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8405294_18.pdf | en | <table><tr><td>‘‘Deed of Indemnit’’y</td><td>a deed of indemnity dated 16 June 2014 entered into between our
Controlling Shareholders and our Company referred to in
Appendix IV of this prospectus</td></tr><tr><td>‘‘Deed of Non-competition’’</td><td>a deed of non-competition dated 16 June 2014 entered into by our
Controlling Shareholders in favour of our Company, details of
which are set out in the section headed ‘‘Relationship with
Controlling Shareholders’’ in this prospectus</td></tr><tr><td>‘‘Director(s)’’</td><td>the director(s) of our Company</td></tr><tr><td>‘‘ERP’’</td><td>enterprise resource lpanning</td></tr><tr><td>‘‘Fiona Kim Investments’’</td><td>Fiona Kim Investments Limited, a company with limited liability
incorporated in the BVI on 10 April 2012 and a direct wholly-
owned subsidiary of our Company</td></tr><tr><td>‘‘Fiona Trust’’</td><td>Fiona Trust, a discretionary trust set up by Mr. Jin for which
Standard Chartered Trust acts as the trustee and Mr. Jin, his
spouse and his children are the beneficiaries</td></tr><tr><td>‘‘Frost & Sullivan’’</td><td>Frost & Sullivan (Beijing) Inc., Shanhiga Branch Co., a lgobal
market research and consulting company, which is an Independent
Third Party engaged by our Company as their industry consultant</td></tr><tr><td>‘‘Frost & Sullivan Report’’</td><td>a customised report titled ‘‘China Lady-wear Market Study,
2014’’ prepared by Frost & Sullivan and commissioned by our
Company for the purpose of the Global Offering</td></tr><tr><td>‘‘GDP’’</td><td>gross domestic product</td></tr><tr><td>‘‘Global Offerin’’g</td><td>the Hong Kong Public Offering and the International Offering</td></tr><tr><td>‘‘GREEN Alii’’ppcaton Form(s)</td><td>the alifppcation orm(s) to be comldbKpete Hy the eIPO White
Form Service Provider, designated by the Company</td></tr><tr><td>‘‘Grou’’‘‘p, our Grou’’‘‘p, we’’,
‘‘ our’’or‘‘us’’</td><td>our Company and its subsidiaries or, where the context so
requires, with respect to the period before which our Company
became the holding company of its current subsidiaries, our
Compan’ys current subsidiaries or the businesses operated by
such subsidiaries or their predecessors (as the case may be)</td></tr><tr><td>‘‘HK$’’ or ‘‘Hong Kong dollars’’
or ‘‘cents’’</td><td>Hong Kong dollars and cents, respectively, the lawful currency of
Hong Kong</td></tr><tr><td>‘‘HK eIPO White Form’’</td><td>alifHKppyng or onPSg onblig uc Offer hares to be issued in your
own name by submitting alippcations online throuhhg te
designated website at www.hkeipo.hk</td></tr></table> |
8405294_19.pdf | en | <table><tr><td>‘‘HK eIPO White Form Service
Provider’’</td><td>the HK eIPO White Form service provider designated by the
Company, as specified on the designated website of HK eIPO
White Form at www.hkeipo.hk</td></tr><tr><td>‘‘HKSCC’’</td><td>Hong Kong Securities Clearing Company Limited</td></tr><tr><td>‘‘HKSCC Nominees’’</td><td>HKSCC Nominees Limited, a wholly-owned subsidiary of
HKSCC</td></tr><tr><td>‘‘Hon’’‘‘KA’g KonRg, HS’ or
‘‘HK’’</td><td>the Hong Kong Special Administrative Reifgon o the PRC</td></tr><tr><td>‘‘Hong Kong Public Offer Shares’’</td><td>the 12,500,000 new Shares initially being offered for subscription
by our Company at the Offer Price under the Hong Kong Public
Offering (subject to adjustment as described in the section headed
‘‘Structure of the Global Offerin’’ ign this prospectus)</td></tr><tr><td>‘‘Hong Kong Public Offerin’’g</td><td>the offer by our Company of the Hong Kong Public Offer Shares
for subscription by the public in Hong Kong as described in the
section headed ‘‘Structure of the Global Offerin’’g in this
prospectus at the Offer Price (lpus brokerage of 1%, SFC
transaction levy of 0.003% and Stock Exchange trading fee of
0.005% of the Offer Price) and on and subject to the terms and
conditions stated herein and in the Alippcation Forms relating
thereto</td></tr><tr><td>‘‘Hong Kong Branch Share
Reigstrar’’</td><td>Tricor Investor Services Limited</td></tr><tr><td>‘‘Hong Kong Underwriters’’</td><td>the underwriters of the Hong Kong Public Offering named in the
hparagra headed ‘‘Undperwriting — Hong Kong Underwriters’’ in
this prospectus</td></tr><tr><td>‘‘Hong Kong Underwriting
Agreement’’</td><td>the conditional Hong Kong underwriting agreement dated 16 June
2014 relating to the Hong Kong Public Offering entered into by,
among others, our Company, the Joint Global Coordinators and
the Hong Kong Underwriters</td></tr><tr><td>‘‘IFRS’’</td><td>International Financial Reporting Standards</td></tr><tr><td>‘‘Independent Third Party(ies)’’</td><td>a party that is independent of and not connected (as defined under
the Listing Rules) with any directors, chief executive, or
substantial shareholders (within the meaning of the Listing Rules)
of our Company or any of its subsidiaries or any of their
respective associates</td></tr></table> |
20782243_142.pdf | en | residual values is dependent on our future ability to market the vehicles under the prevailing market conditions. Over the life of the lease, we evaluate the adequacy of our estimate of the residual value and make adjustments to the depreciation rates to the extent the expected value of the vehicle at lease termination changes. In addition to estimating the residual value at lease termination, we also evaluate the current value of the operating lease asset and test for impairment to the extent necessary when there is an indication of impairment based on market considerations and portfolio characteristics. Impairment is determined to exist if fair value of the leased asset is less than carrying value and it is determined that the net carrying value is not recoverable. The net carrying value of a leased asset is not recoverable if it exceeds the sum of the undiscounted expected future cash flows expected to result from the operating lease payments and the estimated residual value upon eventual disposition. If our operating lease assets are considered to be impaired, the impairment is measured as the amount by which the carrying amount of the assets exceeds the fair value as estimated by discounted cash flows. No impairment was recognized in 2018, 2017, or 2016. We accrue rental income on our operating leases when collection is reasonably assured. We generally discontinue the accrual of revenue on operating leases at the time an account is determined to be uncollectible, which we determine to be the earliest of (i) the time of repossession, (ii) within 60 days of bankruptcy notification, unless it can be clearly demonstrated that repayment is likely to occur, or (iii) greater than 120 days past due.
When a leased vehicle is returned to us, either at the end of the lease term or through repossession, the asset is reclassified from investment in operating leases, net, to other assets and recorded at the lower-of-cost or estimated fair value, less costs to sell, on our Consolidated Balance Sheet. Any losses recognized at this time are recorded as depreciation expense. Subsequent decline in value and any gain or loss recognized at the time of sale is recognized as a remarketing gain or loss and presented as a component of depreciation expense.
# Impairment of Long-lived Assets
The net carrying values of long-lived assets (including property and equipment) are evaluated for impairment whenever events or changes in circumstances indicate that their net carrying values may not be recoverable from the estimated undiscounted future cash flows expected to result from their use and eventual disposition. Recoverability of assets to be held and used is measured by a comparison of their net carrying amount to future net undiscounted cash flows expected to be generated by the assets. If these assets are considered to be impaired, the impairment is measured as the amount by which the net carrying amount of the assets exceeds the fair value estimated using a discounted cash flow method. No material impairment was recognized in 2018, 2017, or 2016.
An impairment test on an asset group to be sold or otherwise disposed of is performed upon occurrence of a triggering event or when certain criteria are met (e.g., the asset is planned to be disposed of within twelve months, appropriate levels of authority have approved the sale, there is an active program to locate a buyer, etc.), which cause the disposal group to be classified as held-for-sale. Long-lived assets held-for-sale are recorded at the lower of their carrying amount or estimated fair value less cost to sell. If the net carrying value of the assets held-for-sale exceeds the fair value less cost to sell, we recognize an impairment loss based on the excess of the net carrying amount over the fair value of the assets less cost to sell. Refer to Note 2 for a discussion of discontinued operations.
# Property and Equipment
Property and equipment stated at cost, net of accumulated depreciation and amortization, are reported in other assets on our Consolidated Balance Sheet. Included in property and equipment are certain buildings, furniture and fixtures, leasehold improvements, IT hardware and software, capitalized software costs, and assets under construction. We begin depreciating these assets when they are ready for their intended use. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets, which generally ranges from three to thirty years depending on the asset class. Capitalized software is generally amortized on a straight-line basis over its useful life, which generally ranges from three to five years. Capitalized software that is not expected to provide substantive service potential or for which development costs significantly exceed the amount originally expected is considered impaired and written down to fair value. Software expenditures that are considered general, administrative, or of a maintenance nature are expensed as incurred.
# Goodwill and Other Intangibles
Goodwill and intangible assets, net of accumulated amortization, are reported in other assets.
Our intangible assets primarily consist of acquired customer relationships and developed technology, and are amortized using a straight line methodology over their estimated useful lives. We review intangible assets for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If it is determined the carrying amount of the asset is not recoverable, an impairment charge is recorded.
Goodwill represents the excess of the cost of an acquisition over the fair value of net assets acquired, including identifiable intangibles. We allocate goodwill to applicable reporting units based on the relative fair value of the other net assets allocated to those reporting units at the time of the acquisition. In the event we restructure our business, we may reallocate goodwill. We test goodwill for impairment annually, or more frequently if events and changes in circumstances indicate that it is more likely than not that impairment exists. Our annual goodwill impairment test is performed as of August 31 of each year. In certain situations, we may perform a qualitative assessment to test goodwill for impairment. We may also decide to bypass the qualitative assessment and perform a quantitative assessment. If we perform the qualitative assessment to test goodwill for impairment and conclude that it is more likely than not that the reporting unit’s fair value is greater than its carrying value, then the quantitative assessment is not required. However, if we perform the qualitative assessment and determine that it is more likely than not that a reporting unit’s fair value is less than its carrying value, then we must perform the quantitative assessment. The quantitative assessment uses a two-step process. The first step of the assessment requires us to compare the fair value of each of the reporting units to their respective carrying value. The fair value of the reporting units in our quantitative assessment is determined based on various |
20782243_143.pdf | en | analyses including discounted cash flow projections using assumptions a market participant would use. If the carrying value is less than the fair value, no impairment exists, and the second step does not need to be completed. If the carrying value is greater than the fair value or there is an indication that impairment may exist, a second step must be performed where we determine the implied value of goodwill based on the individual fair values of the reporting unit’s assets and liabilities, including unrecognized intangibles, to compute the amount of the impairment.
# Unearned Insurance Premiums and Service Revenue
Insurance premiums, net of premiums ceded to reinsurers, and service revenue are earned over the terms of the policies. The portion of premiums and service revenue written applicable to the unexpired terms of the policies is recorded as unearned insurance premiums or unearned service revenue. For vehicle service and maintenance contracts, premiums and service revenues are earned on a basis proportionate to the anticipated cost emergence. For additional information related to these contracts, refer to Note 3. For other short duration contracts, premiums and service revenue are earned on a pro rata basis. For further information, refer to Note 4.
# Deferred Insurance Policy Acquisition Costs
Certain incremental direct costs incurred to originate a policy are deferred and recorded in other assets. These costs primarily include commissions paid to dealers to originate these policies and vary with the production of business. Deferred policy acquisition costs are amortized over the terms of the related policies and service contracts on the same basis as premiums and service revenue are earned. We group costs incurred for acquiring like contracts and consider anticipated investment income in determining the recoverability of these costs.
# Reserves for Insurance Losses and Loss Adjustment Expenses
Reserves for insurance losses and loss adjustment expenses are reported in accrued expenses and other liabilities on our Consolidated Balance Sheet. They are established for the unpaid cost of insured events that have occurred as of a point in time. More specifically, the reserves for insurance losses and loss adjustment expenses represent the accumulation of estimates for both reported losses and those incurred, but not reported, including loss adjustment expenses relating to direct insurance and assumed reinsurance agreements.
We use a combination of methods commonly used in the insurance industry, including the chain ladder development factor, expected loss, Bornhuetter Ferguson (BF), and frequency and severity methods to determine the ultimate losses for an individual business line as well as accident year basis depending on the maturity of the accident period and business-line specifics. These methodologies are based on different assumptions and use various inputs to develop alternative estimates of losses. The chain ladder development factor is used for more mature years where expected loss, BF, and frequency and severity methods are used for less mature years. Both paid and incurred loss and loss adjustment expenses are reviewed where available and a weighted average of estimates or a single method may be considered in selecting the final estimate for an individual accident period. We did not change our methodology for developing reserves for insurance losses for the year ended December 31, 2018.
Estimates for salvage and subrogation recoverable are recognized at the time losses are incurred and netted against the provision for insurance losses and loss adjustment expenses. Reserves are established for each business at the lowest meaningful level of homogeneous data. Since the reserves are based on estimates, the ultimate liability may vary from such estimates. The estimates are regularly reviewed and adjustments, which can potentially be significant, are included in earnings in the period in which they are deemed necessary.
# Legal and Regulatory Reserves
Reserves for legal and regulatory matters are established when those matters present loss contingencies that are both probable and estimable, with a corresponding amount recorded to other operating expense. In cases where we have an accrual for losses, it is our policy to include an estimate for probable and estimable legal expenses related to the case. If, at the time of evaluation, the loss contingency related to a legal or regulatory matter is not both probable and estimable, we do not establish a liability for the contingency. We continue to monitor legal and regulatory matters for further developments that could affect the requirement to establish a liability or that may impact the amount of a previously established liability. There may be exposure to loss in excess of any amounts recognized. For certain other matters where the risk of loss is determined to be reasonably possible, estimable, and material to the financial statements, disclosure regarding details of the matter and an estimated range of loss is required. The estimated range of possible loss does not represent our maximum loss exposure. We also disclose matters that are deemed probable or reasonably possible, material to the financial statements, but for which an estimated range of loss is not possible to determine. While we believe our reserves are adequate, the outcome of legal and regulatory proceedings is extremely difficult to predict and we may settle claims or be subject to judgments for amounts that differ from our estimates. For information regarding the nature of all material contingencies, refer to Note 29.
# Earnings per Common Share
We compute basic earnings per common share by dividing net income from continuing operations attributable to common stockholders after deducting dividends on preferred stock by the weighted-average number of common shares outstanding during the period. We compute diluted earnings per common share by dividing net income from continuing operations after deducting dividends on preferred stock by the weighted-average number of common shares outstanding during the period plus the dilution resulting from incremental shares that would have been outstanding if dilutive potential common shares had been issued (assuming it does not have the effect of antidilution), if applicable.
# Derivative Instruments and Hedging Activities
We use derivative instruments primarily for risk management purposes. We do not use derivative instruments for speculative purposes. Certain of our derivative instruments are designated as accounting hedges in qualifying relationships, whereas other derivative instruments |
9294388_117.pdf | en | <table><tr><td>2．提取一般风
险准备</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><td>0.00</td><td></td><td>0.00</td></tr><tr><td>3．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><td>0.00</td><td></td><td>0.00</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><td>0.00</td><td></td><td>0.00</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><td>0.00</td><td></td><td>0.00</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><td>0.00</td><td></td><td>0.00</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><td>0.00</td><td></td><td>0.00</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><td>0.00</td><td></td><td>0.00</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><td>0.00</td><td></td><td>0.00</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><td>0.00</td><td></td><td>0.00</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><td>0.00</td><td></td><td>0.00</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><td>0.00</td><td></td><td>0.00</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><td>0.00</td><td></td><td>0.00</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><td>0.00</td><td></td><td>0.00</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><td></td><td></td><td></td></tr><tr><td>四、本期期末余
额</td><td>611,5
10,81
7.00</td><td></td><td></td><td></td><td>2,132,
129,33
4.52</td><td>48,728
,977.9
0</td><td>-52,92
7,766.
44</td><td></td><td>28,677
,488.9
4</td><td></td><td>-501,7
73,485
.40</td><td></td><td>2,168,
887,41
0.72</td><td>4,631,
978.35</td><td>2,173,
519,38
9.07</td></tr></table>
上期金额
单位：元
<table><tr><td rowspan="4">项目</td><td colspan="15">2020 年年度</td></tr><tr><td colspan="13">归属于母公司所有者权益</td><td rowspan="3">少数股
东权益</td><td rowspan="3">所有者
权益合
计</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">一般
风险
准备</td><td rowspan="2">未分
配利
润</td><td rowspan="2">其他</td><td rowspan="2">小计</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>529,1
57,87</td><td></td><td></td><td></td><td>1,544,
615,59</td><td>21,040
,477.9</td><td>532,42
5.50</td><td></td><td>28,677
,488.9</td><td></td><td>524,53
0,100.</td><td></td><td>2,606,
473,00</td><td>6,401,0
92.77</td><td>2,612,8
74,098.</td></tr></table> |
9294388_118.pdf | en | <table><tr><td></td><td>6.00</td><td></td><td></td><td></td><td>3.08</td><td>0</td><td></td><td></td><td>4</td><td></td><td>33</td><td></td><td>5.95</td><td></td><td>72</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><td>0.00</td><td></td><td>0.00</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><td></td><td></td><td></td></tr><tr><td> 同一
控制下企业合
并</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><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><td></td><td></td><td></td></tr><tr><td>二、本年期初
余额</td><td>529,1
57,87
6.00</td><td></td><td></td><td></td><td>1,544,
615,59
3.08</td><td>21,040
,477.9
0</td><td>532,42
5.50</td><td></td><td>28,677
,488.9
4</td><td></td><td>524,53
0,100.
33</td><td></td><td>2,606,
473,00
5.95</td><td>6,401,0
92.77</td><td>2,612,8
74,098.
72</td></tr><tr><td>三、本期增减
变动金额（减
少以“－”号填
列）</td><td>0.00</td><td></td><td></td><td></td><td>3,355,
597.07</td><td>27,688
,500.0
0</td><td>-51,30
4,008.
34</td><td></td><td>0.00</td><td></td><td>-512,9
31,220
.94</td><td></td><td>-588,5
68,132
.21</td><td>-10,632
,781.81</td><td>-599,20
0,914.0
2</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>-51,30
4,008.
34</td><td></td><td></td><td></td><td>-512,9
31,220
.94</td><td></td><td>-564,2
35,229
.28</td><td>-10,519
,122.77</td><td>-574,75
4,352.0
5</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>3,355,
597.07</td><td>27,688
,500.0
0</td><td></td><td></td><td></td><td></td><td></td><td></td><td>-24,33
2,902.
93</td><td>-113,65
9.04</td><td>-24,446
,561.97</td></tr><tr><td>1．所有者投入
的普通股</td><td></td><td></td><td></td><td></td><td></td><td>27,688
,500.0
0</td><td></td><td></td><td></td><td></td><td></td><td></td><td>-27,68
8,500.
00</td><td>245,000
.00</td><td>-27,443
,500.00</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><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>2,137,
034.85</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>2,137,
034.85</td><td>79,265.
16</td><td>2,216,3
00.01</td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td>1,218,
562.22</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>1,218,
562.22</td><td>-437,92
4.20</td><td>780,638
.02</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></td><td></td><td>0.00</td><td></td><td>0.00</td><td></td><td>0.00</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></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．提取一般风
险准备</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><td></td><td></td><td></td></tr></table> |
11695031_11.pdf | en | <table><tr><td>603568.SH</td><td>伟明环保</td><td>3</td><td>830.00</td><td>1</td><td>260.00</td><td></td><td></td></tr><tr><td>002616.SZ</td><td>长青集团</td><td>2</td><td>770.15</td><td></td><td></td><td>4</td><td>1160.00</td></tr><tr><td>000820.SZ</td><td>神雾节能</td><td>2</td><td>734.16</td><td></td><td></td><td>1</td><td>4380.00</td></tr><tr><td>300055.SZ</td><td>万邦达</td><td>2</td><td>610.37</td><td></td><td></td><td></td><td></td></tr><tr><td>603126.SH</td><td>中材节能</td><td>1</td><td>525.64</td><td></td><td></td><td></td><td></td></tr><tr><td>603588.SH</td><td>高能环境</td><td>2</td><td>521.89</td><td></td><td></td><td></td><td></td></tr><tr><td>600475.SH</td><td>华光股份</td><td>1</td><td>420.00</td><td></td><td></td><td>1</td><td>480.00</td></tr><tr><td>000035.SZ</td><td>中国天楹</td><td>2</td><td>322.91</td><td>5</td><td>1000.00</td><td>2</td><td>960.00</td></tr><tr><td>300056.SZ</td><td>三维丝</td><td>1</td><td>318.24</td><td></td><td></td><td></td><td></td></tr><tr><td>300172.SZ</td><td>中电环保</td><td>2</td><td>314.73</td><td>1</td><td>262.80</td><td></td><td></td></tr><tr><td>601200.SH</td><td>上海环境</td><td>1</td><td>314.00</td><td>1</td><td>456.80</td><td></td><td></td></tr><tr><td>300090.SZ</td><td>盛运环保</td><td>3</td><td>306.66</td><td>1</td><td>2120.00</td><td>11</td><td>18096.00</td></tr><tr><td>000753.SZ</td><td>漳州发展</td><td>5</td><td>294.74</td><td></td><td></td><td></td><td></td></tr><tr><td>300137.SZ</td><td>先河环保</td><td>1</td><td>228.77</td><td></td><td></td><td></td><td></td></tr><tr><td>600292.SH</td><td>远达环保</td><td>1</td><td>225.18</td><td></td><td></td><td></td><td></td></tr><tr><td>300187.SZ</td><td>永清环保</td><td>2</td><td>220.51</td><td></td><td></td><td></td><td></td></tr><tr><td>300385.SZ</td><td>雪浪环境</td><td>1</td><td>219.67</td><td>1</td><td>143.60</td><td></td><td></td></tr><tr><td>300334.SZ</td><td>津膜科技</td><td>2</td><td>216.34</td><td>5</td><td>2387.41</td><td></td><td></td></tr><tr><td>603686.SH</td><td>龙马环卫</td><td>1</td><td>108.35</td><td>6</td><td>675.40</td><td></td><td></td></tr><tr><td>300332.SZ</td><td>天壕环境</td><td>1</td><td>107.98</td><td></td><td></td><td></td><td></td></tr><tr><td>603903.SH</td><td>中持股份</td><td>1</td><td>72.65</td><td></td><td></td><td></td><td></td></tr><tr><td>002499.SZ</td><td>科林环保</td><td>1</td><td>50.00</td><td></td><td></td><td>5</td><td>1912.50</td></tr><tr><td>300140.SZ</td><td>中环装备</td><td>1</td><td>27.27</td><td></td><td></td><td></td><td></td></tr><tr><td>600874.SH</td><td>创业环保</td><td>1</td><td>23.60</td><td>2</td><td>996.96</td><td></td><td></td></tr><tr><td>300152.SZ</td><td>科融环境</td><td>1</td><td>11.50</td><td></td><td></td><td>1</td><td>20000.00</td></tr><tr><td>300070.SZ</td><td>碧水源</td><td></td><td></td><td>2</td><td>6466.83</td><td></td><td></td></tr><tr><td>000598.SZ</td><td>兴蓉环境</td><td></td><td></td><td>1</td><td>1048.17</td><td>1</td><td>0.00</td></tr><tr><td>000967.SZ</td><td>盈峰环境</td><td></td><td></td><td>5</td><td>871.90</td><td>5</td><td>8900.00</td></tr><tr><td>603797.SH</td><td>联泰环保</td><td></td><td></td><td>2</td><td>367.76</td><td>2</td><td>1231.55</td></tr><tr><td>300190.SZ</td><td>维尔利</td><td></td><td></td><td>3</td><td>788.74</td><td></td><td></td></tr><tr><td>300262.SZ</td><td>巴安水务</td><td></td><td></td><td>2</td><td>232.23</td><td></td><td></td></tr><tr><td>300007.SZ</td><td>汉威电子</td><td></td><td></td><td>2</td><td>117.31</td><td></td><td></td></tr><tr><td>002322.SZ</td><td>理工环科</td><td></td><td></td><td>2</td><td>114.95</td><td>1</td><td>5000.00</td></tr><tr><td>300362.SZ</td><td>天翔环境</td><td></td><td></td><td>1</td><td>72.42</td><td>2</td><td>12400.00</td></tr><tr><td>002573.SZ</td><td>清新环境</td><td></td><td></td><td>1</td><td>71.50</td><td></td><td></td></tr><tr><td>600526.SH</td><td>菲达环保</td><td></td><td></td><td>1</td><td>102.32</td><td>1</td><td>735.00</td></tr><tr><td>601388.SH</td><td>怡球资源</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>300072.SZ</td><td>三聚环保</td><td></td><td></td><td></td><td></td><td>2</td><td>6766.00</td></tr><tr><td>300425.SZ</td><td>环能科技</td><td></td><td></td><td>1</td><td>136.98</td><td>1</td><td>2000.00</td></tr></table> |
11695031_12.pdf | en | <table><tr><td>000605.SZ</td><td>渤海股份</td><td></td><td></td><td></td><td></td><td>1</td><td>120.00</td></tr></table>
数据来源：公司公告，长城国瑞证券研究所
# 3.4 环保行业上市公司重要股东二级市场交易
上周没有环保行业上市公司重要股东增减持。
# 4 环保行业上市公司安全垫空间
# 表 8 环保行业上市公司安全垫空间
<table><tr><td rowspan="2">名称</td><td rowspan="2">定增
价</td><td colspan="4">二级市场增持价（前复权）</td><td rowspan="2">最新价</td><td rowspan="2">安全垫空
间（%）</td><td rowspan="2">安全垫类型</td></tr><tr><td>实际控
制人</td><td>5%以
上持
股人</td><td>高管</td><td>员工
持股
计划</td></tr><tr><td>三维丝</td><td>12.75</td><td>19.26</td><td></td><td>18.16</td><td></td><td>9.54</td><td>101.84</td><td>实际控制人增持</td></tr><tr><td>汉威科技</td><td></td><td>29.45</td><td></td><td>23.66</td><td></td><td>17.19</td><td>71.33</td><td>实际控制人增持</td></tr><tr><td>远达环保</td><td>13.79</td><td></td><td>16.40</td><td></td><td></td><td>10.50</td><td>56.19</td><td>5%以上持股人增持</td></tr><tr><td>雪迪龙</td><td>14.38</td><td></td><td></td><td>22.28</td><td>16.62</td><td>14.96</td><td>48.90</td><td>高管增持</td></tr><tr><td>天翔环境</td><td>13.45</td><td>23.66</td><td></td><td></td><td></td><td>15.97</td><td>48.18</td><td>实际控制人增持</td></tr><tr><td>江南水务</td><td></td><td>9.25</td><td>8.73</td><td></td><td></td><td>6.39</td><td>44.68</td><td>实际控制人增持</td></tr><tr><td>津膜科技</td><td>26.47</td><td></td><td></td><td>23.24</td><td></td><td>19.16</td><td>38.16</td><td>定增</td></tr><tr><td>环能科技</td><td>15.21</td><td>9.59</td><td></td><td></td><td>16.06</td><td>11.78</td><td>36.36</td><td>员工持股计划增持</td></tr><tr><td>渤海股份</td><td>15.75</td><td></td><td>29.99</td><td></td><td></td><td>22.69</td><td>32.17</td><td>5%以上持股人增持</td></tr><tr><td>维尔利</td><td>18.94</td><td></td><td></td><td></td><td></td><td>14.35</td><td>31.98</td><td>定增</td></tr><tr><td>绿城水务</td><td></td><td>12.91</td><td></td><td></td><td></td><td>9.89</td><td>30.58</td><td>实际控制人增持</td></tr><tr><td>神雾节能</td><td></td><td>32.13</td><td></td><td>37.49</td><td></td><td>28.96</td><td>29.45</td><td>高管增持</td></tr><tr><td>南方汇通</td><td>14.79</td><td>13.68</td><td></td><td></td><td></td><td>11.57</td><td>27.83</td><td>定增</td></tr><tr><td>清水源</td><td>22.93</td><td></td><td></td><td></td><td></td><td>17.98</td><td>27.51</td><td>定增</td></tr><tr><td>神雾环保</td><td>6.45</td><td></td><td></td><td>30.55</td><td></td><td>24.16</td><td>26.46</td><td>高管增持</td></tr><tr><td>漳州发展</td><td>5.55</td><td></td><td></td><td></td><td></td><td>4.48</td><td>24.00</td><td>定增</td></tr><tr><td>天壕环境</td><td>8.23</td><td>8.18</td><td></td><td>9.81</td><td></td><td>7.98</td><td>22.95</td><td>高管增持</td></tr><tr><td>盛运环保</td><td>8.25</td><td></td><td></td><td>11.72</td><td></td><td>10.44</td><td>12.26</td><td>高管增持</td></tr><tr><td>凯迪生态</td><td>4.65</td><td>5.59</td><td></td><td></td><td>5.70</td><td>5.15</td><td>10.65</td><td>员工持股计划增持</td></tr><tr><td>武汉控股</td><td>9.58</td><td></td><td></td><td></td><td></td><td>8.77</td><td>9.24</td><td>定增</td></tr><tr><td>科林环保</td><td></td><td></td><td></td><td>25.88</td><td></td><td>24.13</td><td>7.24</td><td>定增</td></tr><tr><td>富春环保</td><td>7.23</td><td>12.15</td><td></td><td>11.01</td><td>12.62</td><td>11.79</td><td>7.05</td><td>员工持股计划增持</td></tr><tr><td>碧水源</td><td>15.09</td><td>18.46</td><td></td><td>19.79</td><td></td><td>18.53</td><td>6.78</td><td>高管增持</td></tr><tr><td>中山公用</td><td>11.46</td><td>10.90</td><td></td><td></td><td></td><td>10.76</td><td>6.46</td><td>定增</td></tr><tr><td>国中水务</td><td>4.80</td><td></td><td></td><td></td><td></td><td>4.51</td><td>6.43</td><td>定增</td></tr><tr><td>科融环境</td><td></td><td>7.14</td><td></td><td></td><td></td><td>6.73</td><td>6.09</td><td>实际控制人增持</td></tr><tr><td>巴安水务</td><td>10.98</td><td></td><td></td><td></td><td>10.37</td><td>10.54</td><td>4.14</td><td>定增</td></tr></table> |
20791423_67.pdf | en | # Operations
• On June 1, 2018, Missouri Senate Bill 564 was enacted. The provision of the law applicable to the TCJA was effective immediately; the remaining provisions, including the ability to elect PISA, became effective August 28, 2018. The law required the MoPSC to authorize a reduction in Ameren Missouri’s rates to pass through the effect of the TCJA within 90 days of the law’s effective date. In July 2018, the MoPSC authorized Ameren Missouri to reduce its annual revenue requirement by \$167 million and reflect that reduction in rates beginning August 1, 2018. The reduction included \$74 million for the amortization of excess accumulated deferred income taxes. In addition, Ameren Missouri recorded a reduction to revenue and a corresponding regulatory liability of \$60 million for the excess amounts collected in rates related to the TCJA from January 1, 2018, through July 31, 2018. The regulatory liability will be reflected in customer rates over a period of time to be determined by the MoPSC in the next regulatory rate review. Pursuant to its PISA election, Ameren Missouri is permitted to defer and recover 85% of the depreciation expense and a weighted-average cost of capital return on rate base on certain property, plant, and equipment placed in service after September 1, 2018, and not included in base rates . Accumulated PISA deferrals earn carrying costs at the weighted-average cost of capital, and all approved PISA deferrals will be added to rate base prospectively and recovered over a period of 20 years following a regulatory rate review. PISA mitigates the impacts of regulatory lag between regulatory rate reviews. The remaining 15% of certain property, plant, and equipment placed in service and not eligible for recovery under PISA, unless eligible for recovery under the RESRAM, remain subject to regulatory lag. As a result of the PISA election, additional provisions of the new law apply to Ameren Missouri, including limitations on electric customer rate increases and an electric base rate freeze until April 2020. Both the rate increase limitation and PISA are effective through December 2023, unless Ameren Missouri requests and receives MoPSC approval of an extension through December 2028. See Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report for information regarding Missouri Senate Bill 564.
