.
001-32597)**</td></tr><tr><td>10.37</td><td>Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.33 to
CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 25, 2016, File No.
001-32597)**</td></tr><tr><td>10.38</td><td>Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.8 to CF
Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2016, File No.
001-32597)**</td></tr><tr><td>10.39
10.40</td><td>Form of Non-EmlRpoidSyee Drector estricte tock Award Agreement (incorporated by reference to Exhibit 10.3
to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2014, File
No. 001-32597)**
Form of Equity Award Amendment Letter Agreement, dated as of July 21, 2016 (incorporated by reference to
Exhibit 10.5 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 4,
2016, File No. 001-32597)**</td></tr><tr><td>10.41</td><td>Letter Agreement between Philipp P. Koch and CF Industries Holdings, Inc. (incorporated by reference to
Exhibit 10.2 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on December
24, 2015, File No. 001-32597)**</td></tr><tr><td>10.42</td><td>Commitment Letter, dated August 6, 2015, by and among Morgan Stanley Senior Funding, Inc., Goldman
Sachs Bank USA and CF Industries Holdings, Inc. (incorporated by reference to Exhibit 10.1 to CF Industries
Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 12, 2015, File No. 001-32597)</td></tr></table> |
11779002_183.pdf | en | <table><tr><td>EXHIBIT NO.</td><td>DESCRIPTION</td></tr><tr><td>10.43</td><td>Third Amended and Restated Revolving Credit Agreement, dated as of September 18, 2015, among CF
Industries Holdings, Inc., the borrowers from time to time party thereto, the lenders from time to time party
thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and Morgan Stanley Bank, N.A.,
Goldman Sachs Bank USA, Bank of Montreal, Royal Bank of Canada, The Bank of Tokyo-Mitsubishi UFJ,
Ltd. and Wells Fargo Bank, National Association, as issuing banks (incorporated by reference to Exhibit 10.2
to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on September 23, 2015, File
No. 001-32597)</td></tr><tr><td>10.44</td><td>Amendment No. 1, dated as of December 20, 2015, to the Third Amended and Restated Revolving Credit
Agreement among CF Industries Holdings, Inc., CF Industries, Inc., the lenders party thereto, the issuing banks
party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated by reference to
Exhibit 10.2 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on December
21, 2015, File No. 001-32597)</td></tr><tr><td>10.45</td><td>Amendment No. 2, dated as of July 29, 2016, to the Third Amended and Restated Revolving Credit Agreement
among CF Industries Holdings, Inc., CF Industries, Inc., the lenders party thereto, the issuing banks party
thereto and Morgan Stanley Senior Funding, Inc., as Administrative Agent (incorporated by reference to
Exhibit 10.1 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on August 4,
2016, File No. 001-32597)</td></tr><tr><td>10.46</td><td>Amendment No. 3, dated as of October 31, 2016, to the Third Amended and Restated Revolving Credit
Agreement among CF Industries Holdings, Inc., CF Industries, Inc., Morgan Stanley Senior Funding, Inc., as
administrative agent under the Existing Revolving Credit Agreement (as defined therein), the issuing banks
under the Existing Revolving Credit Agreement signatory thereto, and the lenders under the Existing
Revolving Credit Agreement signatory thereto (incorporated by reference to Exhibit 10.1 to CF Industries
Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on November 3, 2016, File No. 001-32597)</td></tr><tr><td>10.47</td><td>Pledge and Security Agreement, dated as of November 21, 2016, among CF Industries Holdings, Inc., CF
Industries, Inc., the Subsidiary Guarantors (as defined therein) party thereto and Morgan Stanley Senior
Funding, Inc., as administrative agent (incorporated by reference to Exhibit 10.1 to CF Industries Holdings,
Inc.’s Current Report on Form 8-K filed with the SEC on November 22, 2016, File No. 001-32597)</td></tr><tr><td>10.48</td><td>364-Day Bridge Credit Agreement, dated as of September 18, 2015, among CF Industries Holdings, Inc., the
borrowers from time to time party thereto, the lenders from time to time party thereto, and Morgan Stanley
Senior Funding, Inc., as administrative agent (incorporated by reference to Exhibit 10.1 to CF Industries
Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on September 23, 2015, File No. 001-32597)</td></tr><tr><td>10.49</td><td>Amendment No. 1, dated as of December 20, 2015, to the 364-Day Bridge Credit Agreement among CF
Industries Holdings, Inc., CF Industries, Inc., the lenders party thereto and Morgan Stanley Senior Funding,
Inc., as administrative agent (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.'s
Current Report on Form 8-K filed with the SEC on December 21, 2015, File No. 001-32597)</td></tr><tr><td>10.50</td><td>Amended and Restated Nitrogen Fertilizer Purchase Agreement, dated December 18, 2015, by and between CF
Industries Nitrogen, LLC and CHS Inc. (incorporated by reference to Exhibit 10.1 to CF Industries
Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on December 18, 2015, File No. 001-32597)*</td></tr><tr><td>12</td><td>Ratio of earnings to fixed charges</td></tr><tr><td>21</td><td>Subsidiaries of the reigstrant</td></tr><tr><td>23</td><td>Consent of KPMG LLP, independent reistered public accounting figrm</td></tr><tr><td>31.1</td><td>Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002</td></tr><tr><td>31.2</td><td>Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002</td></tr><tr><td>32.1</td><td>Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002</td></tr><tr><td>32.2</td><td>Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002</td></tr><tr><td>101</td><td>The following financial information from CF Industries Holdings, Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (1)
Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive (Loss) Income, (3)
Consolidated Balance Sheets, (4) Consolidated Statements of Equity, (5) Consolidated Statements of Cash
Flows and (6) the Notes to Consolidated Financial Statements</td></tr></table> |
9311309_102.pdf | en | Furthermore, our turnover growth can vary according to the level of maturity of our POS, which is a factor affecting our results of operations. The amount of turnover that a POS generates depends on its stage of operation. Generally, turnover is lower at the initial stage of operation, but a new POS generally generates an operating profit within the first year of operation. The turnover of a new POS tends to continue to increase thereafter as the POS gains customer loyalty and market recognition. Turnover growth of the POS will continue to depend on various factors such as the level of customer traffic, quality of management and the growth rate of the local economy.
# Same Store Sales
Our profitability is affected in part by our ability to successfully grow sales at the existing POS that we operate. We measure this growth through evaluating Same Store Sales and Same Store Sales Growth (please see “— Explanation of Same Store Sales Growth” for further details on how these measures are calculated). The following table sets out a breakdown, by geographical segment, of our Same Store Sales Growth for FY2010, FY2011 and 1HFY2012:
<table><tr><td></td><td>FY2010</td><td>FY2011</td><td>1HFY2012</td></tr><tr><td>PRC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>15.2%</td><td>35.2%</td><td>45.3%</td></tr><tr><td>H(1ong K)ong, Macau and Taiwan .......................................</td><td>16.0%</td><td>32.4%</td><td>78.5%</td></tr><tr><td>Overall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>15.6%</td><td>33.8%</td><td>61.9%</td></tr></table>
Note:
(1) Includes self-operated POSi n Hong Kong, Macau and Taiwan only, as POSi n Singapore and Malaysia are all franchised POS.
Although much of our turnover growth in recent years was attributable to the expansion of our POS network, the strong performance of our existing POS on a Same Store Sales basis has also been an important driver for our turnover growth. Our overall Same Store Sales Growth was 33.8% in FY2011 and despite the global economic downturn in 2008 and 2009, our overall Same Store Sales Growth was 15.6% in FY2010. Our Same Store Sales Growth for 1HFY2012 further increased to 61.9%. Our Same Store Sales Growth over FY2010, FY2011 and 1HFY2012 can be partly attributable to our strong promotional activities, which enhance our brand awareness and image in the locations where we operate, and our continuous development and promotion of new and wider range of merchandise, including higher value products to suit market demand. We believe the strength of our customer loyalty programme is a significant factor contributing to our Same Store Sales Growth. Total sales to our customer loyalty programme members in the PRC in our self-operated POS as a percentage of total retail turnover in the PRC has risen from 27.0% for FY2009 to 33.0% for 1HFY2012. For FY2011 and 1HFY2012, over 80% of the top 500 customers (by transaction value) in the PRC were our customer loyalty programme members. Many other factors also influence Same Store Sales including economic conditions, competition, pricing and customer service.
# Maintaining a strong brand image that caters to changing consumer preferences
We derive substantially all of our turnover from sales ofj ewellery products, which depend on the strength of our brand. The strength of our brand is based in part on our long history combined with our reputation for providing trusted high qualityj ewellery with distinctive product designs to a wide range of consumers. We continually develop and promote a wide range ofj ewellery to suit consumer preferences. For example, we produce both traditional and contemporary designs that cater to the needs of customers at all life stages. Although our predominant focus is on the mass luxury segment which we believe has the greatest growth potential in the Greater China region, we also produce high-end luxury products that enable us to meet the demands of wealthy individuals in the region. Our high-end luxury products have also helped us establish our brand as a high-endj ewellery brand which is consistent with our overall marketing and advertising strategy. We have also developed a younger line of products with lower entry prices targeting the younger generation to expand our |
9311309_103.pdf | en | customer base and cultivate a retailer-consumer relationship with a younger generation of consumers. Accordingly, a significant part of our success has been and will continue to depend on our ability to maintain our strong brand image and at the same time continue to design and produce a wide range of qualityj ewellery that meets continually changing consumer preferences.
# Ability to secure steady supplies and manage changes to raw material prices
Our ability to source a steady supply of raw materials is another key factor to our success. The cost of inventories recognised as expenses during the Track Record Period constituted at least 90% of our total cost of goods sold during the respective years. We maintain strong relationships with our existing suppliers due in part to our leadership position in the PRC, scale of operations, solid financial performance, reliable payment history and ability to fulfil our suppliers’ selection or membership criteria. For example, we have been selected as a DTC Sightholder and Select Diamantaire of Rio Tinto. We have been able to renew our raw material supply agreements after they expire. In addition toj ewellery, we sell more than a hundred different watch brands, and have well-established business relationships with reputable watch suppliers, including affiliates of LVMH Group, Richemont Group, Rolex group and Swatch Group. We have been able to source mid- to high-end luxury watches from a number of suppliers on an order-by-order basis since the 1960s.
Changes to raw material prices may also affect our results of operations. Ourj ewellery products are made of precious raw materials such as diamonds, coloured stones, jadeite, pearls, gold and other precious metals that are subject to changes in market prices. However, demand forj ewellery products are consumer driven, and as such, we have generally been able to pass-on raw material price changes to our customers. In addition, for our products made of gold, we use gold loans and bullion forward contracts to hedge against the financial impact of gold price fluctuations. For FY2010 as compared to FY2009, the average gold price increased by 17.0% and our turnover from our sales of gold products increased by 22.5% during the same period. For FY2011 as compared to FY2010, the average gold price increased by 26.8% and our turnover from our sales of gold products increased by 68.3% during FY2011. For 1HFY2012 as compared to 1HFY2011, the average gold price increased by 31.8% and our turnover from our sales of gold products increased by 94.7%.
The selling prices of our jewellery products, and particularly gold products, usually reflect the market price of the raw materials in the products and a relatively stable gross margin percentage for those products. While fluctuations in the price of raw materials could impact the selling prices of our products and our gross profit, we have successfully managed such price fluctuations through various selling strategies in order to maximise our nominal sales and hence our gross profit. In addition, we were able to maintain a relatively stable overall gross margin from approximately 28% to 30% during the Track Record Period due to our ability to adjust our product offerings based on a wide selection of jewellery products, including gem-set jewellery, platinum/karat gold products, gold products and watches.
# Staff compensation costs
Compensation costs represent a significant component of our total costs. As at 30 September 2011, we had more than 25,000 employees and our staff related costs constitute a significant portion of our overall expenses. In FY2009, FY2010, FY2011, 1HFY2011 and 1HFY2012, staff related costs relating to our selling and distribution activities were HK\$762.6 million, HK\$975.3 million, HK\$1,354.2 million, HK\$543.3 million and HK\$978.6 million, respectively, representing 31.3%, 30.5%, 30.8%, 30.9% and 34.2% of our total selling and distribution costs, respectively. The compensation programme for our sales personnel is designed to incentivise our employees to perform well at their respective functions by linking a portion of their compensation to our performance. The exact portion that is linked to our performance would depend on each employee’sj ob function and seniority. On the other hand, staff related costs (including director emoluments) relating to our administrative activities in FY2009, FY2010, FY2011, 1HFY2011 and 1HFY2012, were HK\$313.3 million, HK\$344.5 million, HK\$466.8 million, HK\$208.8 million and HK\$390.9 million, representing 61.6%, 53.6%, 51.2%, 48.3% and 55.1% of our total administrative expenses, respectively. |
11710766_78.pdf | en | bogus though commonplace. But in any case even if we believe that our language is just one game among many, how can this be anything more than a matter of belief? Whether the anthropologist is ‘native’ or ‘western’, is not his/her work of culture precisely an attempt to explain ‘it’ to (and I would also say fabricate it for) us? And are not these ‘profound’ differences in reality effects of genres—literary, film, scholarly—our genres? Even if then there are profound differences, the only ones we can understand are the ones we understand (or think we do). And reflexively or self-critically we now know that the anthro-pologist can be more inventive than the native, or the native can be inventive for the benefit of the anthropologist.59
There is also the question of future generations. It is improbable that humans have the capacity to think seriously beyond the present and the future which is present in that present. One or two generations—children and grandchildren—have traditionally provided some kind of horizon for measuring this present future and this is embedded in the most fundamental device for the purposive coordination of society which is the rules of inheritance. Cryogenics and cloning may come to offer a sci-fi dissolution of this limited time-frame and elongate the present future. Beyond that, we can allow future generations in as virtual pre-sent discussants to speak for their interests, however we try to institutionalise that.60 (In a partly pre-institutional sense, that is what Greenpeace and Friends of the Earth and other groups are trying to do.) But what often gets muddled up here is the distinction between the worlded nature of postmetaphysical thinking and the viability of transposing our traditional language of trusteeship and responsibility from this world to the world of the future and of its inhabitants. This is necessarily an abstract problem (the cultural allegiances of Greenpeace etc often obscure this) and I suspect it can only be formulated technocratically, ie through calculations, statistics, measurements, computer simulations, and, in the end, probabilistically. And at this level the problem is that it’s difficult to do these calculations for ourselves and it’s difficult to choose between alternative calculations and so it’s difficult to have open-ended discussions about what we should do faced with an agenda assembled in this way.61
In response to all this, Luhmann’s position is blunt:
[Habermas’s] theory sides with the human to join the latter in battle against enemy forces. But isn’t this human merely an invention of this theory, merely a veiling of this theory’s self-reference? If he or she were meant as an empirical object (with the name of subject), the theory would have to declare who, then, is meant, for obviously it cannot send five billion humans, who at the same time are living and acting, on a discursive search for good grounds. Not only the length of this process of searching, and the conditions of ‘bounded rationality’, but already the sheer simultaneity of
---
59 Cf, the Writing Cultures debate literature. 60 J Habermas, The Future of Human Nature (Oxford, Polity, 2003). 61 Cf, the debate around B Lomborg, The Skeptical Environmentalist: Measuring the Real State of the World (Cambridge, Cambridge University Press, 2001). |
11710766_79.pdf | en | behaviour would doom such a project. One cannot idealise sociality without taking account of time.62
In other words, the opacity of the problem cannot be redeemed through com-municative rationality, because that solution has no possible foundation in actual communicative situations. It is not just that there is no escape from the distinction between social and psychic systems; it is also the presumption at least that proposals which ignore or bury this problem are doomed to fail. There can, of course, be no proof of this. But why prefer hope to skepticism or circumspection in a world with many possibilities, many of which are ‘sub-optimal’?
# CONCLUSION
One could perhaps describe the race equality agenda as a therapeutic or palliative one at the (national) societal level (and equally this can be regarded as a sub-dimension of a larger pan-European project). The aim is at once to cure or ‘ease’ pathologies and to build a ‘strong’ and healthy societal organism. The assumption is that diversity is to be cherished and that diversity is itself produc-tive. A diverse society is better than a non-diverse, culturally homogenous one. Parekh has some intelligent arguments to support this position (in reality, a more sophisticated position).63 However, who believes this?
I believe it. But I have personal reasons for believing it. That is, in any self-description which I would put into communication, I would offer a selective biography which would explain, if that was demanded, why I ‘personally’ pre-fer to work in a university with students from all over the world (multiethnic, multinational) compared with one where most of the students are from Hertfordshire or Surrey, and most of my colleagues would agree—that is—they would nod assent in an interaction system, although what they really think I do not know. I don’t know if they know. One doesn’t critically test through ‘intro-spection’ whether one believes all the things one assents to in communication. In addition, work is work. Where I live is another matter. What I want or need from where I live is for the most part a quiet environment because I work from home a lot. Certain cultural practices in my immediate environment (neighbours) might not be consistent with that. I may need to make neighbour-related predictions in deciding where to live (along with affordability, space requirements etc). Prejudice is pervasive. Without it ‘personal’ decisions cannot be made.64
---
62 N Luhmann, Theories of Distinction: Redescribing the Descriptions of Modernity (Stanford, Stanford University Press, 2002) 193. 63 B Parekh, Rethinking Multiculturalism: Cultural Diversity and Political Theory (Basingstoke, Palgrave, 2000). 64 TC Schelling, Micromotives and Macrobehaviour (New York, WW Norton, 1978) chapter 4. |
20781193_211.pdf | en | The following benefit payments for BNY Mellon’s pension and healthcare plans, which reflect expected future service as appropriate, are expected to be paid over the next 10 years:
<table><tr><td>Expected benefit payments
(in millions)</td><td>Domestic</td><td> Foreign</td></tr><tr><td>Pension benefits:</td><td></td><td></td></tr><tr><td>Year 2018</td><td>$ 280</td><td> $ 20</td></tr><tr><td>2019</td><td>262</td><td>19</td></tr><tr><td>2020</td><td>260</td><td>19</td></tr><tr><td>2021</td><td>262</td><td>22</td></tr><tr><td>2022</td><td>259</td><td>23</td></tr><tr><td>2023-2027</td><td>1,303</td><td>137</td></tr><tr><td>Total pension benefits</td><td>$ 2,626</td><td> $ 240</td></tr><tr><td>Healthcare benefits:</td><td></td><td></td></tr><tr><td>Year 2018</td><td>$ 13</td><td> $ —</td></tr><tr><td>2019</td><td>13</td><td>—
</td></tr><tr><td>2020</td><td>13</td><td>—
</td></tr><tr><td>2021</td><td>13</td><td>—
</td></tr><tr><td>2022</td><td>12</td><td>—
</td></tr><tr><td>2023-2027</td><td>55</td><td>1</td></tr><tr><td>Total healthcare benefits</td><td>$ 119</td><td> $ 1</td></tr></table>
# Plan contributions
BNY Mellon expects to make cash contributions to fund its defined benefit pension plans in 2018 of \$32 million for the domestic plans and \$22 million for the foreign plans.
BNY Mellon expects to make cash contributions to fund its post-retirement healthcare plans in 2018 of \$13 million for the domestic plans and less than \$1 million for the foreign plans.
# Investment strategy and asset allocation
BNY Mellon is responsible for the administration of various employee pension and healthcare post-retirement benefits plans, both domestically and internationally. The domestic plans are administered by BNY Mellon’s Benefits Administration Committee, a named fiduciary. Subject to the following, at all relevant times, BNY Mellon’s Benefits Investment Committee, another named fiduciary to the domestic plans, is responsible for the investment of plan assets. The Benefits Investment Committee’s responsibilities include the investment of all domestic defined benefit plan assets, as well as the determination of investment options offered to participants in all domestic defined contribution plans. The Benefits Investment Committee conducts periodic reviews of investment performance, asset allocation and investment manager suitability. In addition, the Benefits Investment Committee has oversight of the Regional Governance Committees for the foreign defined benefit plans.
Our investment objective for U.S. and foreign plans is to maximize total return while maintaining a broadly diversified portfolio for the primary purpose of satisfying obligations for future benefit payments.
Equities are the main holding of the plans.
Alternative investments (including private equities) and fixed-income securities provide diversification and, in certain cases, lower the volatility of returns. In general, equity securities and alternative investments within any domestic plan’s portfolio can be maintained in the range of 30% to 70% of total plan assets, fixed-income securities can range from 20% to 50% of plan assets and cash equivalents can be held in amounts ranging from 0% to 5% of plan assets. Actual asset allocation within the approved ranges varies from time to time based on economic conditions (both current and forecast) and the advice of professional advisors.
Our pension assets were invested as follows at Dec. 31, 2017 and Dec. 31, 2016:
<table><tr><td>Asset allocations</td><td colspan="2">Domestic</td><td colspan="2"> Foreign</td></tr><tr><td></td><td>2017</td><td>2016</td><td>2017</td><td>2016</td></tr><tr><td>Equities</td><td>63%</td><td>58%</td><td>51%</td><td>52%</td></tr><tr><td>Fixed income</td><td>33</td><td>36</td><td>33</td><td>29</td></tr><tr><td>Private equities</td><td>1</td><td>1</td><td>—</td><td>—</td></tr><tr><td>Alternative investment</td><td>2</td><td>3</td><td>9</td><td>3</td></tr><tr><td>Real estate</td><td>—</td><td>—</td><td>4</td><td>4</td></tr><tr><td>Cash</td><td>1</td><td>2</td><td>3</td><td>12</td></tr><tr><td>Total pension benefits</td><td>100%</td><td>100%</td><td>100%</td><td>100%</td></tr></table>
We held no The Bank of New York Mellon Corporation stock in our pension plans at Dec. 31, 2017 and Dec. 31, 2016. Assets of the U.S. post-retirement healthcare plan are invested in an insurance contract.
# Fair value measurement of plan assets
In accordance with ASC 715, Compensation - Retirement Benefits, BNY Mellon has established a three-level hierarchy for fair value measurements of its pension plan assets based upon the transparency of inputs to the valuation of an asset as of the measurement date. The valuation hierarchy is consistent with guidance in ASC 820, Fair Value |
20781193_212.pdf | en | Measurement, which is detailed in Note 18 of the Notes to Consolidated Financial Statements.
The following is a description of the valuation methodologies used for assets measured at fair value, as well as the general classification of such assets pursuant to the valuation hierarchy.
# Cash and currency
This category consists primarily of foreign currency balances and is included in Level 1 of the valuation hierarchy. Foreign currency is translated monthly based on current exchange rates.
# Common and preferred stock, exchange-traded funds and mutual funds
These investments include equities, exchange-traded funds and mutual funds and are valued at the closing price reported in the active market in which the individual securities are traded, if available. Where there are no readily available market quotations, we determine fair value primarily based on pricing sources with reasonable levels of price transparency.
# Collective trust funds
Collective trust funds include commingled and U.S. equity funds that have no readily available market quotations. The fair value of the funds is based on the securities in the portfolio, which typically are the amount that the fund might reasonably expect to receive for the securities upon a sale. These funds are valued using observable inputs on either a daily or monthly basis. Collective trust funds are included as Level 2 of the valuation hierarchy.
# Fixed-income investments
Fixed-income investments include U.S. Treasury securities, U.S. government agencies, sovereign government obligations, U.S. corporate bonds and foreign corporate debt funds. U.S. Treasury securities are valued at the closing price reported in the active market in which the individual security is traded and included as Level 1 of the valuation hierarchy. U.S. government agencies, sovereign government obligations, U.S. corporate bonds and foreign corporate debt funds are valued based on quoted prices for comparable securities with similar yields and credit ratings. When quoted prices are not available for identical or similar bonds, the bonds are valued using discounted cash flows that maximize observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks. U.S. government agencies, sovereign government obligations, U.S. corporate bonds and foreign corporate debt funds are primarily included as Level 2 of the valuation hierarchy.
# Other assets measured at NAV
Other assets measured at NAV include funds of funds and venture capital and partnership interests, property funds and other funds. There are no readily available market quotations for these funds. The fair value of the funds of funds is based on NAVs of the funds in the portfolio, which reflects the value of the underlying securities. The fair value of the underlying securities is typically the amount that the fund might reasonably expect to receive upon selling those hard to value or illiquid securities within the portfolios. These funds are either valued on a daily or monthly basis. The fair value of the venture capital and partnership interests is based on the pension plan’s ownership percentage of the fair value of the underlying funds as provided by the fund managers. These funds are typically valued on a quarterly basis. The pension plan’s venture capital and partnership interests are valued at NAV as a practical expedient for fair value. |
3458862_55.pdf | en | Share-Based Compensation. Our share-based compensation plan provides the ability to grant equity awards to our employees, consultants and non-employee directors. As of December 31, 2018, only nonqualified stock options, restricted shares, performance stock and restricted share units had been granted under such plans. The fair value of restricted share grants and restricted share units is based on the closing price of our common stock on the grant date. We values option grants based on the grant date fair value using the Black-Scholes option-pricing model, and we value performance awards with market conditions based on the grant date fair value using a Monte Carlo simulation, both of which require the use of subjective assumptions. We recognize share-based compensation expense on a straight-line basis over the requisite service period for the entire award and makes estimates of employee terminations and forfeiture rates which impacts the amount of compensation expense that is recorded over the requisite service period.
Income Taxes. We are subject to income and other similar taxes in all areas in which we operate. When recording income tax expense, certain estimates are required because: (a) income tax returns are generally filed months after the close of our annual accounting period; (b) tax returns are subject to audit by taxing authorities and audits can often take years to complete and settle; and (c) future events often impact the timing of when we recognize income tax expenses and benefits.
We account for income taxes utilizing the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized as income or expense in the period that includes the enactment date.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. In assessing the likelihood and extent that deferred tax assets will be realized, consideration is given to projected future taxable income and tax planning strategies. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that a portion or all of the deferred tax assets will not be realized.
We have federal, state and international net operating losses ("NOLs") carried forward from tax years ending before January 1, 2018 that will expire in the years 2020 through 2038. Due to U.S. tax reform, any U.S. federal income tax losses incurred for tax years beginning after December 31, 2017 can be carried forward indefinitely with no carry back available. In addition, the taxable losses generated in tax years beginning after December 31, 2017 can only offset 80% of taxable income generated in tax years beginning after December 31, 2018. After considering the scheduled reversal of deferred tax liabilities, projected future taxable income, the potential limitation on use of NOLs under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code") and tax planning strategies, we established a valuation allowance due to the uncertainty regarding the ultimate realization of the deferred tax assets associated with its NOL carryforwards.