• In February 2019, Ameren Missouri announced its Smart Energy Plan, which includes a five-year capital investment overview with a detailed one-year plan for 2019, designed to upgrade Ameren Missouri's electric infrastructure. The plan includes investments that will upgrade the grid and accommodate more renewable energy. Investments under the plan are expected to total approximately \$6.3 billion over the five-year period from 2019 through 2023, with costs largely recoverable under PISA and, for the portion of wind and other renewable generation investments that are not recoverable under PISA, recoverable under the RESRAM.
• In June 2018, the MoPSC approved Ameren Missouri’s Renewable Choice Program, which allows large commercial and industrial customers and municipalities to elect to receive up to 100% of their energy from renewable resources. The tariff-based program is designed to recover the costs of the election, net of changes in the market price of such energy. Based on customer contracts, the program enables Ameren Missouri to supply up to 400 megawatts of renewable wind energy generation, up to 200 megawatts of which it could own. As applicable, the addition of generation by Ameren Missouri would be subject to the issuance of a certificate of convenience and necessity by the MoPSC, obtaining transmission interconnection agreements with MISO or other RTOs, and FERC approval. This generation would be incremental to estimated capital expenditures through 2023 discussed below. Ameren Missouri anticipates finalizing customer interest and pursuing renewable energy projects to fulfill requirements in 2019. Without extension, the option to elect into the program will terminate in the third quarter of 2023.
• In December 2018, the MoPSC issued an order approving Ameren Missouri’s MEEIA 2019 plan. The plan includes a portfolio of customer energy-efficiency programs through December 2021 and low-income customer energy-efficiency programs through December 2024, along with a regulatory recovery mechanism. Ameren Missouri intends to invest \$226 million over the life of the plan, including \$65 million per year through 2021. The plan includes the continued use of the MEEIA rider, which allows Ameren Missouri to collect from, or refund to, customers any difference in actual MEEIA program costs and related lost electric margins and the amounts collected from customers. In addition, the plan includes a performance incentive that provides Ameren Missouri an opportunity to earn additional revenues by achieving certain customer energy-efficiency goals, including \$30 million if 100% of the goals are achieved during the period ended December 2021. Additional revenues may be earned if Ameren Missouri exceeds 100% of its energy savings goals.
• Ameren continues to make significant investments in FERC regulated electric transmission businesses. Ameren Illinois expects to invest \$2.2 billion in electric transmission assets from 2019 through 2023, to replace aging infrastructure and improve reliability. ATXI has three MISO-approved multi-value projects: the Spoon River, Illinois Rivers, and Mark Twain projects. The Spoon River project, located in northwest Illinois, was placed in service in February 2018. The Illinois Rivers project involves the construction of a transmission line from eastern Missouri across Illinois to western Indiana. Construction of the Illinois Rivers project is substantially complete, with the last section awaiting the outcome of certain legal proceedings, which will delay the expected completion date to 2020. This delay is not expected to materially affect 2019 rate base or earnings. The Mark Twain project involves the construction of a transmission line from northeast Missouri, connecting the Illinois Rivers project to Iowa. Construction of the Mark Twain project began in the second quarter of 2018, and is expected to be completed by the end of 2019. ATXI’s expected remaining investment in its multi-value projects is approximately \$150 million in 2019, with the total investment expected to be more than \$1.6 billion.
• Ameren Illinois and ATXI use a forward-looking rate calculation with an annual revenue requirement reconciliation for each company’s electric transmission business. Based on expected rate base growth and the currently allowed 10.82% return on common equity, the |
20791423_68.pdf | en | 2019 revenue requirements included in rates for Ameren Illinois’ and ATXI’s electric transmission businesses are \$297 million and \$177 million, respectively. These revenue requirements represent an increase in Ameren Illinois' and ATXI’s revenue requirements of \$24 million and \$3 million, respectively, primarily because of the rate base growth. These rates will affect Ameren Illinois’ and ATXI’s cash receipts during 2019, but will not determine their respective electric transmission service operating revenues, which will instead be based on 2019 actual recoverable costs, rate base, and return on common equity as calculated under the FERC formula ratemaking framework.
• The return on common equity for MISO transmission owners, including Ameren Illinois and ATXI, is the subject of a FERC complaint case filed in February 2015 challenging the allowed base return on common equity. Ameren Illinois and ATXI currently use the FERC authorized total allowed return on common equity of 10.82% in customer rates. A final FERC order would establish the allowed return on common equity to be applied to the 15-month period from February 2015 to May 2016 and also establish the return on common equity to be included in customer rates prospectively from the effective date of such order, replacing the current 10.82% total return on common equity. In October 2018, the FERC issued an order addressing the remanded issues in an unrelated case. That order proposed a new methodology for determining the base return on equity and required further briefs from the participants. In November 2018, the FERC issued an order related to the February 2015 complaint case and the September 2016 final order, which required briefs from the participants to be filed in February 2019 regarding a new methodology for determining the base return on common equity and whether and how to apply the new methodology to the two MISO complaint cases. Ameren is unable to predict the ultimate impact of the proposed methodology on these complaint cases at this time. As the FERC is under no deadline to issue a final order, the timing of the issuance of the final order in the February 2015 complaint case, or any potential impact to the amounts refunded as a result of the September 2016 final order, is uncertain. See Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report for information regarding FERC complaint cases. A 50 basis point reduction in the FERC-allowed base return on common equity would reduce Ameren’s and Ameren Illinois’ net income by an estimated \$9 million and \$5 million , respectively, based on each company’s 2019 projected rate base.
• In November 2018, the ICC issued an order in Ameren Illinois’ annual update filing that approved a \$72 million increase in Ameren Illinois’ electric distribution service rates beginning in January 2019. However, Illinois law provides for an annual reconciliation of the electric distribution revenue requirement as is necessary to reflect the actual costs incurred and investment return in a given year with the revenue requirement that was reflected in customer rates for that year. Consequently, Ameren Illinois’ 2019 electric distribution service revenues will be based on its 2019 actual recoverable costs, rate base, and return on common equity as calculated under the Illinois performance-based formula ratemaking framework. The 2019 revenue requirement is expected to be higher than the 2018 revenue requirement because of an expected increase in recoverable costs, expected rate base growth of approximately 8%, and an expected increase in the annual average of the monthly yields of the 30-year United States Treasury bonds. The 2019 revenue requirement reconciliation is expected to result in a regulatory asset that will be collected from customers in 2021. A 50 basis point change in the annual average of the monthly yields of the 30-year United States Treasury bonds would result in an estimated \$8 million change in Ameren’s and Ameren Illinois’ net income, based on Ameren Illinois’ 2019 projected year-end rate base.
• Ameren Illinois is allowed to earn a return on its electric energy-efficiency program investments. Ameren Illinois’ electric energy-efficiency investments are deferred as a regulatory asset and earn a return at its weighted-average cost of capital, with the equity return based on the annual average of the monthly yields of the 30-year United States Treasury bonds plus 580 basis points. The equity portion of Ameren Illinois’ return on electric energy-efficiency investments can be increased or decreased by up to 200 basis points, depending on the achievement of annual energy savings goals. Pursuant to the FEJA, Ameren Illinois plans to invest up to \$100 million per year in electric energy-efficiency programs through 2023 and will earn a return on those investments. The ICC has the ability to reduce electric energy-efficiency savings goals if there are insufficient cost-effective programs available or if the savings goals would require investment levels that exceed amounts allowed by legislation. The electric energy-efficiency program investments and the return on those investments are collected from customers through a rider and are not included in the electric distribution formula ratemaking framework. See Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report for information regarding Ameren Illinois’ energy-efficiency program.
• In November 2018, the ICC issued an order approving a stipulation and agreement that resulted in an annual natural gas rate increase of \$32 million, based on a 9.87% return on common equity, a capital structure composed of 50% common equity, and a rate base of \$1.6 billion. This increase reflects the reduction in the federal statutory corporate income tax rate enacted under the TCJA, as well as the increase in the Illinois corporate income tax rate that became effective in July 2017, which collectively decreased annual rates by approximately \$17 million. The new customer rates were effective in November 2018. As a result of this order, the rate base under the QIP rider was reset to zero. Ameren Illinois used a 2019 future test year in this proceeding.
• Ameren Missouri’s next scheduled refueling and maintenance outage at its Callaway energy center is scheduled for the spring of 2019. During the 2017 refueling, Ameren Missouri incurred maintenance expenses of \$35 million. During a scheduled refueling, which occurs every 18 months, maintenance expenses increase relative to non-outage years. Additionally, depending on the availability of its other generation sources and the market prices for power, Ameren Missouri’s purchased power costs may increase and the amount of excess |
20779993_97.pdf | en | # CONTENTS INDEX
<table><tr><td>GRI
Standard</td><td>Descriptions</td><td>HKEx ESG
Reporting
Guide</td><td>Remarks</td><td>Page No.</td></tr><tr><td colspan="5">GRI 100: Universal Disclosures 2016</td></tr><tr><td colspan="5">GRI 102: General Disclosures 2016</td></tr><tr><td>102-1</td><td>Name of the organisation</td><td></td><td>About Our Group</td><td>8</td></tr><tr><td>102-2</td><td>Activities, brands, products and
services</td><td></td><td>About Our Group</td><td>8-11</td></tr><tr><td>102-3</td><td>Location of headquarters</td><td></td><td>About Our Group</td><td>8</td></tr><tr><td>102-4</td><td>Location of operations</td><td></td><td>About Our Group</td><td>8</td></tr><tr><td>102-5</td><td>Ownership and legal form</td><td></td><td>About Our Group</td><td>8-11</td></tr><tr><td>102-6</td><td>Markets served</td><td></td><td>About Our Group</td><td>8</td></tr><tr><td>102-7</td><td>Scale of the organisation</td><td></td><td>About Our Group</td><td>10</td></tr><tr><td>102-8</td><td>Information on employees and
other workers</td><td>KPI B1.1</td><td>Value for People,
Sustainability Performance</td><td>56-58,
83-85</td></tr><tr><td>102-9</td><td>Supply chain</td><td>KPI B5.1</td><td>Value for People,
Sustainability Performance</td><td>62-65, 87</td></tr><tr><td>102-10</td><td>Significant changes to the
organization and its supply chain</td><td></td><td>There were no significant changes
to size, structure or ownership
during the reporting period</td><td>/</td></tr><tr><td>102-11</td><td>Precautionary Principle or approach</td><td></td><td>Our Enhanced Corporate
Governance</td><td>22-24</td></tr><tr><td>102-12</td><td>External initiatives</td><td></td><td>Sustainability Awards and
Professional Memberships</td><td>88-93</td></tr><tr><td>102-13</td><td>Membership of associations</td><td></td><td>Sustainability Awards and
Professional Memberships</td><td>94, 95</td></tr><tr><td>102-14</td><td>Statement from senior decision-
maker</td><td></td><td>Message from Management</td><td>2</td></tr><tr><td>102-16</td><td>Values, principles, standards, and
norms of behaviour</td><td></td><td>Our Enhanced Corporate
Governance</td><td>24</td></tr><tr><td>102-18</td><td>Governance structure</td><td></td><td>Our Enhanced Corporate
Governance</td><td>22-24</td></tr><tr><td>102-40</td><td>List of stakeholder groups</td><td></td><td>Our Materiality Approach</td><td>25</td></tr></table> |
20779993_98.pdf | en | <table><tr><td>GRI
Standard</td><td>Descriptions</td><td>HKEx ESG
Reporting
Guide</td><td>Remarks</td><td>Page No.</td></tr><tr><td>102-41</td><td>Collective bargaining agreements</td><td></td><td>The majority of Henderson
Land's employees are in Hong
Kong where there is no statutory
recognition of collective
bargaining agreements</td><td>/</td></tr><tr><td>102-42</td><td>Identifying and selecting
stakeholders</td><td></td><td>Our Materiality Approach</td><td>25-27</td></tr><tr><td>102-43</td><td>Approach to stakeholder
engagement</td><td></td><td>Our Materiality Approach</td><td>25-27</td></tr><tr><td>102-44</td><td>Key topics and concerns raised</td><td></td><td>Our Materiality Approach</td><td>25-27</td></tr><tr><td>102-45</td><td>Entities included in the
consolidated financial statements</td><td></td><td>About Our Group</td><td>11</td></tr><tr><td>102-46</td><td>Defining report content and
topic Boundaries</td><td></td><td>Stakeholder Engagement and
Materiality Assessment</td><td>104</td></tr><tr><td>102-47</td><td>List of material topics</td><td></td><td>Our Materiality Approach,
Stakeholder Engagement and
Materiality Assessment</td><td>26, 104</td></tr><tr><td>102-48</td><td>Restatements of information</td><td></td><td>We have not restated information
from previous years</td><td>/</td></tr><tr><td>102-49</td><td>Changes in reporting</td><td></td><td>There are no significant changes
from previous reporting periods
in the list of material topics and
topic boundaries</td><td>/</td></tr><tr><td>102-50</td><td>Reporting period</td><td></td><td>About this Report</td><td>13</td></tr><tr><td>102-51</td><td>Date of most recent report</td><td></td><td>Our Sustainability Report 2019
was published in April 2020</td><td>/</td></tr><tr><td>102-52</td><td>Reporting cycle</td><td></td><td>About this Report</td><td>13</td></tr><tr><td>102-53</td><td>Contact point for questions
regarding the report</td><td></td><td>About this Report</td><td>13</td></tr><tr><td>102-54</td><td>Claims of reporting in accordance
with the GRI Standards</td><td></td><td>About this Report</td><td>13</td></tr></table> |
2896882_48.pdf | en | <table><tr><td>Aspect</td><td>KPI</td><td>Description</td><td>Statement/Section</td><td>Page No.</td></tr><tr><td colspan="5">SUBJECT AREA (B) SOCIAL</td></tr><tr><td colspan="5">B1: EMPLOYMENT</td></tr><tr><td rowspan="3">B1</td><td>General
disclosure</td><td>Information on:
(a) the policies; and
(b) compliance</td><td>(a) The people behind the
process;
(b) The Group complied with
relevant laws and
regulations and there was
no relevant material
non-compliance during the
reporting period</td><td>39–40</td></tr><tr><td>B1.1</td><td>Total workforce by gender,
employment type, age group and
geographical region.</td><td>The people behind the process</td><td>40</td></tr><tr><td>B1.2</td><td>Employee turnover rate by gender,
age group and geographical
region.</td><td>The Group shall improve data
collection system for future
disclosure</td><td>—</td></tr><tr><td colspan="5">B2: HEALTH AND SAFETY</td></tr><tr><td rowspan="4">B2</td><td>General
disclosure</td><td>Information on:
(a) the policies; and
(b) compliance</td><td>(a) The people behind the
process;
(b) The Group complied with
relevant laws and
regulations and there was
no relevant material
non-compliance during the
reporting period</td><td>39</td></tr><tr><td>B2.1</td><td>Number and rate of work-related
fatalities.</td><td>The people behind the process</td><td>39</td></tr><tr><td>B2.2</td><td>Lost days due to work injury.</td><td rowspan="2">The people behind the process
The people behind the process</td><td>39</td></tr><tr><td>B2.3</td><td>Description of occupational health
and safety measures adopted, how
they are implemented and
monitored.</td><td>39</td></tr><tr><td colspan="5">B3: DEVELOPMENT AND TRAINING</td></tr><tr><td rowspan="3">B3</td><td>General
disclosure</td><td>Policies</td><td>The people behind the process</td><td>38</td></tr><tr><td>B3.1</td><td>The percentage of employees
trained by gender and employee
category (e.g. senior management,
middle management).</td><td>The Group shall improve data
collection system for future
disclosure</td><td>—</td></tr><tr><td>B3.2</td><td>The average training hours
completed per employee by gender
and employee category.</td><td>The people behind the process</td><td>38</td></tr></table> |
2896882_49.pdf | en | <table><tr><td>Aspect KPI</td><td>Description</td><td>Statement/Section</td><td>Page No.</td></tr><tr><td colspan="4">B4: LABOUR STANDARDS</td></tr><tr><td>General
disclosure</td><td>Information on:
(a) the policies; and
(b) compliance</td><td>(a) The people behind the
process;
(b) The Group complied with
relevant laws and
regulations and there was
no relevant material</td><td>41</td></tr><tr><td>B4</td><td></td><td>non-compliance during the
reporting period</td><td></td></tr><tr><td>B4.1</td><td>Description of measures to review
employment practices to avoid
child and forced labour.</td><td>The people behind the process</td><td>41</td></tr><tr><td>B4.2</td><td>Description of steps taken to
eliminate such practices when
discovered.</td><td>The people behind the process</td><td>41</td></tr><tr><td colspan="2">B5: SUPPLY CHAIN MANAGEMENT</td><td></td><td></td></tr><tr><td>General
disclosure</td><td>Policies</td><td>The making of products</td><td>35–36</td></tr><tr><td>B5.1</td><td>Number of suppliers by
geographical region.</td><td>The making of products</td><td>36</td></tr><tr><td>B5 B5.2</td><td>Description of practices relating to
engaging suppliers, number of
suppliers where the practices are
being implemented, how they are
implemented and monitored.</td><td>The making of products</td><td>35–36</td></tr><tr><td colspan="4">B6: PRODUCT RESPONSIBILITY</td></tr><tr><td>General</td><td>Information on:</td><td>(a) The making of products;</td><td>36–38</td></tr><tr><td>disclosure</td><td>(a) the policies; and
(b) compliance</td><td>(b) The Group complied with
relevant laws and
regulations and there was
no relevant material
non-compliance during the
reporting period</td><td></td></tr><tr><td>B6.1</td><td>Percentage of total products sold
or shipped subject to recalls for
safety and health reasons.</td><td>The making of products</td><td>37</td></tr><tr><td>B6.2B6 </td><td>Number of products and service
related complaints received and
how they are dealt with.</td><td>The making of products</td><td>37</td></tr><tr><td>B6.3</td><td>Description of practices relating to
observing and protecting
intellectual property rights.</td><td>The making of products</td><td>38</td></tr><tr><td>B6.4</td><td>Description of quality assurance
process and recall procedures.</td><td>The making of products</td><td>36–37</td></tr><tr><td>B6.5</td><td>Description of consumer data
protection and privacy policies,
how they are implemented and
monitored.</td><td>The making of products</td><td>38</td></tr></table> |
20735701_103.pdf | en | (b) A master purchase agreement was entered into between the Company and COSCO SHIPPING (Hong Kong) on 15th November 2016 in relation to the provision of shipping and other services, sale of shipping related materials and products and sale of other materials and products in connection with the general trading business of the Group by the relevant member(s) of COSCO SHIPPING Group to the relevant member(s) of the Group, including without limitation: (a) the provision of agency services, technical services and ancillary services, including the collection of market information, technical advisory, promotion and marketing, coordination with suppliers and customers, purchase of raw materials and products from suppliers, the provision of assistance in collecting sale proceeds and the procurement or provision of certain after-sale services; (b) the provision of logistics and transportation services; (c) the sale of other materials and products including construction materials and chemicals; and (d) the solicitation and referral of businesses by COSCO SHIPPING Group to the Group, including recommending products manufactured by the Group to the customers and manufacturers of COSCO SHIPPING Group (collectively the “Purchase Continuing Connected Transactions”) for the three financial years ending 31st December 2019 (the “Master Purchase Agreement”). COSCO SHIPPING (Hong Kong) agrees and will procure COSCO SHIPPING Group to agree with the Group that the transactions contemplated under the Master Purchase Agreement shall be conducted on normal commercial terms and negotiated on arm’s length basis and the service fees, commission and the consideration for the purchase of materials and products shall be at market rates or rates no less favourable to the relevant member(s) of the Group than those available to or from (as appropriate) independent third parties. Part of the services provided by COSCO SHIPPING Group will be charged by adopting pre-determined formulae (for example, provision of agency services, technical services and ancillary services and solicitation and referral of businesses will be charged at certain fixed percentages of the value of the subject matter with reference to market price of comparable services) and the remaining services will be charged by COSCO SHIPPING Group at fixed per unit consideration (for example, provision of logistics and transportation services will be charged at a fixed per unit price based on the quantity of the subject matter involved and the distance of the destination). The prices offered by COSCO SHIPPING Group for services provided to the Group and sale of other materials and products including construction materials and chemicals to the Group shall be at market rates or rates no less favourable to the relevant member(s) of the Group than those available from independent third party suppliers for comparable services and similar materials and products (based on similar amount and similar specifications) respectively. In particular, the relevant purchasing department of the related companies within the Group will obtain quotations from different suppliers (both COSCO SHIPPING Group and independent third party suppliers) in respect of comparable services and a similar type of materials or products (based on similar amount and similar specifications) respectively for comparison. The aggregate amount of the Purchase Continuing Connected Transactions for each of the financial years ending 31st December 2017, 2018 and 2019 would not exceed the relevant cap amounts set out in the table headed “Caps with COSCO SHIPPING Group” (the “Purchase Caps”).
(c) A fuel oil master agreement was entered into between the Company and COSCO SHIPPING (Hong Kong) on 15th November 2016 in relation to trading and supply of fuel oil and/or related products and services between the relevant member(s) of the Group and the relevant member(s) of COSCO SHIPPING Group, including without limitation: (a) purchase or sale of fuel oil and/or related products by the relevant member(s) of the Group from or to the relevant member(s) of COSCO SHIPPING Group (the “Fuel Oil Transactions”); and (b) provision of services by the relevant member(s) of COSCO SHIPPING Group to relevant member(s) of the Group to carry out arrangements at the instruction of and for and on behalf of the relevant member(s) of the Group from time to time to enter into fuel oil and/or related products swap contracts and/or derivatives with independent third parties to facilitate the relevant member(s) of the Group to hedge against the risk of fuel oil and/or related products price fluctuation under the fuel oil and/or related products transactions of its business of providing fuel oil and/or related products and services including marine bunker supplies, trading of fuel oil and related products and broker services (the “Fuel Oil Financial Services”) (collectively the “Fuel Oil Continuing Connected Transactions”) for the three financial years ending 31st December 2019 (the “Fuel Oil Master Agreement”). COSCO SHIPPING (Hong Kong) agrees and will procure COSCO SHIPPING Group to agree with the Group that a) the transactions contemplated under the Fuel Oil Master Agreement shall be conducted on normal commercial terms and negotiated on arm’s length basis and the service fees and the consideration for the sale or |
20735701_104.pdf | en | purchase of fuel oil and/or related products shall be at market rates or rates no less favourable to the relevant member(s) of the Group than those available to or from (as appropriate) independent third parties and for this purpose, the following pricing policies will be followed (aa) fixed per unit consideration would be payable by or to the Group (as appropriate); (bb) in determining the market rates for sale or purchase of fuel oil and/or related products, the parties would refer to the mean price of fuel oil traded through Singapore as published by S&P Global Platts or market price of fuel oil as published by the government authority or other recognised organisations of supply ports in the pricing month or at the time of quotation as reference; (cc) the Group would also consider the prices offered to or by the independent third parties (based on similar quantity of fuel oil and/or related products) and compare to those offered to or by COSCO SHIPPING Group. In particular, the relevant sales and purchasing department (as appropriate) of the related companies within the Group will compare the selling price offered to or by different parties (both COSCO SHIPPING Group and the independent third parties) in respect of a similar quantity of fuel oil and/or related products for comparison; and b) the relevant member(s) of COSCO SHIPPING Group would not charge member(s) of the Group any service fee in relation to the provision of the Fuel Oil Financial Services; member(s) of the Group shall only be responsible for all amounts payable to independent third parties (together with the related handling fees and other charges charged by such independent third parties) by relevant member(s) of COSCO SHIPPING Group for and on behalf of member(s) of the Group under the fuel oil and/or related products swap contracts and/or derivatives. The aggregate amount of the Fuel Oil Continuing Connected Transactions for each of the financial years ending 31st December 2017, 2018 and 2019 would not exceed the relevant cap amounts set out in the table headed “Caps with COSCO SHIPPING Group” (the “Fuel Oil Caps”).
(d) A financial services master agreement was entered into between the Company and COSCO Finance on 15th November 2016 in relation to the provision of a range of financial services, including the deposits services, loan services, settlement services, remittance services, entrusted loan services (as lending agent in entrusted loan arrangements among members of the Group) and acceptance bill services by COSCO Finance to the Group (collectively the “Financial Services Continuing Connected Transactions”) for the three financial years ending 31st December 2019 (the “Financial Services Master Agreement”). The transactions contemplated under the Financial Services Master Agreement shall be conducted on normal commercial terms and negotiated on arm’s length basis and the terms of the transactions (including the interest receivable by the Group and the fees (including the service fees and handling charges) payable under the financial services to COSCO Finance) shall be at market rates or rates no less favourable to the relevant member(s) of the Group than those available to or from (as appropriate) independent third parties. It was agreed that the interest payable to or receivable by the Group (as appropriate) or service fees payable by the Group for the services are (a) the interest rate for the deposit services shall be no lower than: (i) the floor rate for the same category of deposit services stipulated by the People’s Bank of China from time to time; and (ii) the rate for the same category of deposit services offered by independent commercial banks in the PRC; (b) the interest rate for the loan and entrusted loan services shall be no higher than: (i) the cap rate for the same category of loan services stipulated by the People’s Bank of China from time to time; and (ii) the rate for the same category of loan services charged by independent commercial banks in the PRC; (c) service fees of other services approved by China Banking Regulatory Commission shall be determined in accordance with the following pricing principles: (i) the price to be complied with the fee standards prescribed by the People’s Bank of China or China Banking Regulatory Commission; (ii) no higher than those charged by independent commercial banks in the PRC for services of similar nature; and (iii) no higher than those charged by COSCO Finance to other member company(ies) of COSCO SHIPPING Group for services of similar nature. The aggregate amount of the Financial Services Continuing Connected Transactions for each of the financial year ending 31st December 2017, 2018 and 2019 would not exceed the relevant cap amounts set out in the table headed “Caps with COSCO SHIPPING Group” (the “Financial Services Caps”). |
2908085_16.pdf | en | # We may change our target assets, financing and investment strategy and other operational policies without stockholder consent, which may adversely affect the market price of our common stock and our ability to make distributions to stockholders.
Within our overall investment guidelines, we may change our target assets financing strategy, and investment guidelines at any time without the consent of our stockholders, which could result in our making investments that are different from, and possibly riskier than, the investments described in this Annual Report on Form 10-K. Our Board also determines our other operational policies and may amend or revise such policies, including our policies with respect to our REITqualification, acquisitions, dispositions, operations, indebtedness and distributions, or approve transactions that deviate from these policies, without a vote of, or notice to, our stockholders. A change in our targeted investments, financing strategy, investment guidelines and other operational policies may increase our exposure to interest rate risk, default risk and real estate market fluctuations, all of which could adversely affect the market price of our common stock and our ability to make distributions to our stockholders.
# We operate in a highly competitive market for investment opportunities and related financing and competition may limit our ability and financing to acquire desirable investments in our target assets, obtain necessary financing and could also affect the pricing of these assets and cost of funds.
We operate in a highly competitive market for investment opportunities and borrowing facilities. Our profitability depends, in large part, on our ability to acquire our target assets at attractive prices and finance them economically. In acquiring and financing our target assets, we will compete with a variety of institutional investors, including other REITs, specialty finance companies, public and private funds, government entities, commercial and investment banks, commercial finance and insurance companies and other financial institutions. Many of our competitors are substantially larger and have considerably greater financial, technical, marketing and other resources than we do. Several other REITs may have investment objectives that overlap with ours, which may create additional competition for investment opportunities and financing. Some competitors may have a lower cost of funds and access to funding sources that may not be available to us, such as funding from the U.S. or foreign governments. Many of our competitors are not subject to the operating constraints associated with REIT tax compliance or maintenance of an exemption from the Investment Company Act. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, competition for investments in our target assets may lead to the price of such assets increasing, which may further limit our ability to generate desired returns. We cannot provide assurance that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations. Also, as a result of this competition, desirable investments in our target assets may be limited in the future and we may not be able to take advantage of attractive investment opportunities from time to time, as we can provide no assurance that we will be able to identify, finance and make investments that are consistent with our investment objectives.
# Risks Related to Our Management and Conflicts of Interest
# We depend on ACM and particularly key personnel. The loss of those key personnel could severely and detrimentally affect our operations.
As an externally managed company, we depend on the diligence, experience and skill of ACM for the selection, acquisition, structuring, hedging and monitoring of our MBS and associated borrowings. We depend on the efforts and expertise of our operating officers to manage our day-to-day operations and strategic business direction. If any of our key personnel were to leave the Company, locating individuals with specialized industry knowledge and skills similar to that of our key personnel may not be possible or could take months. Because we have no employees, the loss of ACM could harm our business, financial condition, cash flow and results of operations.
We have a contract with AVM to administer clearing and settlement services for our securities and derivative transactions. We have also entered into a second contract with AVM to assist us with financing transaction services such as repurchase financings and managing the margin arrangement between us and our lenders for each of our repurchase agreements. We use the services of AVM for these aspects of our business so our executive officers can focus on our daily operations and strategic direction. Further, as our business expands, reliance on AVM to provide us with timely, effective services will increase. In the future, as we expand our staff, we may absorb internally some or |
2908085_17.pdf | en | all of the services provided by AVM. Until we elect to move those services in-house, we continue to use AVM or other third-parties that provide similar services. If we are unable to maintain a relationship with AVM or are unable to establish a successful relationship with other third-parties providing similar services at comparable pricing, we may have to reduce or delay our operations and/or increase our expenditures and undertake the repurchase agreement and trading and administrative activities on our own, which could have a material adverse effect on our business operations and financial condition. However, we believe that the breadth and scope of ACM’s experience will enable them to fill any needs created by discontinuing a relationship with AVM.
# There are conflicts of interest in our relationship with ACM and its affiliates, which could result in decisions that are not in the best interests of our stockholders.
We are subject to conflicts of interest arising out of our relationship with ACM and its affiliates. Each of our executive officers and our non-independent directors are also affiliated with JAVELIN and such officers and directors will not be exclusively dedicated to our business. Entities affiliated with Mr. Ulm and Mr. Zimmer are the general partners of ACM and each of Mr. Ulm, Mr. Zimmer, Mr. Staton and Mr. Bell is a limited partner in ACM and a stockholder of JAVELIN.
The Management Agreement with ACM may create a conflict of interest and its terms, including fees payable to ACM, may not be as favorable to us as if they had been negotiated with an unaffiliated third-party. In addition, we may choose not to enforce, or to enforce less vigorously, our rights under the Management Agreement because of our desire to maintain our ongoing relationship with ACM. ACM maintains a contractual and fiduciary relationship with us. The Management Agreement with ACM does not prevent ACM and its affiliates from engaging in additional management or investment opportunities some of which will compete with us. ACM and its affiliates may engage in additional management or investment opportunities that have overlapping objectives with ours and may thus face conflicts in the allocation of investment opportunities to these other investments. Such allocation is at the discretion of ACM and there is no guarantee that this allocation would be made in the best interest of our stockholders. We are not entitled to receive preferential treatment as compared with the treatment given by ACM or its affiliates to any investment company, fund or advisory account other than any fund or advisory account which contains only funds invested by ACM (and not of any of its clients or customers) or its officers and directors. Additionally, the ability of ACM and its respective officers and employees to engage in other business activities, including their activities related to JAVELIN, may reduce the time spent managing our activities.
# We compete with current and future investment entities affiliated with ACM.
There are conflicts of interest in allocating investment opportunities among us and other funds, investment vehicles and ventures managed by ACM. There is a significant overlap in the assets and investment strategies of us and JAVELIN. Although ACM may dedicate certain trading and investment personnel to serve us only, in most cases the same trading and investment personnel may provide services to both entities. ACM and its affiliates may in the future form additional funds or sponsor additional investment vehicles and ventures that have overlapping objectives with us and therefore may compete with us for investment opportunities and ACM resources. ACM has an allocation policy that addresses the manner in which investment opportunities are allocated among the various entities and strategies for which they provide investment management services. However, we cannot assure you that ACM will always allocate every investment opportunity in a manner that is advantageous for us; indeed, we may expect that the allocation of investment opportunities will at times result in our receiving only a portion of, or none of, certain investment opportunities.
# Resolution of potential conflicts of interest in allocation of investment opportunities.
In allocating investment opportunities among us and any other funds or accounts managed by them, ACM's personnel are guided by the principles that they will treat all entities fairly and equitably, they will not arbitrarily distinguish among entities and they will not favor one entity over another.
In allocating a specific investment opportunity among us and JAVELIN, ACM will make a determination, exercising their judgment in good faith, as to whether the opportunity is appropriate for each entity. Factors in making such a determination may include an evaluation of each entity's liquidity, overall investment strategy and objectives, the composition of the existing portfolio, the size or amount of the available opportunity, the characteristics of the |
20745094_6.pdf | en | axial ratios remains to be determined, but the important point is that the current best upper limit for axial ratios with respect to VSAs is around 3, and it would be unusual to find a VSA with an axial ratio far above that. There are two caveats worth noting however. Firstly, large axis ratios result in large magnitude variations between telescopic exposures, and may cause high-amplitude bodies to be missed entirely, biasing our sample. Secondly, our method of determining axis ratios from the light curve from the formula of Kwiatkowski et al. (2010a) provides a lower limit. As a result, the axis ratios of small NEAs may be systematically larger than reported here.
Nakamura et al. (2011) concluded that small fast-rotating asteroids have a tendency to be more spherical than slowly rotating asteroids, but Kwiatkowski et al. (2010a) reportedj ust the opposite. In Fig. 3 we find little correlation between the asteroid periods and their \( a / b \) ratios. Least squares fits to our samples do have slight upslopes however, 0.0198 \( \mathrm { h r } ^ { - 1 } \) on the upper panel, and 0.0835 \( \mathrm { h r } ^ { - 1 } \) on the lower panel, so our samples do have a nominal weak correlation. But these slopes are heavily leveraged by a few points at the right-most edge of the figures and should be interpreted with caution.
Histograms of the axial ratios of our two samples are given in Fig. 4. The \( a / b \) ratio sample has mean and median \( a / b \) ratios of 1.43 and 1.29. Our \( D \le \) 60 m sample does not have enough information to compute axis ratios for all its members, but the mean and median \( a / b \) ratios of the 46 members of the \( a / b \) sample with diameters below 60 m are 1.46 and 1.36 respectively, consistent with the idea that size and axis ratio are not strongly correlated.
We note that there has been some discussion in the literature surrounding the determination of \( a / b \) ratios in Nakamura et al. (2011). Already in 2009, Warner et al. pointed out that low light curve amplitudes (which result in concomitantly smaller axis ratios) may simply be a result of finding the highest amplitude spectral peak in noisy data. In the LCDB itself, a significant portion of the data are in the quality range of \( U \leq 1 + \), meaning that they are of doubtful quality. A fuller explanation as to why some of this data were given such a low quality rating can be additionally found in Warner et al. (2009).
# 3.3. Taxonomic class and density
In addition to period and effective diameter, the LCDB also records the taxonomic class. Out of the 88 asteroids in our \( D \le \) 60 m survey, 83 asteroids were of S-type (silicaceous “stony” objects), and out of the 92 asteroids in our \( a / b \) ratio sample (which does overlap partially with the previous sample), 89 were of S-type as well, making it the most common type in our specific asteroid population. The few other spectral types that were seen in the population were four asteroids in the C-group (carbonaceous objects, including one type B and one F), and three others being in the X-group (metallic objects). It is believed that 20% (Brophy et al., 2012) of the near-Earth asteroid population is C-type, but that they are harder to discover because of their lower albedos. Thus the C types are underrepresented in our sample, reflecting the reality that our observed sample is sharply limited by target brightness. We are not arguing here that the real NEA population is low in C types, but the set of potential targets for the ARM mission is likely to be.
Taxonomic class is linked to asteroid density, but for S-type asteroids we must take the size into consideration as well since, as Carry (2012) observes, the density of S-type asteroids appears to increase with mass. If we look at Fig. 9 in the paperj ust mentioned, S-type asteroids in the ARM size range would have an average bulk density of around 2.6 g \( \mathrm { c m ^ { - 3 } } \), though the density of S-type can be as low as 1.9 g \( \mathrm { c m } ^ { - 3 } \) such as for Itokawa (Fujiwara et al., 2006). Given the predominance of S types among the small near-Earth asteroid population, it is reasonable to conclude that the density of most potential ARM targets will be in the same range though the density of a specifically |
20745094_7.pdf | en | chosen C-type target would be lower, around 1 g \( \mathrm { c m } ^ { - 3 } \)(Britt et al., 2002). The composition, mass and internal properties (rubble pile versus monolith) will all play a role here.
# 4. Conclusions
We have collected the available data on very small asteroids (VSAs) with the highest quality light curves. Unsurprisingly, a VSA will most likely be found to have a period under the “spin barrier” of 2.2 hrs; the average period from the \( D \le \) 60 m sample analyzed here is 0.67 hrs or 40 minutes. The lower limit for the period of the current sample reaches down to 25 seconds (2010 \( \mathrm { J L } _ { 8 8 } \), a 13 m diameter S-type) or even less (2014 RC, a 12-22 m Sq-type, with a period of 16 seconds) though shorter periods are possible.
With respect to structure, our results imply that a VSA will probably be a monolithic structure in which a singular boulder is held together by its own tensile strength, as opposed to a “rubble pile” in which many boulders are gravitationally bound together, although arguments from Holsapple (2003) and new evidence from Mommert et al. (2014) show that this may not necessarily be true.
We used the information on the light curves provided by various surveys to estimate the axial ratio. The VSAs in our samples have an average minimum \( a / b \) ratio of about 1.4, and the VSA with the greatest axial ratio was found to be 2007 \( \mathrm { T S _ { 2 4 } } \) at 2.8. Alternate analyses of some asteroid light curves have given slightly different values, but all VSAs observed to date are consistent with axial ratios less than three. The mission outlined by the KISS report discussed a capture bag capable of accommodating a 10x15 meter asteroid with a 2:1 axis ratio. Most (\( > \) 90%) of our \( D \le \) 60 m restricted sample have an \( a / b \) ratio less than 2, but a few exceed this value. We do note that our method of determining axial ratios from Kwiatkowski et al. (2010a) provides the minimum axial ratio consistent with the light curve amplitude, and so the values reported here are lower limits.
The composition of most potential targets is likely to be rich in silicates (S-type taxonomic class). The KISS study suggested that C-type asteroids would make more interesting targets be-cause of their more diverse composition, which include water, carbon compounds, rock and metal. However, such asteroids are not common within the currently characterized small near-Earth as-teroid population, though four C-group (including sub-types B and F) and three X-types appear in our sample. Though the real NEA population is not necessarily this low in C types, the list of potential ARM targets is likely to be poorer in carbonaceous bodies than might otherwise be expected.
# 5. Acknowledgements
The authors thank Duncan Steel and David Asher for thoughtful comments which much im-proved this paper. This work was supported in part by the Natural Sciences and Engineering Council of Canada and the Canadian Space Agency (CSA) through the ASTRO CSA Cluster.
# References
Britt, D. T., Yeomans, D., Housen, K., and Consolmagno, G. (2002). Asteroid Density, Porosity, and Structure. Asteroids III, pages 485–500.
Brophy, J., Culick, F., Friedman, L., and 31 others (2012). Asteroid retrieval feasibility study. Technical report, Keck Institute for Space Studies, Pasadena, California. |
9289594_5.pdf | en | # 1. REPORT OVERVIEW (CONTINUED)
# • Stakeholder Engagement (Continued)
# Materiality Assessment (Continued)
1. 報告概覽（續）
• 利益相關者參與（續）
關鍵性評估（續）
<table><tr><td>Category
類別</td><td>ESG Issues
環境、社會及管治問題</td><td>Importance
重要性</td></tr><tr><td rowspan="8">Environmental Issues
環境問題</td><td>1. Greenhouse gas emission
溫室氣體排放</td><td>Medium
中</td></tr><tr><td>2. Energy consumption
能源消耗</td><td>Medium
中</td></tr><tr><td>3. Water consumption
水資源消耗</td><td>Medium
中</td></tr><tr><td>4. Waste
廢棄物</td><td>Medium
中</td></tr><tr><td>5. Environmental impact of construction
建造對環境的影響</td><td>Medium
中</td></tr><tr><td>6. Green building certification
綠色建築認證</td><td>Medium
中</td></tr><tr><td>7. Customer engagement in environmental issues
客戶參與環境問題</td><td>Medium
中</td></tr><tr><td>8. Use of chemicals
使用化學品</td><td>Medium
中</td></tr><tr><td rowspan="8">Social Issues
社會問題</td><td>9. Local community engagement
當地社區參與</td><td>Medium
中</td></tr><tr><td>10. Community investment
社區投資</td><td>Medium
中</td></tr><tr><td>11. Occupational health and safety
職業健康及安全</td><td>High
高</td></tr><tr><td>12. Labour standards in supply chain
供應鏈勞工準則</td><td>High
高</td></tr><tr><td>13. Training and development
培訓及發展</td><td>High
高</td></tr><tr><td>14. Employee welfare
僱員福利</td><td>High
高</td></tr><tr><td>15. Inclusion and equal opportunities
包容及平等機會</td><td>High
高</td></tr><tr><td>16. Talent attraction and retention
吸引及挽留人才</td><td>High
高</td></tr></table> |
9289594_6.pdf | en | # 1. REPORT OVERVIEW (CONTINUED)
# • Stakeholder Engagement (Continued)
# Materiality Assessment (Continued)
1. 報告概覽（續）
• 利益相關者參與（續）
關鍵性評估（續）
<table><tr><td>Category
類別</td><td>ESG Issues
環境、社會及管治問題</td><td>Importance
重要性</td></tr><tr><td rowspan="6">Operating Issues
營運問題</td><td>17. Economic value generated
所產生經濟價值</td><td>Medium
中</td></tr><tr><td>18. Corporate governance
企業管治</td><td>High
高</td></tr><tr><td>19. Anti-corruption
反貪污</td><td>High
高</td></tr><tr><td>20. Supply chain management
供應鏈管理</td><td>High
高</td></tr><tr><td>21. Customer satisfaction
客戶滿意度</td><td>High
高</td></tr><tr><td>22. Customer privacy
客戶私隱</td><td>High
高</td></tr></table>
# 2. THE ENVIRONMENT
# • Environmental Strategy and Management Approach
The company has established regular emission reduction policies such as supporting our people to reduce the use of conventionally fuelled vehicles, to use paper more efficiently and conduct paper-less meetings, encouraging our employees to turn off the lights and air conditioners in unmanned rooms. We also try to replace business trip and meeting where telephone and video conferencing are possible. In addition, the company also actively purchases energy-efficient office equipment, purchases and uses energy-efficient air conditioners, recycles waste paper, cardboard and plastic bottles, and effectively reduces the burden onto the environment caused by the Group's business operations.
2. 環境
• 環境策略及管理方法
本公司已制定常規減排政策，如鼓勵我們的員工減少使用傳統燃油汽車、更善用紙張及召開無紙化會議、鼓勵僱員在房間無人使用時關閉電燈及空調。如可以使用電話及視像會議，我們亦嘗試用以取代商務旅行及會議。此外，本公司亦積極購置節能辦公設備，購置及使用節能空調，循環使用廢紙、紙板及塑料瓶，有效地減少本集團業務營運對環境造成的負擔。 |
11787224_4.pdf | en | # 1. Anomalous paramagnetism \( T > T _ { c 0 } \))
In the paramagnetic state of ferromagnetic and anti-ferromagnetic systems, the muon spin depolarization at zero external field has contributions from the static nu-clear dipolar fields and the fluctuating fields from electron spins. The nuclear spin contribution is well reproduced by the Gaussian Kubo-Toyabe (GKT) function derived from the Gaussian distribution of the local field (\( B _ { \mathrm { l o c } } \)),which is a good approximation for a dense ensemble of randomly orientated nuclear magnetic moments.18 The GKT function is written as
\[ G _ { \mathrm { G K T } } ( t ) = \frac { 1 } { 3 } + \frac { 2 } { 3 } \left[ 1 - ( \Delta t ) ^ { 2 } \right] \exp \left[ - \frac { ( \Delta t ) ^ { 2 } } { 2 } \right] , \qquad ( 2 ) \]
where \( \Delta / \gamma _ { \mu } = \langle B _ { \mathrm { l o c } } ^ { 2 } \rangle ^ { 1 / 2 } \) corresponds to the root-mean-square for the distribution of the local magnetic field (where \( \gamma _ { \mu } = 2 \pi \times 1 3 5 . 5 3 \) MHz/T is the muon gyromag-netic ratio). On the other hand, the dynamical electron spin contribution is given as \( \exp ( - \lambda t ) \) with the relax-ation rate \( \lambda \). Then, the depolarization function G(t) is described by the product of the two contributions:
\[ G ( t ) = G _ { \mathrm { G K T } } ( t ) \exp ( - \lambda t ) . \eqno ( 3 ) \]
Figure 6(a) shows the zero-field (ZF)-\( \mu ! \) SR spectra at 300 K and 80 K (i.e., above and below \( T _ { \mathrm { c 1 } } \)), where no sign of the emergence of the spontaneous internal mag-netic field, such as oscillation and/or fast damping, is observed below \( T _ { \mathrm { c 1 } } \). This immediately leads us to the conclusion that no long-range magnetic order is present below \( T _ { c 1 } \), which is in qualitative agreement with the pre-vious result.11 The temperature dependence of \( \lambda \) deduced by a curve fitting is plotted in the inset of Fig. 6(a).
The spectra in Fig. 6(a) including the one at 18 K show that the exponential damping gradually overcomes the GKT depolarization below 40 K. Figure 6(b) shows \( \mu \) SR spectra at 18 K measured with ZF and longitudinal fields (LFs) of 10 mT and 100 mT. Generally, the expo-nential damping due to the electron spin fluctuation does not depend much on the LF because the fluctuation rate of the dynamical field from the ordinary paramagnetic moments is much larger than the Larmor frequency of the muon spin precession. However, the depolarization is quenched by the application of a relatively weak LF, which indicates that \( B _ { \mathrm { l o c } } \) is much weaker than the LF and that it is quasistatic within the time window of \( \mu \) SR (\( > 1 0 ^ { - 5 } \) s). These features allow us to estimate an up-per limit for the mean hyperfine field at the muon site, \( B _ { \mathrm { l o c } } \, \simeq \, \Delta / \gamma _ { \mu } \, \lesssim \, 2 \) mT, and that of the fluctuation rate \( \nu \lesssim \) 0.5 MHz. We also performed curve fitting for the LF dependence of the \( \mu \) SR spectra at 18 K by replac-ing the exponential term in Eq. (3) with the Lorentzian Kubo-Toyabe (LKT) function for a finite LF:
FIG. 6. (Color online) (a) Zero-field (ZF)-\( \mu ^ { 6 } \) SR time spectra at 300 K, 80 K, and 18 K. The solid curves are the fitted results of Eq. (3). The inset shows the temperature dependence of the relaxation rate. (b) \( \mu ^ { \star } \) SR spectra at 18 K measured with ZF and longitudinal fields (LF = 10 mT and 100 mT) with the results of the curve fitting with Eq.(4).
\[ \begin{array} { l } { \displaystyle G _ { \mathrm { L K T } } ( t ) = \! 1 - \frac { \Delta } { \omega _ { 0 } } j _ { 1 } ( \omega _ { 0 } t ) e ^ { - \Delta t } } \\ { \displaystyle \quad \, - \big ( \frac { \Delta } { \omega _ { 0 } t } \big ) ^ { 2 } [ j _ { 0 } ( \omega _ { 0 } t ) e ^ { - \Delta t } - 1 ] } \\ { \displaystyle \quad \, - \big [ 1 + \big ( \frac { \Delta } { \omega _ { 0 } } \big ) ^ { 2 } \big ] \Delta \int _ { 0 } ^ { t } j _ { 0 } ( \omega _ { 0 } t ^ { \prime } ) e ^ { - \Delta t ^ { \prime } } d t ^ { \prime } , \, \, \, \, ( 4 ) } \end{array} \]
where \( \omega _ { 0 } = \gamma _ { \mu } B _ { 0 } \) is the Larmor frequency of the muon spin precession in the presence of an external field \( B _ { 0 } \), and \( j _ { 0 } \) and \( j _ { 1 } \) denote spherical Bessel functions.19 We note that the results of the curve fitting indicate that the entire volume of the sample exhibits a Lorentzian-like field distribution. Thus, we are led to the conclusion that the dilute magnetic moments of d electrons having an unusually quasistatic characteristic make a significant contribution to the muon depolarization for \( T _ { c 0 } \leq T \leq \)\( T _ { c 1 } \), although their origin is not clear at this stage.
# 2. Inhomogeneous magnetism \( ( T < T _ { c 0 } \))
As is observed for the ZF-\( \mu \) SR spectra in Fig. 7(a), a rapid depolarization develops with decreasing tempera-ture below \( T _ { \mathrm { c 0 } } \). We show the ZF- and LF-\( \mu \) SR spectra at 30 mK measured in the presence of various LFs up to 100 mT in Fig. 7(b). The ZF spectra clearly demonstrate the absence of conventional long-range magnetic order at |
11787224_5.pdf | en | FIG. 7. (Color online) (a) ZF-\( \mu \) SR time spectra in the temper-ature range between 4.2 K and 10 K. (b) \( \mu ^ { \circ } \) SR time spectra measured at 30 mK in the presence of various longitudinal fields (LFs) up to 100 mT. The inset shows the earlier part of the spectrum at ZF. The solid lines are the fitted results by using Eq. (6)..
the base temperature. The initial fast depolarization ex-hibits a gradual suppression with increasing LF and is nearly quenched at \( ^ { \dag } \) F = 100 mT. Surprisingly, we also observed a finite slope due to the residual magnetic fluc-tuation in these spectra at a large time, which is almost independent of the LF, even at 30 mK. These features can be observed from the fast damped 2/3 amplitude followed by a slowly relaxing 1 \( / \) 3 component originating from the magnetic ordered state with slow persistent spin dynamics.
In a previous \( \mu \) SR study, Sugiyama et al. analyzed their ZF-\( \cdot \mu \) SR spectra by using a combination of an expo-nentially relaxing cosine oscillation for the damped 2 \( / \) 3 component and an exponential function for the 1 \( / \) 3 tail signal.11 They showed that the ratio of the relaxation rate of the 1 \( / \) 3 tail component \( \lambda _ { \mathrm { t a i l } } \) to the precession frequency \( \omega _ { \mathrm { A F } } \) is close to unity, \( \lambda _ { \mathrm { t a i l } } / \omega _ { \mathrm { A F } } \, \sim \, 1 \), where \( \lambda _ { \mathrm { t a i l } } / \omega _ { \mathrm { A F } } \) corresponds to the field distribution normalized to the mean value of \( B _ { \mathrm { l o c } } \). However, their fitting function is based on an unique precession signal at a spontaneous local field for the conventional magnetic ordered state, \( \lambda _ { \mathrm { t a i l } } / \omega _ { \mathrm { A F } } \ll 1 \) . The observed broad \( B _ { \mathrm { l o c } } \) distribution and residual magnetic fluctuation strongly suggest that a highly inhomogeneous magnetic state appears in the ground state of \( \mathrm { S r } _ { 2 } \)\( \ldots \) 4.
The inset of Fig. 7(b) shows the earlier part of the ZF-\( \mu \) SR spectrum at 30 mK. As mentioned above, the GKT and LKT functions are widely attributed to the \( \mu \) SR spectra for random magnetism in dense and diluted spin systems. However, the ZF spectrum at 30 mK lacks a decrease that usually precedes the asymptotic tail for the GKT function, although it exhibits a Gaussian-like initial depolarization. We attributed this to a broad dis-tribution of \( B _ { \mathrm { l o c } } \), which is not characterized by a sin-gle root-mean-square width, and adopted the Gaussian-broadened Gaussian (GbG) function as a recursive func-tion for the curve fitting.20–22
The GbG function is described as one of the general-ized forms of the GKT function, where \( \Delta \) in Eq. (2) has a distribution with the mean value \( \Delta _ { 0 } \) and root-mean-square width W. \( G _ { \mathrm { G b G } } ( t ) \) for ZF is written as
\[ \begin{array} { c c } { G _ { \mathrm { G b G } } ( t ) = \displaystyle \frac { 1 } { 3 } + \frac { 2 } { 3 } \bigg ( \displaystyle \frac { 1 } { 1 + R ^ { 2 } \Delta _ { 0 } ^ { 2 } t ^ { 2 } } \bigg ) ^ { 3 / 2 } \bigg ( 1 - \displaystyle \frac { \Delta _ { 0 } ^ { 2 } t ^ { 2 } } { 1 + R ^ { 2 } \Delta _ { 0 } ^ { 2 } t ^ { 2 } } \bigg ) } \\ { \times \exp \! \left( - \displaystyle \frac { \Delta _ { 0 } ^ { 2 } t ^ { 2 } } { 2 ( 1 + R ^ { 2 } \Delta _ { 0 } ^ { 2 } t ^ { 2 } ) } \right) \! , \! \! \! \! } \end{array} \]
where R is the ratio of the distribution width, and \( R = W / \Delta _ { 0 } \). For \( R \) = 0, the GbG function is identical to the GKT function with a deep minimum after the ini-tial depolarization. The depth of the minimum decreases with increasing R and becomes almost independent of R for \( R > \) 1. Thus, we imposed the condition 0 \( \le R \le \) 1 in the following analysis. We note that the GbG function does not approach the LKT function, even for \( R \gg \) 1.
For the curve fitting, we presume that G(t) is primar-ily described by the product of the GbG function and a slow exponential decay due to the persistent spin dynam-ics in addition to a supplementary term for exponential damping:
\[ G ( t ) = f G _ { \mathrm { G b G } } ( t ) e ^ { - \lambda t } + ( 1 - f ) e ^ { - \lambda _ { \mathrm { e x t } } t } , \qquad ( 6 ) \]
where f is the volume fraction exhibiting inhomoge-neous magnetism, and \( \lambda \) is the relaxation rate reflecting the spin dynamics. The second exponential term with the relaxation rate \( \lambda _ { \mathrm { e x t } } \) is for extrinsic contributions originat-ing from the magnetically ordered state region with rel-atively fast persistent dynamics, which makes the above muon spin depolarization model unreasonable. The T dependence of f is plotted in the inset of Fig. 8. The in-homogeneous magnetism develops over the almost entire volume of the sample below 6 K. We obtained \( R = 0 . 7 ( 1 ) \) below 4.2 K, whereas R is unity at higher temperatures. This discrepancy might be caused by the lack of data for \( t \sim 0 . 1 \)\( \cdot \ \mu \) s that is masked by the limited time resolu-tion of the pulsed muon beam (∼100 ns). We note that the dynamical LKT function and dynamical spin glass models19 could not reproduce the spectra over the early time range.
The absence of decrease in the \( \mu \) SR time spectra tells us important aspects of the magnetic ground state. Noakes et al. reproduced the shallow decrease in the GbG |
9289908_108.pdf | en | <table><tr><td rowspan="2"></td><td rowspan="2">实收资本
(或股本)</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">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、上年年末余额</td><td>313,560,000.00</td><td></td><td></td><td></td><td></td><td></td><td>650,489.01</td><td></td><td>133,910,895.74</td><td>647,665,464.31</td><td>1,095,786,849.06</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></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></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></tr><tr><td>二、本年期初余额</td><td>313,560,000.00</td><td></td><td></td><td></td><td></td><td></td><td>650,489.01</td><td></td><td>133,910,895.74</td><td>647,665,464.31</td><td>1,095,786,849.06</td></tr><tr><td>三、本期增减变动金额
（减少以“－”号填列）</td><td>156,858,905.00</td><td></td><td></td><td></td><td>1,361,906,663.14</td><td></td><td>-378,645.36</td><td></td><td>11,316,840.98</td><td>72,063,368.79</td><td>1,601,767,132.55</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>488,884.00</td><td></td><td></td><td>112,300,880.41</td><td>112,789,764.41</td></tr><tr><td>（二）所有者投入和减少
资本</td><td>156,858,905.00</td><td></td><td></td><td></td><td>1,361,906,663.14</td><td></td><td></td><td></td><td></td><td></td><td>1,518,765,568.14</td></tr><tr><td>1．所有者投入的普通股</td><td>156,858,905.00</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>1,518,765,568.14</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></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></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></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>11,230,088.04</td><td>-41,018,288.04</td><td>-29,788,200.00</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>11,230,088.04</td><td>-11,230,088.04</td><td>0.00</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>-29,788,200.00</td><td>-29,788,200.00</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></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>-867,529.36</td><td></td><td>86,752.94</td><td>780,776.42</td><td>0.00</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></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></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></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></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>-867,529.36</td><td></td><td>86,752.94</td><td>780,776.42</td><td>0.00</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></tr></table> |
9289908_109.pdf | en | <table><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></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></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></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></tr><tr><td>四、本期期末余额</td><td>470,418,905.00</td><td></td><td></td><td></td><td>1,361,906,663.14</td><td></td><td>271,843.65</td><td></td><td>145,227,736.72</td><td>719,728,833.10</td><td>2,697,553,981.61</td></tr></table>
<table><tr><td rowspan="3">项目</td><td colspan="11">2020 年度</td></tr><tr><td rowspan="2">实收资本
(或股本)</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">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、上年年末余额</td><td>313,560,000.00</td><td></td><td></td><td></td><td></td><td></td><td>332,004.42</td><td></td><td>129,031,917.89</td><td>648,280,183.66</td><td>1,091,204,105.97</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></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></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></tr><tr><td>二、本年期初余额</td><td>313,560,000.00</td><td></td><td></td><td></td><td></td><td></td><td>332,004.42</td><td></td><td>129,031,917.89</td><td>648,280,183.66</td><td>1,091,204,105.97</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>318,484.59</td><td></td><td>4,878,977.85</td><td>-614,719.35</td><td>4,582,743.09</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>318,484.59</td><td></td><td></td><td>48,789,778.50</td><td>49,108,263.09</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></tr><tr><td>1．所有者投入的普通股</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．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></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></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></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>4,878,977.85</td><td>-49,404,497.85</td><td>-44,525,520.00</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>4,878,977.85</td><td>-4,878,977.85</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>-44,525,520.00</td><td>-44,525,520.00</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></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></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></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></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></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></tr></table> |
9239092_102.pdf | en | <table><tr><td>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><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><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><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></td><td></td><td>-1,387,
562.40</td><td></td><td>-1,387,
562.40</td><td></td><td>-1,387,
562.40</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></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．提取一般风
险准备</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><td></td><td></td><td></td></tr><tr><td>3．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>-1,387,
562.40</td><td></td><td>-1,387,
562.40</td><td></td><td>-1,387,
562.40</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><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><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><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><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><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><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><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><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>114,18
0.42</td><td></td><td></td><td></td><td></td><td>114,18
0.42</td><td>39,816.
61</td><td>153,997
.03</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>909,52
5.08</td><td></td><td></td><td></td><td></td><td>909,52
5.08</td><td>161,018
.43</td><td>1,070,5
43.51</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>-795,3
44.66</td><td></td><td></td><td></td><td></td><td>-795,3
44.66</td><td>-121,20
1.82</td><td>-916,54
6.48</td></tr></table> |
9239092_103.pdf | en | <table><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><td></td><td></td><td></td></tr><tr><td>四、本期期末
余额</td><td>138,7
56,24
0.00</td><td></td><td></td><td></td><td>102,53
2,388.
02</td><td></td><td></td><td>635,36
5.25</td><td>50,489
,790.6
1</td><td></td><td>172,24
4,888.
09</td><td></td><td>464,65
8,671.
97</td><td>141,370
,090.21</td><td>606,028
,762.18</td></tr></table>
# 8、母公司所有者权益变动表
本期金额
单位：元
<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>一、上年期末余
额</td><td>138,75
6,240.0
0</td><td></td><td></td><td></td><td>80,286,3
36.50</td><td></td><td></td><td></td><td>50,679,2
72.50</td><td>51,025,
114.05</td><td></td><td>320,746,9
63.05</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>138,75
6,240.0
0</td><td></td><td></td><td></td><td>80,286,3
36.50</td><td></td><td></td><td></td><td>50,679,2
72.50</td><td>51,025,
114.05</td><td></td><td>320,746,9
63.05</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></td><td>-14,361
,265.20</td><td></td><td>-14,361,26
5.20</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>-14,361
,265.20</td><td></td><td>-14,361,26
5.20</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><tr><td>1．所有者投入
的普通股</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><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></table> |
11785540_2.pdf | en | in-situ measurements from well-separated heliospheric spacecraft inside 2.5 AU give self-consistent results of total open heliospheric flux. However, they found that open flux estimates from multiple spacecraft at the same R increasingly vary as R increases, with the largest discrepancies occurring beyond 2.5 AU (Owens et al. 2008a, Figure 1). They suggested that this could be attributed to a reduced signal-to-noise ratio in spacecraft detection of \( B _ { \mathrm { r } } \) further away from the Sun due to tangential and meridional fluctuations along each magnetic field line that result in these field components bleeding into \( B _ { r } \) measurements (Owens et al., 2008a). In a later set of articles, Lockwood and Owens (2009) and Lockwood, Owens, and Rouillard (2009a,b) revisited this topic and attribute what they term the “flux excess effect” not to small-scale structure introduced by the field line’s own propagation, but to separate large-scale longitudinal solar wind structures that distort the magnetic field (Lockwood, Owens, and Rouillard, 2009b, Figure 1). They derived a correction term to apply to spacecraft \( B _ { r } \) measurements to account for these kinematic effects, and when this is applied, for the time period investigated in their study they produce good agreement between PFSS and spacecraft-derived open flux (Lockwood, Owens, and Rouillard, 2009b, Figure 9). Owens et al. (2017) accounted for this same kinematic contribution to \( B _ { \mathrm { r } } \) instead using observations of sunward suprathermal electron beam or “strahl” to filter out instances where field lines were locally inverted at 1 AU. Their method resulted in higher open fluxes than the kinematic correction, closer to results obtained when averaging \( B _ { \mathrm { r } } \) over one day before taking the unsigned value. Both methods on average fell within the results of averaging \( B _ { \mathrm { r } } \) between one to five days before taking the unsigned value (Owens et al., 2017, Figure 5); however, unlike the temporal averaging technique, these methods attempt to account for the flux excess with more physical justification.