As a result of the Chapter 11 Proceeding, on the Plan Effective Date, we believe we experienced an ownership change for purposes of Section 382 of the Code because of its Restructuring Plan. Consequently, our pre-change NOLs are subject to an annual limitation (See Note 14 - Chapter 11 Proceeding and Emergence for additional information, including definitions of capitalized defined terms, about the Chapter 11 Proceeding and emergence from the Chapter 11 Proceeding). The ownership change and resulting annual limitation on use of NOLs are not expected to result in the expiration of our NOL carryforwards if we are able to generate sufficient future taxable income within the carryforward periods. However, the limitation on the amount of NOLs available to offset taxable income in a specific year may result in the payment of income taxes before all NOLs have been utilized. Additionally, a subsequent ownership change may result in further limitation on the ability to utilize existing NOLs and other tax attributes, which could cause our pre-change NOL carryforwards to expire unused.
We recognize the financial statement effects of a tax position when it is more-likely-than-not, based on the technical merits, that the position will be sustained upon examination. A tax position that meets the more-likely-than-not recognition threshold is measured as the largest amount of tax benefit that is greater than 50.0% likely of being realized upon ultimate settlement with a taxing authority. Previously recognized uncertain tax positions are reversed in the first period in which it is more-likely-than-not that the tax position would be sustained upon examination. Income tax related interest and penalties, if applicable, are recorded as a component of the provision for income tax expense. For the year ended December 31, 2018, we have an unrecognized tax benefit of \$6.0 million related to an increase in the estimate of the reserve for unrecognized tax benefits relating to our uncertain tax positions, which is netted against our net operating loss carryforwards. The unrecognized tax benefit, or UTB, is related to a deduction for certain fees that were paid using shares of our common stock as part of the January 7, 2017 plan of reorganization. The recorded unrecognized tax benefit is equal to our estimate of the portion of the tax benefit that is less than 50% likely to be realized upon ultimate settlement with a taxing |
3458862_56.pdf | en | authority.
# Recent Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU No. 2016-02 seeks to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and by disclosing key information about leasing arrangements. Unlike current U.S. GAAP, which requires only capital leases to be recognized on the balance sheet, ASU No. 2016-02 will require both operating and finance leases to be recognized on the balance sheet. Additionally, the new guidance will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements.
The amendments in ASU No. 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early application is permitted. We adopted this new accounting standard on January 1, 2019 using the modified retrospective approach. Under this transition method, leases existing at, or entered into after the adoption date are required to be recognized and measured. We have elected to use the effective date as its date of initial application, consequently prior period amounts have not been adjusted and continue to be reflected in accordance with historical accounting. We elected the package of practical expedients which permits us to not reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We have also elected the practical expedient to combine the lease and non-lease components of a contract for all of our contracts, as well as the short-term lease recognition exemption.
The adoption of this standard will result in the initial recognition of approximately \$25.0 million to \$28.0 million of right-of-use assets and operating lease liabilities, with no related impact to consolidated stockholders' equity or net income (loss).
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends U.S. GAAP by introducing a new impairment model for financial instruments that is based on expected credit losses rather than incurred credit losses. The new impairment model applies to most financial assets, including trade accounts receivable. The amendments in ASU 2016-13 are effective for interim and annual reporting periods beginning after December 15, 2019, although it may be adopted one year earlier, and requires a modified retrospective transition approach. We are currently evaluating the impact this standard will have on our results of operations and financial position.
In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16"), which requires an entity to recognize the income tax consequences of an intra-entity asset transfer, other than an intra-entity asset transfer of inventory, when the transfer occurs. The ASU is effective for the interim and annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years, and early application is permitted. We adopted this new accounting standard on January 1, 2018, and upon adoption recognized a cumulative effect adjustment as a reduction to retained earnings of \$13.2 million.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"), which establishes a one-step process for testing goodwill for impairment. This ASU is effective for the interim and annual reporting periods beginning after December 15, 2019 and early adoption is permitted. We early adopted this new accounting standard on January 1, 2018 and there no impact on our consolidated financial statements upon adoption. As part of our annual impairment assessment of goodwill during the fourth quarter of 2018, we applied this new accounting standard and recognized an impairment charge of \$146.0 million for the year ended December 31, 2018.
In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Ef ects from Accumulated Other Comprehensive Income ("ASU 2018-02"), which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act and requires certain disclosures about stranded tax effects. This ASU is effective for the interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.
In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staf Accounting Bulletin No. 118, ("ASU 2018-05"), which provides guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the Tax Act) pursuant to Staff Accounting Bulletin No. 18, which allows companies to |
20787812_80.pdf | en | <table><tr><td rowspan="2"></td><td rowspan="2">Note</td><td>2017</td><td>2016</td></tr><tr><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Turnover</td><td>4</td><td>2,005,308</td><td>1,400,827</td></tr><tr><td>Cost of sales</td><td></td><td>(1,114,934)</td><td>(974,095)</td></tr><tr><td>Gross profit</td><td></td><td>890,374</td><td>426,732</td></tr><tr><td>Other income</td><td>5</td><td>453</td><td>143</td></tr><tr><td>Change in fair value of investment properties</td><td>13</td><td>–</td><td>5,938</td></tr><tr><td>Selling and distribution expenses</td><td></td><td>(53,111)</td><td>(67,764)</td></tr><tr><td>Administrative expenses</td><td></td><td>(48,480)</td><td>(74,638)</td></tr><tr><td>Other expenses</td><td>5</td><td>(140)</td><td>(7,003)</td></tr><tr><td>Operating profit</td><td></td><td>789,096</td><td>283,408</td></tr><tr><td>Finance income</td><td></td><td>8,967</td><td>1,128</td></tr><tr><td>Finance costs</td><td></td><td>(17,231)</td><td>(53,126)</td></tr><tr><td>Net finance costs</td><td>6(a)</td><td>(8,264)</td><td>(51,998)</td></tr><tr><td>Profit before taxation</td><td></td><td>780,832</td><td>231,410</td></tr><tr><td>Income tax</td><td>7</td><td>(521,320)</td><td>(183,366)</td></tr><tr><td>Profit for the year</td><td></td><td>259,512</td><td>48,044</td></tr><tr><td>Attributable to:</td><td></td><td></td><td></td></tr><tr><td>Equity shareholders of the Company</td><td></td><td>251,181</td><td>65,012</td></tr><tr><td>Non-controlling interests</td><td></td><td>8,331</td><td>(16,968)</td></tr><tr><td>Profit for the year</td><td></td><td>259,512</td><td>48,044</td></tr></table>
The notes on page 86 to 171 form part of these financial statements. |
20787812_81.pdf | en | <table><tr><td></td><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>Note</td><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Earnings per share</td><td></td><td></td><td></td></tr><tr><td>Basic and diluted (RMB)</td><td>11</td><td>0.84</td><td>0.25</td></tr><tr><td>Profit for the year</td><td></td><td>259,512</td><td>48,044</td></tr><tr><td>Other comprehensive income</td><td>10</td><td></td><td></td></tr><tr><td>Item that may be reclassified subsequently to
profit or loss</td><td></td><td></td><td></td></tr><tr><td>Income from changes in fair value of
available-for-sale financial assets</td><td></td><td>1,749</td><td>–</td></tr><tr><td>Item that will not be reclassified subsequently to
profit or loss</td><td></td><td></td><td></td></tr><tr><td>Exchange differences on translation of
financial statements of the Company</td><td></td><td>(15,232)</td><td>8,575</td></tr><tr><td>Other comprehensive income for the year</td><td></td><td>(13,483)</td><td>8,575</td></tr><tr><td>Total comprehensive income for the year</td><td></td><td>246,029</td><td>56,619</td></tr><tr><td>Attributable to:</td><td></td><td></td><td></td></tr><tr><td>Equity shareholders of the Company</td><td></td><td>237,698</td><td>73,587</td></tr><tr><td>Non-controlling interest</td><td></td><td>8,331</td><td>(16,968)</td></tr><tr><td>Total comprehensive income for the year</td><td></td><td>246,029</td><td>56,619</td></tr></table>
The notes on page 86 to 171 form part of these financial statements. |
11744505_21.pdf | en | where \( \rho _ { 0 } = 0 . 1 7 \)\( \mathrm { f m ^ { - 3 } } \) is the empirical saturation density of symmetric nuclear matter. We have separated explicitly the kinetic contribution, \( K / A = 3 k _ { F } ^ { 2 } / 2 0 m \), from the potential terms. Coefficients of this parametrization are shown in II.
<table><tr><td rowspan="2"></td><td>a</td><td>b</td><td>α</td><td>β</td></tr><tr><td>( MeV )</td><td> ( MeV )</td><td></td><td></td></tr><tr><td>AV18</td><td>5.6520</td><td>−28.701</td><td>1.97</td><td>0.83</td></tr><tr><td>Paris</td><td>5.7215</td><td>−28.727</td><td>1.97</td><td>0.87</td></tr><tr><td>N3LO2N</td><td>98.155</td><td>−122.14</td><td>1.13</td><td>1.03</td></tr><tr><td>\( \mathbf { \delta } \) 3 \( _ { \cdot } \)\( \mathbf { ) } _ { \mathbf { \Phi } ) } \) +N2LO3N</td><td>17.767</td><td>−36.815</td><td>1.50</td><td>0.90</td></tr></table>
TABLE II. Fit coefficients for the energy per neutron, \( B / A \), following Eq. (22).
# IV. SUMMARY AND CONCLUSION
Within the BHF approach for pure neutron matter at zero temperature, we have in-vestigated di–neutron structures with emphasis placed on the low–density regime. We have calculated self–consistent sp potentials at Fermi momenta up to 2−3 \( \mathrm { f m ^ { - 1 } } \) using the continu-ous choice, restricting the system to a normal (nonsuperfluid) state. We have used AV18 and Paris internucleon potential, in addition to chiral \( \mathrm { N 3 L O } _ { 2 N } \) 2NF as well as \( \mathrm { N 3 L O } _ { 2 N } \mathrm { + N 2 L O } _ { 3 N } \) 3NF. Explicit account for di–neutron bound states is made in the \( { } ^ { 1 } \mathrm { S } _ { 0 } \) channel for the eval-uation of the mass operator during self–consistent searches of the sp potential.
The resulting sp solutions from each of the potentials considered in this work are in fair agreement with those found elsewhere [27, 33, 47–49]. The major conclusion of our work is that di–neutron bound states appear in the BHF approach in the \( { } ^ { 1 } \mathrm { S } _ { 0 } \) channel independently of the Hamiltonian that is used to model neutron interactions. In terms of the Fermi momentum, di–neutrons appear in the regime \( 0 . 0 6 \lesssim k _ { F } \lesssim 1 . 0 5 \)\( \mathrm { f m } ^ { - 1 } \) and are loosely bound, by less than 700 keV. The density dependence of their binding energy is very close for all interactions, which indicates a dominance of many–body correlations in di–neutron formation. In particular, because they appear at low densities, di–neutrons do not seem to be affected by 3NF. More indicative, these bound states form at densities where neutron effective masses become larger than the bare mass. Furthermore, the size of these bound states can get as high as ∼ 100 fm. In contrast to isospin–symmetric nuclear |
11744505_22.pdf | en | matter, solutions for the sp spectra do not exhibit coexisting phases [12], mainly due to the fact that \( \mathrm { ^ { 3 } S D _ { 1 } } \) channel is fully suppressed in pure neutron matter. A recent study[50] addressing neutronic and symmetric nuclear matter, considering modern realistic NN interactions, confirms the robustness of theses findings.
The study of nuclear matter, even on its simplest nonrelativistic form, is an exceedingly difficult problem involving various scenarios in density, isospin asymmetry and temperature. On top of that, the emergence of superfluidity, superconductivity and clusterization multiply the physical scenarios under which matter can evolve when confined. The study we have presented is just a first step towards ab initio clusterization studies, going beyond traditional calculations in this context which are based on a variety of phenomenological approximations. In turn, these calculations can provide guidance on clustering in isospin–rich systems.
We can foresee a variety of extension of this work, both at the phenomenological and at the more theoretical level. Within this very same framework, we would like to study the melting of di–neutrons as temperature effects switch on. The extension to isospin asymmetric systems is of relevance for neutron–star matter, but also in the context of nuclear structure and the isospin dependence of clustering correlations. The competition between pairing and bound states in neutron matter is relevant for BEC–BCS studies, and the BHF approach is perfectly suited to provide quantitative guidance on this subject. Finally, it would be interesting to use other many–body techniques to establish firmly the existence of di–neutron bound states in isospin–rich nuclear systems.
# ACKNOWLEDGMENTS
H.F.A. acknowledges partial funding from FONDECYT under grant No 1120396. F.I. thanks funding from CONICYT under contract No. 221320081. This work was supported in part by STFC through Grants ST/I005528/1, ST/J000051/1 and ST/L005816/1. Partial support comes from “NewCompStar”, COST Action MP1304. F.I. thanks the hospitality of colleagues of the University of Surrey, UK, where part of this work took place.
[1] F. Kobayashi and Y. Kanada-En’yo, Phys. Rev. C 88, 034321 (2013).
[2] A. Spyrou, Z. Kohley, T. Baumann, D. Bazin, B. A. Brown, G. Christian, P. A. DeYoung, J. E. Finck, N. Frank, E. Lunderberg, S. Mosby, W. A. Peters, A. Schiller, J. K. Smith, J. Snyder, M. J. Strongman, M. Thoennessen, and A. Volya, Phys. Rev. Lett. 108., 102501 (2012) |
7507369_2.pdf | en | # CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 30 June 2020
<table><tr><td rowspan="3"></td><td rowspan="3">Notes</td><td>As at
30 June
2020</td><td>As at
31 December
2019</td></tr><tr><td>RMB’000</td><td>RMB’000</td></tr><tr><td>(Unaudited)</td><td>(Audited)</td></tr><tr><td>NON-CURRENT ASSETS</td><td></td><td></td><td></td></tr><tr><td>Property, lipant and equpment</td><td>11</td><td>7,802,823</td><td>8,077,172</td></tr><tr><td>Quarry</td><td>12</td><td>936,682</td><td>964,761</td></tr><tr><td>Rihfgt-o-use assets</td><td></td><td>809,310</td><td>819,682</td></tr><tr><td>Investment properties</td><td></td><td>121,067</td><td>82,420</td></tr><tr><td>Goodwill</td><td></td><td>554,241</td><td>554,241</td></tr><tr><td>Other intaniblge assets</td><td></td><td>4,305</td><td>3,571</td></tr><tr><td>Interests in joint ventures</td><td></td><td>60,730</td><td>56,491</td></tr><tr><td>Interests in associates</td><td></td><td>722,014</td><td>725,122</td></tr><tr><td>Restricted bank deposits</td><td></td><td>3,428</td><td>–</td></tr><tr><td>Deferred tax assets</td><td></td><td>97,574</td><td>82,222</td></tr><tr><td></td><td></td><td>11,112,174</td><td>11,365,682</td></tr><tr><td>CURRENT ASSETS</td><td></td><td></td><td></td></tr><tr><td>Inventories</td><td>13</td><td>726,255</td><td>674,380</td></tr><tr><td>Trade and other receivables</td><td>14</td><td>2,366,684</td><td>3,962,640</td></tr><tr><td>Amount due from an associate</td><td></td><td>10,052</td><td>15,959</td></tr><tr><td>Amount due from a joint venture</td><td></td><td>5,005</td><td>10,014</td></tr><tr><td>Restricted bank deposits</td><td></td><td>9,854</td><td>14,503</td></tr><tr><td>Bank balances and cash</td><td></td><td>9,156,644</td><td>7,942,576</td></tr><tr><td></td><td></td><td>12,274,494</td><td>12,620,072</td></tr><tr><td>CURRENT LIABILITIES</td><td></td><td></td><td></td></tr><tr><td>Trade and other payables</td><td>15</td><td>1,246,115</td><td>2,174,123</td></tr><tr><td>Amount due to a joint venture</td><td></td><td>18,102</td><td>5,563</td></tr><tr><td>Tax payables</td><td></td><td>152,365</td><td>555,414</td></tr><tr><td>Borrowings – due within one year</td><td></td><td>4,591,785</td><td>4,770,215</td></tr><tr><td>Lease Liabilities</td><td></td><td>5,639</td><td>4,512</td></tr><tr><td>Contract Liabilities</td><td>16</td><td>184,755</td><td>185,525</td></tr><tr><td></td><td></td><td>6,198,761</td><td>7,695,352</td></tr><tr><td>NET CURRENT ASSETS</td><td></td><td>6,075,733</td><td>4,924,720</td></tr><tr><td>TOTAL ASSETS LESS CURRENT LIABILITIES</td><td></td><td>17,187,907</td><td>16,290,402</td></tr></table> |
7507369_3.pdf | en | <table><tr><td rowspan="3"></td><td rowspan="2">Notes</td><td>As at
30 June
2020</td><td>As at
31 December
2019</td></tr><tr><td>RMB’000</td><td>RMB’000</td></tr><tr><td></td><td>(Unaudited)</td><td>(Audited)</td></tr><tr><td>NON-CURRENT LIABILITIES</td><td></td><td></td><td></td></tr><tr><td>Borrowings – due after one year</td><td></td><td>2,295,273</td><td>1,444,094</td></tr><tr><td>Deferred tax liabilities</td><td></td><td>58,483</td><td>70,555</td></tr><tr><td>Lease Liabilities</td><td></td><td>102,624</td><td>96,025</td></tr><tr><td>Provision for environmental restoration</td><td></td><td>41,095</td><td>36,734</td></tr><tr><td></td><td></td><td>2,497,475</td><td>1,647,408</td></tr><tr><td>NET ASSETS</td><td></td><td>14,690,432</td><td>14,642,994</td></tr><tr><td>CAPITAL AND RESERVES</td><td></td><td></td><td></td></tr><tr><td>Share cailpta</td><td>17</td><td>140,390</td><td>140,390</td></tr><tr><td>Share premium and reserves</td><td></td><td>14,218,399</td><td>14,123,411</td></tr><tr><td>Equity attributable to owners of the Company</td><td></td><td>14,358,789</td><td>14,263,801</td></tr><tr><td>Non-controlling interests</td><td></td><td>331,634</td><td>379,193</td></tr><tr><td>TOTAL EQUITY</td><td></td><td>14,690,432</td><td>14,642,994</td></tr></table> |
20746028_2.pdf | en | Recent models for the evolution of super-Chandrasekhar mass carbon-oxygen white dwarf merger remnants by Schwab et al.8 match the properties of WS35 remarkably well. Not only does their fiducial model fit the Hertzsprung-Russell diagram position of WS35 (Fig. 3). They also predict an extended episode of extreme mass loss during and shortly after the merger event in an expanded cool supergiant stage which will form a slowly-expanding hydrogen- and helium-free circumstellar nebula with an expansion velocity of about 100 \( \mathrm { k m \, s ^ { - 1 } } \). After the settling of the post-merger prod-uct in a hot and compact stage, its ultraviolet emission ionizes the surrounding nebula. Its current∼ 100 times faster wind sweeps the preceding slow material into a shell, which appears inside the density-bounded H II region, which forms the diffuse halo (see Fig. 1). The expected hydrogen-and helium-free composition of the nebula and the high temperature of its central star (leading to triple ionization of oxygen) suggest that no optical nebular lines form and that the observed mid-infrared emission from the nebula is dominated by the [O IV] 25.89 \( \mu \) m and [Ne V] 14.32 and 24.32 \( \mu \) m lines (cf. ref.22). This naturally explains why the nebula WS35 does neither appear in the IPHAS image nor in our long-slit spectrum.
The merging white dwarf scenario also addresses the major puzzle about WS35, namely the extreme width of its emission lines. A velocity of 16, 000 \( | \, \mathrm { k m \, s ^ { - 1 } } \) exceeds the stellar escape speed about 10 times, and is typical for supernovae but so far unheard of for radiation driven winds. Pure radiation driving is in fact excluded, since the wind’s kinetic energy flux exceeds the total radiative luminosity of the star by a factor of two (Methods). The extreme velocity can, however, be explained in the framework of rotating magnetic wind models. Poe et al.23 find that a rigidly co-rotating magnetic field can enhance the speed and mass outflow rate of radiation driven winds by more than a factor of three, at the cost of the star’s rotational energy. We find that a co-rotation speed of 16, 000 \( \mathrm { k m \, s ^ { - 1 } } \) at the Alfve´n point in WS35, where the inertia force starts to dominate over the magnetic forces24, requires an Alfve´n radius of about 10 stellar radii \( \sim 1 . 5 ~ \mathrm { R } _ { \odot } ) \)), which is achieved with a magnetic field strength of \( \sim 1 0 ^ { 8 } \) G. Since the whole post-merger evolution is expected to last ∼ 20, 000 yr (ref.8), it is plausible that the corresponding magnetic torques have not yet spun down WS35.
The generation of a strong magnetic field is indeed expected in stellar mergers25. 3D magneto-hydrodynamical models of white dwarf mergers find a magnetization of the merger product of \( 2 \times 1 0 ^ { 8 } \) G (ref.9). This compares to the peak of the B-field distribution of magnetic white dwarfs of several \( 1 0 ^ { 7 } \) G (ref.26). The observations that the mean mass of magnetic white dwarfs is signif-icantly higher than that of non-magnetic ones, and that nearly none of the known magnetic white dwarfs have a companion star provide strong evidence for magnetic field generation by white dwarf merging26.
Adopting the escape velocity from the expanded merger remnant of ∼ 100 \( \mathrm { k m \, s ^ { - 1 } } \)(cf. ref.7) and given the angular radius of the nebula of 1.6 pc, we derive an expansion age of ∼ 16, 000 yr for WS35. Together with the high temperature of the central star, this indicates that WS35 is close to the endpoint of its post-merger evolution. Since WS35 is more luminous than the \( 1 . 4 9 \, \mathbf { M } _ { \odot } \) model of Schwab et al.8, it appears likely that its mass also exceeds the Chandrasekhar limit, with the exciting perspective that it will produce a low-mass neutron star in the near future, accompanied |
20746028_3.pdf | en | by a high-energy transient and a fast evolving supernova11. It is also likely that the inner shell of the circumstellar nebula will persist until the explosion and, given the expected low mass of supernova ejecta, will affect the appearance of the supernova remnant ∼ 100 yr after explosion.
The merging of two stars in a binary system is not a rare event. About 10 per cent of the massive main sequence stars are thought to be merger products27, as well as a similar fraction of the known white dwarfs28. The very unusual wind of WS35 strongly supports the idea that stellar mergers can indeed produce highly magnetized stars, which would explain the magnetic stars of the upper main sequence29 and the formation of the magnetic white dwarfs26. Our results also enlighten the ongoing debate on whether a super-Chandrasekhar mass merger of two carbon-oxygen white dwarfs leads to a Type Ia supernova. Here, WS35 appears to provide a counter example, which will likely produce a neutrino-flash and a gamma-ray burst30, followed by a very fast and subluminous Type Ic supernova11.
# Bibliography
1. Hulse, R. A. & Taylor, J. H. Discovery of a pulsar in a binary system. Astrophys. J. 195, L51–L53 (1975).
2. Abbott, B. P. et al. Observation of gravitational waves from a binary black hole merger. Phys. Rev. Lett. 116, 061102 (2016).
3. Abbott, B. P. et al. Gravitational waves and gamma-rays from a binary neutron star merger: GW170817 and GRB 170817A. Astrophys. J. 848, L13 (2017).
4. Iben, I. & Tutukov, A. V. Supernovae of type I as end products of the evolution of binaries with components of moderate initial mass (M not greater than about 9 solar masses). Astron. Astrophys. Supp. 54, 335–372 (1984).
5. Pakmor, R., et al. Violent mergers of nearly equal-mass white dwarf as progenitors of sublu-minous Type Ia supernovae, Astron. Astrophys. 528, A117 (2011).
6. Saio, H. & Nomoto, K. Off-center carbon ignition in rapidly rotating, accreting carbon-oxygen white dwarfs. Astrophys. J. 615, 444–449 (2004).
7. Shen, K. J., Bildsten, L., Kasen, D. & Quataert, E. The long-term evolution of double white dwarf mergers. Astrophys. J. 748, 35 (2012).
8. Schwab, J., Quataert, E. & Kasen, D. The evolution and fate of super-Chandrasekhar mass white dwarf merger remnants. Mon. Not. R. Astron. Soc. 463, 3461–3475 (2016).
9. Ji, S. et al. The post-merger magnetized evolution of white dwarf binaries: The double-degenerate channel of sub-Chandrasekhar Type Ia supernovae and the formation of magne-tized white dwarfs. Astrophys. J. 773, 136–149 (2013). |
20756527_49.pdf | en | In this prospectus, unless the context otherwise requires, the following expressions have the following meanings.