Another way that the differences between both model-derived and spacecraft-observed open flux have been explained is by applying correction factors to the photospheric-field maps to drive coronal models. Wang, Lean, and Sheeley (2000) compared estimates of total open flux from 1971 – 1998 using both the PFSS model and spacecraft observations and found, with a few notable exceptions (e.g. 1978 – 1980 and 1985 – 1989), that they agree remarkably well when using a latitude [λ] dependent saturation correction factor. The photospheric field used to derive the open flux was a combination of traditional Carrington photospheric magnetic- field synoptic maps from Mount Wilson (MWO) and Wilcox (WSO) Solar Observatories. It was necessary to use WSO maps from 1976 – 1995 because the MWO magnetograph suffered from instrumentation issues during this period. They also assumed, based on previous work (Wang and Sheeley, 1995), that the MWO correction factor \( ( 4 . 5 \! - \! 2 . 5 \mathrm { s i n } ^ { 2 } \, \lambda \)) was equally applicable to both the MWO and WSO observations, as both the instruments are very similar to each other and use the same Fe I 5250 A˚ line to derive the magnetic field. However, Svalgaard (2006) challenged the application of the MWO saturation correction to WSO data, arguing that it is specific to the MWO instrument and that a constant correction factor of 1.85 (updated from Svalgaard, Duvall, and Scherrer 1978, originally 1.8) is the appropriate correction factor for WSO data. Other studies, spanning several years (Owens et al., 2008b, Linker et al., 2016) and focusing on one Carrington rotation (Linker et al., 2017), used photospheric-field maps |
11785540_3.pdf | en | derived from other observatories and found similar discrepancies between model-derived and spacecraft-measured \|Br\|. In all of these studies, in-situ observations on average produced larger \|Br\| estimates than models, except Linker et al. (2016) where a correction factor of 1.5 was applied to the photospheric-field maps for the results to agree.
Riley (2007) separately applied both a constant 1.8 scaling factor and the MWO latitude-dependent correction to WSO input maps from 1976 – 2007 and calculated total open flux using the PFSS model for both sets of maps. He found that the maps with the MWO saturation correction factor applied to them pro-duced the best overall agreement with the heliospheric derived fluxes but noted significant mismatches during the periods of solar minimum, exactly when one would expect the agreement to be best. For the case of the 1.8 saturation factor applied to the WSO maps, the open-flux results agreed well with the heliospheric values only during solar minimum and under-predicted them for all other times. To explain this Riley proposed and tested the idea that interplanetary coro-nal mass ejections (ICMEs) propagating out into space yet still magnetically connected back to the Sun are detected by spacecraft in the same way that coronal hole open flux is. Riley argued that the total unsigned heliospheric flux is comprised of open coronal hole and closed ICME fluxes, especially during solar maximum. This assumption is reasonable, since distinguishing between open field lines and closed ones from ICMEs still rooted back at the Sun in spacecraft observations, especially when the front of the ICME is far beyond 1 AU, is generally very difficult. Using a simple model to estimate heliospheric ICME flux from sunspot number, Riley found an extremely good match between the combined ICME plus WSO open-flux estimates and heliospheric values. While not claiming to have settled the issue, Riley’s results nonetheless provided an alternative explanation for the temporal variation of observed heliospheric flux without having to resort to correcting the WSO magnetic field data with the MWO saturation correction factor. Owens et al., in a series of articles (Owens and Crooker, 2006; Owens et al., 2007; Owens, Crooker, and Lockwood, 2011), similarly argued that much, if not all, of the variation of heliospheric flux can be explained by a constant open solar magnetic flux baseline or floor with the addition of a time-varying, solar-cycle-dependent closed ICME magnetic-flux component.
Alternatively, total open flux can be determined by identifying coronal holes in chromospheric or coronal observations. Coronal hole areas are calculated from observations after their boundaries are determined either through manual (Harvey and Recely, 2002) or automated (e.g. Henney and Harvey, 2005; Scholl and Habbal, 2008; Krista and Gallagher, 2009; Lowder et al., 2014; Verbeeck et al., 2014; Boucheron, Valluri, and McAteer, 2016; Caplan, Downs, and Linker, 2016; Garton, Gallagher, and Murray, 2018; Hamada et al., 2018) methods. To derive open flux, coronal-hole contours are paired with corresponding synoptic photospheric-field maps. The advent of high- resolution coronal EUV images allows for an independent estimate of the open flux in comparison to model estimates and in-situ observations for the past decade. Observationally derived coronal holes also provide constraints on model-derived coronal hole boundaries.
In this article, we estimate total open magnetic flux from 1990 – 2013 in two different ways using global photospheric magnetic-field maps derived from |
9233771_84.pdf | en | <table><tr><td>额</td><td>8.00</td><td></td><td></td><td></td><td>60</td><td></td><td>00</td><td>197.79</td><td>4</td><td></td><td>.14</td><td></td><td>29</td><td>55</td><td>74</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><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><td></td><td></td><td></td></tr><tr><td> 同一
控制下企业合
并</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><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><td></td><td></td><td></td></tr><tr><td>二、本年期初余
额</td><td>535,5
29,90
8.00</td><td></td><td></td><td></td><td>523,36
4,322.
60</td><td></td><td>-35,50
0,000.
00</td><td>2,663,
197.79</td><td>20,601
,364.0
4</td><td></td><td>-191,8
36,372
.14</td><td></td><td>854,82
2,420.
29</td><td>-15,70
8,964.
55</td><td>839,11
3,455.
74</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>-25149
4.58</td><td>353,25
0.34</td><td></td><td></td><td>-9,524,
775.17</td><td></td><td>-9,423,
019.41</td><td>-7,944,
472.57</td><td>-17,36
7,491.
98</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>-25149
4.58</td><td></td><td></td><td></td><td>-9,524,
775.17</td><td></td><td>-9,776,
269.75</td><td>-7,944,
472.57</td><td>-17,72
0,742.
32</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><td></td><td></td><td></td></tr><tr><td>1．所有者投入
的普通股</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><td></td><td></td><td></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><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><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><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></td><td></td><td></td><td></td><td></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></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．提取一般风
险准备</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><td></td><td></td><td></td></tr><tr><td>3．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><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><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><td></td><td></td><td></td></tr></table> |
9233771_85.pdf | en | <table><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><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><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><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><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><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><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>353,25
0.34</td><td></td><td></td><td></td><td></td><td>353,25
0.34</td><td></td><td>353,25
0.34</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>2,571,
472.72</td><td></td><td></td><td></td><td></td><td>2,571,
472.72</td><td></td><td>2,571,
472.72</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>-2,218,
222.38</td><td></td><td></td><td></td><td></td><td>-2,218,
222.38</td><td></td><td>-2,218,
222.38</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><td></td><td></td><td></td></tr><tr><td>四、本期期末余
额</td><td>535,5
29,90
8.00</td><td></td><td></td><td></td><td>523,36
4,322.
60</td><td></td><td>-35,7
51,494
.58</td><td>3,016,
448.13</td><td>20,601
,364.0
4</td><td></td><td>-201,3
61,147
.31</td><td></td><td>845,39
9,400.
88</td><td>-23,65
3,437.
12</td><td>821,74
5,963.
76</td></tr></table>
上期金额
单位：元
<table><tr><td rowspan="4">项目</td><td colspan="15">2020 年年度</td></tr><tr><td colspan="13">归属于母公司所有者权益</td><td rowspan="3">少数股
东权益</td><td rowspan="3">所有者
权益合
计</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">一般
风险
准备</td><td rowspan="2">未分
配利
润</td><td rowspan="2">其他</td><td rowspan="2">小计</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>538,8
73,33
5.00</td><td></td><td></td><td></td><td>544,32
7,610.
89</td><td></td><td>-35,41
7,956.
80</td><td>2,147,
151.77</td><td>20,601
,364.0
4</td><td></td><td>-210,8
09,848
.17</td><td></td><td>859,72
1,656.
73</td><td>-7,180,
982.41</td><td>852,540
,674.32</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><td></td><td></td><td></td></tr></table> |
9235676_1.pdf | en | # RESULTS
The board of Directors (the “Board”) of the Company is pleased to announce the unaudited condensed consolidated financial results of the Company and its subsidiaries (collectively the “Group”) for the three months ended 31 March 2020, together with the comparative figures for the corresponding period in 2019, as follows.
# QUARTERLY CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
# FOR THE THREE MONTHS ENDED 31 MARCH 2020
<table><tr><td rowspan="3"></td><td rowspan="3">Notes</td><td colspan="2">(Unaudited)
Three months ended
31 March</td></tr><tr><td>2020</td><td>2019</td></tr><tr><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Revenue</td><td>3</td><td>60,717</td><td>71,103</td></tr><tr><td>Cost of sales</td><td></td><td>(47,795)</td><td>(52,784)</td></tr><tr><td>Gross profit</td><td></td><td>12,922</td><td>18,319</td></tr><tr><td>Other income</td><td>4</td><td>5,262</td><td>8,181</td></tr><tr><td>Selling and marketing expenses</td><td></td><td>(10,385)</td><td>(12,344)</td></tr><tr><td>Administrative expenses</td><td></td><td>(8,092)</td><td>(12,443)</td></tr><tr><td>Share-based compensation expense</td><td></td><td>—</td><td>(2,146)</td></tr><tr><td>Research and development expenses</td><td></td><td>(2,689)</td><td>(6,295)</td></tr><tr><td>Finance costs</td><td>5</td><td>(1,196)</td><td>(2,390)</td></tr><tr><td>Net impairment loss on financial and contract assets</td><td></td><td>(13,710)</td><td>(7,436)</td></tr><tr><td>Share of profit of joint ventures</td><td></td><td>(2,230)</td><td>—</td></tr><tr><td>Loss before income tax</td><td>5</td><td>(20,118)</td><td>(16,554)</td></tr><tr><td>Income tax credit/(expense)</td><td>6</td><td>2,056</td><td>2,635</td></tr><tr><td>Loss for the period</td><td></td><td>(18,062)</td><td>(13,919)</td></tr><tr><td>Other comprehensive loss</td><td></td><td></td><td></td></tr><tr><td>Items that may be subsequently reclassified
to profit or loss:</td><td></td><td></td><td></td></tr><tr><td> Exchange difference arising on the translation
of foreign operation</td><td></td><td>(4,825)</td><td>(9,036)</td></tr><tr><td>Total comprehensive loss for the period</td><td></td><td>(22,887)</td><td>(22,955)</td></tr></table> |
9235676_2.pdf | en | <table><tr><td rowspan="3"></td><td rowspan="3">Notes</td><td colspan="2">(Unaudited)
Three months ended
31 March</td></tr><tr><td>2020</td><td>2019</td></tr><tr><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Loss for the period attributable to:</td><td></td><td></td><td></td></tr><tr><td>Equity holders of the Company</td><td></td><td>(18,266)</td><td>(13,796)</td></tr><tr><td>Non-controlling interests</td><td></td><td>204</td><td>(123)</td></tr><tr><td></td><td></td><td>(18,062)</td><td>(13,919)</td></tr><tr><td>Total comprehensive loss
for the period attributable to:</td><td></td><td></td><td></td></tr><tr><td>Equity holders of the Company</td><td></td><td>(23,091)</td><td>(22,832)</td></tr><tr><td>Non-controlling interests</td><td></td><td>204</td><td>(123)</td></tr><tr><td></td><td></td><td>(22,887)</td><td>(22,955)</td></tr><tr><td>Loss per share for profit attributable to equity
holders of the Company
(expressed in RMB cents per share)</td><td>8</td><td></td><td></td></tr><tr><td> Basic</td><td></td><td>(2.87)</td><td>(2.21)</td></tr><tr><td> Diluted</td><td></td><td>(2.87)</td><td>(2.21)</td></tr></table> |
9328585_56.pdf | en | <table><tr><td>10/23/2019</td><td>Subject
2/Supervisory
Firefihgter/Assi
stant Chief of
Training</td><td>Subject
2/Supervisory
Firefihgter/Assi
stant Chief of
Training</td><td>Reference
1/Firefihgter 1</td><td>NR/NYS EMT
(ELECTIVE)</td><td>0900-1000</td></tr><tr><td>10/24/2019</td><td>Subject
2/Supervi
sory
Firefihgte
r/Assistan
t Chief of
Training</td><td>Subject
2/Supervi
sory
Firefihgte
r/Assistan
t Chief of
Training</td><td>Reference
1/Firefihgter 1</td><td>RESCUE
TECHNICIA
N - ROPE
RESCUE</td><td>1300-1400</td></tr></table> |
9328585_57.pdf | en | <table><tr><td>6/14/2019</td><td>Subject
2/Supervi
sory
Firefihgte
r/Assistan
t Chief of
Training</td><td>Subject
2/Supervi
sory
Firefihgte
r/Assistan
t Chief of
Training</td><td>Firefihgter 6</td><td>AIRCRAFT
LIVE FIRE
TRAINING</td><td>0900-1000</td></tr><tr><td>9/25/2019</td><td>Subject
2/Supervi
sory
Firefihgte
r/Assistan
t Chief of
Training</td><td>Subject
2/Supervi
sory
Firefihgte
r/Assistan
t Chief of
Training</td><td>Firefihgter 6</td><td>NR/NYS EMT
(ELECTIVE)</td><td>0900-1000</td></tr><tr><td>10/24/2019</td><td>Subject
2/Supervi
sory
Firefihgte
r/Assistan
t Chief of
Training</td><td>Subject
2/Supervi
sory
Firefihgte
r/Assistan
t Chief of
Training</td><td>Firefihgter 6</td><td>RESCUE
TECHNICIA
N - ROPE
RESCUE</td><td>1300-1400</td></tr><tr><td>3/8/2019</td><td>Subject
2/Supervisory
Firefihgter/Assi
stant Chief of
Training</td><td>Subject
2/Supervisory
Firefihgter/Assi
stant Chief of
Training</td><td>Firefihgter 6</td><td>ROPES AND
KNOTS</td><td>1000-1100</td></tr><tr><td>11/1/2019</td><td>Subject
2/Supervi
sory
Firefihgte
r/Assistan
t Chief of
Training</td><td>Subject
2/Supervi
sory
Firefihgte
r/Assistan
t Chief of
Training</td><td>Firefihgt
er 7</td><td>FIREGROUN
D SEARCH
AND
RESCUE</td><td>1300-1400</td></tr><tr><td>7/12/2019</td><td>Subject
2/Supervi
sory
Firefihgte
r/Assistan
t Chief of
Training</td><td>Subject
2/Supervi
sory
Firefihgte
r/Assistan
t Chief of
Training</td><td>Firefihgter 10</td><td>ASSIGNED
A/C
EGRESS/FA
M C-135 FR</td><td>0930-1030</td></tr><tr><td>11/1/2019</td><td>Subject
2/Supervi</td><td>Subject
2/Supervi</td><td>Firefihgter 10</td><td>FIREGROUN
D SEARCH
AND
RESCUE</td><td>1300-1400</td></tr></table> |
11741311_21.pdf | en | We see that the adjoint of \( \hat { X } ^ { ( \alpha ) } \) is defined as \( i ( d / d k ) \) in the momentum basis provided that \|φ) also obeys the boundary condition \( \tilde { \phi } ( \Omega ) \, = \, e ^ { - i \alpha } \tilde { \phi } ( - \Omega ) \). Therefore we see \( D ( \hat { X } ^ { ( \alpha ) } ) = D ( \hat { X } ^ { ( \alpha ) \dagger } ) \), and so \( \hat { X } ^ { ( \alpha ) } \) is self-adjoint.
Now, since the operators \( \hat { X } ^ { ( \alpha ) } \) are self-adjoint, they have spectral decompositions. The spectrum of the oper-ator \( \bar { X } ^ { ( \alpha ) } \)(for fixed \( \alpha \)) is discrete,\( \mathrm { s p e c } ( \hat { X } ^ { ( \alpha ) } ) = \{ x _ { n } ^ { ( \alpha ) } : = \)\( \textstyle { \frac { 2 \pi n + \alpha } { 2 \Omega } } \} _ { n \in \mathbb { Z } } \), and describes a one-dimensional lattice. The corresponding eigenvectors, \( \{ | x _ { n } ^ { ( \alpha ) } \rangle \} _ { n \in \mathbb { Z } } \), are represented in the momentum eigenbasis as
\[ ( k | x _ { n } ^ { ( \alpha ) } ) = \frac { 1 } { \sqrt { 2 \Omega } } e ^ { - i k x _ { n } ^ { ( \alpha ) } } . \eqno ( \mathrm { A 5 } ) \]
These eigenvectors are orthogonal and admit a resolu-tion of the identity:
\[ \sum _ { n \in \mathbb { Z } } | x _ { n } ^ { ( \alpha ) } ) ( x _ { n } ^ { ( \alpha ) } | = \mathbb { 1 } \qquad \qquad \qquad ( { \mathrm { A 6 } } ) \]
. Crucially, the position eigenvectors from different self-adjoint extensions are not orthogonal:
\[ ( x _ { n } ^ { ( \alpha ) } | x _ { n ^ { \prime } } ^ { ( \alpha ^ { \prime } ) } ) = \mathrm { s i n c } \left[ ( x _ { n } ^ { ( \alpha ) } - x _ { n ^ { \prime } } ^ { ( \alpha ^ { \prime } ) } ) \Omega \right] . \qquad ( \mathrm { A 7 } ) \]
Note that the union of the spectra of the entire family of self-adjoint extensions provides a covering of R. There-fore, it is possible to construct an overcomplete contin-uum basis by taking the union of eigenbases of the family of self-adjoint extensions, i.e., \|x) := \|x(α)n \( ) \iff x \)\( \therefore \)=\( \begin{array} { r } { x _ { n } ^ { ( \alpha ) } : = \frac { 2 \pi n + \alpha } { 2 \Omega } } \end{array} \).
It is then simple to write down the Shannon sampling theorem for a bandlimited function \( \psi \):
\[ \begin{array} { l l } { { \displaystyle \psi ( x ) = ( x | \psi ) } } & { { \displaystyle ( \mathrm { A } 8 ) } } \\ { { \displaystyle ~ ~ ~ ~ ~ = \sum _ { n \in \mathbb { Z } } ( x | x _ { n } ^ { ( \alpha ) } ) ( x _ { n } ^ { ( \alpha ) } | \psi ) } } & { { \displaystyle ( \mathrm { A } 9 ) } } \\ { { \displaystyle ~ ~ ~ ~ ~ = \sum _ { n \in \mathbb { Z } } \mathrm { s i n c } \left[ ( x - x _ { n } ^ { ( \alpha ) } ) \Omega \right] \psi ( x _ { n } ^ { ( \alpha ) } ) . } } & { { \displaystyle ( \mathrm { A 1 0 } ) } } \end{array} \]
Therefore, we see that the function \( \psi \) is determined at any point \( x \in \mathbb { R } \) from its values on one of the lattices \( \{ x _ { n } ^ { ( \alpha ) } \} _ { n } . \).
Also, we obtain an overcomplete resolution of identity,
\[ \frac { \Omega } { \pi } \int _ { \mathbb { R } } d x \ | x ) ( x | = 1 \qquad \qquad \quad ( \mathrm { A 1 1 } ) \]
where \( \pi / \Omega \) is the density of degrees of freedom. We can use the resolution of identity for the continuum basis to show that the space of bandlimited functions has a reproducing kernel,
\[ ( x | \psi ) = \frac { \Omega } { \pi } \int d x ^ { \prime } \; ( x | x ^ { \prime } ) ( x ^ { \prime } | \psi ) \; \; \; \; \; \; \; \; \; \; \; ( \mathrm { A 1 2 } ) \]
\[ \psi ( x ) = \int d x \; K ( x , x ^ { \prime } ) \psi ( x ^ { \prime } ) , \; \; \; \; \; \; \; \; \; \; \; ( \mathrm { A 1 3 } ) \]
where \( K ( x , x ^ { \prime } ) : = ( \Omega / \pi ) ( x | x ^ { \prime } ) = ( \Omega / \pi ) \operatorname { s i n c } [ ( x - x ^ { \prime } ) \Omega ] \).
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3452150_4.pdf | en | # Presentation of Financial Information
This Annual Report on Form 10-K contains financial statements of McGraw-Hill Global Education Intermediate Holdings, LLC. On March 22, 2013, MHE Acquisition, LLC (“AcquisitionCo”), acquired all of the outstanding equity interests of certain subsidiaries of The McGraw-Hill Companies, Inc. (“MHC”) pursuant to the Purchase and Sale Agreement, dated as of November 26, 2012 and as amended on March 4, 2013 (collectively, the “Acquired Business”). As a result of this transaction, investment funds affiliated with Apollo Global Management, LLC (the "Sponsors") acquired 100% of AcquisitionCo. We refer to the purchase of the Acquired Business and the related financing transactions as the “Founding Acquisition.” Following the Founding Acquisition, MHC has been known as McGraw Hill Financial, Inc. See “Business -The Founding Acquisition” for further information on the Founding Acquisition and our resultant corporate structure.
# Use of Non-GAAP Financial Information
We have provided Adjusted Revenue, EBITDA and Adjusted EBITDA and the ratios related thereto in this Annual Report on Form 10-K because we believe they provide investors with additional information to measure our performance. We use Adjusted Revenue as a performance measure because full payment for digital and print solutions is normally collected close to the time of sale whereas revenue from multi-year deliverables is recognized ratably over the term of the customer contract. We believe that the presentation of Adjusted EBITDA is appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future as well as other items. Further, we believe Adjusted EBITDA provides a meaningful measure of operating profitability because we use it for evaluating our business performance and understanding certain significant items.
Adjusted Revenue, EBITDA and Adjusted EBITDA are not presentations made in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), and our use of terms, varies from others in our industry. Adjusted Revenue, EBITDA and Adjusted EBITDA should not be considered as alternatives to revenue, income from continuing operations, income from operations, or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance or cash flows as measures of liquidity. Adjusted Revenue, EBITDA and Adjusted EBITDA have important limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under U.S. GAAP. Further, EBITDA:
• excludes certain tax payments that may represent a reduction in cash available to us;
• does not reflect any cash capital expenditure requirements for assets being depreciated and amortized that may have to be replaced in the future;
• does not reflect changes in, or cash requirements for, our working capital needs; and
• does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness.
In addition, Adjusted EBITDA:
• includes estimated cost savings and operating synergies, including some adjustments not permitted under Article 11 of Regulation S-X;
• does not include one-time expenditures, including costs required to realize the synergies referred to above;
• reflects the net effect of converting deferred revenues (inclusive of deferred royalties) to a cash basis assuming the collection of all receivable balances;
• does not include management fees paid to entities and investment funds affiliated with Apollo Global Management, LLC, which will discontinue upon completion of this offering; and
• does not reflect the impact of earnings or charges resulting from matters that we and the lenders under our senior secured credit facilities may consider not to be indicative of our ongoing operations.
Our definition of Adjusted EBITDA allows us to add back certain non-cash and other charges or costs that are deducted in calculating net income from continuing operations. However, these are expenses that may recur, |
3452150_5.pdf | en | 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 expenses can represent the reduction of cash that could be used for other corporate purposes.
Because of these limitations, we rely primarily on our U.S. GAAP results and use Adjusted Revenue, EBITDA and Adjusted EBITDA only supplementally. See “Financial Information—Our Key Metrics.”
# Trademarks
This Annual Report on Form 10-K contains references to our trademarks and service marks. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or \( \mathbf { T N } \) symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. |
9258540_3.pdf | en | # INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
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></td><td>2,959,444</td><td>3,007,789</td></tr><tr><td>Investment properties</td><td></td><td>74</td><td>138</td></tr><tr><td>Rihfgt-o-use assets</td><td></td><td>208,098</td><td>208,808</td></tr><tr><td>Goodwill</td><td></td><td>18,302</td><td>18,302</td></tr><tr><td>Other intaniblge assets</td><td></td><td>403,450</td><td>362,933</td></tr><tr><td>Investments in associates</td><td></td><td>824,435</td><td>814,504</td></tr><tr><td>Investments in joint ventures</td><td></td><td>2,893,320</td><td>2,865,042</td></tr><tr><td>Financial assets at fair value throuhfig prot
or loss</td><td></td><td>622,302</td><td>386,035</td></tr><tr><td>Deferred tax assets</td><td></td><td>18,524</td><td>19,310</td></tr><tr><td>Other non-current assets</td><td></td><td>1,115,980</td><td>813,140</td></tr><tr><td>Total non-current assets</td><td></td><td>9,063,929</td><td>8,496,001</td></tr><tr><td>CURRENT ASSETS</td><td></td><td></td><td></td></tr><tr><td>Inventories</td><td></td><td>2,300,346</td><td>2,333,836</td></tr><tr><td>Trade receivables</td><td>11</td><td>1,144,344</td><td>913,808</td></tr><tr><td>Debt instruments at fair value throuhg other
comprehensive income</td><td>12</td><td>240,372</td><td>218,362</td></tr><tr><td>Amounts due from related parties</td><td></td><td>18,527</td><td>13,673</td></tr><tr><td>Prepayments, other receivables and
other assets</td><td></td><td>438,821</td><td>524,569</td></tr><tr><td>Financial assets at fair value throuhfig prot
or loss</td><td></td><td>41,454</td><td>12,853</td></tr><tr><td>Pledged deposits</td><td></td><td>555,910</td><td>371,826</td></tr><tr><td>Cash and cash equivalents</td><td></td><td>2,207,216</td><td>1,328,104</td></tr><tr><td>Total current assets</td><td></td><td>6,946,990</td><td>5,717,031</td></tr></table> |
9258540_4.pdf | en | <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>CURRENT LIABILITIES</td><td></td><td></td><td></td></tr><tr><td>Interest-bearing bank and other borrowings</td><td></td><td>2,963,955</td><td>1,968,555</td></tr><tr><td>Trade and bills payables</td><td>13</td><td>579,091</td><td>558,897</td></tr><tr><td>Amounts due to related parties</td><td></td><td>209,527</td><td>290,501</td></tr><tr><td>Other payables and accruals</td><td></td><td>756,912</td><td>351,425</td></tr><tr><td>Income tax payable</td><td></td><td>20,448</td><td>89,479</td></tr><tr><td>Total current liabilities</td><td></td><td>4,529,933</td><td>3,258,857</td></tr><tr><td>NET CURRENT ASSETS</td><td></td><td>2,417,057</td><td>2,458,174</td></tr><tr><td>TOTAL ASSETS LESS CURRENT
LIABILITIES</td><td></td><td>11,480,986</td><td>10,954,175</td></tr><tr><td>NON-CURRENT LIABILITIES</td><td></td><td></td><td></td></tr><tr><td>Interest-bearing bank and other borrowings</td><td></td><td>2,108,048</td><td>1,457,103</td></tr><tr><td>Convertible bonds</td><td></td><td>780,423</td><td>762,355</td></tr><tr><td>Deferred income</td><td></td><td>56,747</td><td>61,324</td></tr><tr><td>Deferred tax liabilities</td><td></td><td>5,016</td><td>8,606</td></tr><tr><td>Other non-current liabilities</td><td></td><td>269,203</td><td>254,506</td></tr><tr><td>Total non-current liabilities</td><td></td><td>3,219,437</td><td>2,543,894</td></tr><tr><td>Total liabilities</td><td></td><td>7,749,370</td><td>5,802,751</td></tr><tr><td>Net assets</td><td></td><td>8,261,549</td><td>8,410,281</td></tr><tr><td>EQUITY</td><td></td><td></td><td></td></tr><tr><td>Equity attributable to owners of the
parent</td><td></td><td></td><td></td></tr><tr><td>Share cailpta</td><td></td><td>1,292,825</td><td>1,292,601</td></tr><tr><td>Equity component of convertible bonds</td><td></td><td>203,543</td><td>205,642</td></tr><tr><td>Reserves</td><td></td><td>6,749,411</td><td>6,857,014</td></tr><tr><td></td><td></td><td>8,245,779</td><td>8,355,257</td></tr><tr><td>Non-controlling interests</td><td></td><td>15,770</td><td>55,024</td></tr><tr><td>Total equity</td><td></td><td>8,261,549</td><td>8,410,281</td></tr></table> |
20785950_427.pdf | en | # II Notes to the Financial Information—continued
(Expressed in thousands of Renminbi, unless otherwise stated)
# 3 SIGNIFICANT ACCOUNTING POLICIES—continued
# (v) Related parties—continued
(k) close family members of key management personnel of the Company’s parent;
(l) other enterprises that are controlled or jointly controlled by the principal individual investors, key management personnel of the Group, and close family members of such individuals; and
(m) a post-employment benefit plan for the benefit of employees of the Group, or of any entity that is a related party of the Group.
# (w) Segment reporting
Reportable segments are identified based on operating segments which are determined based on the structure of the Group’s internal organization, management requirements and internal reporting system. An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, whose financial performance are regularly reviewed by the Group’s management to make decisions about resource to be allocated to the segment and assess its performance, and for which financial information regarding financial position, financial performance and cash flows is available.
Two or more operating segments may be aggregated into a single operating segment if the segments have same or similar economic characteristics and are similar in respect of the nature of each products and service, the nature of production processes, the type or class of customers for the products and services, the methods used to distribute the products or provide the services, and the nature of the regulatory environment.
Inter-segment revenues are measured on the basis of actual transaction price for such transactions for segment reporting, and segment accounting policies are consistent with those for the consolidated financial statements.
# (x) Significant accounting estimates andj udgments
The preparation of Financial Information requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.
# (i) Impairment of available-for-sale financial assets and held-to-maturity investments
In determining whether there is any objective evidence that impairment has occurred on available-for-sale financial assets and held-to-maturity investments, we assess periodically whether there has been a significant or prolonged decline in the fair value of the investments below its cost or carrying amount, or whether other objective evidence of impairment exists based on the investee’s financial conditions and business prospects, |
20785950_428.pdf | en | # II Notes to the Financial Information—continued
(Expressed in thousands of Renminbi, unless otherwise stated)
# 3 SIGNIFICANT ACCOUNTING POLICIES—continued
# (x) Significant accounting estimates andj udgments—continued
# (i) Impairment of available-for-sale financial assets and held-to-maturity investments—continued
including industry outlook, technological changes as well as operating and financing cash flows. This requires a significant level of management judgment which would affect the amount of impairment losses.
# (ii) Fair value of financial instruments
There are no quoted prices from an active market for a number of financial instruments. The fair values for these financial instruments are established by using valuation techniques. These techniques include using recent arm’s length market transactions by referring to the current fair value of similar instruments, discounted cash flow analysis and option pricing models. The Group has established a work flow to ensure that the valuation techniques are constructed by qualified personnel and are validated and reviewed by independent personnel. Valuation techniques are certified and calibrated before implementation to ensure the valuation result reflects the actual market conditions. Valuation models established by the Group make maximum use of market input and rely as little as possible on the Group’s specific data. However, it should be noted that some input, such as credit and counterparty risk, and risk correlations require management’s estimates. The Group reviews the above estimations and assumptions periodically and makes adjustment if necessary.
# (iii) Classification of financial asset and liability
The Group’s accounting policies provide scope for assets and liabilities to be designated on inception into different accounting categories in certain circumstances:
Š In classifying financial assets or liabilities as “trading”, the Group has determined that it meets the definition of trading assets and liabilities set out in Note 3 (e)(i).
Š In designating financial assets or liabilities at fair value through profit or loss, the Group has determined that it has met one of the criteria for this designation set out in Note 3 (e)(i).
Š In classifying financial assets as held-to-maturity, the Group has determined that it has both the positive intent and ability to hold the assets until their maturity date as required by accounting policy set out in Note 3 (e)(i). In evaluating whether requirements to classify a financial asset as held-to-maturity are met, management makes significant judgments. Failure in correctly assessing the Group’s intent and ability to hold specific investments until maturity may result in reclassification of the whole portfolio as available-for-sale. |
11692691_159.pdf | en | frameworki t would followi n setting the countercyclical capital buffer, a macroprudential tool that would raise capital requirements when therei s an elevated risk of above normal lossesi n the U.S. financial system. Furthermore, the Basel Committee on Banking Supervision (the “Basel Committee”) has published several consultative papers regarding (i) the standardized approach to credit risk, (ii) a fundamental review of the trading book, (iii)i nterest rate riski n the banking book, and (iv) operational risk. Finally, the Basel Committee has publishedi ts final net stable funding ratio framework. The U.S. banking regulators are expected toi ncorporate all of these measuresi nto domestic regulation. The ultimatei mpact on the Company’s capital andl iquidity will depend on the final U.S. rulemakings andi mplementation process thereafter.
The Company is subject to significant financial and reputational risks from potential legal liability and governmental actions The Company faces significantl egal risksi ni ts business, and the volume of claims and amount of damages and penalties claimedi nl itigation and governmental proceedings againsti t and other financial institutions are increasing. Customers, clients and other counterparties have grown morel itigious and are making claims for substantial or indeterminate amounts of damages, while banking regulators and certain other governmental authorities, such as the U.S. Department of Justice, have demonstrated ani ncreasing focus on enforcement,i ncludingi n connection with alleged violations ofl aw and customer harm.I n addition, governmental authorities have begun to seek criminal penalties against companiesi n the financial services sector for regulatory violations and have begun to require an admission of wrongdoing from financial institutionsi n connection with settling such matters. Criminal convictions or admissions of wrongdoingi n a settlement with the government canl ead to greater exposurei n civil litigation and reputational harm.
As an example ofi ncreased risks arising froml itigation, the Company and otherl arge financial institutions have been sued over the past several yearsi n their capacity as trustee for residential mortgage–backed securities (“RMBS”) trusts. The plaintiffsi n these actions allege that the significantl osses they incurred asi nvestorsi n the RMBS trusts were caused by the trustees’ failure to enforcel oan repurchase obligations and to abide by appropriate standards of care after events of default allegedly occurred, while also arguing to broaden the trustees’ duties. Although the Company has deniedl iability and believesi t has meritorious defensesi n these cases, any finding ofl iability or new or enhanced dutiesi n one or more of these cases against the Company, or another financial institution, could resulti n a significant financial loss or require a modification to the Company’s business practices, which could negativelyi mpact the Company’s financial results.
Increasedl itigation costs, substantial legal liability or significant governmental action against the Company could materiallyi mpacti ts financial condition and results of operations or cause significant reputational harm to the Company, whichi n turn could adverselyi mpacti ts business prospects.
The Company faces increased regulatory and legal risk arising out of its mortgage lending and servicing businesses The Companyi s subject toi nvestigations, examinations andi nquiries by government agencies and bank regulators concerning mortgage-related practices,i ncluding those related to compliance with selling guidelines relating to residential homel oans sold to GSEs, foreclosure-related expenses submitted to the Federal Housing Administration or GSEs for reimbursement,l ender-placedi nsurance, and notices and filingsi n bankruptcy cases. The Companyi s cooperating fully with thesei nvestigations, examinations and inquiries, any of which couldl ead to administrative orl egal proceedings or settlements. Remediesi n such proceedings or settlements mayi nclude fines, penalties, restitution or alterations to the Company’s business practices, which could increase the Company’s operating expenses and decreasei ts revenue. Additionally, reputational damage arising from these or otheri nquiries andi ndustry-wide publicity could also have an adverse effect upon the Company’s existing mortgage business and could reduce future business opportunities.
In addition to governmental or regulatoryi nvestigations, the Company,l ike other companies with residential mortgage origination and servicing operations, faces the risk of class actions and otherl itigation arising out of these operations.
The Company may be required to repurchase mortgage loans or indemnify mortgage loan purchasers as a result of breaches in contractual representations and warranties When the Company sells mortgagel oans thati t has originated to various parties,i ncluding GSEs,i ti s required to make customary representations and warranties to the purchaser about the mortgagel oans and the manneri n which they were originated. The Company may be required to repurchase mortgagel oans or be subject toi ndemnification claimsi n the event of a breach of contractual representations or warranties thati s not remedied within a certain period. Contracts for residential mortgagel oan sales to the GSEs include various types of specific remedies and penalties that could be applied toi nadequate responses to repurchase requests.I f economic conditions and the housing market deteriorate or the GSEsi ncrease their claims of breached representations and warranties, the Company could have increased repurchase obligations andi ncreasedl oss severity on repurchases, requiring material increases toi ts repurchase reserve.
The Company is exposed to risk of environmental liability when it takes title to properties In the course of the Company’s business, the Company may foreclose on and |
11692691_160.pdf | en | take title to real estate. As a result, the Company could be subject to environmental liabilities with respect to these properties. The Company may be heldl iable to a governmental entity or to third parties for property damage, personal injury,i nvestigation and clean-up costsi ncurred by these partiesi n connection with environmental contamination or may be required toi nvestigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated withi nvestigation or remediation activities could be substantial.I n addition,i f the Companyi s the owner or former owner of a contaminated site,i t may be subject to commonl aw claims by third parties based on damages and costs resulting from environmental contamination emanating from the property.I f the Company becomes subject to significant environmental liabilities,i ts financial condition and results of operations could be adversely affected.
# ECONOMIC AND MARKET CONDITIONS RISK
Deterioration in business and economic conditions could adversely affect the financial services industry, and a reversal or slowing of the current economic recovery could adversely affect the Company’s lending business and the value of loans and debt securities it holds The Company’s business activities and earnings are affected by general business conditionsi n the United States and abroad,i ncluding factors such as thel evel and volatility of short-term andl ong-termi nterest rates,i nflation, home prices, unemployment and under-employmentl evels, bankruptcies, householdi ncome, consumer spending, fluctuationsi n both debt and equity capital markets,l iquidity of the global financial markets, the availability and cost of capital and credit,i nvestor sentiment and confidencei n the financial markets, and the strength of the domestic and global economiesi n which the Company operates. The deterioration of any of these conditions can adversely affect the Company’s consumer and commercial businesses and securities portfolios,i tsl evel of charge-offs and provision for creditl osses,i ts capital levels andl iquidity, andi ts results of operations.
Given the high percentage of the Company’s assets represented directly ori ndirectly byl oans, and thei mportance ofl ending toi ts overall business, weak economic conditions arel ikely to have a negativei mpact on the Company’s business and results of operations. A reversal or slowing of the current economic recovery or another severe contraction could adverselyi mpactl oan utilization rates as well as delinquencies, defaults and customer ability to meet obligations under thel oans. The value to the Company of other assets such asi nvestment securities, most of which are debt securities or other financial instruments supported by loans, similarly would be negativelyi mpacted by widespread decreasesi n credit quality resulting from a weakening of the economy. Downward valuation of debt securities could also negativelyi mpact the Company’s capital position.
Stressi n the commercial real estate markets, or a downturn in the residential real estate markets, could cause creditl osses and deteriorationi n asset values for the Company and other financial institutions. A downturni n used auto prices fromi ts currentl evels could resulti ni ncreased creditl osses and impairment of residual lease values for the Company. Additionally, the current environment of heightened scrutiny of financial institutions, as well as a continued focus on the pace and sustainability of the economic recovery, has resultedi n increased public awareness of and sensitivity to banking fees and practices.
Any further deteriorationi n global economic conditions, including those related to recent disruptionsi n Europe and China, could slow the recovery of the domestic economy or negativelyi mpact the Company’s borrowers or other counterparties that have direct ori ndirect exposure to these regions. Such global disruptions can underminei nvestor confidence, cause a contraction of available credit, or create market volatility, any of which could have significant adverse effects on the Company’s businesses, results of operations, financial condition andl iquidity, eveni f the Company’s direct exposure to the affected regioni sl imited. The continued depression of commodity prices,i nclusive of energy prices, for an extended period of time, as well as other negative domestic market developments, may erode consumer confidencel evels and cause adverse changesi n payment patterns,l eading toi ncreasesi n delinquencies and default ratesi n certaini ndustries, or regions. Such developments couldi ncrease the Company’sl oan charge-offs and provision for creditl osses. Any future economic deterioration that affects household or corporatei ncomes and the continuing concern regarding the possibility of a return to recessionary conditions could also resulti n reduced demand for credit or fee-based products and services.
Improvements in economic indicators disproportionately affecting the financial services industry may lag improvements in the general economy Should the moderate recovery of the United States economy continue, thei mprovement of certain economici ndicators, such as real estate asset values, may nevertheless continue tol ag behind the overall economy, which can affect certain industries, such as real estate and financial services, more significantly. Should real estate asset values fail to recover for an extended period of time, the Company could be adversely affected.
Changes in interest rates could reduce the Company’s net interest income The Company’s earnings are dependent to al arge degree on neti nteresti ncome, whichi s |
11765877_4.pdf | en | under a normal load condition. A calibrated strain gauge was instrumented to measure the friction force (in the sliding direction) between the head and the disk interface. The frictional force at an interface is written as, \( F = \mu L + F _ { A } \), where F is the total friction at the interface,\( \mu \) the non-dimensional coefficient of friction, L the applied normal load, and \( F _ { A } \) the adhesion component of friction.40–42 Figure 4 shows the delta friction force as a function of normal load when applied -1 \( V \) and +1 V on the head overcoat. Here, we have subtracted the friction contribution at low load (=1.25 mN) from all other load conditions to measure delta friction force. Dashed line is the linear fit with slope being the coefficient of friction. For positive voltage cycle on head, the friction coefficient is 0.4 in comparison to 0.2 for negative voltage cycle on the head. This further demonstrates the importance of the electrochemical activity on the carbon overcoat during sliding is determining the friction properties and long term durability of the overcoat.
Figure 4. Frictional properties under an applied voltage: Shows the delta friction force as a function of normal load under a repetitive cycle of applied +1 V and -1 V on head. Dashed line is the linear fit with slope being the friction coefficient.
# Chemical marking of contact location
As a practical application of surface passivation, it was used to chemically mark the disk overcoat surface. Intentional contacts at two distinct tracks (radius 21 \( ^ { \prime \prime } \) m and 23 \( ^ { \circ } \) m on disk) were made for 3 seconds under a normal load of 3.75 mN at the head disk interface. The head is held at -1 V with respect to the disk. Figure 5b shows the decay in the interfacial current with the same head at two distinct tracks. Once the head passivates the first track on disk, the initial current on the new track is similar to the initial current of the previously passivated track. This further shows that for negative head voltages, the surface passivation dominated the electrochemical activity on the disk leaving the head in pristine condition. We used the same head to scan probe the electrical conductivity of the complete disk. Figure 5c shows the interfacial current as probed by the same head at different tracks. The electrical current on the passivated track is found to be significantly lower than the untreated area of the disk surface. We believe that this surface passivation of the carbon overcoat can have significant applications for high speed lithography. It is worth mentioning that recently AFM has been used to perform similar surface passivation of graphitic surfaces but AFM operates at typically six orders of magnitude slower sliding speed.43 Chemical analysis of the oxide formed on carbon overcoat is still missing and requires more work.
# Discussion
In summary, we have outlined a quantitative analysis of voltage assisted nanoscale electrochemical wear on carbon overcoat at high sliding speed interfaces. At high sliding speeds, in-situ measurements were performed of the interfacial current and the associated wear amount due to the electrochemical process. In addition, the effect of electrochemical activity on the interface is further quantified by measuring the friction force and the friction coefficient. It is found that the voltage assisted electrochemical activity greatly influences the interfacial wear and frictional properties. Positive voltage applied to the head leads to high |
11765877_5.pdf | en | Figure 5. Chemical marking of contact location: (a) Cartoon of disk depicting the intentional contact at two location, Radius =21 mm and 23 mm. (b) Marking: dots represent the passivation of carbon overcoat at two locations. (c) Detection: shows the interfacial current as probed by the same head at different tracks.
wear on the head overcoat but no head overcoat wear was observed for negative applied voltage. As a useful application, we exploited the electrochemical passivation to mark the head-disk contact regions on the disk. The contact regions can be clearly identified by the associated conductivity variations of the surface. We believe that the observed voltage assisted asymmetric nanoscale wear will lead to additional experimental and simulation work, and will help to understand precisely the chemical origin of the involved process.
Our results are expected to have strong impact on fundamentally improving the carbon overcoat for various applications. The effect of interfacial voltage on the sliding interface is expected to be of great importance for understanding and improving the wear properties in nanoscale devices.
# Methods
# Sample preparation
Disk: the rotating disk is a commercial 2.5” CoCrPt:oxide based hard disk media fabricated onto a glass substrate. Outermost thin film layer of hard disk media consist of 3 nm amorphous nitrogenated carbon overcoat coated with a molecular layer of perfluoropolyether polymer lubricant (∼ 1 nm thick).
Head: the head is a commercially available with read and write elements fabricated on a ceramic substrate. Similar to the disk, the head is also coated with a carbon overcoat with 1.4 nm diamond like carbon on top of a 0.3 nm Silicon based adhesive layer. The head surface is carefully etched (known as air bearing surface (ABS)) such that while flying on top of the disk an air lift force is generated that keeps it afloat in the nanometer distance over the disk.
# Contact detection between the head and disk
Contact between the head and disk is monitored using a piezo-electric based acoustic emission (AE) sensor of the type PICO -200-750 \( - r \mapsto \cdot \) z. It detects elastic propagating waves generated during the head-disk contact events.34 Figure 6 shows a typical contact detection between the head and the disk. Vertical clearance between the head and disk is set using the embedded micro-heater inside the head. For protruding head making a contact with disk, AE signal increases sharply compare to non-contact condition.
# Interfacial current and friction measurements
Electrical measurement: In all interfacial measurement, the head-disk interface is first voltage biased then the contact is made using the micro-heater. The voltage bias is done using a HP 3314A source and the corresponding interfacial current is measured using Agilent 4155C. Interfacial current measurement are done under a positive normal load condition.
Friction measurement: Contact friction force is measured using a calibrated strain gauge mounted at the end of the suspension. The strain gauge signal is measured and amplified using a Vishay 2311 signal conditioning amplifier. |
20739465_97.pdf | en | # 1 Executive summary
PKM has commissioned Austar Gas Pty ltd to provide a resource estimate for its interest in the Prisma Kampung Minyak (KM) asset in Indonesia. The evaluation was performed in February 2017 using the updated field production data until 31st December 2016 and technical information provided by PKM.
On 15th July 2011, a 15-year production enhancement contract (KM KSO contract) was signed for KM field in Indonesia between Pertamina and Prisma Kampung Minyak companies. Kampung Minyak was later acquired by PKM and thus PKM is entitled to receive 25% of any extra oil production above the baseline oil forecast after cost recovery.
KM Oilfield was discovered in 1896 and has a producing area of 45 square kilometres. The field is located approximately 200 km south of Palembang City in South Sumatra Island, Indonesia. There are nearly 330 vertical wells in this area and 30 wells online in 2016 with oil production. During the development, operators have tried technologies such as water reinjection and hydraulic fracturing to advance field production. However, despite success from some of the water injection trials, oil production remained in a low level due to lack of proper understanding of reservoirs and inconsistency in water injection. PKM has started a work program since the start of its contract to enhance oil production by drilling new injectors/producers and recompletion (water shut-off, artificial lift design) of key old producers.
Detailed Geophysical and petrophysical studies on the existing seismic data and log correlations over KM field has divided the KM field into 9 separate blocks from north west to south east. The entire KM field appears to be affected by faulting and has a limited reservoir continuity between the blocks.
There are two main geological formations present in the KM field, the Muara Enim Formation and the Air Benakat Formations. KM has an original estimate of approximately 65.92 million barrels of original oil in place (OOIP) which are mainly located in Muara Enim Formation (named as STC to S7 layers) with a depth range from 90m to about 470m. Reservoir layers in Muara Enim Formation are channel sand bodies belong to water delta and generally have good thickness and reservoir properties. Muara Enim Formation contains layers with varying thickness (up to 12m) and has an average porosity of 28% with permeability ranging from 50 to 120md. Air Benakat Formation consists of deeper formations (S8 to S13) with poor reservoir properties. Among those, layer S8 has been productive with some production history and it has been included to the main package for the contingent resource estimate. Productivity and reservoir characteristic of layers S9-S13 are yet to be confirmed through further production testing and technology trials.
API gravity is ranging from 35 to 45 which suggests that KM oil is a good quality. A constant formation volume factor of 1.15 was used for all zones as reported by PKM. There is also very small amount of gas produced which is not normally measured by the company. The average porosity in Muara Enim Formation ranging from 31% in STC to 24% in S7 and is equal to 16% in S8-S13. Initial water saturation was derived by client as 35% in STC-S7 and 40-45% in S8-S13 which are considered reasonable. Due to shortage of time, Austar Gas has used the information from the top structure |
20739465_98.pdf | en | and the net pay maps provided by PKM but it has adjusted the net pay in S1-S7 using the correction factors suggested in the previous independent reserves review report from 2015.
KM field is a mature field with \~330 wells drilled at dense spacing (10 to 30 acres depends on the zone/block) with cumulative production over 12 million barrels (\~18.5% of OOIP). However, lack of consistent reservoir management during the water injection trials and issues regarding artificial
lifting in some of the blocks has lowered the production performance at KM. Since 2011, PKM has brought online nine new wells and carried out over 30 workovers (mainly re-perforation or pump replacement in existing producers) that in most cases resulted in production gains. As of 31 December 2016, there were 30 existing oil producers in KM field.
The proposed development plan for KM field by Austar Gas is based on the information provided by PKM and the cost assumptions provided in the previous reserves estimate in 2015. The proposed development plan includes workover of existing wells and drilling new producing and water injection wells at KM filed. Austar Gas suggests that PKM should also consider other technologies such as radial drilling/ jetting, hydraulic fracturing, liquid Nitrogen injection and propellant stimulation trials to unlock the potential from Muara Enim and the Air Benakat Formations.
Well costs including completion and connection to surface facilities are approximately US\$400,000/- for new wells and US\$80,000/- for recompletion of existing wells. For the base case (2C) the proposed program requires drilling of 4 new producers and recompletion of 30 existing producers. For 1C the program requires drilling of 3 new wells, 31 recompletions of existing wells and 2 injectors and for 3C it requires drilling of 12 wells, recompletion of 75 existing wells and 40 water injection wells. As of 31 December 2016, there were 30 wells producing with oil production. Figure 1 shows a summary of field deliverability outputs which was resulted for KM field oil production forecast from 2017 to 2035.
Figure 1. KM oilfield deliverability forecast for 1C, 2C & 3C production outlook |
3462140_71.pdf | en | significant judgment, an unrealized loss in the fair value of a debt security is generally deemed to be temporary when the fair value of the security is below the carrying value primarily due to changes in interest rates, there has not been significant deterioration in the financial condition of the issuer, and it is not more likely than not that the Company will be required to, nor does it have the intent to sell the security before the anticipated recovery of its remaining carrying value. If any of these criteria is not met, the impairment is split into two components as follows: 1) otherthantemporary impairment related to credit loss, which must be recognized in the income statement and 2) otherthantemporary impairment related to other factors, which is recognized in other comprehensive income (loss). The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. For debt securities with otherthan-temporary impairment, the previous amortized cost basis less the otherthantemporary impairment recognized in earnings shall be the new amortized cost basis of the security. In subsequent periods, the Company accretes into interest income the difference between the new amortized cost basis and cash flows expected to be collected prospectively over the life of the debt security. Continued deterioration of market conditions could result in additional impairment losses recognized within the investment portfolio.
Other factors that may be considered in determining whether a decline in the value of either a debt or an equity security is “otherthantemporary” include ratings by recognized rating agencies; actions of commercial banks or other lenders relative to the continued extension of credit facilities to the issuer of the security; the financial condition, capital strength and nearterm prospects of the issuer and recommendations of investment advisors or market analysts.
# Loans Held for Sale
Mortgage loans held for sale are carried at the lower of amortized cost or fair value. Any loan that management does not have the intent and ability to hold for the foreseeable future or until maturity or payoff is classified as held for sale at the time of origination, purchase or securitization, or when such decision is made. Unrealized losses on such loans are recorded as a valuation allowance and included in income.
# Loans Receivable and Loan Commitments
Loans receivable include loans originated by the Bank as well as loans acquired in business combinations. Loans acquired in a business combination are designated as “purchased” loans. These loans are recorded at their fair value at acquisition date, factoring in credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for loan losses is not carried over or recorded as of the acquisition date.
Loans purchased with evidence of credit deterioration since origination for which it is probable that all contractually required payments will not be collected are accounted for under FASB ASC 31030, Loans and Debt Securities Acquired with Deteriorated Credit Quality. These loans are identified as purchased credit impaired ("PCI") loans. In situations where such loans have similar risk characteristics, loans may be aggregated into pools to estimate cash flows. A pool is accounted for as a single asset with a single interest rate, cumulative loss rate and cash flow expectation. Expected cash flows at the acquisition date in excess of the fair value of loans are considered to be accretable yield, which is recognized as interest income over the life of the loan or pool using a level yield method if the timing and amount of the future cash flows of the loan or pool is reasonably estimable.
The cash flows expected over the life of the PCI loan or pool are estimated quarterly using an external cash flow model that projects cash flows and calculates the carrying values of the loans or pools, book yields, effective interest income and impairment, if any, based on loan or pool level events. Assumptions as to default rates, loss severity and prepayment speeds are utilized to calculate the expected cash flows. To the extent actual or projected cash flows are less than previously estimated, additional provisions for loan losses on the purchased loan portfolios will be recognized immediately into earnings. To the extent actual or projected cash flows are more than previously estimated, the increase in cash flows is recognized immediately as a recapture of provision for loan losses up to the amount of any provision previously recognized for that loan or pool, if any, then prospectively recognized in interest income as a yield adjustment. Any disposals of a loan in a pool, including sale of a loan, payment in full or foreclosure results in the removal of the loan from the loan pool at the carrying amount.
Loans accounted for under FASB ASC 31030 are generally considered accruing and performing loans as the loans accrete interest income over the estimated life of the loan when cash flows are reasonably estimable. Accordingly, PCI loans that are contractually past due are still considered to be accruing and performing loans. If the timing and amount of cash flows is not reasonably estimable, the loans may be classified as nonaccrual loans and interest income may be recognized on a cash basis or all cash payments may be accounted for a as a reduction of the principal amount outstanding.
Loans purchased that are not accounted for under FASB ASC 31030 are accounted for under FASB ASC 31020, Receivables—Nonrefundable fees and Other Costs. These loans are identified as nonPCI loans, and are initially recorded at their fair value, which is estimated using an external cash flow model and assumptions similar to the FASB ASC 31030 loans. The difference between the estimated fair value and the unpaid principal balance at |
3462140_72.pdf | en | acquisition date is recognized as interest income over the life of the loan using an effective interest method for nonrevolving credits or a straightline method, which approximates the effective interest method, for revolving credits. Any unrecognized discount for a loan that is subsequently repaid in full will be recognized immediately into income.
Loans are generally recorded at the unpaid principal balance, net of premiums, unearned discounts and net deferred loan origination fees and costs. The premiums and unearned discounts may include values determined in purchase accounting. Interest on loans is calculated using the simple interest method based on the daily balance of the principal amount outstanding and is credited to income as earned. Loans are considered past due or delinquent when principal or interest payments are past due 30 days or more.
# Covered Loans:
Purchased loans subject to FDIC sharedloss agreements were historically identified as “covered” on the Consolidated Financial Statements. The FDIC sharedloss agreements were terminated during the year ended December 31, 2015 and as such the covered designation was removed. For further information see Note (5) FDIC Indemnification Asset. The covered loans included the majority of loans from the Company's acquisition of Cowlitz Bank and certain loans from the Washington Banking Merger, which included loans from Washington Banking Company's acquisitions of City Bank and North County Bank. The same accounting principles that apply to loans receivable applied to covered loans receivable, with the added benefit of sharedloss agreements.
# Delinquent Loans:
Delinquencies in the commercial business loan portfolio are handled by the assigned loan officer. Loan officers are responsible for collecting loans they originate or which are assigned to them. The Bank sends a borrower a delinquency notice 15 days after the due date when the borrower fails to make a required payment on a loan. If the delinquency is not brought current, additional delinquency notices are mailed at 30 and 45 days for commercial loans. Additional written and oral contacts are made with the borrower between 60 and 90 days after the due date.
If a real estate loan payment is past due for 45 days or more, the collection manager may perform a review of the condition of the property. Depending on the nature of the loan and the type of collateral securing the loan, the Bank may negotiate and accept a modified payment program with the borrower, accept a voluntary deed in lieu of foreclosure or, when considered necessary, begin foreclosure proceedings. If foreclosed on, real property is generally sold at a public sale and the Bank may bid on the property to protect its interest. A decision as to whether and when to begin foreclosure proceedings is based on such factors as the amount of the outstanding loan relative to the value of the property securing the original indebtedness, the extent of the delinquency, and the borrower’s ability and willingness to cooperate in resolving the delinquency.
# Nonaccrual Loans:
The Company's policies for placing loans on nonaccrual status, recording payments received on nonaccrual loans, resuming accrual of interest, determining past due or delinquency status and charging off uncollectible loans generally do not differ by loan segments or classes.
Loans on which the accrual of interest has been discontinued are designated as nonaccrual loans. Delinquent loans may remain on accrual status between 30 days and 89 days past due. The accrual of interest is generally discontinued at the time the loan is 90 days delinquent unless the credit is well secured and in the process of collection. Loans are placed on nonaccrual at an earlier date if collection of the contractual principal or interest is doubtful. All interest accrued but not collected on loans deemed nonaccrual during the period is reversed against interest income in that period. The interest payments received on nonaccrual loans are generally accounted for on the costrecovery method whereby the interest payment is applied to the principal balances. Loans may be returned to accrual status when improvements in credit quality eliminate the doubt as to the full collectability of both interest and principal and a period of sustained performance has occurred. Substantially all loans that are nonaccrual are also considered impaired. Income recognition on impaired loans conforms to that used on nonaccrual loans.
Loans are generally chargedoff if collection of the contractual principal or interest as scheduled in the loan agreement is doubtful. Credit card loans and other consumer loans are typically chargedoff no later than 180 days past due. |
2896015_146.pdf | en | Changes in any of the above factors could significantly impact operating expenses in the consolidated statements of operations and other comprehensive income (loss) in the consolidated statements of comprehensive income as well as the value of the liability and accumulated other comprehensive loss of stockholders’ equity on our consolidated balance sheets. The expected return on plan assets is reflected as a reduction to our pension and post-retirement benefit expense. If our assumed expected rates of return for 2017 were 100 basis points lower, our qualified pension and post-retirement benefit expenses for 2017 would have increased by \$103 million. If our assumed discount rates for 2017 were 100 basis points lower, our qualified pension and post-retirement benefit expenses for 2017 would have increased by \$63 million and our projected benefit obligation for 2017 would have increased by approximately \$1.780 billion.
# Loss Contingencies and Litigation Reserves
We are involved in several material legal proceedings, as described in more detail in Note 16—Commitments and Contingencies to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2017. We periodically assess potential losses in relation to these and other pending or threatened tax and legal matters. For matters not related to income taxes, if a loss is considered probable and the amount can be reasonably estimated, we recognize an expense for the estimated loss. To the extent these estimates are more or less than the actual liability resulting from the resolution of these matters, our earnings will be increased or decreased accordingly. If the differences are material, our consolidated financial statements could be materially impacted.
For matters related to income taxes, if we determine in ourj udgment that the impact of an uncertain tax position is more likely than not to be sustained upon audit by the relevant taxing authority, then we recognize in our financial statements a benefit for the largest amount that is more likely than not to be sustained. No portion of an uncertain tax position will be recognized if we determine in ourj udgment that the position has less than a 50% likelihood of being sustained. Though the validity of any tax position is a matter of tax law, the body of statutory, regulatory and interpretive guidance on the application of the law is complex and often ambiguous. Because of this, whether a tax position will ultimately be sustained may be uncertain.
# Connect America Fund
In 2015, we accepted CAF funding from the FCC of approximately \$500 million per year for six years to fund the deployment of voice and broadband capable infrastructure for approximately 1.2 million rural households and businesses (living units) in 33 states under the CAF Phase 2 high-cost support program. This program provides a monthly high-cost subsidy similar to the support provided by the FCC’s previous cost reimbursement programs. Although we believe that there is no specific authoritative U.S. GAAP guidance for the treatment of government assistance, we identified three acceptable methods to account for these funds: (1) recognize revenue when entitled to receive cash, (2) defer cash received until the living units are enabled to receive the service at the FCC specified level, or (3) record the cash received as contra capital. After assessing these alternatives, we have determined that we will recognize CAF Phase 2 funds each month as revenue when we are entitled to receive the cash less a deferred amount. The amount of revenue deferred in 2017 was approximately \$94 million. We believe our recognition methodology is consistent with other companies in our industry in the United States, but may not necessarily be consistent with companies outside the United States that receive similar government funding, and we cannot provide assurances to this effect.
In computing the amount of revenue to recognize, we assume that we will not be able to economically enable 100% of the required living units in every state with voice and broadband capabilities under the CAF Phase 2 program. We defer recognition of the funds related to potential living units that we estimate we will not enable until we can with reasonable assurance determine that we can fully meet the enablement targets. As disclosed elsewhere herein, in some limited instances, a portion of the funds must be returned if enablement targets are not attained. Based on estimated enablement, a hypothetical 1% decrease in our estimate of living units we will not enable with voice and broadband capabilities under the CAF Phase 2 program would have |
2896015_147.pdf | en | increased our revenue by \$7 million in 2017, and a 1% increase would have decreased our revenue by\$29 million in 2017.
For additional information about the CAF Phase 2 support program, see “Business—Regulations” in Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2017.
# Income Taxes
Our provision for income taxes includes amounts for tax consequences deferred to future periods. We record deferred income tax assets and liabilities reflecting future tax consequences attributable to tax credit carryforwards, differences between the financial statement carrying value of assets and liabilities and the tax bases of those assets and liabilities and tax net operating loss carryforwards, or NOLs. Deferred taxes are computed using enacted tax rates expected to apply in the year in which the differences are expected to affect taxable income. The effect on deferred income tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date.