<table><tr><td>“2016 Decision”</td><td> the Decision of the Standing Committee of the NPC on
Amending the Private Schools Promotion Law (全國人民代
表大會常務委員會關於修改<中華人民共和國民辦教育促進
法>的決定), which was promulgated on November 7, 2016,
and came into force on September 1, 2017</td></tr><tr><td>“2021 Imlpementation Rules”</td><td> the Imlipementaton Rules for the Law for Promoting Private
Education of the PRC (《中華人民共和國民辦教育促進法
實施條例》), which was promulgated by the State Council
on May 14, 2021 and will take effect from September 1,
2021</td></tr><tr><td>“affiliate(s)”</td><td> with respect to any specific person, any other person,
directly or indirectly, controlling or controlled by or under
direct or indirect common control with such specified
person</td></tr><tr><td>“AliiFppcaton orm(s)”</td><td>WHITE alifppcation orm(s), YELLOW aliippcaton form(s)
and GREEN alifppcation orm(s), or where the context so
requires, any one of them, in relation to the Hong Kong
Public Offering</td></tr><tr><td>“Articles of Association” or
“Articles”</td><td>the amended and restated articles of association of our
Company conditionally adopted on June 23, 2021 and
effective upon the Listing Date and as amended from time to
time, a summary of which is set out in Appendix IV to this
prospectus</td></tr><tr><td>“associate(s)”</td><td> has the meaning ascribed to it under the Listing Rules</td></tr><tr><td>“Board” or “Board of Directors”</td><td> the board of Directors</td></tr><tr><td>“BPPE”</td><td> California Bureau for Private Postsecondary Education, a
unit of the California Department of Consumer Affairs in
charge of regulation of private postsecondary educational
institutions operating in the State of California, the United
States</td></tr><tr><td>“Business Cooperation Agreement”</td><td> the business cooperation agreement entered into by and
among Lingnan WFOE, the PRC Affiliated Entities and the
Reistered Shareholders dated November 21, 2020g</td></tr></table> |
20756527_50.pdf | en | <table><tr><td>“Business Day” or “business day”</td><td> a day on which banks in Hong Kong are generally open for
business to the public and which is not a Saturday, Sunday
or public holiday in Hong Kong</td></tr><tr><td>“BVI”</td><td> the British Virilgn Isands</td></tr><tr><td>“Caiiptalzation Issue”</td><td> the issue of Shares uipon caiptalzation of certain sums
standing to the credit of the share premium account of our
Company as set out in “A. Further Information about Our
Company — 4. Written Resolutions of the Then
Shareholders Passed on June 23, 2021” in Appendix V to
this prospectus</td></tr><tr><td>“CCASS”</td><td> the Central Clearing and Settlement System established and
operated by HKSCC</td></tr><tr><td>“CCASS Clearing Participant”</td><td> a person admitted to participate in CCASS as a direct
clearing participant or general clearing participant</td></tr><tr><td>“CCASS Custodian Participant”</td><td> a person admitted to participate in CCASS as a custodian
participant</td></tr><tr><td>“CCASS Investor Participant”</td><td> a person admitted to participate in CCASS as an investor
participant who may be an individual orj oint individuals or
a corporation</td></tr><tr><td>“CCASS Participant”</td><td> a CCASS Clearing Participant, or a CCASS Custodian
Participant or a CCASS Investor Participant</td></tr><tr><td>“Chi na” or“PRC”</td><td> the Peolbipe’s Relpuc of China excluding for the purpose of
this prospectus, Hong Kong, the Macau Special
Administrative Reion and Taigwan</td></tr><tr><td>“China Foreign Education”</td><td> China Foreign Education Limited, a limited liability
company incorporated under the laws of the BVI on August
9, 2018 and is wholly owned by Ms. He Huifen, and is one
of our Controlling Shareholders</td></tr><tr><td>“Co-manager”</td><td> the co-manager as named in the section headed “Directors
and Parties Involved in the Global Offering”</td></tr><tr><td>“Companies Act” or “Cayman
Companies Act”</td><td>the Companies Act, Cap. 22 (Act 3 of 1961, as combined
and revised) of the Cayman Islands</td></tr></table> |
20742916_3.pdf | en | “window potential” of a chosen functional form. The form of this potential is given by:
\[ W _ { i } ( s ) = \left\{ \begin{array} { l l } { \infty , \qquad s < s _ { i } ^ { \mathrm { m i n } } } & { } \\ { 0 , \qquad s _ { i } ^ { \mathrm { m i n } } < s < s _ { i } ^ { \mathrm { m a x } } } & { } \\ { \infty , \qquad s > s _ { i } ^ { \mathrm { m a x } } } & { } \end{array} \right. \qquad ( 7 ) \]
where \( s _ { i } ^ { \mathrm { m i n } } \) and \( s _ { i } ^ { \mathrm { m a x } } \) are the limits that define the range of s for the i-th window. Within each “window” of s, a probability distribution \( p _ { i } ( s ) \) is calculated in the simu-lation. The window potential width, \( \Delta s \equiv s _ { i } ^ { \mathrm { m a x } } - s _ { i } ^ { \mathrm { m i n } } \), is chosen to be sufficiently small that the variation in F does not exceed a few \( k _ { \mathrm { B } } T \). Adjacent windows overlap, and the SCH algorithm uses the \( p _ { i } ( s ) \) histograms to re-construct the unbiased distribution, \( \mathcal { P } ( s ) \). The details of the histogram reconstruction algorithm are given in Ref. 46. A description for an application to a physical system comparable to that studied here is presented in Ref. 32.
Polymer configurations were generated carrying out single-monomer moves using a combination of trans-lational displacements and crankshaft rotations. The trial moves were accepted with a probability \( \begin{array} { r l } { p _ { \mathrm { a c c } } } & { { } = } \end{array} \)\( \operatorname* { m i n } ( 1 , e ^ { - \Delta E / k _ { \mathrm { B } } T } ) \), where \( \Delta F \) is the energy difference be-tween the trial and current states. Initial polymer con-figurations were generated such that s was within the allowed range for a given window potential. Prior to data sampling, the system was equilibrated. As an il-lustration, for a \( N \) = 121 polymer chain, the system was equilibrated for typically \( \sim \mathrm { 1 0 ^ { 7 } } \) MC cycles, following which a production run of \( \sim 1 0 ^ { 8 } \) MC cycles was carried out. During each MC cycle a move for each monomer is attempted once, on average.
The windows are chosen to overlap with half of the adjacent window, such that \( s _ { i } ^ { \mathrm { m a x } } = s _ { i + 2 } ^ { \mathrm { m i n } } \). The window width was typically \( \Delta s \, = \, \sigma \). Thus, a calculation for \( N \)= 121, where the translocation coordinate spans a range of \( s \, \in \, [ 0 , 1 2 0 ] \), required separate simulations for 239 different window potentials. For each simulation, individual probability histograms were constructed using the binning technique with 10 bins per histogram.
The free energy functions obtained from the MC sim-ulations were used with the procedure summarized in Sec. III to study the translocation dynamics under the as-sumption that conformational quasi-equilibrium is main-tained during the process. The translocation probability \( \mathcal { W } ( s , t ; s _ { 0 } , 0 ) \) was determined by solving Eq. (1) for a cho-sen value of \( s _ { 0 } \). Typically, we used \( s _ { 0 } = L / ( 2 \sigma ) \), at which point the first monomer isj ust on the verge of exiting the pore into the cavity. The equation was solved using standard numerical methods with a “spatial” grid size of \( \Delta s \) = 0.01 and a time increment of \( \Delta t = 0 . 0 0 2 \mathcal { D } ^ { - 1 } \). The distribution \( P ( \tau ) \) was calculated using Eq. (3), where a standard five-point method was used to evaluate the derivatives in Eq. (2). The translocation probability, \( p _ { b } \), and mean first passage time, \( \langle \tau \rangle \), were calculated by nu-merical integration of Eqs. (4) and (6), respectively, using Simpson’s rule.
In the results presented below, quantities of length are measured in units of \( \sigma \), energy in units of \( k _ { \mathrm { B } } T \), force in units of \( k _ { \mathrm { B } } T / \sigma \) and time in units of \( \mathcal { D } ^ { - 1 } \).
# V. RESULTS
We consider first the case of spherical cavities in the absence of a driving force or adsorption potential, i.e. \( r \) = 1, \( f _ { \mathrm { d } } \, = \, 0 \) and \( \epsilon \) = 0. Figure 2 shows free energy functions for cavity volumes of V =150, 250 and 500, each for polymer lengths ranging from N=31 to N=141. As expected, the free energy cost of confining the polymer in the cavity increases as the confinement volume decreases. In addition, the curves all have positive curvature every-where except at near the upper and lower bounds. This indicates that free energy cost of inserting each monomer into the cavity increases as the number (and hence den-sity) of monomers inside increases. This feature is con-sistent with results from previous MC studies27,32,33 and theoretical studies16,26 that explicitly account for repul-sion between monomers, in contrast to the case for ideal polymers.15 Another noteworthy feature is the strong de-gree of overlap between the curves for different N and the same V . Thus, the free energy cost of transferring one monomer from the outside to the inside of the cavity de-pends approximately only on the density of monomers in the cavity. Deviations from this trend are evident where F dips abruptly near \( s = N - \) 1.
FIG. 2. Free energy functions for several different polymer lengths for a cavity aspect ratio of \( r \) = 1. Results for three different cavity volumes are shown.
To provide a quantitative analysis of the free en-ergy functions, we employ a standard scaling theory approach.23 We first recall that the standard form of the entropic free energy barrier for translocation of a polymer through a narrow pore in a flat wall of negligible thick-ness is \( F _ { 0 } / k T = ( 1 - \lambda ) \ln [ m ( N - m ) ] \), where m segments lie on one side of the pore, and \( N - m \) lie on the other |
20742916_4.pdf | en | and where \( \lambda \) = 0.69 is a critical exponent.1 This expres-sion can easily be modified to account for the case of a channel in a wall of finite thickness.45 To account for the effect of confinement of the monomers inside the cavity, we consider the case where this part of the polymer is in the semi-dilute regime. Here, the confined portion of the polymer can be viewed as a collection \( n _ { \mathrm { t } } \) blobs, each of size \( \xi \sim \sigma \phi ^ { \nu / ( 1 - 3 \nu ) } \), where \( \nu \) is the Flory exponent. It is easily shown that the confinement free energy scales as23 \( \Delta F _ { \mathrm { c } } / k T = n _ { \mathrm { b } } \approx ( V / \sigma ^ { 3 } ) ^ { - 1 / ( 3 \nu - 1 ) } m ^ { 3 \nu / ( 3 \nu - 1 ) } \), where m is the number of monomers in the cavity. For a finite length nanochannel that is spanned by an average of \( n _ { \mathrm { p } } \) bonds, we note that \( m = s - n _ { \mathrm { p } } / 2 \). For the pore length \( L \) = 1.3 used here, we estimate \( n _ { \mathrm { p } } \, = \, 2 \) when the pore is filled. Thus, the total free energy, F, is expected to satisfy
\[ ( F - F _ { 0 } ) / k T \approx ( V / \sigma ^ { 3 } ) ^ { - 1 . 2 5 } ( s - n _ { \mathrm { p } } / 2 ) ^ { 2 . 2 5 } , \qquad ( 8 ) \]
where we have used \( \nu \) =35. This approximation is valid when \( n _ { \mathrm { p } } / 2 \, < \, s \, < \, N \, - \, 1 \, - \, n _ { \mathrm { p } } / 2 \). Over most of the range of s, \( n _ { \mathrm { p } } \) is constant, the logarithmic term \( F _ { 0 } \) is negligible. Only near the upper and lower bounds of s is the variation of \( F _ { 0 } \) appreciable. This feature, as well as a partial emptying of the pore, accounts for the dips in F near \( s = N - \) 1. Otherwise F is dominated by the confinement free energy of the cavity. In the case of fixed V , F is predicted to increase with s independent of the polymer length N. In addition, the variation of F with s has positive curvature, and F increases with decreasing V . These predictions are qualitatively consistent with the data.
The use of the semi-dilute approximation to estimate free energy of confinement in the cavity is expected to be valid only over a restricted range of densities. In Ref. 48 it was shown that the predictions are valid only up to packing fractions of \( \phi \, \approx \) 0.15, where \( \phi ~ \equiv ~ \pi N \sigma ^ { 3 } / 6 V \). Beyond this value the number of monomers per blob is unacceptably low. A lower limit on \( \phi \) is imposed by the condition that the number of blobs, \( n _ { \mathrm { b } } = N \dot { \phi } ^ { 1 / ( 3 \nu - \ddot { 1 } ) } \), be sufficiently large. For the polymer lengths considered in this work, it is difficult to find a range of s that satisfies both conditions simultaneously. To analyze the data, we use a more relaxed condition for low density and consider the case where \( n _ { \mathrm { b } } \ge 3 \).
Figure 3 shows the results of fits using Eq. (8) for \( N \)= 121 and various cavity volumes. The free energy functions have been shifted by \( F _ { 0 } ( s ) \), which is the free energy function for a flat wall that was calculated ex-plicitly by simulation. We use a fitting function of the form \( F - F _ { 0 } = c _ { 0 } + c _ { 1 } ( s - 1 ) ^ { - \alpha } \). The lower limit of the range of the fit is indicated in the plot, while the fitting function is deliberately extrapolated beyond the upper limit of the fitting range to illustrate the divergence of the prediction from the simulation results at high den-sity. The upper limit itself is explicitly labeled for two of the functions. Note that scaling predictions underes-timate the free energy in the region where \( \phi \geq \) 0.15. This is consistent with the observation noted in Ref. 48 that the confinement free energy crosses over into a concen-trated regime where the excluded volume interactions are screened, which leads to a higher value of \( \alpha \). From the fit to the data in the valid range, it was found that \( ^ { \prime \prime } \)=1.9, 2.0 and 1.9 for V =150, 250 and 500, respectively. This is somewhat below the predicted value of \( ^ { o } \) = 2.25. Not-ing the expected dependence of \( c _ { 1 } \propto V ^ { - \beta } \) where \( \beta \)=1.25, the ratio of \( c _ { 1 } \) measured for V =500 and \( V \)=250 yields \( \beta \)= 0.9, while the ratio for V =500 and V =150 yields \( \beta \)=1.1. Thus, the measured values of the exponents \( \alpha \) and \( \beta \) both deviate from the predicted values. Undoubt-edly, this is arises from failing to properly satisfy the condition that \( n _ { \mathrm { b } } \gg 1 \). We speculate that better sat-isfying this condition would yield improved agreement. However, this would necessitate using polymer chains at least an order of magnitude larger than those considered here, which is not feasible for us at present.
FIG. 3. Free energy functions for polymers of length \( N \) = 121 and a spherical cavity of various volumes. The dashed black lines show fits to the data in the region for which \( n _ { \mathrm { b } } \ge 3 \) and \( \phi < \) 0.15. The lower limit of this range is evident from the minimum s for the fitting curves, and the upper end of this range is explicitly labeled for two of the curves. For V =500, the upper limit extends beyond the range of the data.
Next we consider the effects of the anisometry of the confining cavity. Figure 4 shows free energy functions for chains of length \( N \)= 101 in a cavity of volume \( V \)= 500. Figure 4(a) shows results for prolate ellipsoidal cavities (\( r > \) 1) and Fig. 4(b) shows results for oblate cavities (\( r < \) 1). In each case, the result for spherical cavities is also shown, for comparison. The most notable feature here is the fact that deviations from spherical symmetry in either direction lead to an increase in the free energy. Note, however, that the curves for oblate cavities follow the opposite trend at low s (see the inset of Fig. 4(b)), in contrast to the case for prolate cavities. The explana-tion for this difference is straightforward. As the first few monomers enter the cavity, the effects of confinement are felt mainly by the curvature of the cavity wall near the |
20756147_417.pdf | en | The LMSR ships are not armed and do not have a combat system. They do have a \( \mathbf { C } ^ { 3 } \) I suite sufficient to perform their intended mission in conjunction with other naval vessels.
# BACKGROUND INFORMATION
The program currently plans for 19 ships, five of which are conversions of existing commercial container vessels, and 14 of which will be newly constructed ships. All 19 ships use common cargo handling systems procured by the Navy. Three contractors are building LMSRs. A performance type procurement description was used; therefore specific ship configurations differ as the respective builders interpret the mission requirements.
The current TEMP was approved in June 1996. In view of the single ship mission and similarities in the LMSR configurations, the test approach is for a single ship class, with four "flights." A mix of operational test events and operational assessments will address the minor hardware variance.
As non-developmental items, DT has been limited, focusing on production assurance testing in conjunction with the builders. Systems and integration testing is witnessed by Navy, U.S. Coast Guard, and American Bureau of Shipping representatives.
Operational Testing (OT-IIA) of the LSMR conversion ship was planned and administered in accordance with the DOT&E-approved TEMP and OT Plan. OT-IIA was conducted during September 1996, aboard United States Naval Ship (USNS) Shughart (T-AKR 295) at Savannah, GA and Norfolk, VA. The OT was conducted in conjunction with a planned Army sealift deployment exercise, which moved a representative load of Army equipment (over 1,000 pieces and included tanks, trucks and various helicopters) from the 3d Infantry Division in Savannah, GA to Ft. Story, VA. The USNS Shughart was assessed as operationally effective and potentially operationally suitable. No significant deficiencies were observed.
Due to cracking cloverleaf tie downs on the decks of the USNS BOB HOPE, the operational test (OT-IIB) scheduled for USNS BOB HOPE in July 1998, was rescheduled to 1QFY99. OT-IIB was subsequently rescheduled for 3QFY00 and the USNS FISHER was designated the OT-IIB test article.
# TEST & EVALUATION ACTIVITY
An OA of the first NASCO new construction LMSR ship, USNS WATSON, was conducted in FY99. Assessment and reporting of the assessment by the Multi-service Test Team have not been completed and will be reported in the FY00 Annual Report. Initial observations of the USNS WATSON loadout are: (1) the NASCO new construction LMSR ships are easier to load compared to the two classes of renovation LMSR ships previously evaluated; (2) the NASCO new construction LMSR ship holds approximately one-third more cargo than two renovation classes of LMSR ships; (3) efficient stow planning was hindered by inaccurate ship data (repeat finding); and (4) the final stowage plan did not appear to take full advantage of all available space (either additional equipment could have been stowed or available space could have been used to facilitate the exercise and maintenance of pre-positioned equipment).
The multi-Service Test Team spent most of this year refining plans for the OT-IIB to be conducted 3QFY00. To potentially reduce the scope of required testing on OT-IIB, plans were developed to capture useful pier-side on-load/off-load data from the BRIGHT STAR exercise in |
20756147_418.pdf | en | 1QFY00. That effort was intended to satisfy data requirements to assess two of the 17 critical operational issues associated with the Strategic Sealift Program. Although extremely useful for providing insights to the Strategic Sealift System, the BRIGHT STAR pier-side data collected was not sufficient to completely satisfy the two critical operational issues being examined. The scope of OT IIB will not be adjusted based on this data. It appears that OT IIB will slip yet again from the 3QFY00 date due to competing requirements for critical units needed for the major portions of the test.
# TEST & EVALUATION ASSESSMENT
Based on the results of OT-IIA, the strategic sealift ship (NASCO conversion) is assessed to be operationally effective and potentially operationally suitable. No significant deficiencies were observed however, limited strategic sealift “in-the-stream” data were collected during OT-IIA. Strategic sealift “in-the-stream” data need to be fully developed.
OT-IIB, scheduled to be conducted April-May 2000, is designed to examine the Avondale new construction ship as part of the strategic sealift system and focused on the surge sealift mission, as well as ship offload “in-the-stream.” A Strategic Sealift System shortfall currently being addressed, but not as part of the Strategic Sealift ship program, has to with the supporting lighterage. Shortfalls in the lighterage system (capability, inventory, and doctrine) could adversely affect the U.S.’s ability to project power in a timely manner in situations where adequate port facilities are not available. This situation is significant in that we may be able to get the force to a crisis in a timely fashion but, in some situations, be challenged to get the force off the ship. The overall class assessment will be made upon completion of the OT-IIB event and will include an evaluation of the ship’s ability to unload “in-the-stream” using current doctrine and presently fielded RO/RO Discharge Facilities. The class assessment will address the ship configurations from all three prime contractors. |
20796868_177.pdf | en | <table><tr><td>Liabilities:</td><td></td><td></td><td></td><td></td></tr><tr><td>Commodity price derivative contracts</td><td>$ —</td><td>$ (99)</td><td>$ —</td><td>$ (99)</td></tr><tr><td>Interest rate derivative contracts</td><td>—</td><td>(257)</td><td>—</td><td>(257)</td></tr><tr><td>Total derivative instruments</td><td>$ —</td><td>$ (356)</td><td>$ —</td><td>$ (356)</td></tr></table>
The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy:
# 125
<table><tr><td rowspan="2"></td><td>2016</td><td>2015</td></tr><tr><td colspan="2">(in thousands)</td></tr><tr><td>Unobservable inputs at January 1,</td><td>$ (5,933)</td><td>$ (6,470)</td></tr><tr><td>Total gains</td><td>11,838</td><td>5,151</td></tr><tr><td>Settlements</td><td>(5,905)</td><td>(4,614)</td></tr><tr><td>Unobservable inputs at December 31,</td><td>$ —</td><td>$ (5,933)</td></tr><tr><td>Change in fair value included in earnings related to
derivatives still held as of December 31,</td><td>$ —</td><td>$ (2,925)</td></tr></table>
During periods of market disruption, including periods of volatile oil and natural gas prices, there may be certain asset classes that were in active markets with observable data that become illiquid due to changes in the financial environment. In such cases, more derivative instruments, other than the range bonus accumulators, may fall to Level 3 and thus require more subjectivity and management judgment. Further, rapidly changing commodity and unprecedented credit and equity market conditions could materially impact the valuation of derivative instruments as reported within our consolidated financial statements and the period-to-period changes in value could vary significantly. Decreases in value may have a material adverse effect on our results of operations or financial condition.
We apply the provisions of ASC Topic 350 “Intangibles-Goodwill and Other.” Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in business combinations. Goodwill is assessed for impairment annually on October 1 or whenever indicators of impairment exist. The goodwill test is performed at the reporting unit level, which represents our oil and natural gas operations in the United States. If indicators of impairment are determined to exist, an impairment charge is recognized if the carrying value of goodwill exceeds its implied fair value. We utilize a market approach to determine the fair value of our reporting unit. Any sharp prolonged decreases in the prices of oil and natural gas as well as any continued declines in the quoted market price of the Company’s units could change our estimates of the fair value of our reporting unit and could result in an impairment charge. We consider the fair value estimate for goodwill as a Level 3 input, as the valuation includes inputs and assumptions that are less observable or require greater estimation.
At the respective measurement dates of March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, the carrying value of our reporting unit was negative. Therefore the Company was required to perform the |
20796868_178.pdf | en | second step of the goodwill impairment test at these interim dates. The fair value amount of the assets and liabilities were calculated using a combination of a market and income approach as follows: equity, debt and certain oil and gas properties were valued using a market approach while the remaining balance sheet assets and liabilities were valued using an income approach. Furthermore, significant assumptions used in calculating the fair value of our oil and gas properties include: (i) observable forward prices for commodities at the respective measurement date and (ii) a 10% discount rate, which was comparable to discount rates on recent transactions. Based on the results of the the second step of the interim goodwill impairment test, we recorded a non-cash goodwill impairment loss of \$252.7 million during the quarter ended September 30, 2016 to write the goodwill down to its estimated fair value of \$253.4 million. Based on our estimates, the implied fair value of our reporting unit exceeded its carrying value at the measurement dates of March 31, 2016, June 30, 2016, and December 31, 2016, therefore no additional impairment loss was recorded for the year ended December 31, 2016. Based on evaluation of qualitative factors, we determined that the goodwill impairment was primarily a result of the decline in the prices of oil and natural gas as well as deteriorating market conditions and the decline in the market price of our common units. Any further significant decline in the prices of oil and natural gas as well as any continued declines in the quoted market price of the Company’s units could change our estimate of the fair value of the reporting unit and could result in an additional impairment charge.
Our nonfinancial assets and liabilities that are initially measured at fair value are comprised primarily of assets acquired in business combinations and asset retirement costs and obligations. These assets and liabilities are recorded at fair value when acquired/incurred but not re-measured at fair value in subsequent periods. We classify such initial measurements as Level 3 since certain significant unobservable inputs are utilized in their determination. A reconciliation of the beginning and ending balance of our asset retirement obligations is presented in Note 7, in accordance with ASC Topic 410-20 “Asset Retirement Obligations.” During the years ended December 31, 2016 and 2015, in connection with the oil and natural gas properties acquired in all of our acquisitions, the LRE and Eagle Rock Mergers, as well as new wells drilled during each year, we incurred and recorded asset retirement obligations totaling \$0.7 million and \$90.9 million, respectively, at fair value. We also recorded a \$1.3 million and a \$22.3 million change in estimate as a result of revisions to the timing or the amount of our original undiscounted estimated asset retirement costs during the years ended December 31, 2016 and 2015, respectively. The
# 126
fair value of additions to the asset retirement obligation liability and certain changes in the estimated fair value of the liability are measured using valuation techniques consistent with the income approach, converting future cash flows to a single discounted amount. Inputs to the valuation include: (1) estimated plug and abandonment cost per well based on our experience; (2) estimated remaining life per well based on average reserve life per field; (3) our credit-adjusted risk-free interest rate ranging between 4.6% and 5.5%; and (4) the average inflation factor (2.0%). These inputs require significant judgments and estimates by the Company’s management at the time of the valuation and are the most sensitive and subject to change.
# 7. Asset Retirement Obligations
The asset retirement obligations as of December 31, 2016 and 2015, reported on our Consolidated Balance Sheets and the changes in the asset retirement obligations for the year ended December 31, 2016 were as follows:
<table><tr><td></td><td>2016</td><td>2015</td></tr></table> |
20753419_230.pdf | en | # 45 Subsidiaries (Continued)
# (a) Particulars of principal subsidiaries of the Group at 31 December 2018 are set out below (continued):
<table><tr><td>Name</td><td>Place of incorporation
and legal status</td><td>Principal activities/
place of operation</td><td>Proportion of
ordinary shares
directly held
by parent (%)</td><td>Proportion of
ordinary shares
held by the
Group (%)</td><td>Proportion of
ordinary shares
held by
non -controlling
interests (%)</td></tr><tr><td>中山市凱茵豪園房地產開發有限公司
Zhongshan Greenville Realty
Development Co., Ltd. (note (i))</td><td>PRC/wholly foreign
owned enterprise</td><td>Property development/
Mainland China</td><td>—</td><td>100%</td><td> —</td></tr><tr><td>中山市雅建房地產發展有限公司
Zhongshan Ever Creator Real Estate
Development Co., Ltd. (note (i))</td><td>PRC/wholly foreign
owned enterprise</td><td>Property development/
Mainland China</td><td>—</td><td>100%</td><td> —</td></tr><tr><td>廣州雅居樂房地產開發有限公司
Guangzhou Agile Real Estate
Development Co., Ltd. (note (i))</td><td>PRC/wholly foreign
owned enterprise</td><td>Property development/
Mainland China</td><td>—</td><td>100%</td><td> —</td></tr><tr><td>佛山市雅居樂房地產有限公司
Foshan Agile Real Estate Development
Co., Ltd. (note (i))</td><td>PRC/wholly foreign
owned enterprise</td><td>Property development/
Mainland China</td><td>—</td><td>100%</td><td> —</td></tr><tr><td>南京雅居樂房地產開發有限公司
Nanjing Agile Real Estate Development
Co., Ltd. (note (i))</td><td>PRC/wholly foreign
owned enterprise</td><td>Property development/
Mainland China</td><td>—</td><td>100%</td><td> —</td></tr><tr><td>河源市雅居樂房地產開發有限公司
Heyuan Agile Real Estate Development
Co., Ltd. (note (i))</td><td>PRC/wholly foreign
owned enterprise</td><td>Property development/
Mainland China</td><td>—</td><td>100%</td><td> —</td></tr><tr><td>海南清水灣控股有限公司
Hainan Clearwater Bay Holdings Limited</td><td>BVI/Limited liability
company</td><td>Investment holding/BVI</td><td> —</td><td>100%</td><td> —</td></tr><tr><td>海南雅居樂房地產開發有限公司
Hainan Agile Real Estate Development
Co., Ltd. (“Hainan Agile”) (note (i))</td><td>PRC/foreign invested
enterprise</td><td>Property development/
Mainland China</td><td>—</td><td>100%</td><td> —</td></tr></table> |
20753419_231.pdf | en | # 45 Subsidiaries (Continued)
# (a) Particulars of principal subsidiaries of the Group at 31 December 2018 are set out below (continued):
<table><tr><td>Name</td><td>Place of incorporation
and legal status</td><td>Principal activities/
place of operation</td><td>Proportion of
ordinary shares
directly held
by parent (%)</td><td>Proportion of
ordinary shares
held by the
Group (%)</td><td>Proportion of
ordinary shares
held by
non -controlling
interests (%)</td></tr><tr><td>海南雅恒房地產發展有限公司
Hainan Yaheng Real Estate Development
Co., Ltd. (“Hainan Yahen”g) (note (i))</td><td>PRC/foreign invested
enterprise</td><td>Property development/
Mainland China</td><td>—</td><td>100%</td><td> —</td></tr><tr><td>廣州從化雅居樂房地產開發有限公司
Guangzhou Conghua Agile Real Estate
Development Co., Ltd. (note (i))</td><td>PRC/wholly foreign
owned enterprise</td><td>Property development/
Mainland China</td><td>—</td><td>100%</td><td> —</td></tr><tr><td>四川雅居樂房地產開發有限公司
Sichuan Agile Real Estate Development
Co., Ltd. (note (i))</td><td>PRC/wholly foreign
owned enterprise</td><td>Property development/
Mainland China</td><td>—</td><td>100%</td><td> —</td></tr><tr><td>佛山巿三水雅居樂房地產有限公司
Foshan Sanshui Agile Real Estate
Development Co., Ltd. (note (i))</td><td>PRC/wholly foreign
owned enterprise</td><td>Property development/
Mainland China</td><td>—</td><td>100%</td><td> —</td></tr><tr><td>惠州白鷺湖旅遊實業開發有限公司
Huizhou Bailuhu Tour
Enterprise Development Co., Ltd.