The measurement of deferred taxes often involves the exercise of considerablej udgment related to the realization of tax basis. Our deferred tax assets and liabilities reflect our assessment that tax positions taken in filed tax returns and the resulting tax basis are more likely than not to be sustained if they are audited by taxing authorities. Assessing tax rates that we expect to apply and determining the years when the temporary differences are expected to affect taxable income requiresj udgment about the future apportionment of our income among the states in which we operate. Any changes in our practices orj udgments involved in the measurement of deferred tax assets and liabilities could materially impact our financial condition or results of operations.
In connection with recording deferred income tax assets and liabilities, we establish valuation allowances when necessary to reduce deferred income tax assets to amounts that we believe are more likely than not to be realized. We evaluate our deferred tax assets quarterly to determine whether adjustments to our valuation allowance are appropriate in light of changes in facts or circumstances, such as changes in tax law, interactions with taxing authorities and developments in case law. In making this evaluation, we rely on our recent history of pre-tax earnings. We also rely on our forecasts of future earnings and the nature and timing of future deductions and benefits represented by the deferred tax assets, all which involve the exercise of significantj udgment. At December 31, 2017, we established a valuation allowance of \$1.341 billion primarily related to foreign and state NOLs that we acquired from Level 3, as it is more likely than not that these NOLs will expire unused. If forecasts of future earnings and the nature and estimated timing of future deductions and benefits change in the future, we may determine that a valuation allowance for certain deferred tax assets is appropriate, which could materially impact our financial condition or results of operations. See Note 13—Income Taxes to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2017 for additional information.
# LIQUIDITY AND CAPITAL RESOURCES
# Overview of Sources and Uses of Cash
We are a holding company that is dependent on the capital resources of our subsidiaries to satisfy our parent company liquidity requirements. Several of our significant operating subsidiaries have borrowed funds either on a standalone basis or as part of a separate restricted group with certain of its subsidiaries or affiliates. The terms of the instruments governing the indebtedness of these borrowers or borrowing groups may restrict our ability to access their accumulated cash. In addition, our ability to access the liquidity of these and other subsidiaries may be limited by tax and legal considerations and other factors.
At December 31, 2017, we held cash and cash equivalents of \$551 million and we had \$1.595 billion of borrowing capacity available under the then existing terms of our revolving credit facility. We had approximately |
20754268_388.pdf | en | # 2. Intellectual property rights of our Group
# (a) Trademarks
(i) As of the Latest Practicable Date, our Group had registered the following trademarks in the PRC:
<table><tr><td>Name of owner</td><td> Trademark</td><td> Class</td><td> Reg. No.</td><td> Goods/services</td><td> Validity Period
(dd/mm/yy)</td></tr><tr><td>(Liaoning Zhongwang
Group Co., Ltd.)</td><td></td><td>6</td><td>1466995</td><td>,
(Aluminum profile, metal
lath)</td><td>From 28/10/2000
to 27/10/2010</td></tr><tr><td>(Liaoning Zhongwang
Group Co., Ltd.)</td><td></td><td>17</td><td>1556043</td><td>( ) ,
(Synthetic resin (semi-
finished product), water-
proof packaging)</td><td>From 21/4/2001
to 20/4/2011</td></tr><tr><td>(Liaoning Zhongwang
Group Co., Ltd.)</td><td></td><td>17</td><td>1612093</td><td>(Plastic pipe plank rod
strip)</td><td>From 7/8/2001
to 6/8/2011</td></tr><tr><td>(Liaoning Zhongwang
Group Co., Ltd.)</td><td></td><td>6</td><td>1458965</td><td>,
(Aluminum profile, metal
lath)</td><td>From 14/10/2000
to 13/10/2010</td></tr><tr><td>(Liaoning Zhongwang
Group Co., Ltd.)</td><td></td><td>6</td><td>1798108</td><td>(Copper profile)</td><td>From 28/6/2002
to 27/6/2012</td></tr><tr><td>(Liaoning Zhongwang
Group Co., Ltd.)</td><td></td><td>19</td><td>1927715</td><td>;
( )
(Non-metallic construction
materials; plastic profile
(construction use))</td><td>From 21/11/2004
to 20/11/2014</td></tr><tr><td>(Liaoning Zhongwang
Group Co., Ltd.)</td><td></td><td>16</td><td>4278639</td><td>; ; ;
; ;
; ;
;
(Paper; drawing paper;
toilet paper; ink; printed
materials; stapler;
document folder; stamp
pad; steel pen)</td><td>From 21/10/2007
to 20/10/2017</td></tr></table> |
20754268_389.pdf | en | <table><tr><td>Name of owner</td><td> Trademark</td><td> Class</td><td> Reg. No.</td><td> Goods/services</td><td> Validity Period
(dd/mm/yy)</td></tr><tr><td>(Liaoning Zhongwang
Group Co., Ltd.)</td><td></td><td>19</td><td>4278640</td><td>; ;
; ; ;
;
; ;
;
( )
(Wood; concrete; plaster
board; cement; brick;
concrete construction
components; tarmac;
non-metallic door;
construction glass; paint
layer (building materials))</td><td>From 21/10/2007
to 20/10/2017</td></tr><tr><td>(Liaoning Zhongwang
Group Co., Ltd.)</td><td></td><td>32</td><td>4278632</td><td>; ;
;
( ) ; ;
( ) ;
;
( );
;
(Beer; non-alcoholic fruit
beverages; mineral
water; peanut milk (soft
drinks); cola; purified
water (beverages); bean
beverages; yogurt
beverage products (fruit
product, non-dairy);
plant beverages;
beverage flavorings)</td><td>From 28/2/2007
to 27/2/2017</td></tr><tr><td>(Liaoning Zhongwang
Group Co., Ltd.)</td><td></td><td>6</td><td>872377</td><td>(Aluminum alloy profile)</td><td>From 21/9/1996
to 20/9/2006
extended period:
21/9/2006 to
20/9/2016</td></tr></table> |
3453965_93.pdf | en | # Interest expense
Interest expense increased \$4.6 million, or 8.8%, to \$57.4 million for the year ended December 31, 2014 from\$52.8 million for the year ended December 31, 2013. The increase in interest expense was primarily the result of a net increase in debt to \$1,295 million as of December 31, 2014 from \$1,280 million as of December 31, 2013, which included a full year of interest expense related to the \$352 million in new financings entered into during 2013 and the addition of \$123 million in new financings during 2014, which was offset by \$115 million in debt extinguishments primarily in the fourth quarter of 2014 and a decrease in our weighted average interest rate from 4.7% in 2013 to 4.0% in 2014.
# Loss on extinguishment of debt
Loss on extinguishment of debt increased to \$1.7 million for the year ended December 31, 2014. This was primarily the result of the prepayment penalties and other costs associated with the repayment of mortgage loans during the year.
# Equity in earnings (loss), (impairment) of investment and gain on consolidation of unconsolidated entity, net
Equity in earnings (loss) of investment in unconsolidated entities increased \$4.2 million for the year ended December 31, 2014 from a loss of \$0.03 million for the year ended December 31, 2013. During the year ended December 31, 2014, the Company bought out its partner’s interest in an unconsolidated entity that owned one hotel property, and began consolidating the operating results of the hotel resulting in a gain of \$4.5 million upon consolidation of the related assets and liabilities, which was offset by \$0.3 million representing the Company’s share of equity in losses prior to the buyout of the remaining partner’s interest. The respective hotel property was later sold as part of the Suburban Select Service Portfolio in November 2014. During the year ended December 31, 2013, the Company recognized an other than temporary impairment in its equity investment of\$1.0 million.
# Income tax expense
Income tax expense increased \$2.2 million to \$5.9 million for the year ended December 31, 2014 from\$3.6 million for the year ended December 31, 2013. The increase was mainly due to one-time tax expenses related to organizational re-structuring of our TRS leases.
# Net income (loss) from discontinued operations
Net income (loss) from discontinued operations increased by \$80.7 million to income of \$75.1 million for the year ended December 31, 2014 from a loss of \$5.6 million for the year ended December 31, 2013. During the year ended December 31, 2014 and 2013, there were 52 properties reflected in discontinued operations. Effective January 1, 2014, we elected to early adopt ASU 2014-08. Under the new guidance, only disposals representing a strategic shift that had (or will have) a major effect on the entity’s results and operations would qualify as discontinued operations. On September 17, 2014, InvenTrust entered into a definitive asset purchase agreement to sell the Suburban Select Service Portfolio, which was sold on November 17, 2014. Prior to the sale transaction, we oversaw the Suburban Select Service Portfolio. We believe this sale represented a strategic shift away from suburban select service hotels that had a major effect on our results and operations, and qualified as discontinued operations under ASU No. 2014-08. The operations of these hotels are reflected as discontinued operations on the combined consolidated statements of operations and comprehensive income for the years ended December 31, 2014 and 2013, which resulted in net income of \$75.1 million, including a gain on sale of\$135.7 million for the year ended December 31, 2014.
# Non-GAAP Financial Measures
We consider the following non-GAAP financial measures useful to investors as key supplemental measures of our operating performance: EBITDA, Adjusted EBITDA, FFO and Adjusted FFO. These non-GAAP financial |
3453965_94.pdf | en | measures should be considered along with, but not as alternatives to, net income or loss, operating profit, cash from operations, or any other operating performance measure as prescribed per GAAP.
# EBITDA and Adjusted EBITDA
EBITDA is a commonly used measure of performance in many industries and is defined as net income or loss (calculated in accordance with GAAP) excluding interest expense, provision for income taxes (including income taxes applicable to sale of assets) and depreciation and amortization. We consider EBITDA useful to an investor regarding our results of operations, in evaluating and facilitating comparisons of our operating performance between periods and between REITs by removing the impact of our capital structure (primarily interest expense) and asset base (primarily depreciation and amortization) from our operating results, even though EBITDA does not represent an amount that accrues directly to common stockholders. In addition, EBITDA is used as one measure in determining the value of hotel acquisitions and dispositions and along with FFO and Adjusted FFO, it is used by management in the annual budget process for compensation programs.
We further adjust EBITDA for certain additional items such as hotel property acquisitions and pursuit costs, amortization of share-based compensation, equity investment adjustments, the cumulative effect of changes in accounting principles, impairment of real estate assets, operating results from properties sold and other costs we believe do not represent recurring operations and are not indicative of the performance of our underlying hotel property entities. We believe Adjusted EBITDA provides investors with another financial measure in evaluating and facilitating comparison of operating performance between periods and between REITs that report similar measures.
# FFO and Adjusted FFO
We calculate FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (NAREIT), which defines FFO as net income or loss (calculated in accordance with GAAP), excluding real estate-related depreciation, amortization and impairments, gains (losses) from sales of real estate, the cumulative effect of changes in accounting principles, similar adjustments for unconsolidated partnerships andj oint ventures, and items classified by GAAP as extraordinary. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most industry investors consider presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. We believe that the presentation of FFO provides useful supplemental information to investors regarding our operating performance by excluding the effect of real estate depreciation and amortization, gains (losses) from sales for real estate, impairments of real estate assets, extraordinary items and the portion of these items related to unconsolidated entities, all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance. We believe that the presentation of FFO can facilitate comparisons of operating performance between periods and between REITs, even though FFO does not represent an amount that accrues directly to common stockholders. Our calculation of FFO may not be comparable to measures calculated by other companies who do not use the NAREIT definition of FFO or do not calculate FFO per diluted share in accordance with NAREIT guidance. Additionally, FFO may not be helpful when comparing us to non-REITs.
We further adjust FFO for certain additional items that are not in NAREIT’s definition of FFO such as hotel property acquisition and pursuit costs, amortization of debt origination costs and share-based compensation, operating results from properties that are sold and other expenses we believe do not represent recurring operations. We believe that Adjusted FFO provides investors with useful supplemental information that may facilitate comparisons of ongoing operating performance between periods and between REITs that make similar adjustments to FFO and is beneficial to investors’ complete understanding of our operating performance. |
20748697_330.pdf | en | # (iii) Pricing
Fees under the 2nd Intergroup Project Management Agreement are determined with reference to the following:
(i) engineering construction management service fees of (i) RMB8 million for phases 3 and 4 of the project; and (ii) (in respect of parts of the property under development) calculated at RMB100 per square meter based on total floor area above and below ground;
(ii) sales management service fees is calculated at 1% of the total property sales;
(iii) management service fees linked to the achievement of engineering cost management goals are calculated at 0.5% of total property sales;
(iv) management service fees linked to the achievement of quality management goals are calculated at 0.5% of total property sales; and
(v) management service fees linked to the price target are calculated at 0.5% of the total property sales.
# (iv) Other information
For the three financial years ended December 31, 2017, 2018 and 2019, the service fees received by our Group pursuant to the 2nd Intergroup Project Management Agreement amount to RMB29.19 million, RMB31.20 million and RMB35.64 million, respectively. Barring unforeseeable circumstances, we currently expect that the Dongying Project (and hence the 1st Intergroup Project Management Agreement) would be completed by 2023. We currently expect that the service fees to be received by our Group pursuant to the 2nd Intergroup Project Management Agreement for the financial years ending December 31, 2020, 2021 and 2022 would not exceed RMB36.53 million, RMB37.08 million and RMB37.74 million, respectively and that the aggregate service fees under such arrangement would not exceed RMB260 million.
Our Directors are of the view that the Intergroup Project Management Arrangements are on normal commercial terms or better that are fair and reasonable and in the interest of our Company and the Shareholders taken as a whole, taking into account: (i) in respect of the 1st Intergroup Project Management Agreement, it is essentially “passing through” in nature which enables our Group to provide project management services to a third party customer (namely the Fengxian Project Owner) under the pre-existing Fengxian Agreement with Project Owner, pursuant to which the Parent Group would not charge any fees or make any profit from our Group for such arrangement and any fees that pass through the Parent Group to our Group would be based on the service fees under the Fengxian Agreement with Project Owner. Moreover, such arrangement is also consistent with the principle of business delineation between our Parent Group and our Group; and (ii) in respect of the 2nd Intergroup Project Management Agreement, it is the provision of the project management services by our Group |
20748697_331.pdf | en | to a customer (namely Shandong High Speed) in our ordinary and usual course of basis based on terms that are on normal commercial terms comparable to (or better than) the terms that our Group would offer to independent third party customers for comparable projects and scope of services.
Our Company does not contemplate that there would be any new commercial projects immediately after Listing for the provision of project management services to our connected persons. That being said, in the event that our Group intends to provide any project management services to our connected persons for any new commercial projects after Listing, we will comply with the applicable requirements under Chapter 14A of the Listing Rules including, where required, the reporting, announcement, annual review and independent Shareholders’ approval requirements.
# Independence of administrative capability
We have established our own organizational structure, and each department is assigned to specific areas of responsibilities. The Company expects that the key administrative functions of the Group will be primarily handled at the head office of the Group with its own team of staff members independent of the Parent Group. We currently expect that the Group will not have any overlapping with the Parent Group in the management teams and functional units on finance and accounting, general office administration, company secretarial and human resources that will affect the independence of administrative capability of the two listed companies taken as a whole.
Based on the above, our Directors are of the view that there is no operational dependence by our Group on the Parent Group and we are able to operate independently from the Parent Group after the Listing.
# Financial Independence
Our Group has its own financial management system, internal control and accounting systems, accounting and finance department, independent treasury function for cash receipts and payments and the ability to operate independently from Greentown China from a financial perspective.
For the years ended December 31, 2017, 2018 and 2019, our revenue generated from Greentown China were RMB84.9 million, RMB82.4 million and RMB118.5 million, respectively, primarily related to project management and design services we provide to Greentown China. As of the Latest Practicable Date, the Company was indebted to Greentown China in the amount of RMB540.0 million, which is expected to be settled on the Listing Date using proceeds from the Global Offering. Please refer to the section headed “Future Plans and Use of Proceeds” for further details. As of the Latest Practicable Date, an amount of approximately RMB454.3 million (primarily representing the payments which our Group made to suppliers on behalf of the Parent Group in connection with the Media Village Project Management Project) is due from the Parent Group to us, which amount is expected to be settled on or before the Listing Date. |
20781860_40.pdf | en | # KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters identified in our audit are summarised as follows:
• Goodwill impairment assessment; and
• Impairment assessment on the investment in an associate.
<table><tr><td>Key Audit Matter</td><td>How our audit addressed the Key Audit Matter</td></tr><tr><td>Goodwill impairment assessment
Refer to Note 4 (Critical accounting estimates and
judgements) and Note 8 to the consolidated financial
statements.
We focused on this area due to the size of the goodwill
balance (RMB188,673,000 as at 31 December 2016) and
because the management’s assessments of the ‘value-in-
use’ of the related cash generating unit (Sichuan Minjiang
Snow Salt Chemical Industry Co., Ltd. (“Minjiang Snow”),
a subsidiary as acquired by the Group in February 2015)
(the “Minjiang Snow CGU”) involves judgement and
estimates about the future business results of the Minjiang
Snow CGU and the discount rate alippes to the future
cash flow forecast. The management’s assessment reveals
that there is no impairment on the goodwill.</td><td>We evaluated the composition of management’s future
cash flow forecasts, and the process by which they were
drawn up. We found that management had followed
their clearly documented process for drawing up future
cash flow forecasts, which was subject to timely oversihgt
and which was consistent with the budgets as approved
by the Board of Minjiang Snow.
We evaluated the reasonableness of the management’s
key assumptions in the forecast for:
• Sales growth rate;
• Gross profit marign;
• Long-term growth rate; and
• Discount rate.
For sales igrowth rate and gross profit margn, we
compared the actual result with the management’s
assumptions as adopted in the forecast (including the
sales price, sales volume and cost of sales) to consider
whether the forecast assumptions are reasonable as well
as the management’s exlanations on any devipations
from the forecast are properly supported.
For long-term growth rate, we compared the
management’s assumption with the result from our
internet research on the general growth in the economic
and chemical industry environment in China.
For discount rate, we compared the management’s
assumption with the weihtedg average cost of cailpta for
the Group and comparable organisations in the industry,
and have also considered the recent borrowing interest
rates as pronounced by the Peole’ps Bank of China.
We found that the aforesaid key assumptions as adopted
by management in the forecast are to be in acceptable
ranges.</td></tr></table> |
20781860_41.pdf | en | <table><tr><td>Key Audit Matter</td><td>How our audit addressed the Key Audit Matter</td></tr><tr><td></td><td>We checked the mathematical accuracy of the future
cash flow forecast and the ‘value-in-use’ calculations.
We checked the mathematical accuracy of the
management’s sensitivity calculations for analysing the
impact on the ‘value-in-use’ of the Minjiang Snow CGU
from using different sales growth rates, igross profit margn
and discount rates (as these key assumptions are
considered as most sensitive) which management has
assessed as the possible ranges of deviations. We
discussed the context of the level of headroom indicated
in the sensitivity analysis with management and evaluated
the adequacy of the disclosures made regarding the
assumptions.</td></tr><tr><td>Impairment assessment on the investment in an
associate
Refer to Note 4 (Critical accounting estimates and
judgements) and Note 10(b) to the consolidated financial
statements.
We focused on this area due to the associate, Jiangxi
Zhengge Investment Stock Co., Ltd. (“Jiangxi Zhengge”)
(an associate as acquired by the Group in December
2014), was continuously loss-making which constitutes
as an impairment indicator, the size of the investment
balance in Jiangxi Zhengge (RMB73,174,000 (including
the goodwill on acquisition of approximately
RMB8,593,000) at 31 December 2016) and also because
the management’s assessment of the ‘value-in-use’ of the
related cash generating unit (the “Jiangxi Zhengge CGU”)
involves judgement and estimates about the future
business results of the Jiangxi Zhengge CGU and the
discount rates alipes to the future cash flow fporecast.
The management’s assessment reveals that there is no
impairment on the investment.</td><td>The procedures which we have performed to address this
key audit matter are same as those procedures as we
have conducted for addressing the key audit matter
‘Goodwill impairment assessment’ as set out above.
We found that management had followed their clearly
documented process for drawing up future cash flow
forecasts, which was subject to timely oversihgt and
consistent with the budgets as approved by the Board of
Jiangxi Zhengge.
We found that the key assumptions (i.e. the sales growth
rate, gross profit marin, lgong-term growth rate and
discount rate) as adopted by management in the future
cash flow forecast for the Jiangxi Zhengge CGU are to be
in acceptable ranges.</td></tr></table>
# OTHER INFORMATION
The directors of the Company are responsible for the other information. The other information comprises all of the information included in the annual report other than the consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
20788886_50.pdf | en | \$3.5 million associated with executive reorganizations, respectively, which resulted in the acceleration of previously granted equity awards and other expenses.
# mPower Framework Agreement
On March 2, 2016, as a result of entering into a framework agreement with Bechtel Power Corporation ("Bechtel"), BWXT Modular Reactors, LLC and BDC NexGen Power, LLC, our partner in GmP, for the potential restructuring and restart of our mPower small modular reactor program (the "Framework Agreement"), we deconsolidated GmP from our financial statements as of the date of the Framework Agreement. We recorded a gain of approximately \$13.6 million during the year ended December 31, 2016 related to the deconsolidation of GmP as a component of Other – net on our consolidated statement of income. In the year ended December 31, 2016, we also recognized a \$30.0 million loss contingency as a result of the Framework Agreement, which was ultimately paid to Bechtel in the first quarter of 2017 following the receipt of Bechtel's notice that the mPower program would not be restarted.
# Other Income Statement Items
During the year ended December 31, 2018, other income (expense) decreased approximately \$28.4 million to a loss of \$24.8 million compared to a gain of \$3.6 million for the corresponding period of 2017. We experienced an increase in interest expense of \$12.9 million associated with higher levels of long term debt when compared to the prior year, which includes \$2.4 million of expense related to the recognition of prior deferred debt issuance costs associated with the Former Credit Facility. These items were partially offset by \$4.7 million of gains related to derivative instruments not designated as hedges. Other income and expense includes mark to market adjustments due to our immediate recognition of net actuarial gains (losses) for our pension and postretirement benefit plans, which totaled \$(32.6) million for the year ended December 31, 2018 compared to \$(11.1) million in the corresponding period of 2017.
During the year ended December 31, 2017, other income (expense) decreased approximately \$19.2 million to a gain of \$3.6 million compared to a gain of \$22.8 million for the corresponding period of 2016 due primarily to changes in the mark to market adjustments noted above. In addition, during the year ended December 31, 2016, we recorded a gain of \$13.6 million related to the deconsolidation of GmP and we were also released from substantially all outstanding performance guarantees for various projects executed by our former Power Generation business prior to the spin-off, which resulted in a gain of \$9.3 million. Other income and expense includes mark to market adjustments due to our immediate recognition of net actuarial gains (losses) for our pension and postretirement benefit plans, which totaled \$(11.1) million for the year ended December 31, 2017 compared to \$(21.3) million in the corresponding period of 2016.
# Provision for Income Taxes
<table><tr><td rowspan="3"></td><td colspan="3">Year Ended December 31,</td></tr><tr><td>2018</td><td>2017</td><td>2016</td></tr><tr><td colspan="3">(In thousands)</td></tr><tr><td>Income before Provision for Income Taxes</td><td> $ 280,145</td><td> $ 295,780</td><td> $ 257,268</td></tr><tr><td>Provision for Income Taxes</td><td> $ 52,840</td><td> $ 147,415</td><td> $ 73,656</td></tr><tr><td>Effective Tax Rate</td><td>18.9%</td><td>49.8%</td><td>28.6%</td></tr></table>
On December 22, 2017, H.R. 1, the Tax Cuts and Jobs Act (the "Act") was enacted, making significant changes to existing U.S. tax laws that impact BWXT, including, but not limited to, a reduction to the U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017, the taxation of global intangible low-taxed income ("GILTI") and additional deduction limitations related to executive compensation. We recognized the income tax effects of the Act within our consolidated financial statements in accordance with FASB Topic Income Taxes. Our Canadian operations continue to be subject to tax at a local statutory rate of approximately 25%.
For the year ended December 31, 2018, our provision for income taxes decreased \$94.6 million to \$52.8 million, while income before provision for income taxes decreased \$15.6 million to \$280.1 million. Our effective tax rate was approximately 18.9% for 2018, as compared to 49.8% for 2017. Our effective tax rate for 2018 was lower than the 2018 U.S. corporate income tax rate of 21% primarily due to remeasurement adjustments to our deferred tax assets as a result of accelerating additional contributions made in August 2018 to certain of our domestic pension plans for inclusion in our 2017 U.S. tax return.
For the year ended December 31, 2017, our provision for income taxes increased \$73.8 million to \$147.4 million, while income before provision for income taxes increased \$38.5 million to \$295.8 million. Our effective tax rate was approximately |
20788886_51.pdf | en | 49.8% for 2017, as compared to 28.6% for 2016. Our effective tax rate for 2017 was higher than the 2017 U.S. corporate income tax rate of 35% primarily due to \$53.0 million in income tax expense, which consisted of (i) \$49.5 million incurred in relation to the revaluation of our U.S. net deferred tax assets required due to the reduction of the U.S. federal tax rate from 35% to 21% for tax years starting on or after January 1, 2018; (ii) \$2.0 million incurred in relation to the transitional toll-charge on undistributed foreign earnings and profits; and (iii) \$1.5 million incurred in relation to the elimination of the performance-based criteria under I.R.C. §162(m) for our covered executives and the corresponding write off of certain deferred tax assets previously deductible under the performance-based criteria of I.R.C. §162(m).
See Note 5 to our consolidated financial statements included in this Report for further information on income taxes.
# EFFECTS OF INFLATION AND CHANGING PRICES
Our financial statements are prepared in accordance with GAAP, using historical U.S. dollar accounting ("historical cost"). Statements based on historical cost, however, do not adequately reflect the cumulative effect of increasing costs and changes in the purchasing power of the U.S. dollar, especially during times of significant and continued inflation.
In order to minimize the negative impact of inflation on our operations, we attempt to cover the increased cost of anticipated changes in labor, material and service costs, either through an estimate of those changes, which we reflect in the original price, or through price escalation clauses in our contracts. However, there can be no assurance we will be able to cover all changes in cost using this strategy.
# LIQUIDITY AND CAPITAL RESOURCES
Our overall liquidity position, which we generally define as our unrestricted cash and cash equivalents and short-term investments plus amounts available for borrowings under our credit facility, decreased by approximately \$160.4 million to \$370.0 million at December 31, 2018 compared to \$530.4 million at December 31, 2017, due to lower levels of cash on hand resulting primarily from repurchases of common shares and increases in pension contributions and dividends paid to common shareholders during the year ended December 31, 2018 when compared to 2017. We experienced net cash generated from operations in each of the years ended December 31, 2018, 2017 and 2016. Typically, the fourth quarter has been the period of highest cash flows from operating activities because of the timing of payments received from the U.S. Government on accounts receivable retainages and cash dividends received from our joint ventures.
On May 24, 2018, we and certain of our subsidiaries entered into a credit agreement (the "New Credit Facility") with Wells Fargo Bank, N.A., as administrative agent, and the other lenders party thereto. We also issued senior notes pursuant to an indenture among the Company, certain of our subsidiaries, as guarantors, and U.S. Bank National Association, as trustee. In connection with the closing of the New Credit Facility and the issuance of the notes, we concurrently repaid all outstanding debt obligations and terminated our credit agreement dated as of May 11, 2015, as amended, among the Company, certain of our subsidiaries, Bank of America, N.A., as administrative agent, and the other lenders party thereto (the "Former Credit Facility"). The Former Credit Facility consisted of (1) a \$400.0 million revolving credit facility, (2) a \$300.0 million term loan facility, (3) a \$137.5 million (U.S. dollar equivalent) Canadian dollar term loan facility, and (4) a \$112.5 million term loan facility.
# Credit Facility
The New Credit Facility includes a \$500.0 million senior secured revolving credit facility (the "New Revolving Credit Facility"), a \$50.0 million U.S. dollar senior secured term loan A made available to the Company (the "New USD Term Loan") and a \$250.0 million (U.S. dollar equivalent) Canadian dollar senior secured term loan A made available to BWXT Canada Ltd. (the "New CAD Term Loan"). All obligations under the New Credit Facility are scheduled to mature on May 24, 2023. The proceeds of loans under the New Credit Facility are available for working capital needs and other general corporate purposes.
The New Credit Facility allows for additional parties to become lenders and, subject to certain conditions, for the increase of the commitments under the New Credit Facility, subject to an aggregate maximum for all additional commitments of (1) the greater of (a) \$250 million and (b) 65% of EBITDA, as defined in the New Credit Facility, for the last four full fiscal quarters, plus (2) all voluntary prepayments of term loans, plus (3) additional amounts provided the Company is in compliance with a pro forma first lien leverage ratio test of less than or equal to 2.50 to 1.00.
The Company's obligations under the New Credit Facility are guaranteed, subject to certain exceptions, by substantially all of the Company's present and future wholly owned domestic restricted subsidiaries. The obligations of BWXT Canada Ltd. |
9237463_289.pdf | en | Third-party Property Developers increased from 19.5% in 2018 to 22.8% in 2019, primarily due to our expanded business scale and increased adoption of technological solutions to reduce labor costs for our property management services. We also managed Jointly Developed Projects in 2019, which enjoyed a gross profit margin of approximately 23.1%.
The table below sets forth our average property management fee for property management services by property developer for the years indicated:
<table><tr><td rowspan="3"></td><td colspan="3">For the year ended December 31,</td></tr><tr><td>2017</td><td>2018</td><td>2019</td></tr><tr><td colspan="3">RMBp er sq.m. per month</td></tr><tr><td>Projects Developed by Zhenro
Property Group........................</td><td>2.09</td><td>2.21</td><td>2.47</td></tr><tr><td>Projects Solely Developed by Third-party
(1)Property Developers .................</td><td>2.91</td><td>2.25</td><td>1.72</td></tr><tr><td>(2)Jointly Developed Projects ...............</td><td>–</td><td>–</td><td>2.38</td></tr><tr><td>Overall average property management fee ...</td><td>2.27</td><td>2.22</td><td>2.14</td></tr></table>
Notes:
(1) Include (i) projects solely developed by independent third-party property developers, among which there was a project in 2018, for which we recognized revenue of RMB5.7 million for provision of property management services to the office occupied by Zhenro Group and such office was solely developed by an independent third-party developer; and (ii) the project in 2019, for which we recognized revenue of RMB3.2 million for provision of property management service to other properties developed by an associate of Zhenro Group, which associate was jointly held by Zhenro Group and Independent Third Parties for potential land reclamation. Zhenro Group held 49.51% of interest in such associate.
(2) Refer to projectsj ointly developed by Zhenro Property Group and other property developers for which Zhenro Property Group did not hold a controlling interest.
The increase in the average property management fee for property management services charged on Projects Developed by Zhenro Property Group during the Track Record Period was primarily due to the fact that we were able to charge higher property management fees for our services to certain new properties delivered for our management in 2018 and 2019 given our well-established track record and enhanced brand name and also due to the fact that certain office buildings under our management in 2018 and 2019 were located in prime locations in first- and second-tier cities such as Shanghai. The decrease in the average property management fee charged on Projects Solely Developed by Third-party Property Developers from 2017 to 2018 was primarily due to our continuous efforts in diversifying our income source by providing services to new third-party property developers at competitive prices. The average property management fee charged on projects solely developed by independent third-party property developers decreased in 2019 as compared to 2018 primarily due to the fact that certain new projects under our management were of relatively new property type for us, such as industrial parks, but were located in third- and fourth-tier cities where the average property management fees were relatively low as compared to those of other properties in our |
9237463_290.pdf | en | project portfolio. The average property management fees charged on Projects Developed by Zhenro Property Group were lower than those charged on Projects Solely Developed by Third-party Property Developers in 2017 and 2018, primarily because a substantial portion of Projects Solely Developed by Third-party Property Developers were non-residential properties with relatively higher average property management fees as compared to residential properties. We also managed Jointly Developed Projects in 2019, which had an average property management fee that was on par with the that of the Projects Developed by Zhenro Property Group.
The following table sets forth our gross profit and gross profit margin from property management services by property type for the years indicated:
<table><tr><td rowspan="4"></td><td colspan="6">For the year ended December 31,</td></tr><tr><td colspan="2">2017</td><td colspan="2">2018</td><td colspan="2">2019</td></tr><tr><td>Gross
profit</td><td>Gross
profit
marign</td><td>Gross
profit</td><td>Gross
profit
marign</td><td>Gross
profit</td><td>Gross
profit
marign</td></tr><tr><td>RMB’000</td><td>%</td><td> RMB’000</td><td>%</td><td> RMB’000</td><td>%</td></tr><tr><td>Residential properties ....</td><td>23,104</td><td>19.9</td><td>31,521</td><td>18.7</td><td>48,143</td><td>21.7</td></tr><tr><td>Non-residential
properties...........</td><td>6,841</td><td>22.3</td><td>17,973</td><td>22.6</td><td>30,943</td><td>25.7</td></tr><tr><td>Total gross profit/overall
gross iprofit margn ....</td><td>29945,</td><td>20.4</td><td>49494,</td><td>20.0</td><td>79086,</td><td>23.1</td></tr></table>
The table below sets forth the range of monthly property management fees charged for Projects Developed by Zhenro Property Group, Projects Solely Developed by Third-party Property Developers and Jointly Developed Projects during the Track Record Period by property type:
<table><tr><td rowspan="2"></td><td>Projects
Developed
by Zhenro
Property
Group</td><td>Projects
Solely
Developed
by Third-
party
Property
Developers</td><td>Jointly
Developed
Projects</td></tr><tr><td colspan="3">RMBp er sq.m. per month</td></tr><tr><td>Residential properties ..................</td><td>0.82–4.44</td><td> 0.54–2.65</td><td>1.71-3.36</td></tr><tr><td>(1)Non-residential properties..............</td><td>14.16–52.60</td><td> 0.11–22.73</td><td> –</td></tr></table>
Note:
(1) Non-residential properties include commercial properties and public properties, among others. |
9260709_91.pdf | en | <table><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><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><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><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><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><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><td></td><td></td><td></td></tr><tr><td>（六）其他</td><td></td><td></td><td></td><td></td><td>5,726,
745.16</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>5,726,
745.16</td><td></td><td>5,726,
745.16</td></tr><tr><td>四、本期期末余
额</td><td>389,6
16,42
0.00</td><td></td><td></td><td></td><td>770,81
1,263.
83</td><td>198,47
0,260.
81</td><td>-93,30
1,014.
86</td><td></td><td>91,850
,457.4
0</td><td></td><td>661,53
5,922.
37</td><td></td><td>1,622,
042,78
7.93</td><td>26,750
,642.3
0</td><td>1,648,
793,43
0.23</td></tr></table>
上期金额
单位：元
<table><tr><td rowspan="4">项目</td><td colspan="15">2020 年年度</td></tr><tr><td colspan="13">归属于母公司所有者权益</td><td rowspan="3">少数股
东权益</td><td rowspan="3">所有者
权益合
计</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">一般
风险
准备</td><td rowspan="2">未分
配利
润</td><td rowspan="2">其他</td><td rowspan="2">小计</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>376,6
56,42
0.00</td><td></td><td></td><td></td><td>675,29
6,222.
00</td><td></td><td>-93,28
4,835.
22</td><td></td><td>73,556
,122.9
7</td><td></td><td>493,42
9,402.
21</td><td></td><td>1,525,
653,33
1.96</td><td>29,921,
607.61</td><td>1,555,5
74,939.
57</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><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><td></td><td></td><td></td></tr><tr><td> 同一
控制下企业合
并</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><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><td></td><td></td><td></td></tr><tr><td>二、本年期初
余额</td><td>376,6
56,42
0.00</td><td></td><td></td><td></td><td>675,29
6,222.
00</td><td></td><td>-93,28
4,835.
22</td><td></td><td>73,556
,122.9
7</td><td></td><td>493,42
9,402.
21</td><td></td><td>1,525,
653,33
1.96</td><td>29,921,
607.61</td><td>1,555,5
74,939.
57</td></tr><tr><td>三、本期增减
变动金额（减</td><td>13,00
0,000</td><td></td><td></td><td></td><td>63,911
,950.0</td><td>56,520
,000.0</td><td>8,718.
07</td><td></td><td>5,761,
657.49</td><td></td><td>60,512
,369.5</td><td></td><td>86,674
,695.1</td><td>-299,38
0.97</td><td>86,375,
314.18</td></tr></table> |
9260709_92.pdf | en | <table><tr><td>少以“－”号填
列）</td><td>.00</td><td></td><td></td><td></td><td>0</td><td>0</td><td></td><td></td><td></td><td></td><td>9</td><td></td><td>5</td><td></td><td></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>8,718.
07</td><td></td><td></td><td></td><td>85,256
,848.0
8</td><td></td><td>85,265
,566.1
5</td><td>-299,38
0.97</td><td>84,966,
185.18</td></tr><tr><td>（二）所有者
投入和减少资
本</td><td>13,00
0,000
.00</td><td></td><td></td><td></td><td>54,550
,000.0
0</td><td>56,520
,000.0
0</td><td></td><td></td><td></td><td></td><td></td><td></td><td>11,030
,000.0
0</td><td></td><td>11,030,
000.00</td></tr><tr><td>1．所有者投入
的普通股</td><td>13,00
0,000
.00</td><td></td><td></td><td></td><td>43,670
,000.0
0</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>56,670
,000.0
0</td><td></td><td>56,670,
000.00</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><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>10,880
,000.0
0</td><td>56,520
,000.0
0</td><td></td><td></td><td></td><td></td><td></td><td></td><td>-45,64
0,000.
00</td><td></td><td>-45,640
,000.00</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><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>5,761,
657.49</td><td></td><td>-24,74
4,478.
49</td><td></td><td>-18,98
2,821.
00</td><td></td><td>-18,982
,821.00</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>5,761,
657.49</td><td></td><td>-5,761,
657.49</td><td></td><td></td><td></td><td></td></tr><tr><td>2．提取一般风
险准备</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><td></td><td></td><td></td></tr><tr><td>3．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>-18,98
2,821.
00</td><td></td><td>-18,98
2,821.
00</td><td></td><td>-18,982
,821.00</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><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><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><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><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><td></td><td></td><td></td></tr></table> |
2538117_67.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>Non-current assets</td><td></td><td></td><td></td></tr><tr><td>Property, plant and equipment</td><td>12</td><td>389,434</td><td>455,748</td></tr><tr><td>Interests in leasehold land held for own use under operating leases</td><td>12</td><td>62,968</td><td>64,281</td></tr><tr><td></td><td></td><td>452,402</td><td>520,029</td></tr><tr><td>Intangible assets</td><td>13</td><td>17</td><td>3,476</td></tr><tr><td>Goodwill</td><td>14</td><td>441,475</td><td>499,471</td></tr><tr><td>Interest in associates</td><td>16</td><td>–</td><td>7,459</td></tr><tr><td>Investments in equity securities</td><td>17</td><td>1,000</td><td>1,100</td></tr><tr><td>Other receivables</td><td>20</td><td>2,984</td><td>2,647</td></tr><tr><td>Deferred tax assets</td><td>27</td><td>912</td><td>1,095</td></tr><tr><td></td><td></td><td>898,790</td><td>1,035,277</td></tr><tr><td>Current assets</td><td></td><td></td><td></td></tr><tr><td>Inventories</td><td>18</td><td>131,137</td><td>164,938</td></tr><tr><td>Drama series and films</td><td>19</td><td>201,747</td><td>118,892</td></tr><tr><td>Trade and other receivables</td><td>20</td><td>437,267</td><td>228,712</td></tr><tr><td>Pledged bank deposits</td><td>21</td><td>32,884</td><td>1,626</td></tr><tr><td>Cash and bank</td><td>22</td><td>155,598</td><td>198,037</td></tr><tr><td></td><td></td><td>958,633</td><td>712,205</td></tr><tr><td>Current liabilities</td><td></td><td></td><td></td></tr><tr><td>Trade and other payables</td><td>23</td><td>230,040</td><td>227,313</td></tr><tr><td>Bank loans</td><td>24</td><td>201,250</td><td>195,000</td></tr><tr><td>Convertible bonds</td><td>25</td><td>159,659</td><td>–</td></tr><tr><td>Obligations under finance leases</td><td>26</td><td>–</td><td>3,850</td></tr><tr><td>Current taxation</td><td>27</td><td>17,820</td><td>14,221</td></tr><tr><td></td><td></td><td>608,769</td><td>440,384</td></tr></table> |
2538117_68.pdf | en | <table><tr><td rowspan="2"></td><td></td><td>2017</td><td>2016</td></tr><tr><td>Note</td><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Net current assets</td><td></td><td>349,864</td><td>271,821</td></tr><tr><td>Total assets less current liabilities</td><td></td><td>1,248,654</td><td>1,307,098</td></tr><tr><td>Non-current liabilities</td><td></td><td></td><td></td></tr><tr><td>Non-current borrowings</td><td>25</td><td>229,672</td><td>206,104</td></tr><tr><td>Deferred tax liabilities</td><td>27</td><td>1,025</td><td>1,100</td></tr><tr><td></td><td></td><td>230,697</td><td>207,204</td></tr><tr><td>Net assets</td><td></td><td>1,017,957</td><td>1,099,894</td></tr><tr><td>Capital and reserves</td><td></td><td></td><td></td></tr><tr><td>Share capital</td><td>28</td><td>66,559</td><td>66,559</td></tr><tr><td>Reserves</td><td>28</td><td>942,837</td><td>1,023,956</td></tr><tr><td>Total equity attributable to equity shareholders of the Company</td><td></td><td>1,009,396</td><td>1,090,515</td></tr><tr><td>Non-controlling interests</td><td></td><td>8,561</td><td>9,379</td></tr><tr><td>Total equity</td><td></td><td>1,017,957</td><td>1,099,894</td></tr></table>
Approved and authorised for issue by the board of directors on 29 March 2018.
<table><tr><td>Liu Dong</td><td>Tan Bin</td></tr><tr><td>Directors</td><td>Directors</td></tr></table> |
20756527_662.pdf | en | # (v) 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.
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.
# (vi) Proxies
Any member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company and is entitled to exercise the same powers on behalf of a member who is an individual and for whom he acts as proxy as such member could exercise. In addition, a proxy is entitled to exercise the same powers on behalf of a member which is a corporation and for which he acts as proxy as such member could exercise if it were an individual member. Votes may be given either personally (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy.
# (f) Accounts and audit
The board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Companies Act or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.
The accounting records must be kept at the registered office or at such other place or places as the board decides and shall always be open to inspection by any Director. No member (other than a Director) shall have any right to inspect any accounting record or book or document of the Company except as conferred by law or authorised by the board or the Company in general meeting. However, an exempted company must make available at its registered office in electronic form or any other medium, copies of its books of account or parts thereof as may be required of it upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Act of the Cayman Islands.
A copy of every balance sheet and profit and loss account (including every document required by law to be annexed thereto) which is to be laid before the Company at its general meeting, together with a printed copy of the Directors’ report and a copy of the auditors’ report, shall not less than twenty-one (21) days before the date of the meeting and at the same time as the notice of annual general meeting be sent to every person entitled to receive notices of general meetings of |
20756527_663.pdf | en | the Company under the provisions of the Articles; however, subject to compliance with all applicable laws, including the rules of the Stock Exchange, the Company may send to such persons summarised financial statements derived from the Company’s annual accounts and the directors’ report instead provided that any such person may by notice in writing served on the Company, demand that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.
At the annual general meeting or at a subsequent extraordinary general meeting in each year, the members shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the next annual general meeting. Moreover, the members may, at any general meeting, by special resolution remove the auditors at any time before the expiration of his terms of office and shall by ordinary resolution at that meeting appoint another auditor for the remainder of his term. The remuneration of the auditors shall be fixed by the Company in general meeting or in such manner as the members may determine.
The financial statements of the Company shall be audited by the auditor in accordance with generally accepted auditing standards which may be those of a country orj urisdiction other than the Cayman Islands. The auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the auditor must be submitted to the members in general meeting.
# (g) Dividends and other methods of distribution
The Company in general meeting may declare dividends in any currency to be paid to the members but no dividend shall be declared in excess of the amount recommended by the board.
The Articles provide dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the directors determine is no longer needed. With the sanction of an ordinary resolution dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Companies Act.
Except in so far as the rights attaching to, or the terms of issue of, any share may otherwise provide, (i) all dividends shall be declared and paid according to the amounts paid up on the shares in respect whereof the dividend is paid but no amount paid up on a share in advance of calls shall for this purpose be treated as paid up on the share and (ii) all dividends shall be apportioned and paid pro rata according to the amount paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. The Directors may deduct from any dividend or other monies payable to any member or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.
Whenever the board or the Company in general meeting has resolved that a dividend be paid or declared on the share capital of the Company, the board may further resolve either (a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend |
8359999_26.pdf | en | # PEOPLE-ORIENTED
The “people-oriented” is one of the core concepts of the Group. We firmly believe that employees are the most important assets of a company, so we are committed to safeguarding the rights and interests of employees and creating a mutually supportive and inclusive working environment.
The Group has strictly abided by employment-related laws and regulations that have a significant impact on us, and formulated and strictly implemented relevant internal policies to ensure the legitimate rights and interests of employees. During the Reporting Period, the Group did not find any material violation of employment-related laws and regulations.
<table><tr><td>The Groudp comlipe with
emlpoyment-related laws and
regulations that have a significant impact on us
(including but not limited to)</td><td>Internal policies of the Group
(including but not limited to)</td></tr><tr><td>Labour laws and regulations
• Labour Law of the Peol’pes Reblhpuic of Cina
• Labour Contract Law of the Peol’pes Reipublc of
China
• Special Rules on the Labour Protection of Female
Emlpoyees
• L’aw of the Peolblpes Repuic of China on the
Protection of Women’s Rihgts and Interests
• Provisions on the Prohibition of the Emlpoyment of
Child Labour
• Law of the Peol’es Reblhpuic of Cina on thpe
Protection of Minors
Social Security and Welfare
• Social Insurance Law of the Peol’pes Reblpuic of
China
• Regulations on Work-Related Injury Insurance</td><td>• Remuneration Management System
• Recruitment Management System
• Management Measures of the Training for Teachers
and Staff
• Incentive Systems on Talent Recruitment by All
Emloyees of China New Hihger Edpucation Group
• Measures on Imlipementaton of Reserve Cadres
Cultivation of China New Hiher Edgucation Group
• Measures on Imlpementation and Management of
Training for Teachers and Staff of the Group
• Attendance and Vacation Management System
for Headquarters of China New Hiher Edgucation
Group
• Benefit Management System for Headquarters of
China New Hihger Education Group</td></tr></table> |
8359999_27.pdf | en | # Employment Management
<table><tr><td>Recruitment and Dismissal</td><td>The Gr’ouRps ecruitment Management System reldguates the stanards and
procedures for staff recruitment, and improves recruitment efficiency and talent
qualitliy. Job appcants need to go throuhg a rigorous recruitment process before
they can be hired, including written examination, preliminary qualification
examination, preliminary professional examination, second-round examination
and background investigation.
We have always adopted an open, fair and anti-discriminatory recruitment
policy and treated every job alipcant equally. Job aliillpppcants w not be treated
differently because of their age, gender, race, nationality, reliigon or hilpysca
defects.
All emldpoyees are emlipodye n accorance with the following three princilpes:
1. Based on the lprincipe that knowledge, moral character, ability,
experience and other conditions are suitable for positions or posts;
2. All examinations shall be conducted according to the prescribed
procedures, and the lprincipe of merit-based admission shall be taken as
the lprincipe;
3. Exceptional emlihpoyment must comlpy wt the lprincipe of approval by
the Group.
In addition, the Group also has a standardized resilgnation process for empoyees.
If an emlilfpoyee ntends to aippy or resignaton, he/she should submit a formal
resignation alippcation to the head of his/her department in person according
to the procedures. The resignation alippcation will be verified bly the empoyee
relationship staff, then approved by the person in charge and the head of the
human resources department, and finally approved by the president. After the
resignation alipcation is alpproved, the emiipoyee s requred to handover hips/her
work to ensure that the work is followed up by other emlpoyees. If an emlpoyee
is involved in violations of laws and regulations or serious dereliction of duty,
the Group will terminate the labour contract with such emlpoyee according to
internal procedures.</td></tr><tr><td>Remuneration and Promotion</td><td>In order to attract and pool outstanding talents, the Group has provided
competitive remuneration and benefits, and makes a remuneration adjustment
annually. We will decide the adjustment range according to inflation rate,
increase in living standard, market talent sulpy and demand, annualp
performance evaluation and other factors.
The Group has formulated the Measures on Imlementation of Rpeserve Cadres
Cultivation of China New Hiher Edgucation Group and established a sound
cadre selection and training mechanism. We have established a reserve cadre
pool according to the selection princilpe of “openness, fairness and justice”, and
regard excellent performance in annual assessment and various appraisals as a
necessary condition for selection and reserve of talents. We have adjusted the
reserve cadre pool at all levels every year.</td></tr><tr><td>Working hours and holidays</td><td>We have imlpanted the sfystem o workinfidg ve ays a week with eihgt hours a
daEy. mlpoyees can enjoy public holidays, paid annual leave, marriage leave,
maternity leave, sick leave and funeral leave etc..</td></tr><tr><td>Prevention of child labour
and forced labour</td><td>The Group strictly prohibits the emlhilpobyment of cd laour and forced labour.
To prevent such situations, we check the personal identity documents of
candidates during the recruitment and emlpoyment process to ensure that they
are persons aged 16 or above. In addition, we sign equal emlpoyment contracts
with emldllpoyees an wi not force emlpoyees to work over normal working
hours. If the situation occurs, we will hold the staff of the relevant departments
accountable for it.</td></tr></table> |
11690788_76.pdf | en | We have not experienced any material incidents of fraud or errors/defects in data and technology during the Track Record Period and up to the Latest Practicable Date, however, we cannot rule out the possibility that our risk management procedures fail to detect, identify and address these operational risks due to inaccurate information, system errors or fraudulent activities in the future, which may materially and adversely affect our financial condition, results of operations and growth prospects.
Our business processes a large amount of supply chain data, and the improper collection, hosting, use or disclosure of such data could harm our reputation and have a material adverse effect on our business and prospects.
Our business processes massive volumes of supply chain data, such as data relating to the underlying supply chain transactions and assets. In limited circumstances, our business also involves the collection, retention, transmission, and processing of personal information, such as the identification information and phone numbers of owners and authorized personnel of suppliers that they submit to AMS Cloud. This makes us an attractive target of, and potentially vulnerable to, cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions.
We face certain challenges and risks inherent to handling and protecting a large volume of data, including confidential, sensitive data and information, including but not limited to:
• protecting the data in and hosted on our system, including against attacks on our system by outside parties, data leakage or fraudulent behavior or improper use by our employees or our customers and partners;
• addressing concerns, challenges, negative publicity and litigations related to data security and privacy, collection, use and actual or perceived sharing (including sharing among our own businesses, with our customers and partners or competent regulatory authorities), safety, security and other factors that may arise from our existing businesses or new businesses and technology, such as new forms of data; and
• complying with applicable laws and regulations relating to the collection, use, storage, transfer, disclosure and security of data, including requests from data subjects and compliance requirements in accordance with applicable laws and regulations.
These challenges are heightened as we expand our business intoj urisdictions with different legal and regulatory regimes. The improper collection, use or disclosure of supply chain data could result in a loss of customers and partners, loss of confidence or trust in our technology solutions, litigations, regulatory investigations, penalties or actions against us, significant damage to our reputation, any of which could in turn have a material adverse impact on our business, financial condition, results of operations and prospects. Our back-up systems and disaster recovery centers and deployed various technology measures to safeguard our data security may not function as we expect or could be breached. Because the technologies and mechanisms used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognizable until they are launched against a target, we may be unable to anticipate for, or to implement adequate preventative measures against, such technologies and mechanisms. Any accidental or willful security breaches or other unauthorized access could cause confidential information to be stolen and used for improper or criminal purposes. Moreover, if we fail to implement adequate encryption of data transmitted through the networks of the telecommunications and Internet operators we rely upon, there is a risk that telecommunications and Internet operators or their business partners may misappropriate the data. Security breaches or unauthorized access to confidential information could also expose |
11690788_77.pdf | en | us to liabilities related to the loss of the information, time-consuming and expensive litigations and other regulatory and legal proceedings, as well as negative publicity. If security measures are breached because of third party action, employee error, malfeasance or other similar factors, or if design flaws in our technology infrastructure are exposed and exploited, our relationships with our customers and partners could be severely damaged and we could incur significant liabilities or subject to legal or regulatory actions that may materially and adversely affect our business, financial condition, results of operations and prospects. In addition, concerns about our practices with regard to security of confidential information or other privacy-related matters, such as cybersecurity breaches, misuse of personal data and data sharing without necessary safeguards, even if unfounded, could damage our reputation and operating results. During the Track Record Period and up to the Latest Practicable Date, we have not experienced any material incidents of cyberattacks or data security breaches. However, if any of the foregoing risks materializes, our business, financial condition, results of operations and prospects may be materially and adversely affected.
# The successful operation of our business depends upon the performance, reliability and security of the Internet infrastructure in China and other countries and regions in which we operate.
Our business depends on the performance, reliability and security of the telecommunications and Internet infrastructure in China and other countries and regions in which we operate. Substantially all of our computer hardware and a majority of our online services are currently located in China. Almost all access to the Internet in China is maintained through state-owned telecommunications operators under the administrative control and regulatory supervision of the MIIT. In addition, the national networks in China are connected to the Internet through state-owned international gateways, which are the only channels through which a domestic user can connect to the Internet outside of China. We may face similar or other limitations in other countries and regions in which we operate. We may not have access to alternative networks in the event of disruptions, failures or other problems with the Internet infrastructure in China or elsewhere. In addition, the Internet infrastructure in the countries and regions in which we operate may not support the demands associated with continued growth in Internet usage.
The failure of telecommunications network operators to provide us with the requisite bandwidth could also interfere with the speed and availability of our websites and mobile applications. We have no control over the costs of the services provided by the telecommunications operators. If the prices that we pay for telecommunications and Internet services rise significantly, our margins could be adversely affected. In addition, if Internet access fees or other charges to Internet users increase, our user base may decrease, which in turn may significantly decrease our revenues.
# The development of blockchain technology is in its early stage. Adverse development in blockchain technology or new regulations or policies governing blockchain technology could adversely affect our business and results of operations.
Blockchain technology is widely deployed in a number of our solutions, such as our Multi-tier AR Transfer Cloud, eChain Cloud, ABS Cloud and Cross-border Cloud. For instance, we utilize blockchain infrastructure to build Multi-tier AR Transfer Cloud that creates immutable and traceable digital representation of suppliers’ accounts receivable due from anchor enterprises that suppliers can use for payment and financing purposes. For a detailed discussion of our application of blockchain technology, see the section headed “Business – Our Technology – Proprietary Technology Stacks – Blockchain” of this prospectus. |
7622241_56.pdf | en | Senior management, executives and staff who, because of their offices in the Company are likely to possess inside information, have also been requested to comply with the Model Code for securities transactions. No incident of non-compliance with the Model Code by such employees was noted by the Company during the year ended 31 December 2020.
# Publication of the Annual Results and 2020 Annual Report
This annual results announcement is published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.feiyuhk.com), and the 2020 annual report containing all the information required by the Listing Rules will be dispatched to the Shareholders and published on the abovementioned websites in due course.
# APPRECIATION
The Board would like to express its sincere gratitude to the shareholders, management team, employees, business partners and customers of the Group for their continued support and contribution.
# GLOSSARY
<table><tr><td>“ARPPU”</td><td>average revenue dbiiiper idpayng user, calculate dy vng
monthly average revenue from the sale of virtual items and
premium features during a certain period by the number of
average MPUs during the same period</td></tr><tr><td>“Audit Committee”</td><td> the audit committee of the Board</td></tr><tr><td> “Board”</td><td> the board of Directors</td></tr><tr><td>“Cayman Islands”</td><td> the Cayman Islands</td></tr><tr><td>“CG Code”</td><td> Corporate Governance Code as set out in Appendix 14 to the
Listing Rules</td></tr><tr><td>“Chairman”</td><td> the chairman of the Board</td></tr><tr><td>“Chief Executive Officer”</td><td> the chief executive officer of the Company</td></tr><tr><td>“China” or “PRC” or
“Mainland China”</td><td>the Peol’lpes Rebidpuc of China excluing, for the purpose of
this announcement, the Hong Kong Special Administrative
Reigon of the Peol’RCipes ebihilpulc of na, the Macau Speca
Administrative Reigon of the Peolblipe’s Refpuc o China
and Taiwan</td></tr><tr><td>“Company” or “Feiyu”</td><td> Feiyu Technology International Company Ltd., an exempted
company incorporated in the Cayman Islands with limited
liability on 6 March 2014</td></tr></table> |
7622241_57.pdf | en | <table><tr><td>“Director(s)”</td><td> director(s) of the Company</td></tr><tr><td>“Global Offering”</td><td> the offer of 30,000,000 Shares for subscription by the public
in Hong Kong pursuant to the Hong Kong Public Offering
and the offer of 270,000,000 Shares for subscription by
institutional, professional, corporate and other investors
pursuant to the International Offering (as respectively
defined in the Prospectus)</td></tr><tr><td>“Group” or “the Group”</td><td> the Company, its subsidiaries and the PRC Operating Entities</td></tr><tr><td>“HK$” or “Hong Kong dollars”
or“HKD”</td><td>Hong Kong dollars and cents respectively, the lawful
currency of Hong Kong</td></tr><tr><td>“Hong Kong” or “HK”</td><td> the Hong Kong Special Administrative Reigon of the
Peol’hpes ReliCpubc of ina</td></tr><tr><td>“IAS(s)”</td><td> International Accounting Standards</td></tr><tr><td>“IASB”</td><td> International Accounting Standard Board</td></tr><tr><td>“IFRS(s)”</td><td>International Financial Reporting Standards, amendments
and interpretations issued by the IASB</td></tr><tr><td>“IP(s)”</td><td> Intellectual Property(ies)</td></tr><tr><td>“Kailuo Tianxia”</td><td>Beijing Kailuo Tianxia Technology Co., Ltd. (“北京凱羅天
下科技有限公司”), a limited liability company established
in the PRC and an indirect wholly owned subsidiary of the
Company</td></tr><tr><td>“Listing”</td><td> the listing of the Shares on the Main Board of the Stock
Exchange</td></tr><tr><td>“Listing Rules”</td><td> the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (as amended, sulppemented
or otherwise modified from time to time)</td></tr><tr><td>“MAUs”</td><td>monthly active users, which is the number of lpahyers wo
logged into a particular game in the relevant calendar
month. Under this metric, a lpayer who logged into two
different games in the same month is counted as two MAUs.
Similarly, a layer who lhpays te same game on two diffperent
lipubshing lfpatorms in a month would be counted as two
MAUs. Average MAUs for a particular period is the average
of the MAUs in each month during that period</td></tr></table> |
9303560_518.pdf | en | (vi) a general unconditional mandate (the “Repurchase Mandate”) was given to the Directors to exercise all powers of our Company to purchase Shares on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and recognised by the SFC and the Stock Exchange for this purpose with an aggregate nominal amount of not exceeding 10% of the aggregate nominal amount of our share capital in issue immediately following the completion of the Global Offering and the Capitalisation Issue but excluding any Shares which may be issued pursuant to the exercise of the Over-allotment Option until the conclusion of our next annual general meeting, or the date by which our next annual general meeting is required by the Articles of Association, the Companies Law or any other applicable law to be held, or the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors, whichever occurs first; and
(vii) the extension of the general mandate to allot, issue and deal with Shares to include the nominal amount of Shares which may be purchased or repurchased pursuant to paragraph (vi) above.
(d) the form and substance of each of the service agreements made between our executive Directors and our Company, the form and substance of each of the appointment letters made between each of our independent non-executive Directors with our Company and the form and substance of each of the employment contracts made between our Group and each of Mr. Michael Tung, Mr. Lo, Mr. Hou and Mr. Ricky Tung were approved.
# 5. Reorganisation
The companies comprising our Group underwent a reorganisation to rationalise our Group’s structure in preparation for the listing of the Shares on the Stock Exchange, which involved the following:
(a) on 21 September 2011, our Company was incorporated by Red Glory in the Cayman Islands under the Companies Law as an exempted company with an authorised share capital of HK\$350,000 divided into 3,500,000 Shares. Upon its incorporation, one Share was allotted and issued for cash at par to the subscriber, which was transferred to Red Glory on the same day;
(b) on 21 September 2011, Immense Ocean was incorporated in the BVI with limited liability with 50,000 authorised shares of US\$1.00 each. On 14 October 2011, one share of US\$1.00 was allotted and issued as fully paid at par by Immense Ocean to our Company, and Immense Ocean became our wholly-owned subsidiary since then;
(c) on 1 June 2011, Win Source was incorporated in Hong Kong with limited liability with 10,000 authorised shares of HK\$1.00 each. Upon its incorporation, one subscriber’s share was allotted and issued to Ready-Made Company Limited for |
9303560_519.pdf | en | cash at par of HK\$1. On 20 June 2011, Ready-Made Company Limited transferred its one subscriber share in Win Source to Mr. Michael Tung for cash at the consideration of HK\$1. On 29 November 2011, Mr. Michael Tung transferred its one share in Win Source to Immense Ocean for cash at a consideration of HK\$1 and Win Source has become a wholly-owned subsidiary of Immense Ocean since then;
(d) Several subsidiaries of our Company entered into a series of trademark transfer assignments in 2011 to acquire our Tian Wang, Balco and other trademarks relevant to our operation from an Independent Third-Party and certain other companies in which our Controlling Shareholders have interest. Details of such trademark transfer assignment are described in paragraphs (c) to (n) of the section headed “Further Information About The Business of Our Company – 10. Summary of material contracts” in this section;
(e) on 1 June 2012, WMP and Win Source entered into a business transfer agreement, pursuant to which to Win Source acquired from WMP all the assets, rights and interests relating to our watch movement trading business, in particular comprising all fixed and moveable assets and property, cash and cash equivalent, contracts, accounts payable and receivables, goodwill, insurance policies, intellectual property rights, inventories, books and records, but excluding WMP’s equity interest in its subsidiaries and property interest in an office and warehouse situated in Tsuen Wan, Hong Kong (the “Business Assets”) at an aggregate consideration of HK\$49,999.90, which was settled by our Company allotting and issuing to Red Glory (at the direction of WMP) 499,999 Shares, credited as fully paid. Such acquisition was completed on 1 June 2012;
(f) on 1 June 2012, WMP and our Company entered into a share purchase agreement, pursuant to which Immense Ocean (at the direction of our Company) acquired from WMP the entire issued share capital of Win Sun, Gold Joy, Sky Sun, Gold Reach and Top World at an aggregate consideration of HK\$614,273,655, representing their then aggregate net book value. Such consideration was settled by our Company allotting and issuing, credited as fully paid, to Red Glory (at the direction of WMP) an aggregate of 500,000 Shares; and
(g) on 24 September 2012, Shenzhen Time Watch Management Consulting was established as a wholly-owned subsidiary of Tian Wang Shenzhen under the laws of the PRC with a registered capital of RMB6 million. Shenzhen Time Watch Management Consulting is principally engaged in sales and promotion of watches and related parts, brand marketing, administration and human resources management of our sales staff in the PRC.