(note (i))</td><td>PRC/foreign invested
enterprise</td><td>Property development/
Mainland China</td><td>—</td><td>100%</td><td> —</td></tr><tr><td>陝西昊瑞房地產開發有限責任公司
Shanxi Haorui Real Estate Development
Co., Ltd. (note (i))</td><td>PRC/limited liability
Company</td><td>Property development/
Mainland China</td><td>—</td><td>100%</td><td> —</td></tr><tr><td>上海靜安城投重慶置業有限公司
Sh’anghai Jingan Chengtou Chongqing
Land Co., Ltd. (note (i))</td><td>PRC/wholly foreign
owned enterprise</td><td>Property development/
Mainland China</td><td>—</td><td>100%</td><td> —</td></tr><tr><td>上海雅恒房地產開發有限公司
（前稱上海金昌房地產開發有限公司)
Shanghai Yaheng
Real Estate
Development Co., Ltd.
(formerly named Shanghai Jinchang Real
Estate Development Co., Ltd.) (note (i))</td><td>PRC/wholly foreign
owned enterprise</td><td>Property development/
Mainland China</td><td>—</td><td>100%</td><td> —</td></tr></table> |
3412936_105.pdf | en | <table><tr><td rowspan="2">账 龄</td><td colspan="5">期初数</td></tr><tr><td>金 额</td><td>比例%</td><td>坏账准备</td><td>计提比例%</td><td>净额</td></tr><tr><td>1 年以内</td><td>540,936,364.55</td><td>63.68</td><td>27,046,818.23</td><td>5</td><td>513,889,546.32</td></tr><tr><td>1 至 2 年</td><td>305,112,092.71</td><td>35.92</td><td>30,511,209.27</td><td>10</td><td>274,600,883.44</td></tr><tr><td>2 至 3 年</td><td>2,069,859.94</td><td>0.24</td><td>413,971.99</td><td>20</td><td>1,655,887.95</td></tr><tr><td>3 至 4 年</td><td>108,678.27</td><td>0.01</td><td>32,603.48</td><td>30</td><td>76,074.79</td></tr><tr><td>4 至 5 年</td><td>1,240,655.95</td><td>0.15</td><td>744,393.57</td><td>60</td><td>496,262.38</td></tr><tr><td>合 计</td><td>849,467,651.42</td><td>100.00</td><td>58,748,996.54</td><td>6.92</td><td>790,718,654.88</td></tr></table>
# ②本期计提、收回或转回的坏账准备情况
<table><tr><td rowspan="2">项目</td><td rowspan="2">期初余额</td><td>本期增加</td><td colspan="2">本期减少</td><td rowspan="2">期末余额</td></tr><tr><td>本期计提</td><td>转回</td><td>转销</td></tr><tr><td>坏账准备</td><td>58,748,996.54</td><td>34,007,003.55</td><td>10,944,431.21</td><td>-</td><td>81,811,568.88</td></tr></table>
# ③其他应收款按款项性质披露
<table><tr><td>项 目</td><td>期末余额</td><td>期初余额</td></tr><tr><td>单位往来</td><td>800,716,921.32</td><td>847,373,071.49</td></tr><tr><td>个人往来</td><td>6,370,045.55</td><td>2,094,579.93</td></tr><tr><td>合 计</td><td>807,086,966.87</td><td>849,467,651.42</td></tr></table>
# ④按欠款方归集的其他应收款期末余额前五名单位情况
本期按欠款方归集的期末余额前五名其他应收款汇总金额 434,096,527.04 元，占其他应收款期末余额合计数的比例 53.79%，相应计提的坏账准备期末余额汇总金额 49,842,674.95 元。
# 3、长期股权投资
<table><tr><td rowspan="2">项 目</td><td colspan="3">期末数</td><td colspan="3">期初数</td></tr><tr><td>账面余额</td><td>减值准备</td><td>账面价值</td><td>账面余额</td><td>减值准备</td><td>账面价值</td></tr><tr><td>对子公司投资</td><td>238,088,083.85</td><td>446,440.50</td><td>237,641,643.35</td><td>221,703,032.07</td><td>446,440.50</td><td>221,256,591.57</td></tr><tr><td>对合营企业投资</td><td>43,614,806.30</td><td>-</td><td>43,614,806.30</td><td>41,687,701.81</td><td>-</td><td>41,687,701.81</td></tr><tr><td>对联营企业投资</td><td>400,000.00</td><td>400,000.00</td><td>-</td><td>400,000.00</td><td>400,000.00</td><td>-</td></tr><tr><td>合 计</td><td>282,102,890.15</td><td>846,440.50</td><td>281,256,449.65</td><td>263,790,733.88</td><td>846,440.50</td><td>262,944,293.38</td></tr></table>
# （1）对子公司投资
<table><tr><td>被投资单位</td><td>期初余额</td><td>本期增加</td><td>本期
减少</td><td>期末余额</td><td>本期计提
减值准备</td><td>减值准备
期末余额</td></tr><tr><td>金坛思源节能科技有
限公司</td><td>10,000,000.00</td><td>-</td><td>-</td><td>10,000,000.00</td><td>-</td><td>-</td></tr></table> |
3412936_106.pdf | en | <table><tr><td>正信太阳能光伏日本
有限公司（正信ソー
ラージパャン株式会
社）</td><td>446,440.50</td><td>-</td><td>-</td><td>446,440.50</td><td>-</td><td>446,440.50</td></tr><tr><td>正信（香港）投资有
限公司 (ZNSHINE
(HONGKONG)
INVESTMENT LIMITED)</td><td>47,856,389.02</td><td>-</td><td>-</td><td>47,856,389.02</td><td>-</td><td>-</td></tr><tr><td>嘉兴正信光伏科技有
限公司</td><td>13,117,464.55</td><td>4,918,968.98</td><td>-</td><td>18,036,433.53</td><td>-</td><td>-</td></tr><tr><td>常州正信电力科技有
限公司</td><td>150,000,000.00</td><td>-</td><td>-</td><td>150,000,000.00</td><td>-</td><td>-</td></tr><tr><td>陕西秦璞建设工程有
限公司</td><td>237,738.00</td><td>-</td><td>-</td><td>237,738.00</td><td>-</td><td>-</td></tr><tr><td>常州正信电力建设有
限公司</td><td>2,000.00</td><td>-</td><td>-</td><td>2,000.00</td><td>-</td><td>-</td></tr><tr><td>常州金坛正信小宝电
力科技有限公司</td><td>43,000.00</td><td>67,423.98</td><td>-</td><td>110,423.98</td><td>-</td><td>-</td></tr><tr><td>德信泰和（山东）科
技股份有限公司</td><td>-</td><td>11,398,658.82</td><td>-</td><td>11,398,658.82</td><td>-</td><td>-</td></tr><tr><td>合 计</td><td>221,703,032.07</td><td>16,385,051.78</td><td>-</td><td>238,088,083.85</td><td>-</td><td>446,440.50</td></tr></table>
# （2）对联营、合营企业投资详见本报告附注五、9。
# 4、营业收入和营业成本
<table><tr><td rowspan="2">项 目</td><td colspan="2">本期发生额</td><td colspan="2">上期发生额</td></tr><tr><td>收入</td><td>成本</td><td>收入</td><td>成本</td></tr><tr><td>主营业务</td><td>1,279,517,887.66</td><td>1,093,808,936.99</td><td>1,170,517,207.95</td><td>989,983,618.43</td></tr><tr><td>其他业务</td><td>27,233,240.77</td><td>26,037,734.21</td><td>1,510,759.83</td><td>-</td></tr><tr><td>合 计</td><td>1,306,751,128.43</td><td>1,119,846,671.20</td><td>1,172,027,967.78</td><td>989,983,618.43</td></tr></table>
# 5、投资收益
<table><tr><td>项 目</td><td>本期发生额</td><td>上期发生额</td></tr><tr><td>权益法核算的长期股权投资收益</td><td>1,927,104.49</td><td>-608,972.64</td></tr><tr><td>处置以公允价值计量且其变动计入当期损益的
金融资产取得的投资收益</td><td>4,338,745.57</td><td>-</td></tr><tr><td>理财收益</td><td>-</td><td>77,247.80</td></tr><tr><td>合 计</td><td>6,265,850.06</td><td>-531,724.84</td></tr></table>
# 十五、补充资料
# 1、当期非经常性损益明细表
<table><tr><td>项 目</td><td>本期发生额</td><td>说明</td></tr></table> |
9261259_195.pdf | en | <table><tr><td rowspan="3">类 别</td><td colspan="5">2021 年 12 月 31 日</td></tr><tr><td colspan="2">账面余额</td><td colspan="2">坏账准备</td><td rowspan="2">账面价值</td></tr><tr><td>金额</td><td>比例(%)</td><td>金额</td><td>计提比例(%)</td></tr><tr><td>按组合计提坏账准备</td><td>120,861.42</td><td>19.96</td><td>1,847.01</td><td>1.53</td><td>119,014.41</td></tr><tr><td>1.账龄组合</td><td>120,861.42</td><td>19.96</td><td>1,847.01</td><td>1.53</td><td>119,014.41</td></tr><tr><td>合计</td><td>605,664.50</td><td>100.00</td><td>486,650.09</td><td>80.35</td><td>119,014.41</td></tr></table>
（续上表）
<table><tr><td rowspan="3">类 别</td><td colspan="5">2020 年 12 月 31 日</td></tr><tr><td colspan="2">账面余额</td><td colspan="2">坏账准备</td><td rowspan="2">账面价值</td></tr><tr><td>金额</td><td>比例(%)</td><td>金额</td><td>计提比例(%)</td></tr><tr><td>按单项计提坏账准备</td><td>484,803.08</td><td>65.79</td><td>484,803.08</td><td>100.00</td><td></td></tr><tr><td>按组合计提坏账准备</td><td>252,083.43</td><td>34.21</td><td>2,655.23</td><td>1.05</td><td>249,428.20</td></tr><tr><td>1.账龄组合</td><td>252,083.43</td><td>34.21</td><td>2,655.23</td><td>1.05</td><td>249,428.20</td></tr><tr><td>合计</td><td>736,886.51</td><td>100.00</td><td>487,458.31</td><td>66.15</td><td>249,428.20</td></tr></table>
坏账准备计提的具体说明：
# ①于 2021 年 12 月 31 日，按单项计提坏账准备的应收账款
<table><tr><td rowspan="2">账 龄</td><td colspan="3">2021 年 12 月 31 日</td></tr><tr><td>账面余额</td><td>坏账准备</td><td>计提比例（%）</td></tr><tr><td>深圳笔架山娱乐公司</td><td>172,000.00</td><td>172,000.00</td><td>100.00</td></tr><tr><td>龚炎清</td><td>97,806.64</td><td>97,806.64</td><td>100.00</td></tr><tr><td>广州乐敏电脑中心</td><td>86,940.00</td><td>86,940.00</td><td>100.00</td></tr><tr><td>其他</td><td>128,056.44</td><td>128,056.44</td><td>100.00</td></tr><tr><td>合计</td><td>484,803.08</td><td>484,803.08</td><td>100.00</td></tr></table>
# ②于 2021 年 12 月 31 日，按账龄计提坏账准备的应收账款
<table><tr><td rowspan="2">账 龄</td><td colspan="3">2021 年 12 月 31 日</td><td colspan="3">2020 年 12 月 31 日</td></tr><tr><td>账面余额</td><td>坏账准备</td><td>计提比例（%）</td><td>账面余额</td><td>坏账准备</td><td>计提比例
（%）</td></tr><tr><td>1 年以内</td><td>117,501.42</td><td>1,175.01</td><td>1.00</td><td>248,723.43</td><td>2,487.23</td><td>1.00</td></tr><tr><td>1-2 年</td><td></td><td></td><td></td><td>3,360.00</td><td>168.00</td><td>5.00</td></tr><tr><td>2-3 年</td><td>3,360.00</td><td>672.00</td><td>20.00</td><td></td><td></td><td></td></tr></table> |
9261259_196.pdf | en | <table><tr><td rowspan="2">账 龄</td><td colspan="3">2021 年 12 月 31 日</td><td colspan="3">2020 年 12 月 31 日</td></tr><tr><td>账面余额</td><td>坏账准备</td><td>计提比例（%）</td><td>账面余额</td><td>坏账准备</td><td>计提比例
（%）</td></tr><tr><td>3 年以上</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>合计</td><td>120,861.42</td><td>1,847.01</td><td>1.53</td><td>252,083.43</td><td>2,655.23</td><td>1.05</td></tr></table>
按组合计提坏账准备的确认标准及说明见附注三、10。
# （3）本期坏账准备的变动情况
<table><tr><td rowspan="2">类 别</td><td rowspan="2">2020 年 12 月
31 日</td><td rowspan="2">会计政策
变更</td><td rowspan="2">2021 年 1 月 1
日</td><td colspan="3">本期变动金额</td><td rowspan="2">2021 年 12
月31日</td></tr><tr><td>计提</td><td>收回或转回</td><td>转销或核销</td></tr><tr><td>按单项计提
坏账准备</td><td>484,803.08</td><td></td><td>484,803.08</td><td></td><td></td><td></td><td>484,803.08</td></tr><tr><td>按组合计提
坏账准备</td><td>2,655.23</td><td></td><td>2,655.23</td><td>-808.22</td><td></td><td></td><td>1,847.01</td></tr><tr><td>合计</td><td>487,458.31</td><td></td><td>487,458.31</td><td>-808.22</td><td></td><td></td><td>486,650.09</td></tr></table>
# （3）按欠款方归集的期末余额前五名的应收账款情况
<table><tr><td>单位名称</td><td>余额</td><td>占应收账款余额的
比例（%）</td><td>坏账准备余额</td></tr><tr><td>深圳市金城银域珠宝首饰有限公司</td><td>117,501.42</td><td>19.40</td><td>1,175.01</td></tr><tr><td>深圳笔架山娱乐公司</td><td>172,000.00</td><td>28.40</td><td>172,000.00</td></tr><tr><td>龚炎清</td><td>97,806.64</td><td>16.15</td><td>97,806.64</td></tr><tr><td>广州乐敏电脑中心</td><td>86,940.00</td><td>14.35</td><td>86,940.00</td></tr><tr><td>兰州大船电子公司</td><td>37,308.00</td><td>6.16</td><td>37,308.00</td></tr><tr><td>合计</td><td>511,556.06</td><td>84.46</td><td>395,229.65</td></tr></table>
# 2. 其他应收款
# （1）分类列示
<table><tr><td>项 目</td><td>2021 年 12 月 31 日</td><td>2020 年 12 月 31 日</td></tr><tr><td>应收利息</td><td></td><td></td></tr><tr><td>应收股利</td><td>547,184.35</td><td>547,184.35</td></tr><tr><td>其他应收款</td><td>89,854,408.23</td><td>126,422,912.78</td></tr><tr><td>合计</td><td>90,401,592.58</td><td>126,970,097.13</td></tr></table>
# （2）应收股利 |
11762317_286.pdf | en | acquire Intel's smartphone modem business.\2130\
\2129\ See Jordan Novet, Apple Buys an A.I. Start-up that Came from Microsoft Co-Founder Paul Allen's Research Lab, CNBC (Jan. 15, 2020), https://www.cnbc.com/2020/01/15/apple-acquires-xnor-ai-startup-that-spun-out-of-allen-institute.html; Mark Gurman, Apple Acquires AI Startup to Better Understand Natural Language, Bloomberg (Apr. 3, 2020), https://www.bloomberg.com/news/articles/2020-04-03/apple-acquires-ai-startup-to-better-understand-natural-language; Kif Leswing, Apple Buys Virtual Reality Company NextVR, CNBC (May 14, 2020), https://www.cnbc.com/2020/05/14/apple-buys-virtual-reality-company-nextvr.html; Kif Leswing, Apple Buys Fleetsmith, a Company Making It Easier to Deploy iPhones and Macs at Workplaces, CNBC (June 24, 2020), https://www.cnbc.com/2020/06/24/apple-acquires-device-management-company-fleetsmith.html; Jessica Bursztynsky, Apple Buys Popular Weather App Dark Sky and Plans to Shut Down Android Versions, CNBC (Mar. 31, 2020), https://www.cnbc.com/2020/03/31/apple-buys-popular-weather-app-dark-sky.html; Mark Gurman, Apple Buys Startup to Turn iPhones into Payment Terminals, Bloomberg (July 31, 2020), https://www.bloomberg.com/news/articles/2020-08-01/apple-buys-startup-to-turn-iphones-into-payment-terminals.
\2130\ Press Release, Apple, Apple to Acquire the Majority of Intel's Smartphone Modem Business (July 25, 2019), https://www.apple.com/newsroom/2019/07/apple-to-acquire-the-majority-of-intels-smartphone-modem-business/.
Apple has also recently acquired software companies to create a foundation from which it could launch new apps. For example, after purchasing the digital magazine subscription service Texture in 2018, Apple integrated most of Texture's functionality into its own Apple News+ service, which debuted the following year.\2131\ Similarly, one of Apple's largest purchases to date--its \$3 billion acquisition of Beats Electronics in 2014--was instrumental to the 2015 launch of Apple Music.\2132\ Apple sought to grow Apple Music quickly after its introduction. Apple pre-installed the service on iPhones and made it the only music service accessible through Siri, Apple's virtual assistant. Apple also offered Apple Music with a free month trial period and made it available on Android devices. The strategy saw Apple gain 10 million paying subscribers within six months.\2133\ Apple supplemented its music services business in 2018 by acquiring the music recognition app Shazam, and most recently, by acquiring podcast app Scout FM in 2020.\2134\
\2131\ Anita Balakrishnan, Apple Buys Texture, a Digital Magazine Subscription Service, CNBC (Mar. 12, 2018), https://www.cnbc.com/2018/03/12/apple-buys-texture-a-digital-magazine-subscription-service.html.
\2132\ Billy Steele, Apple's \$3 Billion Purchase of Beats Has Already Paid Off, Engadget (May 28, 2019), https://www.engadget.com/2019-05-28-apple-beats-five-years-later.html.
\2133\ Neth. Auth. for Consumers & Mkts. Study at 62.
\2134\ Press Release, Apple, Apple Acquires Shazam, Offering More Ways to Discover and Enjoy Music (Sept. 24, 2018), https://www.apple.com/newsroom/2018/09/apple-acquires-shazam-offering-more-ways-to-discover-and-enjoy-music/; Mark Gurman, Apple Buys Startup that Creates Radio-Like Stations for Podcasts, Bloomberg (Sept. 24, 2020), https://www.bloomberg.com/news/articles/2020-09-24/apple-buys-startup-that-creates-radio-like-stations-for-podcasts.
It is common for Apple to integrate apps it purchases into its own pre-existing apps or into the iOS mobile operating system. Examples of this include the 2014 acquisition of Swell, a podcast app, and the 2013 acquisition of HopStop, a transit navigation app.\2135\
\2135\ Chris Gayomali, Swell Shuts Down Following Apple Acquisition, Fast Co. (July 29, 2014), https://www.fastcompany.com/3033698/swell-shuts-down-following-apple-acquisition; Andrew Nusca, Apple Maps vs. Google Maps Heats Up as Apple Shuts Down HopStop, Fortune (Sept. 12, 2015), https://fortune.com/2015/09/12/hopstop-apple- |
11762317_287.pdf | en | shutdown/.
Apple has followed a similar strategy for integrating the Dark Sky weather app. Apple shut down Dark Sky's Android app in August 2020 and plans to integrate the app's features with the iPhone's Weather widget on iOS 14.\2136\ In addition to its app, Dark Sky supplied data to independent weather apps, like Carrot, Weather Line, and Partly Sunny. As a result of Apple's takeover of Dark Sky, independent weather apps will lose access to the inexpensive, hyper-local weather data that Dark Sky supplied, leading some weather apps to shut down and others to rely on higher-priced suppliers for forecast data.\2137\
\2136\ Hannah Klein, The Dark Sky Android App is Officially Kaput, Slate (Aug. 4, 2020), https://slate.com/technology/2020/08/dark-sky-app-android-shuts-down.html.
\2137\ Jared Newman, Apple's Dark Sky Acquisition Could Be Bad News for Indie Weather Apps, Fast Co. (Apr. 2, 2020), https://www.fastcompany.com/90485131/apples-dark-sky-acquisition-could-be-bad-news-for-indie-weather-apps. But see CEO Hearing at 403 (response to Questions for the Record of Tim Cook, CEO, Apple, Inc.) (noting Dark Sky will \`\`continue to make its API available to Dark Sky's existing customers until the end of 2021'').
# (c) Conduct
(i) Commissions and In-App Purchases. The Committee sought information regarding Apple's policy of collecting commissions from apps sold through the App Store and purchases made in iOS apps. Apple charges a 30 percent commission on paid apps--those that charge a fee for users to download--downloaded from the App Store. It also takes a 30 percent fee for in-app purchases (IAP) of \`\`digital goods and services.''\2138\ For app subscriptions, Apple charges a 30 percent commission for the first year and a 15 percent commission for subsequent years.\2139\ Apps are not permitted to communicate with iOS users that the app may be available for purchase at a lower price outside the App Store, provide links outside of the app that may lead users to find alternative subscription and payment methods, or offer their own payment processing mechanism in the app to avoid using Apple's IAP.\2140\ Apps that violate Apple's policies can be removed from the App Store, losing access to the only means of distributing apps to consumers with iOS devices.\2141\
\2138\ App Store: Dedicated to the Best Store Experience for Everyone, Apple, https://www.apple.com/ca/ios/app-store/principles-practices/ (last visited Oct. 4, 2020).
\2139\ Id.
\2140\ See Innovation and Entrepreneurship Hearing at 584-85 (response to Questions for the Record of Kyle Andeer, Vice President, Corp. Law, Apple, Inc.); Submission from ProtonMail, to H. Comm. on the Judiciary, 5 (Aug. 22, 2020) (on file with Comm.); Interview with Source 143 (Aug. 27, 2020).
\2141\ See, e.g., Sara Morrison, Apple's Fortnite Ban, Explained, Vox: Recode (Sept. 8, 2020), https://www.vox.com/recode/2020/8/20/21373780/fortnite-epic-apple-lawsuit-app-store-antitrust; Nick Statt, Apple Doubles Down on Controversial Decision to Reject Email App Hey, Verge (June 18, 2020), https://www.theverge.com/2020/6/18/21296180/apple-hey-email-app-basecamp-rejection-response-controversy-antitrust-regulation.
Apple describes its policies as standard industry practice and says that other app stores charge the same fees.\2142\ In 2020, Apple funded a study that concluded that other software distribution platforms run by Google, Amazon, Samsung, Microsoft, and others charge identical or similar commissions on software downloads and transactions, and that commissions are common in other digital markets.\2143\ Apple also highlighted that its commissions are lower than the cost of software distribution by brick-and-mortar retailers, which dominated the marketplace prior to the introduction of the App |
8359706_91.pdf | en | <table><tr><td>SEHK’s “ESG Reporting Guide”
Subject Area</td><td>Compliance with Relevant Laws and Regulations that are
Significant to Canvest</td></tr><tr><td>Social</td><td></td></tr><tr><td>Aspect B1: Employment
relating to compensation and dismissal,
recruitment and promotion, working
hours, rest periods, equal opportunity,
diversity, anti-discrimination, and other
benefits and welfare</td><td>Relevant laws and regulations that are significant to the
Group include Labour Law of the PRC, Labour Contract Law of
the PRC, Regulation on the Imlpementation of the Labour
Contract Law of the PRC, Social Insurance Law of the PRC,
Regulations on the Management of Housing Provident Fund,
Special Rules on the Labour Protection of Female Emlpoyees,
Provisions of the State Council on Working Hours of Workers
and Staff, Provisions on Minimum Wages, Imlpementation
Measures for Paid Annual Leave for Emlpoyees of Enterprises,
Measures for the Imlpementation of Administrative License for
Labour Dispatch, and Emloyment Ordpinance of HKSAR. The
above laws and regulations stipulate the legal obligations and
responsibility of employers to provide employment protection
and benefits, covering statutory obligations and responsibilities
which include compensation and dismissal, recruitment and
promotion, working hours, rest periods, equal opportunity,
diversity, anti-discrimination, and other benefits and welfare.
These laws and regulations are of great importance as they
offer appropriate protections to employees, the most
important asset of the Group.
In 2020, there were no confirmed cases of non-compliance or
complaints in relation to our employment practices that would
have a significant impact on the Group. Please refer to
chapter “Our People” on how Canvest ensures compliance
with applicable employment laws and regulations.</td></tr><tr><td>Aspect B2: Health and Safety
relating to providing a safe working
environment and protecting emlpoyees
from occupational hazards</td><td>Relevant laws and regulations that are significant to the
Group include Labour Law of the PRC, Work Safety Law of
the PRC, Labour Contract Law of the PRC, Prevention and
Control of Occupational Diseases Law of the PRC, Regulation
on Work-Related Injury Insurances, Special Rules on the
Labour Protection of Female Emloyees, and Provisions on thpe
Duration of Medical Treatment for Enterprise Staff and
Workers Due to Illness or Non-Work Related Injuries. These
laws and regulations provide clear requirements on the
provision of safe working environment and the prevention of
occupational hazards. Compliance with these laws and
regulations is paramount as workplace safety is of critical
importance to each and every employee of the Group.
In 2020, there were no confirmed cases of non-compliance or
complaints in relation to health and safety that would have a
significant impact on the Group. Please refer to chapter “Our
People” on how Canvest ensures compliance with applicable
laws and regulations relating to health and safety.</td></tr></table> |
8359706_92.pdf | en | <table><tr><td>SEHK’s “ESG Reporting Guide”
Subject Area</td><td>Compliance with Relevant Laws and Regulations that are
Significant to Canvest</td></tr><tr><td>Aspect B4: Labour Standards</td><td rowspan="3">Relevant laws and regulations that are significant to the
Group include Criminal Law of the PRC Article 244,
Prevention and Control of Occupational Diseases Law of the
PRC, Rules for the Imlpementation of the Law of the PRC on
Foreign-Capital Enterprises Article 62, Regulation on Work-
Related Injury Insurances Article 66, Provisions on the
Prohibition of Using Child Labour, Law of the PRC on the
Protection of Minors, Regulations on Labour Protection in
Worklpaces Where Toxic Substances Are Used , and
Emloyment Ordinance of HKSApR. These laws and regulations
set out clear rules for preventing child labour and forced
labour, and elaborate on the legal obligations and
responsibility of employers who violate the relevant laws and
regulations. It is essential for us to conform to applicable laws
and regulations on labour standards as it reflects our
corporate values in honouring human rights.
In 2020, there were no confirmed cases of non-compliance or
complaints in relation to labour practices standards that would
have a significant impact on the Group. Please refer to
chapter “Our People” on how Canvest ensures compliance
with applicable laws and regulations relating to labour
standards.</td></tr><tr><td rowspan="2">relating to preventing child and forced
labour</td></tr><tr><td>Aspect B6: Product Responsibility</td><td rowspan="2">Relevant laws and regulations that are significant to the
Group include Tort Law of the PRC, which clarifies the tort
liability to protect the civil rights and interests, as well as the
Product Quality Law of the PRC, which places requirements on
health and safety relating to products and services provided
and methods of redress. It is the Group’s core value to abide
by these rules in providing safe and reliable products and
services with sincere attitude.
In 2020, there were no confirmed cases of non-compliance or
complaints in relation to product responsibility that would
have a significant impact on the Group. Please refer to
chapter “Our Sustainable Business” on how Canvest ensures
compliance with applicable laws and regulations relating to
product responsibility.</td></tr><tr><td>relating to health and safety,
advertising, labelling and privacy
matters relating to products and
services provided and methods of
redress</td></tr></table> |
9226783_203.pdf | en | <table><tr><td>对联
营、合
营企
业投
资</td><td>12,651,989.18</td><td>5,993,843.33</td><td>6,658,145.85</td><td>5,993,843.33</td><td></td><td>5,993,843.33</td></tr><tr><td>合计</td><td>99,785,911.00</td><td>5,993,843.33</td><td>93,792,067.67</td><td>73,937,765.15</td><td></td><td>73,937,765.15</td></tr></table>
# (1). 对子公司投资
√适用 □不适用
单位：元 币种：人民币
<table><tr><td>被投资单位</td><td>期初余额</td><td>本期增加</td><td>本期减
少</td><td>期末余额</td><td>本期计
提减值
准备</td><td>减值准
备期末
余额</td></tr><tr><td>河南联合旋风
金刚石有限公
司</td><td>43,424,921.82</td><td></td><td></td><td>43,424,921.82</td><td></td><td></td></tr><tr><td>河南黄河旋风
供应中心有限
公司</td><td>4,519,000.00</td><td></td><td></td><td>4,519,000.00</td><td></td><td></td></tr><tr><td>河南黄河旋风
国际有限公司</td><td>20,000,000.00</td><td></td><td></td><td>20,000,000.00</td><td></td><td></td></tr><tr><td>河南黄河新净
界环保工程有
限责任公司</td><td></td><td>14,190,000.00</td><td></td><td>14,190,000.00</td><td></td><td></td></tr><tr><td>河南展鹏物业
服务有限公司</td><td></td><td>5,000,000.00</td><td></td><td>5,000,000.00</td><td></td><td></td></tr><tr><td>合计</td><td>67,943,921.82</td><td>19,190,000.00</td><td></td><td>87,133,921.82</td><td></td><td></td></tr></table>
# (2). 对联营、合营企业投资
√适用 □不适用
单位：元 币种：人民币
<table><tr><td rowspan="2">投资
单位</td><td rowspan="2">期初
余额</td><td colspan="8">本期增减变动</td><td rowspan="2">期末
余额</td><td rowspan="2">减值
准备
期末
余额</td></tr><tr><td>追加
投资</td><td>减少
投资</td><td>权益
法下
确认
的投
资损
益</td><td>其他
综合
收益
调整</td><td>其他
权益
变动</td><td>宣告
发放
现金
股利
或利
润</td><td>计提
减值
准备</td><td>其他</td></tr><tr><td colspan="12">一、合营企业</td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>小计</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td colspan="12">二、联营企业</td></tr><tr><td>北京
黄河
旋风
鑫纳
达科</td><td>5,993
,843.
33</td><td></td><td></td><td></td><td></td><td></td><td></td><td>5,993
,843.
33</td><td></td><td></td><td>5,99
3,84
3.33</td></tr></table> |
9226783_204.pdf | en | <table><tr><td>技有
限公
司</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>河南
许钻
科技
有限
责任
公司</td><td></td><td>4,000
,000.
00</td><td></td><td>-841,
854.1
5</td><td></td><td></td><td></td><td></td><td></td><td>3,158
,145.
85</td><td></td></tr><tr><td>河南
济风
钻石
材料
科技
有限
公司</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>3,500
,000.
00</td><td>3,500
,000.
00</td><td></td></tr><tr><td>小计</td><td>5,993
,843.
33</td><td>4,000
,000.
00</td><td></td><td>-841,
854.1
5</td><td></td><td></td><td></td><td>5,993
,843.
33</td><td>3,500
,000.
00</td><td>6,658
,145.
85</td><td>5,99
3,84
3.33</td></tr><tr><td>合计</td><td>5,993
,843.
33</td><td>4,000
,000.
00</td><td></td><td>-841,
854.1
5</td><td></td><td></td><td></td><td>5,993
,843.
33</td><td>3,500
,000.
00</td><td>6,658
,145.
85</td><td>5,99
3,84
3.33</td></tr></table>
其他说明：
无
# 4、 营业收入和营业成本
# (1). 营业收入和营业成本情况
√适用 □不适用
单位：元 币种：人民币
<table><tr><td rowspan="2">项目</td><td colspan="2">本期发生额</td><td colspan="2">上期发生额</td></tr><tr><td>收入</td><td>成本</td><td>收入</td><td>成本</td></tr><tr><td>主营业务</td><td>2,343,923,161.16</td><td>1,556,804,590.53</td><td>1,762,311,932.42</td><td>1,300,509,143.58</td></tr><tr><td>其他业务</td><td>36,583,804.41</td><td>25,412,690.72</td><td>30,691,061.11</td><td>18,143,278.02</td></tr><tr><td>合计</td><td>2,380,506,965.57</td><td>1,582,217,281.25</td><td>1,793,002,993.53</td><td>1,318,652,421.60</td></tr></table>
# (2). 合同产生的收入的情况
√适用 □不适用
单位：元 币种：人民币
<table><tr><td>合同分类</td><td>合计</td></tr><tr><td>商品类型</td><td></td></tr><tr><td>超硬材料</td><td>1,610,668,484.94</td></tr><tr><td>超硬材料制品</td><td></td></tr><tr><td>建筑机械</td><td>31,403,968.01</td></tr><tr><td>超硬刀具</td><td>17,238,586.99</td></tr><tr><td>超硬复合材料</td><td>123,614,244.39</td></tr><tr><td>金属粉末</td><td>183,648,449.74</td></tr><tr><td>线锯</td><td>10,875,001.58</td></tr></table> |
11744862_3.pdf | en | from the precisely measured lifetimes of the \( 6 p \, ^ { 2 } P _ { 1 / 2 } \) and \( 6 p ~ \AA ^ { 2 } \)\( ^ 2 P _ { 3 / 2 } \) states [35]. The other important E1 matrix elements are obtained using the RCC method in the sin-gles and doubles approximation (CCSD method) as de-scribed in [45, 46]. Contributions to \( \alpha _ { c } \) are determined using a relativistic random-phase approximation (RRPA) as described in [40]. It has been demonstrated that the RRPA method can give rise to very reliable results for the atomic systems having inert gas configurations [47].Smaller contributions from \( \alpha _ { c v } \) and from the high-lying excited states (tail contribution \( \alpha _ { t } \)) that are omitted in the above sum-over-states approach are estimated in the Dirac-Hartree-Fock (DHF) approximation.
It is not easy to get the dynamic electric permittivity of any real materials, so the convenient way of determin-ing these constants for simple metals such as gold is to use the Drude-Lorentz model as was done in Ref. [26]. In pursuance of obtaining more realistic values of these con-stants for different materials, we prefer to use the known real and imaginary parts of the refractive indices of a ma-terial at few real values of frequency \( \omega \). The imaginary parts of the dielectric permittivities of the materials can then be obtained using the relation
\[ I m \left[ \epsilon ( \omega ) \right] = 2 n ( \omega ) \kappa ( \omega ) , \eqno ( 9 ) \]
where \( n ( \omega ) \) and \( \kappa ( \omega ) \) are the respective real and imag-inary parts of the refractive index of a material at fre-quency \( \omega \). We use the optical data from the handbook by Palik [48] for the frequencies ranging from 0.1 eV to 10000 eV for Au metal to calculate \( I m [ \epsilon ( \omega ) ] \). Thereafter, the required real values of the dielectric constants at the imaginary frequencies \( ( \epsilon ( \iota \omega ) \)) are obtained by using the Kramers-Kronig formula. The available data, however, does not cover the whole frequency range to carry out the integration of Eq. (4). Thus, we extrapolate these val-ues for the lower frequencies to increase the domain over which the integrations are to be performed [49, 50]. For the frequencies below 0.1 eV, the classified values from[48] are extrapolated using the free electron Drude model in which the dielectric permittivity along the imaginary axis is represented as
\[ \epsilon ( \iota \omega ) = 1 - \frac { \omega _ { p } { } ^ { 2 } } { \omega ( \omega + \iota \gamma ) } , \eqno ( 1 0 ) \]
where \( \omega _ { p } = ( 2 \pi c / \lambda _ { p } ) \) is the plasma frequency and \( \gamma \) is the relaxation frequency. The optical data values for \( \omega _ { p } \) and \( \gamma \) available from various sources differ slightly, but we use these values as \( \omega _ { p } = 9 . 0 \) eV and \( \gamma \) = 0.035 eV as out-lined in [26, 49–51]. In case of Si (semiconductor),\( \mathrm { { S i O _ { 2 } } } \) (dielectric), Sapphire and YAG, the complex frequency-dependent dielectric permittivity are quoted for a wide range of energies in the handbook of Palik. Therefore, we use all these values for carrying out the integration and do not extrapolate any data. On the otherhand, experi-mental data of \( n ( \omega ) \) and \( k ( \omega ) \) for \( \mathrm { S i N _ { x } } \) are not available at all and we use Tauc-Lorentz model [33, 52] for esti-mating dielectric constants of this material.
TABLE III: Comparison of the calculated values of damping function \( f _ { 3 } ( a ) \) defined in Eq.(4) for different separation dis-tances a for the interaction of Cs atom with the gold surface.
<table><tr><td rowspan="2">a
(a. u.)</td><td colspan="2">f3(a)</td></tr><tr><td>This work</td><td>Ref. [26]</td></tr><tr><td>11×10</td><td>1.00</td><td>0.99780</td></tr><tr><td>12×10</td><td>1.00</td><td>0.99408</td></tr><tr><td>15×10</td><td>0.98</td><td>0.97903</td></tr><tr><td>21×10</td><td>0.95</td><td>0.95169</td></tr><tr><td>22×10</td><td>0.89</td><td>0.90210</td></tr><tr><td>25×10</td><td>0.78</td><td>0.79521</td></tr><tr><td>31×10</td><td>0.66</td><td>0.68309</td></tr><tr><td>32×10</td><td>0.53</td><td>0.54485</td></tr><tr><td>35×10</td><td>0.33</td><td>0.33918</td></tr></table>
TABLE IV: Comparison of \( C _ { 3 } \) coefficients ratios of Li, Na, K and Rb atoms with the Cs atom for the perfect conductor, metal, semiconductor and dielectric surfaces.
<table><tr><td></td><td>iC \( C _ { 3 } ^ { \mathrm { L } } \) /Cs3 </td><td>\( \gamma _ { 2 } ^ { \mathrm { N } } \) aC/Cs3 </td><td>C \( \gamma _ { 2 } ^ { \mathrm { F } } \) /Cs3 </td><td>Rb
C s \( \gamma _ { 3 } ^ { 0 } \) 3/</td></tr><tr><td>Perfect conductor</td><td>0.313</td><td>0.393</td><td>0.638</td><td>0.773</td></tr><tr><td>Metal: Au</td><td>0.416</td><td>0.464</td><td>0.715</td><td>0.811</td></tr><tr><td rowspan="2">Semiconductor: Si
Dielectric:</td><td rowspan="2">0.430</td><td rowspan="2">0.477</td><td rowspan="2">0.726</td><td rowspan="2">0.818</td></tr><tr><td>SiO2</td><td>0.409</td><td>0.458</td><td>0.708</td><td>0.807</td></tr><tr><td>SiNx</td><td>0.418</td><td>0.464</td><td>0.709</td><td>0.801</td></tr></table>
Again, the interactions between the ground states of atoms with an anisotropic surface have been studied be-fore [53, 54]. These studies demonstrate that for a uni-form birefringent dielectric surface, with the symmetry axis normal to the interface, the interaction potential de-scribed Eq. (3) is still applicable if \( \epsilon \) is replaced by an effective quantity \( \bar { \epsilon } \) defined as
\[ \bar { \epsilon } ( \iota \omega ) = \left[ \epsilon _ { | | } ( \iota \omega ) \epsilon _ { \bot } ( \iota \omega ) \right] ^ { \frac { 1 } { 2 } } , \eqno ( 1 1 ) \]
where \( \epsilon _ { | | } \) and \( \epsilon _ { \perp } \) are the respective dielectric permittiv-ities for the electric fields parallel and perpendicular to the interface between the atom and the dielectric surface.
# III. RESULTS AND DISCUSSION
The evaluation of \( C _ { 3 } \) coefficients requires the precise estimation of dynamic polarizabilities of the Cs atom. Table I presents the scalar polarizabilities of the Cs atom in its ground state along with the E1 matrix elements for different transitions that are used to estimate \( \alpha _ { v } \) and other contributions to the polarizabilities. The E1 ma-trix elements for the \( 6 S _ { 1 / 2 } { - } 6 P _ { 1 / 2 , 3 / 2 } \) transitions are taken from the experimentally measured data given in [35].Our calculated value of the scalar polarizability \( ( \alpha ( 0 ) ) \) |
11744862_4.pdf | en | FIG. 2: (Color online) The retardation coefficient \( f _ { 3 } ( a ) \) for the Cs atom as a function of the distance a from a perfect conductor, Au (metal) metal and Si (semiconductor).
FIG. 3: (Color online) The retardation coefficient \( f _ { 3 } ( a ) \) for the Cs atom as a function of the distance a from the differ-ent dielectric surfaces such as \( \mathrm { { S i O _ { 2 } } } \),\( \mathrm { S i N } _ { \mathrm { v } } \), Sapphire (ordinary, extraordinary, birefringent) and YAG.
for the 6 \( S \) state is 399.8 a.u.. This is in very good agree-ment with the value (399 a.u.) obtained by Borschevsky et al. [36] and experimentally measured value 401.0(6) a.u. of Amini et al. [38]. As seen, contributions from \( \alpha _ { c v } \) and \( \alpha _ { t } \) are quite small andj ustify use of a lower method for their evaluation. Our \( \alpha _ { c } \) from RRPA also match with the value of Derevianko et al. [42]. Good agreement between the calculated and experimental results of \( \alpha ( 0 ) \) indicates that our approach can also give similar accura-cies for the estimated dynamic polarizabilities. Next, we compute the atom-surface dispersion \( C _ { 3 } \) coefficients for a perfect conductor by numerically evaluating Eq. (4). Dynamic polarizabilities used for this purpose are plotted in Fig. 1(a). In the same plot, we also show the values obtained by the single oscillator model (SOM) that are used by other works as discussed below. We compare our \( C _ { 3 } \) coefficient for the perfect conductor with the re-sult obtained by Derevianko and co-workers [42] in Table II. Though our \( \alpha ( 0 ) \) value match quite well with Dere-vianko et al. [37], but we find difference in the \( C _ { 3 } \) value. A similar finding was also observed for the other alkali atoms that were studied by us in Ref. [23]. Our analysis shows that the main reason for the discrepancy is because of different numerical integration methods used in both the works. Derevianko et al. use a Gaussian quadrature integration method with 50 point formula while we have used an exponential grid in our calculations as discussed in [23]. In the same table we have given our calcu-lated \( C _ { 3 } \) coefficients for the other material media using their dynamic dielectric constants that are plotted in Fig. 1(b). In our earlier work [23], we have also given these constants for Au, Si, \( \mathrm { { S i O _ { 2 } } } \) and \( \mathrm { S i N } _ { x } \). Hence, we only present the final results without giving the fine details of their evaluations. Compared to these materials we find a different trend of \( \epsilon ( \iota \omega ) \) values for the ordinary, extraor-dinary and birefringent sapphires and also for the YAG surfaces, especially at the low frequency range. We could not find another study to verify directly the validity of this trend, but a recent calculation of \( S ( \omega ) \) in Ref. [55]shows almost a similar trend. This somewhat assures us about accurate determination of the \( \epsilon ( \iota \omega ) \) values for the sapphires and YAG surfaces.
We also give the \( C _ { 3 } \) coefficients for all the considered material media in Table II along with the values known in the literature. As seen, there is another evaluation of \( C _ { 3 } \) for the Au metal reported by Lach et al. [26] They use the SOM model to estimate the dynamic polarizabil-ity values whereas the dynamic dielectric constants are estimated using the Drude model. Nevertheless, we find a reasonable agreement between these results. We, how-ever, did not find any data to compare our results for the dielectric materials and semiconductors. From Table II, it can be seen that the valence correlation is dominant among the core, core-valence and tail correlations, but core contributions are quite significant as compared to their contributions in the evaluation of the polarizabili-ties. Among all the interacting media, the \( C _ { 3 } \) coefficients for the interacting perfect conductor is the highest and it is approximately 40%, 51%, 75%, 64%, 62% and 63% larger than the Au, Si, \( \mathrm { { S i O _ { 2 } } } \),\( \mathrm { S i N _ { x } } \), sapphire and YAG surfaces respectively. The decrease in the interaction co-efficients for the cases of dielectric media might be due to the charge dangling bonds in the materials which ac-counts for the additional interactions in the dielectrics at the shorter separations [56].
Using our described procedure, we also evaluate the re-tarded \( f _ { 3 } \) functions for all the considered materials inter-acting with Cs. In Table III, we compare our results for \( f _ { 3 } \) for the interaction of the Cs atom with the Au surface with the results obtained by Lach et al. [26] at certain separation distances. We also find reasonable agreement between both the results. It can also be observed from this table that at the short separation distances (\( a \rightarrow \) 0), |
20754277_11.pdf | en | As expected, the number of live points K is an impor-tant setting but it is even more crucial in Nessai since it limits the amount of training data available. We find that a minimum of 1000 live points is required and for more complex problems, such as gravitational-wave inference, at least 2000 live points should be used.
There are a large number of settings which relate to the complexity of the normalising flow. Whilst tuning the sampler we found that the number of coupling trans-formations greatly affected convergence. If too many transforms were used the algorithm was prone to over-constraining the posterior distribution. We attribute this to the complexity of the iso-likelihood contour learnt by the flow, if the flow has too many trainable parameters it can over-fit the distribution and exclude regions of the parameter space which should be sampled. At the other extreme, if the model is too simple then resulting contour can “smooth” fine details and more samples are drawn outside of the initial likelihood constraint. These will not be accepted and the sampling process is therefore less ef-ficient. We use a similar logic for the number of neurons and layers in the neural network that parameterises the flow but we find that these parameters predominantly affect training time with a lesser effect on overall con-vergence. Another parameter that is important to con-sider is the batch size, during sampling the normalising flow can be training upwards of 100 times. Hence, a larger batch size is recommended since it can greatly re-duce training time, we also recommend increasing the batch size when using reparameterisations that increase the amount of training data, such as the boundary inver-sion described in section III B and appendix B.
We note that the size of pool of new samples effects the efficiency of the algorithm and the total run-time. If the pool-size is small then the normalising flow is fre-quently retrained, in extreme case where the proposal is inefficient due to, for example, the complexity of the parameter space, then the normalising can be retrained multiple times during a single iteration. Conversely, if the pool-size is large then if the flow is force-ably re-trained a number of points are discarded or, if the flow is only retrained once the pool is empty, then the rejection sampling becomes in-efficient since a large fraction of the potential new points will lie outside the likelihood bound. We instead opt to inversely scale the pool-size given the mean acceptance of the sampler since the last iteration the flow was trained. We recommend setting the base pool-size to the number of live points, only retraining the model when the pool is empty and setting the maxi-mum pool-size to be ten times the base pool-size. We use these settings for the results in section V and find that this results in a median of 263 training instances required to reach convergence.
As mentioned previously, approximately 40% of the run-time is spent on populating the pool of new sam-ples. This is directly attributable to the efficiency of the rejection sampling required to ensure samples are dis-tributed according to the prior. In section III A we pro- pose two methods for drawing samples within the con-tour in the latent space, these produce uniformly and normally distributed samples respectively. In practice we find the two methods comparable in most cases with the exception of when the latent radius lies in the tail of the chi-distribution that corresponds to the latent prior \( p _ { \mathcal { Z } } \) . In this case using the uniform distribution results in lower population and proposal acceptances which leads to longer run-times.
# VI. CONCLUSIONS
We have proposed a novel method for sampling within a given iso-likelihood contour according to the prior that can be incorporated into the standard nested sampling algorithm. Our method employs normalising flows to learn the density of current set of live points which, once trained, allows us to produce points within the contour by sampling from a simple distribution and using rejec-tion sampling. The use of normalising flows allows us to avoid using multiple bounding distributions and since new samples are independent of the previous samples we eliminate the need to use a random walk. We imple-ment this proposal method in our sampler, Nessai, and conduct a series of tests to verify that it recovers the cor-rect Bayesian posteriors and then compare our results to those obtained with another sampler to determine if our design does in fact result in a more efficient sampler.
We apply our sampler to 128 four second duration simulated signals from the coalescence of binary black hole systems sampled at 2048 Hz and we run two sepa-rate analyses, one with distance marginalisation and an-other without. The resulting P-P plots (fig. 3) show that our sampler more reliably recovers the posterior distribu-tions with distance marginalisation than without, how-ever both pass the P-P test. This indicates that our proposal method does not introduce any inherent biases.
We use dynesty for the comparison, which has been shown to produce results consistent with those used in previous LVK analyses [36]. We find that our sampler returns evidences consistent with dynesty, which serves as further verification of our results. Since we aim to pro-duce a more efficient sampler we also compare the like-lihood evaluations required to reach convergence. When not using distance marginalisation we find that Nessai requires 5.04 \( \times 1 0 ^ { 6 } \) likelihood evaluations, 2.07 times fewer than dynesty. When distance marginalisation is en-abled Nessai requires \( 7 . 2 2 \times 1 0 ^ { 6 } \), which, whilst still 1.34 fewer than dynesty, is more than with the marginali-sation disabled. As such, we recommend using Nessai without distance marginalisation for gravitational-wave inference.
However, this reduction in likelihood evaluations does not relate directly to the total computation time because of the additional costs associated with sampling, which for Nessai are associated with training the normalis-ing flow and populating the pool of new samples. We |
20754277_12.pdf | en | find that the fraction of the time spent of each stage changes when using distance marginalisation. Without the marginalisation, on average, 8% of the total computa-tion time is spent on training and a further 40% on popu-lation. When using distance marginalisation this changes to 5% spent on training and 42% on population. We at-tribute the difference in population time to the efficiency of the rejection sampling, which is improved when includ-ing the reparameterisation for distance discussed in sec-tion III C. We find that without distance marginalisation the median run-time for Nessai is 2.32 times faster than dynesty. However when distance marginalisation is en-abled we observe that, on average, Nessai is only 1.40 times faster than dynesty. This further reinforces our recommendation to use Nessai with distance marginali-sation disabled.
We also show how our sampler can make use of paral-lelised likelihood functions by evaluating the likelihood of new live points during the population stage. We repeat the previous analysis for a single injection without dis-tance marginalisation and parallelise the likelihood com-putation with increasing number of threads up to 16. We observe that the reduction time evaluating the likelihood does not quite match the theoretical values, indicating that there is a small overhead associated with it. This also highlights how the limiting factor is the time spent training the normalising flow and populating the pool of new live point.
To aid in diagnosing potential biases during sampling, we include a series of diagnostics in our sampler which allow us to easily identify under and over-constraining. These diagnostics also help to tune the sampling settings and highlight how periodically re-training the normal-ising flow during sampling prevents the proposal from becoming inefficient during sampling.
We find that our algorithm is susceptible to under-sampling regions of the parameter space which are close to the prior bounds. We consequently introduce the previously described reparameterisations to mitigate this and a series of diagnostics to aid in diagnosing biases and correctly tuning the settings. We aim address this in fur-ther work with changes to the design of the normalising flows we have used.
It is natural to compare this work to [27–30] which use variational autoeconders and normalising flows to pro-duce posterior distributions. Our approach differs from these in that it requires no prior computation since train-ing occurs during sampling and we do not introduce any assumptions about the data other than those necessary to apply a nested sampling algorithm. Nessai is therefore a drop-in replacement for existing sampling algorithms that does not require changes to existing pipelines. In future work we aim to evaluate our sampler us-ing more expensive waveform models including those for longer duration signals, such as those from binary neu-tron star of neutron star-black hole system, and models which include higher-order modes. We will also investi-gate the suitability of other types of normalising flow transforms, such as the spline based transforms from[68] and flows which allow for specifying a manifold [69].These changes could improve the efficiency of the pop-ulation stage which is currently the slowest part of the algorithm. Another possible approach for reducing the cost of population is using alternative reparameterisa-tions for parameters such as the spins magnitudes, which we observe to be two of the most challenging parameters to sample.
In summary, we have proposed a novel variation of the standard nested sampling algorithm that incorpo-rates normalising flows specifically designed for inference with computationally expensive likelihood functions. We have applied our sampler to the problem of gravitational wave inference and shown that it consistently recovers the Bayesian posteriors distributions and evidences with 2.07 times fewer total likelihood evaluations than dynesty, another commonly used sampler, which translates to a 2.32 times reduction in computation time. Our sampler therefore serves as a more efficient drop-in replacement for existing samplers.
# ACKNOWLEDGMENTS
The authors gratefully acknowledge the Science and Technology Facilities Council of the United Kingdom. MJW is supported by the Science and Technology Fa-cilities Council [2285031]. JV and CM are supported by the Science and Technology Research Council [ST/L000946/1]. CM is also supported by the European Cooperation in Science and Technology (COST) action[CA17137]. The authors are grateful for computational resources provided by Cardiff University, and funded by an STFC grant supporting UK Involvement in the Oper-ation of Advanced LIGO.
Software: Nessai was initially developed using cp-nest [21] with permission from the authors and still shares a similar interface and other core codes. Nessai is implemented in Python and uses NumPy [70], SciPy[71], pandas [72, 73], nflows [47], PyTorch [46], mat-plotlib [74] and seaborn [75]. Gravitational wave in-jections were generated using Bilby and bilby pipe [25].Figures were prepared using matplotlib [74], seaborn[75], Bilby [25] and corner [76]. |
20750989_3.pdf | en | where \( k _ { B } \) is Boltzmann’s constant. If we take \( \vartheta \approx \) 0.83 this reproduces the Curie-Weiss temperature \( T _ { \mathrm { C W } } \approx \, 0 . 2 \mathrm { K } \) mea-sured in Ref. [27, 28, 30]. As a final consistency check, we can then calculate the magnitude of the ordered moment \( m ^ { \mathsf { o r d } } \) which we expect to find in the ground state. At our level of approximation, the ratio of \( m ^ { \mathsf { o r d } } \) to the full, saturated, moment \( m ^ { \mathsf { s a t } } \) is given by
\[ \frac { m ^ { \mathrm { o r d } } } { m ^ { \mathrm { s a t } } } = \cos ( \vartheta ) \left( \frac { S - \langle a _ { i } ^ { \dagger } a _ { i } \rangle } { S } \right) . \eqno ( 2 0 ) \]
The spin wave calculation gives us \( \begin{array} { r } { \left( \frac { S - \langle a _ { i } ^ { \dagger } a _ { i } \rangle } { S } \right) \approx \, 0 . 8 7 . } \end{array} \) The fact that this number is close to unity is a good indica-tor that the linear spin wave approach is valid. Combining this with the estimated value of \( \vartheta \) gives an ordered moment fraction \( \frac { m ^ { \mathrm { o r d } } } { m ^ { \mathrm { s a t } } } \approx 0 . 5 9 \). This is close to the value \( \begin{array} { r } { \frac { m ^ { \mathrm { o r d } } } { m ^ { \mathrm { s a t } } } \approx 0 . 5 } \end{array} \) ob-tained in Ref. [27], but a bit higher than the value \( \frac { m ^ { \mathrm { o r d } } } { m ^ { \mathrm { s a t } } } \approx 0 . 3 3 \) obtained in Ref. [28]. It is interesting to note that most of this moment reduction comes from the pseudospin rotation \( \vartheta \), not from the zero-point fluctuations, as one might typically expect.
The theory presented in this article is thus the first to present a consistent treatment of the ground state and the finite energy spectrum in \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \). At the same time it is also able to ac-count for the apparent contradiction between the Curie-Weiss temperature and the antiferromagnetic ordering and gives rea-sonable agreement with the strongly reduced ordered moment measured in experiments [27].
Moment fragmentation– Having established that a theory based on a linear spin wave treatment of Eq. (4) correctly reproduces the experimental phenomenology, we can now ask what this theory tells about the proposed “magnetic moment fragmentation”. In particular, is this a true example of moment fragmentation, as proposed in Ref. [17], and if so, what is its origin?
The proposal of Brooks-Bartlett et al. in Ref. [17] is based on the Helmholtz decomposition of the magnetisation density
\[ \mathbf { m } = \mathbf { m } _ { m } + \mathbf { m } _ { d } = \nabla \psi + \nabla \times \mathbf { A } \qquad \qquad ( 2 1 ) \]
where \( \mathbf { m } _ { d } \; = \; \nabla \times \mathbf { A } \) is divergence-free \( ( \nabla \cdot \mathbf { m } _ { d } \ = \ 0 \)) and \( \mathbf { m } _ { m } = \nabla \psi \) is “divergence-full”. The fragmentation phe-nomenon is observed when magnetic order occurs in \( \mathbf { m } _ { m } \), but \( \mathbf { m } _ { d } \) remains fluctuating quasi-independently of \( \mathbf { m } _ { m } \). Since \( \mathbf { m } _ { d } \) obeys \( \nabla \cdot \mathbf { m } _ { d } = 0 \) this gives rise to the pinch point corre-lations associated with a Coulomb phase [12, 22–24].
We can understand the magnetic fragmentation phe-nomenon in \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \) by defining fields \( \mathbf { m } _ { i } ^ { ( \tilde { \alpha } ) } \) for each pseu-dospin component \( \tilde { \tau } _ { i } ^ { \tilde { \alpha } } \), according to Eq. (7) and then applying the Helmholtz decomposition to each one individually
\[ \mathbf { m } _ { i } ^ { ( \tilde { \alpha } ) } = \nabla \psi ^ { ( \tilde { \alpha } ) } + \nabla \times \mathbf { A } ^ { ( \tilde { \alpha } ) } . \qquad \qquad ( 2 2 ) \]
FIG. 3: Closing of the flat band gap \( \Delta _ { \mathrm { f l a t } } \) with increasing \( \tilde { J } _ { x } \) and the proximity of a \( U ( 1 ) \) quantum spin liquid phase, shown for \( \tilde { J } _ { y } = 0 \). The gap to the flat band which contains the Coulomb-phase-like cor-relations of Fig. 1(b) closes when the ratio \( \begin{array} { r } { \frac { \tilde { J } _ { x } } { | \tilde { J } _ { z } | } = 3 . } \end{array} \) This is a likely indicator of the onset of a \( U ( 1 ) \) spin liquid phase. Based on the pa-rameterisation of Eq. (18) this ratio is \( \begin{array} { r } { \frac { \bar { J } _ { x } } { | \bar { J } _ { z } | } \approx 2 . 1 9 } \end{array} \) in \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \), suggesting the possibility of observing a \( U ( 1 ) \) spin liquid ground state \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \) or related Nd based pyrochlores, induced by appli-cation of chemical or physical pressure.
(Note that \( \mathbf { m } _ { i } ^ { ( \tilde { y } ) } \) does not contribute to the physical mag-netisation field \( \mathbf { m } _ { i } \) [Eq. (6)]).
In the all-in-all-out ground state, \( \mathbf { m } _ { i } ^ { ( \tilde { z } ) } \) is completely “divergence-full”, and we may write \( { \bf A } ^ { ( z ) } \; = \; 0 \). The fluc-tuations of \( \mathbf { m } _ { i } ^ { ( \tilde { x } ) } \) and \( \mathbf { m } _ { i } ^ { ( \tilde { y } ) } \), on the other hand, have both divergence-free and “divergence-full” components. The mo-ment fragmentation phenomenon is observed because the equations of motion decouple the dynamics of divergence-free and “divergence-full” components of \( \mathbf { m } _ { i } ^ { ( \tilde { x } ) } , \mathbf { m } _ { i } ^ { ( \tilde { y } ) } \).
Writing down the Heisenberg equations of motion for \( \mathbf { m } _ { i } ^ { ( \tilde { x } ) } \) and \( \mathbf { m } _ { i } ^ { ( \tilde { y } ) } \) and linearising around the all-in-all-out ground state we find
\[ \begin{array} { r l } { \partial _ { t } \mathbf { m } _ { i } ^ { ( \tilde { \alpha } ) } \approx \varepsilon _ { \tilde { \alpha } ^ { \prime } \tilde { \alpha } \tilde { z } } S \big ( \tilde { \mathsf { J } } _ { \alpha ^ { \prime } } \nabla _ { i } ( \nabla \cdot \mathbf { m } ^ { ( \tilde { \alpha } ^ { \prime } ) } ) + } & { { } } \\ { ( 6 | \tilde { \mathsf { J } } _ { z } | - 2 \tilde { \mathsf { J } } _ { \alpha ^ { \prime } } ) \mathbf { m } _ { i } ^ { ( \tilde { \alpha } ^ { \prime } ) } \big ) } & { { } ( 2 3 ) } \end{array} \]
where \( \tilde { \alpha } { } ^ { \prime } \, = \, \tilde { y } \) when \( \tilde { \alpha } \, = \, \tilde { x } \) and vice versa and \( \varepsilon _ { \tilde { x } \tilde { y } \tilde { z } } = \)\( - \varepsilon _ { \tilde { \boldsymbol { \Psi } } \tilde { \boldsymbol { z } } } = 1 \). In Eq. (23), \( \nabla \) and \( \nabla \cdot \)· should be interpreted as the lattice gradient and divergence. This suggestive form for the equations of motion in terms of the lattice gradient and divergence arises because the sites of the pyrochlore lattice can be considered as the bonds of a bipartite (in this case, diamond) lattice [12].
Eq. (23) can be solved in terms of the Helmholtz decompo-sitions [Eq. (22)], by writing
\[ \partial _ { t } \psi ^ { ( \tilde { \alpha } ) } = \varepsilon _ { \tilde { \alpha } ^ { \prime } \tilde { \alpha } \tilde { z } } S \bigl ( \tilde { \mathsf { J } } _ { \alpha ^ { \prime } } \nabla ^ { 2 } \psi ^ { ( \tilde { \alpha } ^ { \prime } ) } + ( 6 | \tilde { \mathsf { J } } _ { z } | - 2 \tilde { \mathsf { J } } _ { \alpha ^ { \prime } } ) \psi ^ { ( \tilde { \alpha } ^ { \prime } ) } \bigr ) \]
\[ \partial _ { t } { \bf A } ^ { ( \tilde { \alpha } ) } = \varepsilon _ { \tilde { \alpha } ^ { \prime } \tilde { \alpha } \tilde { z } } S ( 6 | \tilde { \bf J } _ { z } | - 2 \tilde { \bf J } _ { \alpha ^ { \prime } } ) { \bf A } ^ { ( \tilde { \alpha } ^ { \prime } ) } \eqno ( 2 5 ) \]
The important feature of Eqs. (24)-(25) is that the diver-genceless fluctuations i.e. fluctuations of \( { \bf A } ^ { ( \tilde { \alpha } ) } ) \) are com-pletely decoupled from the “divergence full” fluctuations i.e. |
20750989_4.pdf | en | fluctuations of \( \psi ^ { ( \tilde { \alpha } ) } ) \). Fluctuations of \( \mathbf { A } ^ { ( \tilde { \alpha } ) } \) form a flat band at energy \( \Delta _ { \mathrm { f l a t } } = \sqrt { ( 3 | \tilde { \bf J } _ { z } | - \tilde { \bf J } _ { x } ) ( 3 | \tilde { \bf J } _ { z } | - \tilde { \bf J } _ { y } ) } \), while fluctuations of \( \psi ^ { ( \tilde { \alpha } ) } \) form dispersive bands.
The physical magnetisation field in \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \) [Eq. (6)]thus comprises (i) a static, ordered, “divergence full” compo-nent, (ii) a finite energy divergenceless component exhibiting Coulomb-liquid-like correlations and finally (iii) another “di-vergence full” component corresponding to the finite energy dispersive bands.
The fact that all three components are observable within a magnetisation field which is strictly Ising like (in the sense that \( \mathbf { m } _ { i } \) is always parallel to the local easy axis) is a consequence of the unusual symmetry of dipolar octupolar doublets- specifically that the x-component of the pseudospin transforms like the z-component of a dipole moment. This un-derstanding of the moment fragmentation is fully compatible with the observation that the pinch points remain observable above the ordering transition at \( T _ { N } \), but at lower frequency[25]. Above the transition \( \mathbf { m } _ { i } ^ { ( \tilde { x } ) } \) can fluctuate for little or no energy cost but its correlations will remain ice like due to the positive value of \( \tilde { \bf { J } } _ { x } \).
Conclusions– In conclusion we have explained the quantum origins of the moment fragmentation in \( \mathrm { N d } _ { 2 } / { \bf r } _ { 2 } ( \r ) , \), observed in Ref. [25]. It may be rationalized as the consequence of the symmetry properties of dipolar-octupolar doublets and a de-coupling of divergence-free and divergence-full fluctuations in the equations of motion.
Much of the physics discussed here is generic to systems described by the exchange Hamiltonian \( \mathcal { H } _ { \mathrm { X Y Z } } ^ { \mathrm { D O } } \) which have an all-in-all-out ground state. Specifically, the flat band exhibit-ing pinch points at finite energy is present throughout the all-in-all-out phase of \( \mathcal { H } _ { \mathrm { X Y Z } } ^ { \mathrm { D O } } \), at least at the level of linear spin wave theory. It will therefore be interesting to investigate whether the moment fragmentation phenomenon is also ob-served in other Nd based pyrochlores showing an all-in-all-out ground state such as \( \mathrm { N d _ { 2 } S n _ { 2 } O _ { 7 } } \) [34],\( \mathbf { N d } _ { \mathcal { O } } ] \)\( \mathsf { H r } _ { \mathsf { \Phi } } ( \mathsf { \Lambda } ) , \) 7 [35] and possibily \( \mathrm { N d } _ { 2 } \mathrm { P b } _ { 2 } \mathrm { O } _ { 7 } \) [36].
The parameterisation of the exchange Hamiltonian \( \mathcal { H } _ { \mathrm { X Y Z } } ^ { \mathrm { D O } } \)[Eq. (4)], given in Eq. (18) suggests that \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \) is proxi-mate to the \( U ( 1 ) \) spin liquid phase which has been long sought amongst “quantum spin ice” pyrochlores [14, 16, 37–42]. As shown in Fig. 3, the closing of the gap to the flat band con-taining the pinch point correlations occurs at \( \begin{array} { r } { \frac { \tilde { \bf J } _ { x } } { | \tilde { \bf J } _ { z } | } = 3 } \\ { \quad \quad \quad \quad \quad \quad \quad } \end{array} \) within linear spin wave theory. Classically, this would signal the for-mation of an extensive ground state manifold with ice-like character, but the mixing of these states by quantum fluctu-ations is known to stablise a \( U ( 1 ) \) spin liquid with dynamic emergent gauge fields [37, 40]. The placement of \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \) close to the point where this gap vanishes hints at the prox-imity of the \( \bar { U } ( 1 ) \) spin liquid phase. If there is a well formed Coulomb phase above \( T _ { N } \) in \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \) this may make the observed magnetic ordering a candidate for the observation of a Higgs transition in which the emergent gauge field of the Coulomb phase is gapped by the condensation of emergent gauge charges [44, 45]. We therefore have reason to hope that experiments on \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \) and related materials may yet re-veal even more exotic phenomena.
Acknowledgements – This work was supported by the The-ory of Quantum Matter Unit of the Okinawa Institute of Sci-ence and Technology Graduate University. The author is grateful to Ludovic Jaubert and Nic Shannon for careful read-ings of the manuscript.
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9277089_214.pdf | en | # (63) 外币货币性项目
<table><tr><td rowspan="2"></td><td colspan="3">2021 年 12 月 31 日</td></tr><tr><td>外币余额</td><td>折算汇率</td><td>人民币余额</td></tr><tr><td>货币资金—</td><td></td><td></td><td></td></tr><tr><td>美元</td><td>123</td><td>6.3757</td><td>785</td></tr><tr><td>欧元</td><td>12</td><td>7.2197</td><td>88</td></tr><tr><td>港币</td><td>38</td><td>0.8176</td><td>31</td></tr><tr><td>澳元</td><td>4</td><td>4.6220</td><td>20</td></tr><tr><td>日元</td><td>217</td><td>0.0554</td><td>12</td></tr><tr><td>塔卡</td><td>108</td><td>0.0744</td><td>8</td></tr><tr><td>其他外币</td><td></td><td></td><td>59</td></tr><tr><td>应收账款—</td><td></td><td></td><td></td></tr><tr><td>美元</td><td>31</td><td>6.3757</td><td>195</td></tr><tr><td>欧元</td><td>2</td><td>7.2197</td><td>16</td></tr><tr><td>港币</td><td>13</td><td>0.8176</td><td>11</td></tr><tr><td>澳元</td><td>2</td><td>4.6220</td><td>9</td></tr><tr><td>塔卡</td><td>94</td><td>0.0744</td><td>7</td></tr><tr><td>卢比</td><td>82</td><td>0.0857</td><td>7</td></tr><tr><td>日元</td><td>54</td><td>0.0554</td><td>3</td></tr><tr><td>其他外币</td><td></td><td></td><td>18</td></tr><tr><td>其他应收款—</td><td></td><td></td><td></td></tr><tr><td>美元</td><td>45</td><td>6.3757</td><td>288</td></tr><tr><td>日元</td><td>108</td><td>0.0554</td><td>6</td></tr><tr><td>韩元</td><td>556</td><td>0.0054</td><td>3</td></tr><tr><td>港币</td><td>2</td><td>0.8176</td><td>2</td></tr><tr><td>其他外币</td><td></td><td></td><td>23</td></tr><tr><td>设备租赁定金—</td><td></td><td></td><td></td></tr><tr><td>美元</td><td>47</td><td>6.3757</td><td>298</td></tr><tr><td>应付账款—</td><td></td><td></td><td></td></tr><tr><td>美元</td><td>111</td><td>6.3757</td><td>706</td></tr><tr><td>港币</td><td>5</td><td>0.8176</td><td>4</td></tr><tr><td>欧元</td><td>1</td><td>7.2197</td><td>4</td></tr><tr><td>日元</td><td>36</td><td>0.0554</td><td>2</td></tr><tr><td>其他外币</td><td></td><td></td><td>11</td></tr><tr><td>其他应付款—</td><td></td><td></td><td></td></tr><tr><td>美元</td><td>3</td><td>6.3757</td><td>18</td></tr><tr><td>日元</td><td>162</td><td>0.0554</td><td>9</td></tr><tr><td>欧元</td><td>1</td><td>7.2197</td><td>4</td></tr><tr><td>港币</td><td>2</td><td>0.8176</td><td>2</td></tr><tr><td>其他外币</td><td></td><td></td><td>8</td></tr></table> |
9277089_215.pdf | en | <table><tr><td rowspan="2"></td><td colspan="3">2021 年 12 月 31 日</td></tr><tr><td>外币余额</td><td>折算汇率</td><td>人民币余额</td></tr><tr><td>租赁负债（包含</td><td></td><td></td><td></td></tr><tr><td>一年内到期）—</td><td></td><td></td><td></td></tr><tr><td>美元</td><td>6,866</td><td>6.3757</td><td>43,778</td></tr><tr><td>欧元</td><td>354</td><td>7.2197</td><td>2,558</td></tr><tr><td>日元</td><td>9,449</td><td>0.0554</td><td>523</td></tr><tr><td>其他外币</td><td></td><td></td><td>19</td></tr></table>
# 五 合并范围的变更
# 其他原因的合并范围变动
本年度，本集团下属子公司广州航空货站有限公司(“广州货站”)完成工商注销，不再纳入合并范围。该子公司在核准注销登记前的经营成果和现金流量已包括在本集团 2021 年度的合并利润表及合并现金流量表中。 |
20739461_8.pdf | en | where \( \begin{array} { r } { \alpha _ { \pm } \, = \, 6 \frac { V _ { b g } } { a _ { \perp } ^ { 2 } a _ { 1 D } ( B _ { \pm } ) } \, + \, \frac { V _ { b g } } { V _ { p } ^ { C I R } } } \end{array} \). In Figs. 7 and 8 we show the calculated resonance width \( \Delta _ { 1 D } \) as a func-tion of the rescaled energy \( \epsilon \) and waveguide frequency \( \omega _ { \perp } \), respectively, together with the analytical result ac-cording to Eq.(31). One observes a good agreement for \( \omega _ { \perp } < 0 . 0 1 \). However, we encounter major deviations with increasing \( \omega _ { \perp } \) except for the zero energy limit \( \epsilon \rightarrow \) 0. These deviations are due to the fact that the analytical formula (30) which we used to derive (31), was obtained in the zero energy limit and does not work for larger en-ergies. In Fig.9 we present the real part of our scattering amplitude \( R e ( f _ { p } ) \) along with the analytical results from (30) as a function of \( V _ { p } / V _ { \perp } \) for \( \epsilon \) = 0.9 (large energy) for comparison. As the trap frequency \( \omega _ { \perp } \) increases we observe deviations between the analytical and numerical results for \( f _ { p } \).
The same way as in the case of the free space reso-nance, the width \( \Delta _ { 1 D } \) of the CIR narrows with decreas-ing energy \( \epsilon \) (see Fig.7). Fig.8 shows that in a harmonic waveguide there is a region where we have a possibility for narrowing the width by decreasing the trap frequency.
# VI. CONCLUSION
We develop and analyze a theoretical model to study Feshbach resonances of identical fermions in atomic waveguides by extending the two-channel model sug-gested in [33] and adopted in [32] for confined bosons. In this model, the experimentally known parameters of Feshbach resonances in free space are used as an input. Within this approach we have calculated the shifts and widths of p-wave magnetic Feshbach resonance of \( { } ^ { 4 0 } \mathrm { K } \) atoms in the hyperfine state \|F = 9/2, mF = −7/2i and for the relative angular momentum state \|l = 1, ml = 0i emerging in harmonic waveguides as p-wave CIRs. We find a linear dependence of the resonance position on the longitudinal colliding energy below the threshold for the first transverse excitation. It is shown that in a har-monic waveguide there is the possibility to decrease the width of the p-wave Feshbach resonance by decreasing the (transversal) trap frequency which could be used in corresponding experiments. Our analysis demonstrates the importance of including the effective range terms in the computational schemes for the description of the p-wave CIRs contrary to the case of s-wave CIRs where the impact of the effective radius is negligible. In previous in-vestigations of the p-wave CIRs in harmonic waveguides[13, 17, 23] the effects due to the effective range have been neglected. The developed model can be applied for a quantitative analysis of other p-wave CIRs following a different spin structure and for confining traps of differ-ent geometry including effects due to anharmonicity and anisotropy.
# VII. ACKNOWLEDGEMENTS
Sh.S would like to thank J. Abouie and S. Abedin-pour for fruitful discussions. V.S.M.and P.S. acknowl-edge financial support by the Heisenberg-Landau Pro-gram. V.S.M. thanks the Zentrum f¨ur Optische Quan-tentechnologien of the University of Hamburg and Sh.S. thanks the Bogoliubov Laboratory of Theoretical Physics of JINR for their warm hospitality. This work was sup-ported by IASBS (Grant No.G2014IASBS12648).
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3462140_16.pdf | en | Under generally accepted accounting principles ("GAAP"), we are required to record purchased loans acquired through acquisitions at fair value, which may differ from the outstanding balance of such loans. Estimating the fair value of such loans requires management to make estimates based on available information and facts and circumstances on the acquisition date. Actual performance could differ from management’s initial estimates. If these loans outperform our original fair value estimates, the difference between our original estimate and the actual performance of the loan (the “discount”) is accreted into net interest income. This accretable yield may change due to changes in expected timing and amount of future cash flows. The yields on our loans could decline as our acquired loan portfolio pays down or matures, and we expect downward pressure on our interest income to the extent that the runoff on our acquired loan portfolio is not replaced with comparable highyielding loans. This could result in higher net interest margins and interest income in current periods and lower net interest rate margins and lower interest income in future periods.
# We operate in a highly regulated environment and may be adversely affected by changes in federal and state laws and regulations that increase our costs of operations.
The financial services industry is extensively regulated. We are subject to extensive examination, supervision and comprehensive regulation by the Federal Reserve, and Heritage Bank is subject to examination, supervision and comprehensive regulation by the FDIC and the Division. The Federal Reserve, FDIC and Division govern the activities in which we may engage, primarily for the protection of depositors and the Deposit Insurance Fund. These regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the ability to impose requirements for additional capital, restrictions on operations, the reclassification of assets, and the determination of the adequacy of the allowance for loan losses and level of deposit insurance premiums assessed. These bank regulators also have the ability to impose conditions in the approval of merger and acquisition transactions.
As discussed under Item 1 "Business"—Capital Adequacy of this Form 10K, the DoddFrank Act has significantly changed the bank regulatory structure and affected the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The DoddFrank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies have significant discretion in drafting and implementing rules and regulations. It is difficult at this time to predict when or how any new standards will ultimately be applied to us or what specific impact the DoddFrank Act and the yet to be written implementing rules and regulations will have on community banks. The current administration has indicated that it would like to see changes made to certain financial reform regulations, including the DoddFrank Act, which has resulted in increased regulatory uncertainty, and we are assessing the potential impact on financial and economic markets and on our business. Changes in federal policy and at regulatory agencies are expected to occur over time through policy and personnel changes, which could lead to changes involving the level of oversight and focus on the financial services industry. The nature, timing and economic and political effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain. If changes to the DoddFrank Act or the rules and regulations implementing the Act are made, such changes could offset the otherwise anticipated increase in operating and compliance costs (included in noninterest expense); however, no assurance can be given as to whether such changes will occur or what may result from such changes.
# Our loan portfolio is concentrated in loans with a higher risk of loss.
Repayment of our commercial business loans, consisting of commercial and industrial loans as well as owner-occupied and nonowner occupied commercial real estate loans, is often dependent on the cash flows of the borrower, which may be unpredictable, and the collateral securing these loans may fluctuate in value. We offer different types of commercial loans to a variety of businesses with a focus on real estate related industries and businesses in agricultural, healthcare, legal, and other professions. The types of commercial loans offered are business lines of credit, term equipment financing and term real estate loans. We also originate loans that are guaranteed by the SBA, and are a “preferred lender” of the SBA. Commercial business lending involves risks that are different from those associated with real estate lending. Real estate lending is generally considered to be collateral based lending with loan amounts established on predetermined loan to collateral values and liquidation of the underlying real estate collateral being viewed as the primary source of repayment in the event of borrower default. Our commercial business loans are primarily made based on our assessment of the cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The borrower's cash flow may be unpredictable, and collateral securing these loans may fluctuate in value. Although commercial business loans are often collateralized by equipment, inventory, accounts receivable or other business assets, the liquidation of collateral in the event of default is often an insufficient source of repayment because accounts receivable may be uncollectible and inventories may be obsolete or of limited use, among other things. Accordingly, the repayment of commercial business loans depends primarily on the cash flow and creditworthiness of the borrower and secondarily on the underlying collateral provided by the borrower. In addition, as part of our commercial business lending activities, we originate agricultural loans. Agricultural lending |
3462140_17.pdf | en | involves a greater degree of risk and typically involves higher principal amounts than other types of loans. Payments on agricultural loans are typically dependent on the profitable operation or management of the related farm property. The success of the farm may be affected by many factors outside the control of the borrower, including adverse weather conditions that prevent the planting of a crop or limit crop yields (such as hail, drought and floods), declines in market prices for agricultural products (both domestically and internationally) and the impact of government regulations (including changes in price supports, subsidiaries and environmental regulations). In addition, many farms are dependent on a limited number of key individuals whose injury or death may significantly affect the successful operation of the farm. If the cash flow from a farming operation is diminished, the borrower’s ability to repay the loan may be impaired.
At December 31, 2017, our commercial business loans (consisting of commercial and industrial loans, owner-occupied commercial real estate loans and nonowner occupied commercial real estate loans) totaled \$2.25 billion, or approximately 79.1% of our total loan portfolio. Approximately \$9.1 million, or 0.4%, of our total commercial business loans were nonperforming at December 31, 2017. The majority of the nonperforming commercial business loans were owner-occupied commercial real estate loans.
Our nonowner occupied commercial real estate loans, which include five or more family residential real estate loans, involve higher principal amounts than other loans and repayment of these loans may be dependent on factors outside our control or the control of our borrowers. We originate commercial and five or more family residential real estate loans for individuals and businesses for various purposes, which are secured by commercial properties. These loans typically involve higher principal amounts than other types of loans, and repayment is dependent upon income generated, or expected to be generated, by the property securing the loan in amounts sufficient to cover operating expenses and debt service, which may be adversely affected by changes in the economy or local market conditions. For example, if the cash flow from the borrower’s project is reduced as a result of leases not being obtained or renewed, the borrower’s ability to repay the loan may be impaired.
Commercial and five or more family residential real estate loans also expose us to greater credit risk than loans secured by onetofour family residential real estate because the collateral securing these loans typically cannot be sold as easily as onetofour family residential real estate. In addition, many of our commercial and five or more family residential real estate loans are not fully amortizing and contain large balloon payments upon maturity. Such balloon payments may require the borrower to either sell or refinance the underlying property in order to make the payment, which may increase the risk of default or nonpayment. If we foreclose on a commercial and five or more family residential real estate loan, our holding period for the collateral typically is longer than for onetofour family residential loans because there are fewer potential purchasers of the collateral. Additionally, commercial and five or more family residential real estate loans generally have relatively large balances to single borrowers or related groups of borrowers. Accordingly, if we make any errors in judgment regarding the collectability of our commercial and five or more family residential real estate loans, any resulting chargeoffs may be larger on a per loan basis than those incurred with our residential or consumer loan portfolios.
As of December 31, 2017, our nonowner occupied commercial real estate loans totaled \$986.6 million, or 34.6% of our total loan portfolio. Approximately \$1.9 million, or 0.2%, of our nonowner occupied commercial real estate loans were nonperforming at December 31, 2017.
Our real estate construction and land development loans are based upon estimates of costs and the related value associated with the completed project. These estimates may be inaccurate. Construction lending can involve a higher level of risk than other types of lending because funds are advanced partially based upon the value of the project, which is uncertain prior to the project’s completion. Changes in demand for new housing and higher than anticipated building costs may cause actual results to vary significantly from those estimated. Because of the uncertainties inherent in estimating construction costs as well as the market value of a completed project and the effects of governmental regulation of real property, our estimates with regards to the total funds required to complete a project and the related loantovalue ratio may vary from actual results. If the estimate of value upon completion proves to be inaccurate, we may be confronted at, or prior to, the maturity of the loan with a project the value of which is insufficient to assure full repayment. In addition, speculative construction loans to a builder are often associated with homes that are not presold, and thus pose a greater potential risk to us than construction loans to individuals on their personal residences. Loans on land under development or held for future construction also pose additional risk because of the lack of income being produced by the property and the potential illiquid nature of the collateral. These risks can be significantly impacted by supply and demand. As a result, this type of lending often involves the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project and the ability of the borrower to sell or lease the property or refinance the indebtedness, rather than the ability of the borrower or guarantor to independently repay principal and interest. If our estimate of the value of a project at completion proves to be overstated, we may have inadequate security for repayment of the loan and may incur a loss. |
3453601_94.pdf | en | # PART IV
# Item 15. Exhibits, Financial Statement Schedules.
# (a) (1) List of Financial Statements
The following Consolidated Financial Statements of Tupperware Brands Corporation and Report of Independent Registered Public Accounting Firm are included in this Report under Item 8:
Consolidated Statements of Income, Comprehensive Income, Shareholders' Equity and Cash Flows - Years ended December 26, 2015, December 27, 2014 and December 28, 2013;
Consolidated Balance Sheets - December 26, 2015 and December 27, 2014;
Notes to the Consolidated Financial Statements; and
Report of Independent Registered Certified Public Accounting Firm.
# (a) (2) List of Financial Statement Schedules
The following Consolidated Financial Statement Schedule (numbered in accordance with Regulation S-X) of Tupperware Brands Corporation is included in this Report:
Schedule II-Valuation and Qualifying Accounts for each of the three years ended December 26, 2015.
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (SEC or the Commission) are not required under the related instructions, are inapplicable or the information called for therein is included elsewhere in the financial statements or related notes contained or incorporated by reference herein.
# (a) (3) List of Exhibits: (numbered in accordance with Item 601 of Regulation S-K)
<table><tr><td>Exhibit
Number</td><td>Description</td></tr><tr><td>*3.1</td><td>Restated Certificate of Incorporation of the Reigstrant (Attached as Exhibit 3.1 to Form 10-Q, filed with
the Commission on August 5, 2008 and incorporated herein by reference).</td></tr><tr><td>*3.2</td><td>Amended and Restated By-laws of the Reigstrant as amended August 28, 2008 (Attached as Exhibit 3.2
to Form 8-K, filed with the Commission on August 28, 2008 and incorporated herein by reference).</td></tr><tr><td>*4</td><td>Indenture dated June 2, 2011 (Attached as Exhibit 4.1 to Form 8-K, filed with the Commission on June 7,
2011 and incorporated herein by reference).</td></tr><tr><td>*10.1</td><td>1996 Incentive Plan as amended throuhg January 26, 2009 (Attached as Exhibit 10.1 to Form 10-K, filed
with the Commission on February 25, 2009 and incorporated herein by reference).</td></tr><tr><td>*10.2</td><td>Di'rectors Stock Plan as amended throuhg January 26, 2009 (Attached as Exhibit 10.2 to Form 10-K,
filed with the Commission on February 25, 2009 and incorporated herein by reference).</td></tr><tr><td>*10.3</td><td>Form of Change of Control Emlpoyment Agreement (Attached as Exhibit 10.3 for Form 10-K, filed with
the Commission on February 25, 2009 and incorporated herein by reference).</td></tr><tr><td>*10.4</td><td>Securities and Asset Purchase Aigreement between the Regstrant and Sara Lee Corporation (now known
as Hillshire Brands Co.) dated as of August 10, 2005 (Attached as Exhibit 10.01 to Form 8-K/A, filed
with the Commission on August 15, 2005 and incorporated herein by reference).</td></tr><tr><td>*10.5</td><td>Forms of stock option, restricted stock and restricted stock unit agreements utilized with the Reigstrant's
officers and directors under certain stock-based incentive lpans (Attached as Exhibit 10.6 to Form 10-K,
filed with the Commission on February 25, 2009 and incorporated herein by reference).</td></tr><tr><td>*10.6</td><td>Chief Executive Officer Severance Agreement between the Reistrant and E.V. Goings amended and
grestated effective February 17, 2010 (Attached as Exhibit 10.8 to From 10-K, filed with the Commission
on February 23, 2010 and incorporated herein by reference).</td></tr></table> |
3453601_95.pdf | en | <table><tr><td>Exhibit
Number</td><td>Description</td></tr><tr><td>*10.7</td><td>Sulppemental Executive Retirement Plan, amended and restated effective February 2, 2010 (Attached as
Exhibit 10.9 to Form 10-K, filed with the Commission on February 23, 2010 and incorporated herein by
reference).</td></tr><tr><td>*10.8</td><td>Sulppemental Plan, amended and restated effective January 1, 2009 (Attached as Exhibit 10.11 to Form
10-K, filed with the Commission on February 25, 2009 and incorporated herein by reference).</td></tr><tr><td>*10.9</td><td>2006 Incentive Plan as amended throuhg January 26, 2009 (Attached as Exhibit 10.12 to Form 10-K,
filed with the Commission on February 25, 2009 and incorporated herein by reference).</td></tr><tr><td>*10.10</td><td>2010 Incentive Plan (Attached as Exhibit 4.3 to Form S-8, filed with the Commission on November 3,
2010 and incorporated herein by reference).</td></tr><tr><td>*10.11</td><td>2010 Incentive Plan Restricted Stock Agreement (Attached as Exhibit 4.4 to Form S-8, filed with the
Commission on November 3, 2010 and incorporated herein by reference).</td></tr><tr><td>*10.12</td><td>Credit Agreement, as amended throuh June 9, 2015 (Attachedg as Exhibit 10.1 and 10.2 to Form 10-Q,
filed with the Commission on August 5, 2014 and as Exhibit 10.1 to Form 8-K as filed with the
Commission on June 9, 2015 and incorporated herein by reference).</td></tr><tr><td>21</td><td>Subsidiaries of Tupperware Brands Corporation as of February 24, 2016.</td></tr><tr><td>23</td><td>Consent of Independent Reigstered Certified Public Accounting Firm.</td></tr><tr><td>24</td><td>Powers of Attorney.</td></tr><tr><td>31.1</td><td>Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.</td></tr><tr><td>31.2</td><td>Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.</td></tr><tr><td>32.1</td><td>Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by the Chief
Executive Officer.</td></tr><tr><td>32.2</td><td>Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by the Chief
Financial Officer.</td></tr><tr><td>101</td><td>The following financial stat'ements from Tupperware Brands Corporations Annual Report on Form 10-K
for the year ended December 26, 2015, formatted in XBRL (eXtensible Business Reporting Language):
(i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii)
C'onsolidated Balance Sheets, (iv) Consolidated Statements of Shareholders Equity, (v) Consolidated
Statements of Cash Flows, (vi) Notes to the Consolidated Financial Statements, tagged in detail, and (vii)
Schedule II. Valuation and Qualifiyng Accounts.</td></tr></table>
\* Document has heretofore been filed with the SEC and is incorporated by reference and made a part hereof.
The Registrant agrees to furnish, upon request of the SEC, a copy of all constituent instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries. |
11709284_276.pdf | en | Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of non-monetary item measured at fair value is treated in line with the recognition of the gain or loss on change in fair value of the item (i.e., translation difference on the item whose fair value gain or loss is recognised in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or loss, respectively).
The functional currencies of certain overseas subsidiaries are currencies other than the Hong Kong dollar. As at the end of each of the Track Record Period, the assets and liabilities of these entities are translated into the presentation currency of the Company at the exchange rates prevailing at the end of each of the Track Record Period and their statements of profit or loss are translated into Hong Kong dollars at the weighted average exchange rates for the year. The resulting exchange differences are recognised in other comprehensive income and accumulated in the exchange fluctuation reserve. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in the statement of profit or loss.
For the purpose of the combined statements of cash flows, the cash flows of overseas subsidiaries are translated into Hong Kong dollars at the exchange rates ruling at the dates of the cash flows. Frequently recurring cash flows of overseas subsidiaries which arise throughout the year are translated into Hong Kong dollars at the weighted average exchange rates for each of the Track Record Period.
# 5. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Financial Information requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future.
# Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the Financial Information:
# Income taxes
Significant judgements on the future tax treatment of certain transactions are required in determining income tax provisions. The Group carefully evaluates tax implications of transactions, including any potential tax liabilities. When the Group determines any transactions that may result in probable future tax outflows and the amount can be reliably measured, tax provisions are recorded accordingly. Such tax provision may not be indicative of the ultimate tax payment with tax authorities. The tax treatment of such transactions is considered periodically to take into account all changes in tax legislation.
# Determination of functional currency
The Group measures foreign currency transactions in the respective functional currencies of the Company and its subsidiaries. In determining the functional currencies of the group entities,j udgement is required to determine the currency that mainly influences sales prices for goods and services; the currency of the country whose competitive forces and regulations mainly determine the sale prices of |
11709284_277.pdf | en | the entity’s goods and services; and the currency that mainly influences labour, material and other costs of providing goods or services.
# Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each of the Track Record Period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.
# Impairment of property, plant and equipment
Items of property, plant and equipment are tested for impairment if there is any indication that the carrying value of these assets may not be recoverable and the assets are subject to an impairment loss. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. The value-in-use calculation requires the Group to estimate the future cash flows expected to arise from the relevant cash-generating unit and a suitable discount rate is used in order to calculate the present value.
# Write-down of inventories to net realisable value
Management reviews the condition of inventories of the Group and write-down the carrying amounts of obsolete and slow-moving inventory items which are identified as no longer suitable for sale or use to their respective net realisable value. The Group estimates the net realisable value for such inventories based primarily on the latest invoice prices and current market conditions at the end of each of the Track Record Period.
The identification of obsolete and slow-moving inventory items requires the use of judgements and estimates. Where the expectation is different from the original estimate, such difference will impact on the carrying values of inventories and the write-down of inventories recognised in the periods in which such estimates have been made.
# Impairment of loans and receivables
The Group assesses at the end of each of the Track Record Period whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience of assets with similar credit risk characteristics.
# Deferred tax assets
Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.
# 6. OPERATING SEGMENT INFORMATION
The Group focuses primarily on trading of apparel products and provision of the apparel supply chain management services during the Track Record Period. Information reported to the Group’s chief operating decision maker, for the purpose of resources allocation and performance assessment, focuses on the operating results of the Group as a whole as the Group’s resources are integrated and |
11773984_127.pdf | en | We will make further efforts to recruit more students for Huali Vocational College Yunfu Campus and Huali Technician College Yunfu Campus, which commenced operations in September 2018 and September 2016, respectively. Those schools have significant potential to increase recruitment. We will continue to increase our teaching staff and increase the number of majors and curricula in Yunfu campuses to further improve the quality of our education and attract more students. Particularly, we started to offer five-year full-time vocational programs to students ofj unior high-school level at Huali Technician College in September 2018 to further expand student enrollment.
We also plan to upgrade Huali Vocational College (including both Huali Vocational College Zengcheng Campus and Huali Vocational College Yunfu Campus) from a school providing three-year junior college education to a school providing four-year undergraduate education. On January 25, 2017, the MOE issued the Opinion on the Establishment of Higher Education Institution During the Thirteenth Five-Year Plan Period (《關於“十三五”時期高等學校設置工作的意見》), which requires scientific planning of higher education institutions. On March 24, 2017, the Department of Education of Guangdong Province issued the Notice on Issues Concerning the Formulation of the Provincial Thirteenth Five-Year Plan of Establishing Higher Education Institutions (《關於編制省高等學校設置“十三五”規劃有關問題的通知》), pursuant to which the provincial Thirteenth Five-Year Plan of establishing higher education institutions (the “Provincial Plan”) shall be formulated before the approval of establishment of any higher education institution is granted. We plan to upgrade our Huali Vocational College according to the applicable laws and regulations as well as the latest requirements of the government authorities. Such upgrade plan is subject to the approval from relevant government authorities.
We also intend to continue to expand our school network in new geographic locations both in China and abroad. With encouragement of local government, we plan to establish a newj unior college in Jiangmen City, Guangdong Province to provide higher education and vocational education and grant junior college diplomas accredited by the MOE. Please refer to the section headed “– Planned Expansion” for details. In addition, as of the Latest Practicable Date, we had entered into letters of intent with local governments of Zhanjiang City and Huizhou City in Guangdong Province to explore the possibility of establishing new school or new campus in each city. Moreover, we are also in the process of establishing a new school in the United States to further expand and strengthen our brand. Please refer to the section headed “– Planned Expansion– A Higher Education Institution in the U.S.” in this prospectus for details.
In addition to setting up new schools by ourselves, we also plan to acquire new schools located in our preferred regions in the PRC, such as Guangdong Province, Henan Province, Sichuan Province, Shandong Province, Yunnan Province and Chongqing Municipality, and overseas countries in Southeast Asia and North America. As of the Latest Practicable Date, we did not have specific acquisition targets. We will take a variety of factors into account when selecting new school locations and potential acquisition targets, including demographics, potential demand, income trends, regional economic conditions, the level of local government support, the availability of suitable sites and existing market competition.
According to our current understanding and interpretation of the MOJ Draft for Comments, if the MOJ Draft for Comments is adopted in its current form, it may have the following implications for our expansion strategy:
(i) we may acquire schools that are permitted to be registered, and have not been registered, as for-profit private schools or non-profit private schools. When required to do so, we will register such acquired schools as for-profit private schools;
(ii) we may enter into cooperation with public universities with respect to independent colleges that have not been registered as for-profit private schools or non-profit private schools. However, if such independent colleges are required to register as |
11773984_128.pdf | en | for-profit private schools or non-private schools prior to any acquisition by us, in order for our acquisition to continue, such colleges shall cease collaboration with the public universities subject to the MOE approval and register as for-profit private schools. Such colleges may no longer be able to use the names of the public universities;
(iii) we may acquire schools that have been registered as for-profit private schools. The consideration payable for such acquisitions is expected to take into account the additional costs that may be involved in the for-profit private school registration process; and
(iv) we may not be able to acquire any schools that have already been registered as non-profit private schools.
We currently do not consider that the implications above would have any material impact on our expansion strategy, except that the number of target schools available for our acquisition may be reduced by those that will be registered as a non-profit private school in the future.
We have established a special committee (comprising Mr. Zhang, Mr. Ye Yaming, Mr. Dong Xiaolin, Mr. Ma Zhixiong and Mr. Zhang Zhicheng) led by Mr. Zhang to pay close attention to the developments of the relevant policies and regulations, including the Amendment and the MOJ Draft for Comments. We will assess whether the MOJ Draft for Comments or other relevant implementation rules and regulations in the future will present practical challenges or compliance issues to any future acquisition. Such special committee will ensure that our acquisitions in the future will fully comply with the relevant rules and regulations in effect from time to time.
# Continue to improve our profitability by optimizing our pricing and sources of revenue
One of the most significant factors affecting our profitability is the tuition fee rates we charge at our schools. We plan to optimize our pricing through differentiating tuition fee rates for different majors we offer based on popularity andj ob prospects of such majors. During the Track Record Period, all our schools raised their tuition fee rates for certain majors. For certain popular majors, such as visual communication design, environment design and electrical engineering and automation at Huali College and environment art design, financial management and construction costing at Huali Vocational College, we charge higher tuition fee rates which are about RMB2,000 to RMB3,000 higher than other majors. Moreover, to make our curricula more attractive, we began to provide value-added bilingual education services with respect to certain of the majors offered at Huali College and Huali Vocational College in the 2016/2017 school year. Students enrolled in these bilingual programs are required to pay additional tuition fees of approximately RMB1,000 to RMB2,000 per student per year, compared with students enrolled in ordinary programs. We believe that we are able to maintain the current tuition fee rates and raise the tuition fee rates charged by our schools where appropriate as our brand awareness and market recognition grow. In addition, we retain the discretion to adjust the tuition fee rates charged by our schools, and our schools are only required to publish their proposed tuition fee rate adjustments to the public, but are not subject to any approval or filing requirements. Historically, we have kept our tuition fees at levels we believe are competitive compared to our peer schools in order to attract more students and thereby increase our student enrollment and market share. As we have established a strong reputation for providing quality education to our students, we believe we are in a good position to optimize our pricing without compromising our reputation and our ability to attract and retain students. |
3462597_26.pdf | en | <table><tr><td></td><td>754</td><td>747</td><td>732</td><td>731</td><td>NM</td><td>577</td></tr><tr><td>Comparable venues (end of period)(2)</td><td>531</td><td>529</td><td>489</td><td>485</td><td>NM</td><td>485</td></tr><tr><td>Comparable venue sales change(2)</td><td>(4.8)%</td><td>2.8%</td><td>(0.4)%</td><td>NM</td><td>NM</td><td>0.4%</td></tr></table>
<table><tr><td></td><td>As of
December 31,
2017</td><td>As of
January 1, 2017</td><td>As of
January 3, 2016</td><td>As of
December 28, 2014</td><td>As of
February 14,
2014</td><td>As of
December 29,
2013</td></tr><tr><td>Balance Sheet Data:</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Total assets</td><td>$ 1,695,044</td><td>$1,710,112</td><td>$1,733,035</td><td>$1,836,113</td><td>NM</td><td>$ 791,611</td></tr><tr><td>Total debt(5)</td><td>986,419</td><td>989,948</td><td>994,448</td><td>999,783</td><td>NM</td><td>382,879</td></tr><tr><td>Stockholders’ equity</td><td>262,148</td><td>206,005</td><td>208,546</td><td>292,586</td><td>NM</td><td>160,768</td></tr><tr><td>Dividends declared</td><td>—</td><td>—</td><td>70,000</td><td>—</td><td>—</td><td>17,372</td></tr></table>
(1) We operate on a 52 or 53 week fiscal year ending on the Sunday nearest December 31. Fiscal year 2015 was 53 weeks in length, which resulted in our fourth quarter consisting of 14 weeks. All other fiscal years presented were 52 weeks.
(2) We define “comparable venue sales” as sales for our domestic owned company-operated venues that have been open for more than 18 months as of the beginning of each respective fiscal year or for acquired venues we have operated for at least 12 months as of the beginning of each respective fiscal year. We define “comparable venue sales change” as the percentage change in comparable venue sales for each respective period. We believe comparable venue sales change to be a key performance indicator within our industry; it is a critical factor in evaluating our performance, as it is indicative of acceptance of our strategic initiatives and local economic and consumer trends. Our comparable venue sales for Fiscal 2015, and the Successor 2014 period exclude the Peter Piper Pizza venues that were acquired in October 2014 as we had operated them for less than 12 months at the beginning of each respective fiscal year. As a result of the 53 week fiscal year in 2015, our 2016 fiscal year began one calendar week later than our 2015 fiscal year. In order to provide useful information and to better analyze our business, we provided comparable venue sales for our 2016 fiscal year presented on both a fiscal week basis and calendar week basis. Comparable venue sales change for 2016 on a calendar week basis compared the results for the period from January 4, 2016 through January 1, 2017 (weeks 1 through 52 of our 2016 fiscal year) to the results for the period from January 5, 2015 through January 3, 2016 (weeks 2 through 53 of our 2015 fiscal year). We believe comparable venue sales change calculated on a same calendar week basis is more indicative of the operating trends in our business. However, we also recognize that comparable venue sales change calculated on a fiscal week basis is a useful measure when analyzing year-over-year changes in our financial statements. The comparable venue sales change in the table above is presented on a calendar week basis, excluding the additional week of operations in 2015. On a fiscal basis, excluding the additional week of operations in 2015, comparable venue sales change would have been 3.0% in 2016.
(3) For our definition of Adjusted EBITDA, see the “Non-GAAP Financial Measures” section below.
(4) Adjusted EBITDA Margin is defined by us as Adjusted EBITDA as a percentage of Total revenues.
(5) Total debt includes our senior notes, our outstanding borrowings under the term loan facility and the revolving credit facility, net of deferred financing costs, capital leases, and the Predecessor Facility.
(6) Results for the Successor 2014 period include the revenues and expenses for Peter Piper Pizza for the 73 day period from October 17, 2014 through December 28, 2014
(7) As a result of the Merger, we applied the acquisition method of accounting and established a new basis of accounting on February 15, 2014. Periods presented prior to and including February 14, 2014 represent the operations of the predecessor company (“Predecessor”) and the periods presented after February 14, 2014 represent the operations of the successor company (“Successor”). The financial results for the period December 29, 2013 through February 14, 2014 represent the 47 day Predecessor period.
# Non-GAAP Financial Measures
Adjusted EBITDA, a measure used by management to assess operating performance, is defined as Net income (loss) plus interest expense, income tax expense (benefit), depreciation and amortization expense, impairments, gains and losses on asset disposals, and stock based compensation. In addition, Adjusted EBITDA excludes other items we consider unusual or non-recurring and other adjustments required or permitted in calculating covenant compliance under our secured credit facilities and the indenture governing our senior notes (see discussion of our senior notes in Part II, Item 7. “Management’s |
3462597_27.pdf | en | Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources - Debt Financing”).
Adjusted EBITDA is presented because we believe that it provides useful information to investors regarding our operating performance and our capacity to incur and service debt and fund capital expenditures. We believe that Adjusted EBITDA is used by many investors, analysts and rating agencies as a measure of performance. We also present Adjusted EBITDA because it is substantially similar to Credit Agreement EBITDA, a measure used in calculating financial ratios and other calculations under our debt agreements, except for (i) the Change in Deferred amusement revenue; and (ii) excluding the annualized full year effect of Company-operated and franchised venues that were opened and closed during the year. By reporting Adjusted EBITDA, we provide a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance.
Our definition of Adjusted EBITDA allows for the exclusion of certain non-cash and other income and expense items that are used in calculating net income from continuing operations. However, these are items that may recur, vary greatly and can be difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these items can represent the reduction of cash that could be used for other corporate purposes. These measures should not be considered as alternatives to operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance, or cash flows as measures of liquidity. These measures have important limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, we rely primarily on our U.S. GAAP results and use Adjusted EBITDA and Adjusted EBITDA Margin, only supplementally. |
11782095_22.pdf | en | # Legislative or regulatory actions relating to electricity transmission and renewable energy may impact the demand for our services.
Current and potential legislative or regulatory actions may impact demand for our services. Certain legislation or regulations require utilities to meet reliability standards and encourage installation of new electric transmission and renewable energy generation facilities. However, it is unclear whether these initiatives will create sufficient incentives for projects or result in increased demand for our services.
While many states have mandates in place that require specified percentages of electricity to be generated from renewable sources, states could reduce those mandates or make them optional, which could reduce, delay or eliminate renewable energy development in the affected states. Additionally, renewable energy is generally more expensive to produce and may require additional power generation sources as a backup. The locations of renewable energy projects are often remote and may not be viable unless new or expanded transmission infrastructure to transport the electricity to demand centers is economically feasible. Furthermore, funding for renewable energy initiatives may not be available. These factors could result in fewer renewable energy projects and a delay in the construction of these projects and the related infrastructure, which could negatively impact our business.
# Seasonal variations and inclement weather may cause fluctuations in our operating results, profitability, cash flow and working capital needs related to our operating segments.
A significant portion of our business in each of our operating segments is performed outdoors. Consequently, our results of operations are exposed to seasonal variations and inclement weather. Our operating segments perform less work in the winter months, and work is hindered during other inclement weather events. In particular, our Utility T&D segment revenue and profitability often decrease during the winter months and during severe weather conditions because work performed during these periods is more costly to complete. During periods of peak electric power demand in the summer, utilities generally are unable to remove their electric power T&D equipment from service, decreasing the demand for our maintenance services during such periods. The seasonality of this segment’s business also causes our working capital needs to fluctuate. Because this segment’s operating cash flow is usually lower during and immediately following the winter months, we typically experience a need to finance a portion of this segment’s working capital during the spring and summer. Conversely, our Canada segment typically posts its strongest results during the winter and summer months and weaker results during what is known as the “Spring breakup,” when road bans and load limits are put in place and workers are often furloughed and equipment idled. Severe winter weather can also create demand for restoration of storm damage to overhead utility lines, which can offer opportunities for high margin emergency restoration work for our Utility T&D segment.
# Our failure to recover adequately on claims against project owners for payment could have a material adverse effect on us.
We occasionally bring claims against project owners for additional costs exceeding the contract price or for amounts not included in the original contract price. These types of claims occur due to matters such as owner-caused delays or changes from the initial project scope, which result in additional costs, both direct and indirect. These claims can be the subject of lengthy arbitration or litigation proceedings, and it is often difficult to accurately predict when these claims will be fully resolved. When these types of events occur and unresolved claims are pending, we may invest significant working capital in projects to cover cost overruns pending the resolution of the relevant claims. A failure to promptly recover on these types of claims could have a material adverse impact on our liquidity and financial condition.
# Our business is dependent on a limited number of key clients.
We operate primarily in the oil and gas and power industries, providing services to a limited number of clients. Much of our success depends on developing and maintaining relationships with our major clients and obtaining a share of contracts from these clients. The loss of any of our major clients could have a material adverse effect on our operations. One client was responsible for approximately 25.0 percent of total contract revenue from continuing operations in 2016. This client was also responsible for 42.6 percent of our 12-month backlog and 45.8 percent of our total backlog at December 31, 2016.
# Terrorist attacks and war or risk of war may adversely affect our results of operations, our ability to raise capital or secure insurance or our future growth.
The continued threat of terrorism and the impact of military and other action will likely lead to continued volatility in prices for crude oil and natural gas and could affect the markets for our operations. In addition, future acts of terrorism could be |
11782095_23.pdf | en | directed against companies operating both outside and inside the United States. Further, the U.S. government has issued public warnings that indicate that pipelines and other energy assets might be specific targets of terrorist organizations. These developments may subject our operations to increased risks and, depending on their ultimate magnitude, could have a material adverse effect on our business.
# Our operations are subject to a number of operational risks.
Our business operations include pipeline construction, fabrication, pipeline rehabilitation services and a wide range of services in electric power and natural gas transmission and distribution. We may encounter difficulties that impact our ability to complete a project in accordance with the original delivery schedule. These difficulties may be the result of delays in designs, engineering information or materials provided by the customer or a third party, delays or difficulties in equipment and material delivery, schedule changes, delays from our customer's failure to timely obtain permits or rights-of-way or meet other regulatory requirements, weather-related delays, delays caused by difficult worksite environments and other factors, some of which are beyond our control. We also may encounter project delays due to local opposition, which may include injunctive actions as well as public protests, to the siting of electric transmission lines, pipelines or other facilities, especially those which are located in environmentally or culturally sensitive areas and more heavily populated areas. We may not be able to recover the costs we incur that are caused by delays. In certain circumstances, we guarantee project completion by a scheduled acceptance date or achievement of certain acceptance and performance testing levels. Failure to meet any of our schedules or performance requirements could also result in additional costs or penalties, including liquidated damages, and such amounts could exceed expected project profit. In extreme cases, the above-mentioned factors could cause project cancellations, and we may not be able to replace such projects with similar projects or at all. Such delays or cancellations may impact our reputation or relationships with customers, adversely affecting our ability to secure new contracts.
Our operations also involve a number of operational hazards. Natural disasters, adverse weather conditions, collisions and operator error could cause personal injury or loss of life, severe damage to and destruction of property, equipment and the environment and suspension of operations. In locations where we perform work with equipment that is owned by others, our continued use of the equipment can be subject to unexpected or arbitrary interruption or termination. The occurrence of any of these events could result in work stoppage, loss of revenue, casualty loss, increased costs and significant liability to third parties.
The insurance protection we maintain may not be sufficient or effective under all circumstances or against all hazards to which we may be subject. An enforceable claim for which we are not fully insured could have a material adverse effect on our financial condition and results of operations. Moreover, we may not be able to maintain adequate insurance in the future at rates that we consider reasonable.
# Unsatisfactory safety performance may subject us to penalties, can affect customer relationships, result in higher operating costs, negatively impact employee morale and result in higher employee turnover.
Workplace safety is important to us, our employees and our customers. As a result, we maintain comprehensive safety programs and training to all applicable employees throughout our organization. While we focus on protecting people and property, our work is performed at construction sites and in industrial facilities, and our workers are subject to the normal hazards associated with providing these services. Even with proper safety precautions, these hazards can lead to personal injury, loss of life, damage to or destruction of property, plant and equipment and environmental damage. We are intensely focused on maintaining a strong safety environment and reducing the risk of accidents to the lowest possible level.
Although we have taken what we believe are appropriate precautions to adequately train and equip our employees, we have experienced serious accidents, including fatalities, in the past and may experience additional accidents in the future. Serious accidents may subject us to penalties, civil litigation or criminal prosecution. Claims for damages to persons, including claims for bodily injury or loss of life, could result in costs and liabilities, which could materially and adversely affect our financial condition, results of operations or cash flows.
# We may become liable for the obligations of our joint ventures and our subcontractors.
Some of our projects are performed through joint ventures with other parties. In addition to the usual liability of contractors for the completion of contracts and the warranty of our work, where work is performed through a joint venture, we also have potential liability for the work performed by the joint venture itself. In these projects, even if we satisfactorily complete our project responsibilities within budget, we may incur additional unforeseen costs due to the failure of the joint ventures to perform or complete work in accordance with contract specifications. |
9229374_116.pdf | en | <table><tr><td></td><td>4.00</td><td></td><td></td><td></td><td>48</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td> 加：会计政
策变更</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>-1,400,09
4.29</td><td></td><td>-1,400,094.
29</td></tr><tr><td> 前期
差错更正</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td> 其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>二、本年期初余
额</td><td>1,247,
201,70
4.00</td><td></td><td></td><td></td><td>2,673,3
70,877.
48</td><td></td><td>10,120,
005.35</td><td></td><td>527,787
,524.13</td><td>1,721,777
,618.17</td><td></td><td>6,180,257,7
29.13</td></tr><tr><td>三、本期增减变
动金额（减少以
“－”号填列）</td><td>220,09
4,500.
00</td><td></td><td></td><td></td><td>3,396,2
22,203.
28</td><td></td><td>206,262
.07</td><td></td><td>4,571,4
54.04</td><td>-183,353,
220.40</td><td></td><td>3,437,741,1
98.99</td></tr><tr><td>（一）综合收益
总额</td><td></td><td></td><td></td><td></td><td></td><td></td><td>206,262
.07</td><td></td><td></td><td>45,714,54
0.36</td><td></td><td>45,920,802.
43</td></tr><tr><td>（二）所有者投
入和减少资本</td><td>220,09
4,500.
00</td><td></td><td></td><td></td><td>3,396,2
22,203.
28</td><td></td><td></td><td></td><td></td><td></td><td></td><td>3,616,316,7
03.28</td></tr><tr><td>1．所有者投入
的普通股</td><td>220,09
4,500.
00</td><td></td><td></td><td></td><td>3,310,0
79,492.
81</td><td></td><td></td><td></td><td></td><td></td><td></td><td>3,530,173,9
92.81</td></tr><tr><td>2．其他权益工
具持有者投入
资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．股份支付计
入所有者权益
的金额</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td>86,142,
710.47</td><td></td><td></td><td></td><td></td><td></td><td></td><td>86,142,710.
47</td></tr><tr><td>（三）利润分配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>4,571,4
54.04</td><td>-229,067,
760.76</td><td></td><td>-224,496,30
6.72</td></tr><tr><td>1．提取盈余公
积</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>4,571,4
54.04</td><td>-4,571,45
4.04</td><td></td><td></td></tr><tr><td>2．对所有者（或
股东）的分配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>-224,496,
306.72</td><td></td><td>-224,496,30
6.72</td></tr><tr><td>3．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（四）所有者权
益内部结转</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1．资本公积转
增资本（或股</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table> |
9229374_117.pdf | en | <table><tr><td>本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．盈余公积转
增资本（或股
本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．盈余公积弥
补亏损</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．设定受益计
划变动额结转
留存收益</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>5．其他综合收
益结转留存收
益</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>6．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（五）专项储备</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1．本期提取</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．本期使用</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（六）其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>四、本期期末余
额</td><td>1,467,
296,20
4.00</td><td></td><td></td><td></td><td>6,069,5
93,080.
76</td><td></td><td>10,326,
267.42</td><td></td><td>532,358
,978.17</td><td>1,538,424
,397.77</td><td></td><td>9,617,998,9
28.12</td></tr></table>
# 三、公司基本情况
深圳市海普瑞药业集团股份有限公司（以下简称“本公司”）是一家在中华人民共和国广东省注册的股份有限公司，于1998年4月21日成立。本公司所发行人民币普通股A股及港币普通股H股股票，分别于2010年在深圳证券交易所和2020年在香港联合交易所有限公司上市。本公司总部位于广东省深圳市南山区松坪山朗山路21号。
本公司及其子公司（以下简称“本集团”）主要从事开发、生产经营原料药（肝素钠、依诺肝素钠），从事货物及技术进出口（不含分销及国家专营、专控、专卖商品）等。
本集团的实际控制人为李坦和李锂。
本财务报表业经本公司董事会于2022年04月11日决议批准。
合并财务报表的合并范围以控制为基础确定，本年度变化情况参见附注八。 |
11685092_10.pdf | en | in hotel occupancy levels and ADR, and below historical average growth in lodging supply. These positive lodging fundamentals moderated over the last couple years however. In 2016, the rate of lodging demand growth (1.7%, as reported by STR) decreased as compared to the several years prior while the rate of lodging supply growth (1.6%, as reported by STR) approached historical average levels. In 2017, lodging demand rebounded by increasing 2.7% while lodging supply increased by 1.8%, resulting in industry-wide RevPAR increasing by 3.0%, as reported by STR. Several industry prognosticators, including STR, expect similar levels of RevPAR growth over the next few years as that experienced by the industry in 2017.
We continue to believe our hotel portfolio is well positioned for future performance and long-term real estate value appreciation as a result of our focus on high-quality hotels located in major U.S. lodging markets. However, recognizing that the industry is now entering the ninth year of the current lodging and economic cycle, we expect limited, if any, acquisition activity for the remainder of the lodging cycle and we may increasingly evaluate opportunities to dispose of hotels that we believe have maximized their values.
# Business Strategy
Our goal is to deliver strong total returns to our shareholders in the form of the appreciation of our assets and our ability to return funds to our shareholders in the form of dividends. We intend to pursue the following strategies to achieve this goal:
Identify and pursue value-added investments at our hotels. We employ value-added strategies designed to improve the operating performance and value of our hotels. We have focused a significant portion of our efforts on identifying and pursuing investments to promote the competitive positioning and operations of our hotels, and we intend to continue our aggressive efforts in this regard. Examples include the approximate \$7 million renovation and repositioning of the Hotel Adagio San Francisco in 2012, enabling the hotel to become part of the Marriott Autograph Collection; the approximate\$5 million we spent in 2012 to create 35 additional guestrooms on the top two, previously vacant, floors of the W Chicago –City Center; and in 2014, the completion of three major investments, including the approximate \$37 million comprehensive renovation at our W Chicago – Lakeshore, the approximate \$25 million comprehensive renovation of our former W New Orleans to re-brand the hotel as the Le Meridien New Orleans, and the approximate \$8 million comprehensive renovation of our former Holiday Inn New York City Midtown – 31st Street to re-brand the hotel as the Hyatt Herald Square New York.
Optimize the branding and management of our hotels. We regularly evaluate opportunities to re-brand certain hotels by determining which brands are available in the market, seeking to quantify the potential improvement in revenue generation and profitability that a hotel might experience under a new brand. We analyze these opportunities by reviewing the revenue data of the local competitive set of hotels that are branded most similarly to the proposed new brand for the hotel, which data we obtain from a third party, STR. Based on this data, we project the expected revenue for the hotel with the new brand and use hotel industry standards for profit margins, and our own operating history, to calculate potential profits. We then compare the potential profits to the expected capital costs to bring the hotel into compliance with the standards of the proposed new brand to calculate a return on investment, which we use to determine whether it is in our shareholders’ interests to undertake the re-branding project. Examples of our deployment of this strategy can be found in the repositioning of the previously independent Hotel Adagio San Francisco to become part of the Marriott Autograph Collection in 2013, and the conversions of our former W New Orleans to the Le Meridien brand and our former Holiday Inn New York City Midtown – 31st Street to the Hyatt brand in 2014. Likewise, we continually evaluate the performance of the third parties managing each of our hotels and evaluate whether a hotel might perform better under different managerial control. In this regard, we review the operating performance of the hotel and compare that with its local competitive set and industry standards, as well as our experience in our dealings with the 10 management companies currently operating our hotels. In accordance with this strategy, we replaced the management company operating our two hotels located in New York in October 2016 and the brand management company operating our hotel located in Denver in December 2017. We will continue to pursue a change in a hotel’s management company when we determine the benefits of a change outweigh the costs.
Selectively expand our hotel portfolio through new investments. We may continue our efforts to grow our business by acquiring additional hotels that meet our qualitative and quantitative investment criteria, which may change depending upon our assessment of, among other things, our cost of capital, liquidity, and expectations regarding future lodging industry fundamentals and macroeconomic conditions. We have and will continue to focus our efforts on upper-upscale hotels operating under national franchise brands located in the top 25 U.S. Metropolitan Statistical Areas, in close proximity to major market demand generators that are attractive to business travelers. Our team may continue to target acquisitions that we believe would strengthen the overall quality of our hotel portfolio and further diversify the portfolio by market, customer type and brand. While we anticipate that we would continue to focus on acquiring hotels that are proven leaders in market share, setting the rates in the market and providing superior meeting space, services or amenities, and in good physical |
11685092_11.pdf | en | condition, we may be opportunistic in evaluating acquisition opportunities that might involve near-term renovations, re-branding or management changes under the methods described above. From a financial perspective, we expect to be conservative in our underwriting of the potential returns on investment when evaluating any new acquisition opportunities, which we believe is prudent given the cyclical nature of the lodging industry, and the lack of certainty as to the duration of any growth period.
Evaluate opportunities to redeploy capital. We regularly review the hotels in our portfolio to ensure that they continue to meet our investment criteria. If we were to conclude that a hotel’s value has been maximized, or that it no longer fits within our financial or strategic criteria, we may seek to sell the hotel and plan to use the proceeds, net of any retirement of related debt, to supplement our capital for use in future investments in our existing or new hotels or to reduce the Trust’s overall leverage. In accordance with this strategy, we sold the Courtyard Anaheim at Disneyland Resort, an upscale hotel located in a market with a significant increase in lodging supply expected, for \$32.5 million in 2014 and used the net proceeds to partially fund the subsequent acquisition of the JW Marriott San Francisco Union Square, a high-quality hotel located in the favorable San Francisco market, for a purchase price of \$147.2 million in 2014; and more recently, we sold The Hotel Minneapolis, Autograph Collection, a hotel located in a market that is continuing to experience a significant increase in lodging supply, for \$46.0 million and used the net proceeds to repay outstanding debt.
Maintain our conservative capital structure to preserve financial flexibility. Since our IPO in 2010, we have maintained discipline in targeting an overall debt level not to exceed 40% of the aggregate value of all of our hotels (as calculated in accordance with our revolving credit facility). At the same time, we have secured long-term, low interest rate financing on favorable terms. We believe our strong balance sheet offers us the dual benefit of the ability to move rapidly to capitalize on favorable investment opportunities, as well as to maintain or increase the level of dividends we pay our shareholders over time.
# Hotel Operating Agreements
The following are general descriptions of our management agreements, franchise agreements and TRS lease agreements:
# Management agreements
We have entered into management agreements with third parties to manage our hotels. Our hotel managers generally have sole responsibility and authority for the hotel’s day to day operations and provide all managerial and other hotel employees, oversee operations and maintenance, prepare reports, budgets and projections and provide other administrative and accounting support services. We structure our hotel management agreements to allow us to closely monitor the performance of our hotels and to ensure, among other things, that our third-party managers: (1) implement an approved business and marketing plan; (2) implement a disciplined capital expenditure program; and (3) establish and prudently spend appropriate furniture, fixtures and equipment (“FF&E”) reserves.
Our current management agreements generally provide for base management fees ranging from 2% to 4% of gross hotel revenues and incentive compensation if hotel operating income, as defined in the management agreements, exceeds certain performance thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after we have received a priority return on our investment in the hotel. The terms of our management agreements generally range from five to 20 years initially, with certain extension and renewal periods. In addition, we may, in certain circumstances, terminate each of the management agreements before the expiration of the initial term if the particular hotel fails to meet specified performance objectives, generally targeted levels of RevPAR and gross operating profit, for specified periods. In addition, certain management agreements impose conditions with respect to (1) levels of mortgage loan financing and (2) conveyances of the hotel or any direct or indirect interest therein to third parties.
# Franchise agreements
Of our 21 current hotels, 11 operate pursuant to franchise agreements with hotel brand companies and 10 operate pursuant to management agreements with hotel brand companies that allow them to operate under their respective brands. Under the 11 franchise agreements, we generally pay a royalty fee ranging from 3% to 6% of room revenues and up to 3% of food and beverage revenues, plus additional fees for marketing, central reservation systems, and other franchisor costs that amount to between 1% and 5% of room revenues. The terms of our franchise agreements generally range from 10 to 20 years initially, with certain extension and renewal periods. The franchise agreements specify certain management, operational, recordkeeping, accounting, reporting and marketing standards and procedures with which we must comply. The agreements also obligate us to comply with the franchisor’s standards and requirements with respect to training of operational personnel, safety, maintaining specified insurance, the types of services and products ancillary to guest room services that may be |
11780086_214.pdf | en | # Advanced Medium Range Air-to-Air Missile (AMRAAM)
# Executive Summary
• The next update to the AIM-120 Advanced Medium-Range Air-to-Air Missile (AMRAAM), the AIM-120D, is currently in developmental testing by both the Air Force and Navy at Eglin AFB, Florida, and China Lake Naval Weapons Station, California.
• Key stakeholders, including the program office and DOT&E, suspended AIM-120D progression to operational testing (OT), pending resolution of four key technical deficiencies. These deficiencies include missile lockup, built-in test (BIT) failures, aircraft integration problems, and poor GPS satellite acquisition.
# System
• The AIM-120 AMRAAM is an all-weather, radar-guided air‑to-air missile with capability in both the beyond-visual-range and within-visual-range arenas. A single launch aircraft can engage multiple targets with multiple missiles simultaneously when using AMRAAM.
• The AMRAAM program develops and incorporates phased upgrades periodically.
• The latest version, the AIM-120C-7, completed operational testing in August 2007. It incorporated an upgraded antenna, receiver, signal processor, and new software algorithms to counter new threats. The use of smaller system components creates room for future growth.
• The AIM-120D, the next upgrade to the AMRAAM, is currently in development and is intended to deliver performance improvements over the AIM-120C-7 through the use of an internal GPS, an enhanced datalink, and new software.
# Mission
• The Air Force and Navy, as well as several foreign military forces, use various versions of the AIM-120 AMRAAM to shoot down enemy aircraft.
• All U.S. fighter aircraft use the AMRAAM as the primary beyond-visual-range air-to-air weapon to shoot down enemy aircraft.
# Major Contractor
Raytheon Missile Systems – Tucson, Arizona
# Activity
• Production of AIM-120D began in 2006, and developmental testing (DT) began in 2007.
• In 2009, key stakeholders, including the program office and DOT&E, suspended progression of the AIM-120D to OT due to four performance and reliability deficiencies, including missile lockup, BIT failures, aircraft integration problems, and poor GPS satellite acquisition.
• The Air Force accomplished the final DT/OT shot successfully in August 2011, but Raytheon has not yet resolved missile lockup or aircraft integration problems. The Air Force has not set a date for the Operational Test Readiness Review (OTRR).
# Assessment
• The AIM-120D was originally scheduled to begin OT in 2008; it is now more than three years behind schedule.
• DOT&E’s approval of the Test and Evaluation Master Plan and OT plan are pending resolution of the deficiencies that suspended OT in 2009. Raytheon has solved the BIT fail problem and has developed a pending solution to the GPS failure problem. Weapons failure and aircraft integration deficiencies remain; therefore, the AIM-120D is not production-representative with stable hardware and software.
• The program office is pursuing advancement to OT without solutions to two major technical problems: weapons failure and aircraft integration. The program office should address and produce adequate solutions to these deficiencies before commencing OT.
# Recommendations
• Status of Previous Recommendations. The FY05 recommendation for the program office to include enough test missiles to adequately characterize effectiveness and suitability for the AIM-120D remains valid. The FY07 recommendation for the program office to seek changes to the Air Force’s |
11780086_215.pdf | en | full-scale and sub-scale target programs to ensure proper target presentation, target reliability, and availability, also remains valid.
• FY11 Recommendation.
1. The program office should produce adequate solutions to the identified technical deficiencies before initiating OT and should begin OT only when AIM-120D is production‑representative, with stable hardware and software. |
8352610_20.pdf | en | <table><tr><td>‘‘Factories and Industrial
Undertakings Ordinance’’</td><td>the Factories and Industrial Undertakings Ordinance (Chapter 59
of the Laws of Hong Kong), as amended, sulppemented or
otherwise modified from time to time</td></tr><tr><td>‘‘FY2014/15’’</td><td>the year ended 31 March 2015</td></tr><tr><td>‘‘FY2015/16’’</td><td>the year ended 31 March 2016</td></tr><tr><td>‘‘FY2016/17’’</td><td>the year ended 31 March 2017</td></tr><tr><td>‘‘FY2017/18’’</td><td>the year ended 31 March 2018</td></tr><tr><td>‘‘Gazette’’</td><td>the official publication of the Government for, among other
things, statutory notices for public tenders</td></tr><tr><td>‘‘GDP’’</td><td>gross domestic product, the total market value of all the goods
and services produced within the borders of a nation during a
specified period of time</td></tr><tr><td>‘‘Government’’ or ‘‘Hong Kong
Government’’</td><td>the government of Hong Kong</td></tr><tr><td>‘‘Grand Basework’’</td><td>Grand Basework Limited, a company incorporated in BVI on 21
April 2017 with limited liability and an indirect wholly-owned
subsidiary of our Company</td></tr><tr><td>‘‘Grou’’‘‘’’p, we, ‘‘us or ‘‘our’’</td><td>our Company and its subsidiaries at the relevant time or, where
the context otherwise requires, in respect of the period prior to
our Company becoming the holding company of its present
subsidiaries pursuant to the Reorganisation, its present
subsidiaries and the businesses operated by such subsidiaries</td></tr><tr><td>‘‘HK dollars’’ or‘‘HK$’’ and
‘‘cents’’</td><td>Hong Kong dollars and cents respectively, the lawful currency of
Hong Kong</td></tr><tr><td>‘‘HKFRS’’</td><td>Hong Kong Financial Reporting Standards</td></tr><tr><td>‘‘HKSCC’’</td><td>Hong Kong Securities Clearing Company Limited</td></tr><tr><td>‘‘HKSCC Nominees’’</td><td>HKSCC Nominees Limited</td></tr><tr><td>‘‘Hon’’g Kon’g or ‘‘HKSAR’ or
‘‘HK’’</td><td>the Honig Kong Special Administrative Reon ofg the Peol’pes
ReliChipubc of na</td></tr><tr><td>‘‘Hong Kong Branch Share
Reigstrar’’</td><td>Boardroom Share Reidgstrars (HK) Limite, the branch share
reigstrar and transfer office of our Comipany n Hong Kong</td></tr></table> |
8352610_21.pdf | en | <table><tr><td>‘‘independent third party(ies)’’</td><td>an individual(s) or a company(ies) who or which, to the best of
our Directors’ knowledge, information and belief, having made all
reasonable enquiries, is/are independent of and not connected
with (within the meaning of the Listing Rules) our Company and
its connected persons</td></tr><tr><td>‘‘Ipsos’’</td><td>Ipsos Limited, an industry research consultant and is an
independent third party</td></tr><tr><td>‘‘Ipsos Report’’</td><td>the industry research report commissioned by us and prepared by
Ipsos on the foundation and superstructure building works
industries in Hong Kong in which our Group operates</td></tr><tr><td>‘‘Labour Department’’</td><td>Labour Department of the Government</td></tr><tr><td>‘‘Latest Practicable Date’’</td><td>10 March 2018, being the latest practicable date prior to the
printing of this prospectus for the purpose of ascertaining certain
information in this prospectus</td></tr><tr><td>‘‘Legal Counsel’’</td><td>Mr. Chan Chung, barrister-at-law in Hong Kong, who is an
independent third party</td></tr><tr><td>‘‘Listin’’g</td><td>listing of the Shares on the Main Board</td></tr><tr><td>‘‘Listing Committee’’</td><td>the listing sub-committee of the directors of the Stock Exchange</td></tr><tr><td>‘‘Listing Date’’</td><td>the date, expected to be on or about 29 March 2018, on which
dealings in the Shares first commence</td></tr><tr><td>‘‘Listing Rules’’</td><td>the Rules Governing the Listing of Securities on the Stock
Exchange, as amended, modified and sulppemented from time to
time</td></tr><tr><td>‘‘Main Board’’</td><td>the Main Board of the Stock Exchange</td></tr><tr><td>‘‘Memorandum’’ or ‘‘Memorandum
of Association’’</td><td>the amended and restated memorandum of association of our
Company conditionally adopted on 13 March 2018 and as
amended from time to time, a summary of which is set out in
Appendix III to this prospectus</td></tr><tr><td>‘‘MPF scheme’’</td><td>mandatory provident fund scheme</td></tr><tr><td>‘‘Mr. Benjamin N’’g</td><td>Mr. Ng Chi Bun Benjamin (吳志斌), our chief executive officer,
executive Director and one of our Controlling Shareholders</td></tr><tr><td>‘‘Ms. KY Tsui’’</td><td>Ms. Tsui Kwok Ying (徐幗英), our chairman, non-executive
Director and one of our Controlling Shareholders</td></tr></table> |
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