Upon completion of the Reorganisation, our Company became the holding company of our Group. |
20750630_8.pdf | en | Fig. 7. Top panel: the 2 keV-emission \( r _ { p e a k } \) (\( r _ { 9 0 } \)) as a function of \( \mu \) is represented in black (gray). The green shaded area qualitatively shows the inner radii, where the bulk of X-ray emission is supposed to come from according to X-ray reverberation and micro-lensing. For increas-ing \( \mu \), the X-ray emission profile peaks at larger radii. Middle panel: for increasing \( \mu \) the models obtain a slope of the \( L _ { X } - L _ { U V } \) closer to the observed one. The dark-green area represents the reference slope of the cleanest XXM-XXL (Appendix B), while the light-green refers to the slope quoted in LR17. Bottom panel: intrinsic scatter of the mock \( L _ { X } - L _ { U V } \) relations as a function of \( \mu . \). The green area represents a ten-tative upper limit of the true scatter (Lusso & Risaliti 2016; Chiaraluce et al. 2018), that is only due to the physical properties of AGN. For simplicity, all panels show only the results obtained with a single \( f _ { m a x } \), corresponding to the highest \( r ^ { 2 } \)-score (e.g., Fig. 6), and fixed \( \alpha _ { 0 } = 0 . 0 2 \).
0.5 and 1, respectively4:
\[ \begin{array} { l l r } { \log < f > \ = \log f _ { m a x } } \\ { \log < f > \ = \left( - 1 . 1 2 \pm 0 . 2 4 \right) \ - \left( 0 . 1 5 \pm 0 . 0 2 \right) \, \log \dot { m } } \\ { \ } & { \qquad \qquad + \ ( 0 . 0 5 \pm 0 . 0 3 ) \, \log m } \\ { \log < f > \ = \left( - 1 . 8 2 \pm 0 . 3 6 \right) \, - \left( 0 . 2 7 \pm 0 . 0 3 \right) \, \log \dot { m } } \\ { \ } & { \qquad \qquad + \ ( 0 . 0 7 \pm 0 . 0 4 ) \, \log m } & { ( 1 4 ) } \end{array} \]
where the steepest dependency from m˙ is obtained for larger \( \mu \).
This test points in the same direction as the evidence of an X-ray bolometric correction increasing with the accretion rate (e.g. Wang et al. 2004; Vasudevan & Fabian 2007, 2009; Lusso et al. 2010; Young et al. 2010), although we refrain to compare this observable with our regressions (e.g. Wang et al. 2004; Cao 2009; Liu & Liu 2009; You et al. 2012; Liu et al. 2012, 2016a), due to the many more uncertainties in play when deriving bolo-metric luminosities in comparison to the quantities entering in the \( L _ { X } - L _ { U V } \) (see the discussion in Section 4.2).
# 5.3. The scatter of the \( L _ { X } - L _ { U V } \)
The observed scatter of the \( L _ { X } - L _ { U V } \) for the sample used in this work is \( \sigma _ { i n t r } \, = \, 0 . 2 7 \pm 0 . 0 1 \) (Section 4.1). As a matter of fact, this value represents an upper limit to the intrinsic disper-sion inherent to the physics of the system, as the observed scat-ter is aected by a combination of instrumental and calibration issues, UV and X-ray variability, non-simultaneity of the multi-wavelength observations. A lot of eort has been put into trying to quantify as accurately as possible all these contaminants (e.g. Vagnetti et al. 2013; Lusso 2018, and references therein), with claims that the intrinsic scatter in the \( L x \)-\( L _ { I I V } \) relation is smaller than \( \lesssim \, 0 . 1 8 \mathrm { ~ - ~ } \) 0.20 (Lusso & Risaliti 2016; Chiaraluce et al. 2018). Any successful model should be able to reproduce such a low scatter.
From the examples of mock \( L _ { X } - L _ { U V } \) relations plotted in Fig. 5, it can already be seen that our models come with their one intrinsic scatter. In our methodology (Section 4.2), the modeled \( \dot { m } \) was tuned to the observed \( L _ { 3 0 0 0 \mathring \mathrm { A } } \), hence the intrinsic scatter of the mock \( L _ { X } - L _ { U V } \) relations is simply the dispersion of the modeled \( L _ { 2 k e V } \), at a given m˙, due to dierent m and \( \Gamma \). We show this more quantitatively in the bottom panel of Fig. 7. The mod-els dispersion varies with \( \mu \) because changing the viscosity law induces a dierent logarithmic scatter in f(r) (see Fig. 1) and it also aects the distance (in gravitational radii) from which the bulk of the \( L _ { 2 k e V } \) is coming (see top panel of Fig. 7). The result-ing \( \sigma _ { i n t r } \) of the models is likely a complex combination of these (and possible more) factors. All the models, with the exception of \( \mu \)= 0, lie below the available observational constraints (Lusso& Risaliti 2016; Chiaraluce et al. 2018) of \( \lesssim 0 . 1 8 - \) 0.20. This is another successful prediction of our model (see Section 3).
# 5.4. A complete picture: the slope-normalization plane of the \( L _ { X } - L _ { U V } \)
In the previous Sections, we decomposed the match in either nor-malization or slope to have a better understanding on how our disk-corona models can relate to the observed \( L _ { X } - L _ { U V } \). How-ever, the goal would be to have a model that can fully encompass these observables. Hence, in Fig. 8 we display 1-, 2- and 3-sigma contours in the slope-normalization plane \( { \widehat { ( \beta } } \! - \! { \widehat { \alpha } } ) \) of the \( L _ { X } \! - \! L _ { U V } \) for both data and models. All regressions were performed with emcee normalizing both \( L _ { X } \) and \( L _ { U V } \) to the median value of XMM-XXL. The data contours are related to the cleanest XMM-XXL version (Appendix B) and to the RM-QSO sources5. Model contours are shown for \( \mu \, = \, [ 0 , 0 . 2 , 0 . 4 , 0 . 5 , 0 . 6 , 0 . 8 , 1 ] \) using a
---
4 The distributions of mock \( \dot { m } \) are very similar across the models, with median values (and related 16th and 84th percentiles) of \( 0 . 1 6 _ { 0 . 0 4 } ^ { 0 . 6 9 } \),\( 0 . 1 5 _ { 0 . 0 5 } ^ { 0 . 6 5 } \) and \( 0 . 1 4 _ { 0 . 0 4 } ^ { 0 . 5 9 } \) for \( \mu \) = 0, 0.5 and 1, respectively. The tails include Eddington or even super-Eddington sources. We note that the uncer-tainty on the modeled \( \dot { m } \), propagated through the ones in the observa-tions, is as large as \( \approx \) \( ( 1 \ \kappa ) \) 5 \( 4 \alpha \) x.
5 XMM-XXL luminosities were obtained in L16 including a Balmer continuum component in the fit (refer to Shen & Liu 2012), although for the RM-QSO this component was switched o (Shen et al. 2018). For consistency, a rigid shift of −0.12 dex was applied to the RM-QSO \( L _ { 3 0 0 0 \delta } \) (Shen & Liu 2012) for obtaining the contours displayed in Fig. 8. |
20750630_9.pdf | en | A&A proofs: manuscript no. paper\_disc\_corona\_LXvsLUV
Fig. 8. 1-, 2- and 3-sigma contours of the emcee regressions in the slope-normalization \( ( { \widehat { \beta } } - { \widehat { \alpha } } ) \) plane of the \( L _ { X } - L _ { U V } \) for both data and models, normalizing all \( L _ { X } \) and \( L _ { I I V } \) to the corresponding median val-ues of XMM-XXL. Dark green contours are related to the cleanest XMM-XXL sample (Appendix B) and the light green ones to the RM-QSO sources. The contour of the models are color coded for \( \mu \) \( = \)\( [ 0 , 0 . 2 , 0 . 4 , 0 . 5 , 0 . 6 , 0 . 8 , 1 ] \), as shown in the legend. For simplicity, we report for each \( \mu \) only results obtained with a single \( f _ { m a x } \), correspond-ing to the highest \( r ^ { 2 } \)-score, and fixed \( \alpha _ { 0 } = 0 . 0 2 \). Models that reproduce the observed slope \( _ { - } \) are also the ones that show weaker coronae (lower normalization \( \widehat { \alpha } \)).
single \( f _ { m a x } \), corresponding to the highest \( r ^ { 2 } \)-score (e.g., Fig. 6) for each \( \mu \), and a fixed \( \alpha _ { 0 } = 0 . 0 2 \), for simplicity.
Fig. 8 shows that models reproducing the observed slope, namely the ones with higher \( \mu \) (as in middle panel of Fig. 7), are also the ones that show weaker coronae (lower normalization \( \bar { \alpha } \) b) and overly extended \( L _ { 2 k e V } \)-emission (i.e. higher \( r _ { p e a k } \) and \( r _ { 9 0 } \), top panel of Fig. 7).
# 5.5. The 3D plane: \( L _ { X } \) vs \( L r r \) vs m
As shown by LR17, the \( L _ { X } - L _ { U V } \) relation for AGN is rather a three-dimensional problem, with the mass (or its proxy given by the full-width half-maximum of broad emission lines) playing a significant role as well. The observed \( L _ { X } - L _ { U V } - m \) plane from XMM-XXL can be fit by:
\[ \begin{array} { c } { { \log L _ { 2 k e V } - 2 5 = ( - 0 . 9 1 \pm 0 . 1 3 ) + ( 0 . 3 9 \pm 0 . 0 3 ) ( \log L _ { 3 0 0 0 \hat { \mathbf { A } } } - 2 5 ) } } \\ { { + \left( 0 . 2 3 \pm 0 . 0 4 \right) ( \log m - 7 ) } } \\ { { ( 1 5 ) } } \end{array} \]
and the mock \( L _ { X } - L _ { U V } - m \) from models with \( \mu \)= 0, 0.5 and 1, respectively:
\[ \begin{array} { c } { { \log L _ { 2 k e V } - 2 5 = ( - 3 . 4 9 \pm 0 . 1 5 ) + ( 1 . 0 8 \pm 0 . 0 3 ) ( \log L _ { 3 0 0 0 \AA } - 2 5 ) } } \\ { { - \, ( 0 . 2 7 \pm 0 . 0 3 ) ( \log m - 7 ) } } \\ { { { } } } \\ { { \log L _ { 2 k e V } - 2 5 = ( - 2 . 4 1 \pm 0 . 1 5 ) + ( 0 . 7 3 \pm 0 . 0 1 ) ( \log L _ { 3 0 0 0 \AA } - 2 5 ) } } \\ { { + \, ( 0 . 0 1 3 \pm 0 . 0 0 4 ) ( \log m - 7 ) } } \\ { { { } } } \\ { { \log L _ { 2 k e V } - 2 5 = ( - 2 . 2 8 \pm 0 . 0 8 ) + ( 0 . 5 7 \pm 0 . 0 2 ) ( \log L _ { 3 0 0 0 \AA } - 2 5 ) } } \\ { { { } } } \\ { { + \, ( 0 . 1 4 \pm 0 . 0 2 ) ( \log m - 7 ) } } \end{array} \]
Fig. 9. Same as Fig. 8, with the addition of empty contours for \( \mu \)=0.4, 0.5 and 0.6 (color coded in the legend) obtained with maximally spinning black holes (i.e. with \( \epsilon _ { 0 } = 0 . 3 \) and \( r _ { 0 } \, = \, 1 . 2 4 r _ { g } \). The dashed lines connect them to the non-spinning analogous realizations. Dark-red density spots represent the location of the center of dierent contours of the standard \( \mu \) = 0.5 case, in which the only dierence is the adoption of \( \eta \) (downward scattering component) varying among 0.4, 0.5 and 0.6, going from higher to lower \( \widehat { \alpha } \), respectively.
The comparison in the 3D plane states that the exact dependency is not obtained by any of the models, with \( \mu \) = 1 being the clos-est in qualitatively retrieving the coecients for \( L _ { 3 0 0 0 \mathring { \mathrm { A } } } \) and m. We note that the mass is taken from the observations, thus this mismatch states that the luminosities in the model do not depend on the mass in the correct way.
# 5.6. The impact of the accretion efficiency
Throughout this work we adopted an eciency \( \epsilon _ { 0 } = 0 . 0 5 7 \), typ-ical of non-rotating black holes (e.g. Shapiro 2005), for sim-plicity. Nonetheless, a high spin seems to be preferred to model the blurred relativistic iron line, detected both in the local Uni-verse (Nandra et al. 2007; Reynolds 2013) and up to \( z \sim \) 4 (e.g. Baronchelli et al. 2018). Moreover, flux-limited samples are known to be biased in preferentially detecting high-spinning black holes (Brenneman et al. 2011; Vasudevan et al. 2016), sim-ply because they are brighter than their non-rotating analogous (see Reynolds 2019).
Then, we tested the model using maximally-spinning black holes, with radiative eciency 0.3 and ISCO down to \( r _ { 0 } = \)\( 1 . 2 4 r _ { g } \)(Thorne 1974). This has a major impact on the normal-ization axis of the \( L _ { X } - L _ { U V } . \). Everything else in the source being equal, in a spinning black hole matter can be accreted down to smaller distances with respect to their non-rotating companions, thus the accretion power in the system is much higher. As a mat-ter of fact, changing the radiative eciency has an impact on the numerical equation that regulates f(r): for the same m and \( \dot { m } \) and \( r > \) 3 the values of f is higher, and the transition radius between \( P _ { r a d } - \) and \( P _ { g a s } \)-dominated regions moves at lower radii. This self-consistently aects the disk equations via the \( ( 1 - \tilde { f } ) \) factor (see Appendix A), hence the surface temperature is de-creased at higher radii, where most of the disk emission at 3000Åcomes from. Then, the modeled \( \dot { m } \) value needed to match the observed \( L _ { 3 0 0 0 \mathring \mathrm { A } } \) is higher (see Section 4.2) and, consequently, \( L _ { 2 k e V } \propto f Q _ { + } \) is higher. |
2590296_47.pdf | en | <table><tr><td rowspan="4">项目</td><td colspan="13">上期</td></tr><tr><td colspan="11">归属于母公司所有者权益</td><td rowspan="3">少
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续
债</td><td>其
他</td></tr><tr><td>一、上年期末余额</td><td>6,000,000.00</td><td></td><td></td><td></td><td>7,978,159.70</td><td></td><td></td><td></td><td>930,123.81</td><td></td><td>8,371,114.25</td><td></td><td>23,279,397.76</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><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><td></td></tr><tr><td>同一控制下企业合并</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><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><td></td></tr><tr><td>二、本年期初余额</td><td>6,000,000.00</td><td></td><td></td><td></td><td>7,978,159.70</td><td></td><td></td><td></td><td>930,123.81</td><td></td><td>8,371,114.25</td><td></td><td>23,279,397.76</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>1,741,331.59</td><td></td><td>9,671,984.35</td><td></td><td>11,413,315.94</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></td><td>17,413,315.94</td><td></td><td>17,413,315.94</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><td></td></tr><tr><td>1．股东投入的普通股</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><td></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><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><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><td></td></tr></table> |
2590296_48.pdf | en | <table><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>1,741,331.59</td><td></td><td>-7,741,331.59</td><td></td><td>-6,000,000.00</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>1,741,331.59</td><td></td><td>-1,741,331.59</td><td></td><td></td></tr><tr><td>2．提取一般风险准备</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><td></td></tr><tr><td>3．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>-6,000,000.00</td><td></td><td>-6,000,000.00</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><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><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><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><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><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><td></td></tr><tr><td>5.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><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><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><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><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><td></td></tr><tr><td>四、本年期末余额</td><td>6,000,000.00</td><td></td><td></td><td></td><td>7,978,159.70</td><td></td><td></td><td></td><td>2,671,455.40</td><td></td><td>18,043,098.60</td><td></td><td>34,692,713.700</td></tr></table>
<table><tr><td>法定代表人：于涛</td><td>主管会计工作负责人：陶慧隽</td><td>会计机构负责人：陶慧隽</td></tr></table> |
4035373_66.pdf | en | <table><tr><td></td><td></td><td></td><td>3-4 年 120.224.00 元
4-5 年 993.314.00 元</td><td></td></tr><tr><td>广东灏盈基金管理有限公司</td><td>非关联方</td><td>3,556,100.00</td><td>1 年以内</td><td>10.33</td></tr><tr><td>张梦</td><td>非关联方</td><td>2,156,000.00</td><td>1 年以内</td><td>6.26</td></tr><tr><td>朱东恩</td><td>非关联方</td><td>1,950,000.00</td><td>1 年以内</td><td>5.66</td></tr><tr><td>中昌汇金融资租赁（深圳）有
限公司</td><td>非关联方</td><td>928,544.00</td><td>1 年以内</td><td>2.70</td></tr><tr><td>合计</td><td></td><td>17,260,593.77</td><td></td><td>50.13</td></tr></table>
# （五） 存货及跌价准备
<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>跌价准备</td><td>账面价值</td><td>账面余额</td><td>跌价准备</td><td>账面价值</td></tr><tr><td>原材料</td><td>8,327,344.39</td><td></td><td>8,327,344.39</td><td>7,774,627.42</td><td></td><td>7,774,627.42</td></tr><tr><td>在产品</td><td>982,105.32</td><td></td><td>982,105.32</td><td>423,150.26</td><td></td><td>423,150.26</td></tr><tr><td>库存商品</td><td>3,385,752.68</td><td></td><td>3,385,752.68</td><td>3,033,413.89</td><td></td><td>3,033,413.89</td></tr><tr><td>发出商品</td><td>20,343,430.14</td><td></td><td>20,343,430.14</td><td>22,987,219.55</td><td></td><td>22,987,219.55</td></tr><tr><td>合计</td><td>33,038,632.53</td><td></td><td>33,038,632.53</td><td>34,218,411.12</td><td></td><td>34,218,411.12</td></tr></table>
# （六） 长期股权投资
<table><tr><td rowspan="2">被投资单位</td><td rowspan="2">期初数</td><td colspan="5">增减变动</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></tr><tr><td>长沙高盛奥莎投资管理
中心（有限合伙）</td><td>4,454,236.68</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>合计</td><td>4,454,236.68</td><td></td><td></td><td></td><td></td><td></td></tr></table>
续：
<table><tr><td rowspan="2">被投资单位</td><td colspan="3">增减变动</td><td rowspan="2">期末数</td><td rowspan="2">减值准备期末余额</td></tr><tr><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>长沙高盛奥莎投资管
理中心（有限合伙）</td><td></td><td></td><td></td><td>4,454,236.68</td><td></td></tr><tr><td>合计</td><td></td><td></td><td></td><td>4,454,236.68</td><td></td></tr></table>
# （七） 固定资产
# 固定资产情况
<table><tr><td>项目</td><td>房屋建筑物</td><td>机器设备</td><td>运输工具</td><td>电子设备</td><td>办公设备及
其他</td><td>合计</td></tr><tr><td>一、账面原值</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（1）期初数</td><td>22,815,623.99</td><td>21,389,570.68</td><td>2,530,087.10</td><td>387,293.04</td><td>82,403.99</td><td>47,204,978.80</td></tr><tr><td>（2）本期增加
金额</td><td></td><td>580,341.87</td><td>184,300.00</td><td></td><td>2,920.00</td><td>767,561.87</td></tr><tr><td>本期购置</td><td></td><td>580,341.87</td><td>184,300.00</td><td></td><td>2,920.00</td><td>767,561.87</td></tr></table> |
4035373_67.pdf | en | <table><tr><td>在建工程转入</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>企业合并增加</td><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><td></td></tr><tr><td>处置或报废</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>企业合并减少</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（4）期末数</td><td>22,815,623.99</td><td>21,969,912.55</td><td>2,714,387.10</td><td>387,293.04</td><td>85,323.99</td><td>47,972,540.67</td></tr><tr><td>二、累计折旧</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（1）期初数</td><td>2,882,897.85</td><td>8,611,054.24</td><td>2,083,614.72</td><td>305,633.49</td><td>68,573.01</td><td>13,951,773.31</td></tr><tr><td>（2）本期增加
金额</td><td>449,080.03</td><td>1,168,870.23</td><td>41,351.43</td><td>5,288.60</td><td>347.10</td><td>1,664,937.39</td></tr><tr><td>本期计提</td><td>449,080.03</td><td>1,168,870.23</td><td>41,351.43</td><td>5,288.60</td><td>347.10</td><td>1,664,937.39</td></tr><tr><td>企业合并增加</td><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><td></td></tr><tr><td>（4）期末数</td><td>3,331,977.88</td><td>9,779,924.47</td><td>2,124,966.15</td><td>310,922.09</td><td>68,920.11</td><td>15,616,710.70</td></tr><tr><td>三、减值准备</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（1）期初数</td><td></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><td></td></tr><tr><td>本期计提</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></tr><tr><td>（3）本期减少
金额</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>处置或报废</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></tr><tr><td>（4）期末数</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>四、账面价值
合计</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>期末数</td><td>19,483,646.11</td><td>12,189,988.08</td><td>589,420.95</td><td>76,370.95</td><td>16,403.89</td><td>32,355,829.97</td></tr><tr><td>期初数</td><td>19,932,726.14</td><td>12,778,516.44</td><td>446,472.38</td><td>81,659.55</td><td>13,830.98</td><td>33,253,205.49</td></tr></table>
1．2018 年 1-6 月计提折旧额 1,664,937.39 元。
# 2．期无在建工程转入固定资产情况。
3．本报告期内抵押的固定资产。
<table><tr><td>被抵押资产名称</td><td>权属证明</td></tr></table> |
11779165_90.pdf | en | <table><tr><td rowspan="3"></td><td colspan="9">Attributable to owners of the Company</td><td rowspan="2">Non-
controlling
interest</td><td rowspan="2">Total
equity</td></tr><tr><td>Share
capital</td><td>Share
premium</td><td>Convertible
bonds</td><td>Share option
reserve</td><td>Merger
reserve
(Note 20(a))</td><td>Other
reserves
(Note 20(b))</td><td>Exchange
reserve</td><td>Accumulated
losses</td><td>Total</td></tr><tr><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td></tr><tr><td>Balance at 1 April 2018</td><td>1,188</td><td>47,752</td><td>38,954</td><td>1,096</td><td>(63,808)</td><td>13,636</td><td>(567)</td><td>(18,919)</td><td>19,332</td><td>4,290</td><td>23,622</td></tr><tr><td>Comprehensive (loss)/income</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>Profit for the year</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>10,090</td><td>10,090</td><td>(18)</td><td>10,072</td></tr><tr><td>Other comprehensive loss</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>Currency translation differences</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(2,865)</td><td>—</td><td>(2,865)</td><td>(284)</td><td>(3,149)</td></tr><tr><td>Total comprehensive (loss)/income</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(2,865)</td><td>10,090</td><td>7,225</td><td>(302)</td><td>6,923</td></tr><tr><td>Transactions with owners in their
capacity as owners</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>Employee share option scheme:</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>— Exercise of share options</td><td>8</td><td>1,336</td><td>—</td><td>(388)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>956</td><td>—</td><td>956</td></tr><tr><td>Conversion of convertible bond</td><td>25</td><td>5,575</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>5,600</td><td>—</td><td>5,600</td></tr><tr><td>Balance at 31 March 2019</td><td>1,221</td><td>54,663</td><td>38,954</td><td>708</td><td>(63,808)</td><td>13,636</td><td>(3,432)</td><td>(8,829)</td><td>33,113</td><td>3,988</td><td>37,101</td></tr></table>
The accompanying notes are an integral part of this consolidated financial statements. |
11779165_91.pdf | en | <table><tr><td rowspan="3"></td><td colspan="9">Attributable to owners of the Company</td><td rowspan="2">Non-
controlling
interest</td><td rowspan="2">Total
equity</td></tr><tr><td>Share
capital</td><td>Share
premium</td><td>Convertible
bonds</td><td>Share option
reserve</td><td>Merger
reserve
(Note 20(a))</td><td>Other
reserves
(Note 20(b))</td><td>Exchange
reserve</td><td>Accumulated
losses</td><td>Total</td></tr><tr><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td></tr><tr><td>Balance at 1 April 2019</td><td>1,221</td><td>54,663</td><td>38,954</td><td>708</td><td>(63,808)</td><td>13,636</td><td>(3,432)</td><td>(8,829)</td><td>33,113</td><td>3,988</td><td>37,101</td></tr><tr><td>Comprehensive (loss)/income</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>Loss for the year</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(10,209)</td><td>(10,209)</td><td>233</td><td>(9,976)</td></tr><tr><td>Other comprehensive loss</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>Currency translation differences</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(2,039)</td><td>—</td><td>(2,039)</td><td>(202)</td><td>(2,241)</td></tr><tr><td>Total comprehensive loss</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(2,039)</td><td>(10,209)</td><td>(12,248)</td><td>31</td><td>(12,217)</td></tr><tr><td>Balance at 31 March 2020</td><td>1,221</td><td>54,663</td><td>38,954</td><td>708</td><td>(63,808)</td><td>13,636</td><td>(5,471)</td><td>(19,038)</td><td>20,865</td><td>4,019</td><td>24,884</td></tr></table>
The accompanying notes are an integral part of this consolidated financial statements. |
3458862_317.pdf | en | obtaining prior authorization from the Company or any other member of the Company Group: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by the U.S. Securities and Exchange Commission (the “SEC”) or any other governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to an employee individually from any Governmental Authority; (iii) testifying, participating or otherwise assisting in an action or proceeding by any Governmental Authorities relating to a possible violation of law, including providing documents or other confidential information to Governmental Authorities; or (iv) receiving an award for information provided to the SEC or any other Governmental Authority. This Agreement shall not be construed or applied to require Employee to obtain prior authorization from the Company or any other member of the Company Group before engaging in any of the foregoing conduct referenced in this Section 6.1(c), or to notify the Company of having engaged in any such conduct.
# 6.2 Nature of Business.
(a) Acknowledgment of Competitive Business. Executive acknowledges and agrees that the Company is engaged in a highly competitive industry and must protect its Confidential Information against unauthorized use or disclosure that would irreparably harm the Company’s interests. Executive recognizes that the disclosure by the Company to Executive of certain of its Confidential Information will be necessary and useful to Executive in the performance of Executive’s job duties for the Company under this Agreement. As a result, Executive will have access to Confidential Information that could be used by the Company’s competitors in a manner which would irreparably harm the Company’s competitive position in the marketplace.
(b) Acknowledgment of Need for Protection. Executive further acknowledges and agrees that it would be virtually impossible for Executive to ignore all knowledge of the Company’s Confidential Information if Executive were to engage in competition with the Company. It is, therefore, reasonable and proper for the Company to protect against the intentional or inadvertent use of such Confidential Information. Accordingly, Executive agrees that restrictions on competition and soliciting the Company’s customers or employees during Executive’s employment under this Agreement and for a reasonable period of time thereafter are appropriate and necessary for the protection of the Company’s Confidential Information, goodwill, and other legitimate business interests.
# ARTICLE VII
# NON-SOLICITATION AND NON-COMPETITION
7.1 Non-Solicitation and Non-Competition. Ancillary to the agreements to provide Executive with the Confidential Information as set forth above, and in order to aid in the enforcement of those agreements and as a condition of Executive’s employment hereunder, Executive agrees that, during the Term and for a period of two (2) years after the termination of Executive’s employment with the Company (or, in the event Executive is entitled to the payments and benefits described in Section 4.3(c) hereof, for a period of one (1) year after |
3458862_318.pdf | en | termination of Executive’s employment with the Company) (as applicable, the “Prohibited Period”), Executive will:
(a) refrain from carrying on or engaging in the Business in the Restricted Area. Executive agrees and covenants that, because the following conduct would effectively constitute carrying on or engaging in the Business, Executive will not, and Executive will cause Executive’s affiliates not to, in the Restricted Area during the Prohibited Period: directly or indirectly, own, manage, operate, join, become an employee of, control or participate in or be connected with any business, individual, partnership, firm, corporation or other entity which engages in the Business;
(b) refrain from, and cause Executive’s affiliates to refrain from, soliciting or causing to be solicited any customer of the Company that was a customer of the Company in the Restricted Area during the period when Executive was employed by the Company; and
(c) refrain from, and cause Executive’s affiliates to refrain from, engaging or employing or soliciting or contacting with a view to the engagement or employment of, any person who is an officer or employee of the Company.
7.2 Exception for Equity Ownership. Notwithstanding the restrictions contained in Section 7.1, Executive or any of Executive’s affiliates may own (a) less than five percent (5%) of any equity security registered under the Exchange Act, in any entity engaged in the Business, provided that neither Executive nor Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such entity and is not involved in the management of such entity, and (b) those equity investments owned by Executive as of the date of this Agreement as previously disclosed in writing to and agreed by the Board.
7.3 Exception Within Certain States. Notwithstanding the restrictions contained in Section 7.1, within those areas of the State of Oklahoma that are within the Restricted Area (the “Oklahoma Restricted Area”), the restrictions in Sections 7.1(a) and 7.1(b) shall not apply after Executive’s employment with the Company has ended but before the Prohibited Period has expired; provided, however, that at no point during the Prohibited Period shall Executive, within the Oklahoma Restricted Area, solicit goods, services or a combination of goods and services from any established customer of the Company. Further, within those areas of the States of California or North Dakota that are within the Restricted Area, the restrictions contained in Section 7.1(a) and Section 7.1(b) shall not apply following the date that Executive is no longer employed by the Company and, during such period, Section 7.1(c) shall be applied within the States of California and North Dakota only to prohibit Executive from, directly or indirectly, soliciting or contacting with a view to the engagement or employment of, any person who is an officer or employee of the Company or otherwise directly or indirectly interfering with or raiding the Company’s employees.
# ARTICLE VIII
# SURVIVAL OF COVENANTS, ENFORCEMENT OF COVENANTS AND REMEDIES
8.1 Survival of Covenants. Executive acknowledges and agrees that Executive’s covenants in Articles V, VI and VII, and those provisions necessary to interpret and enforce them, shall survive the termination of this Agreement, and the existence of any claim or cause |
2544273_47.pdf | en | <table><tr><td rowspan="3">类别</td><td colspan="5">年初余额</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>按信用风险特征组合计提坏账准
备的其他应收款</td><td>81,177.00</td><td>100.00</td><td></td><td></td><td>81,177.00</td></tr><tr><td>其中：低风险组合</td><td>81,177.00</td><td>100.00</td><td></td><td></td><td>81,177.00</td></tr><tr><td>账龄分析组合</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>单项金额不重大但单独计提坏账
准备的其他应收款</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>合计</td><td>81,177.00</td><td>100.00</td><td></td><td></td><td>81,177.00</td></tr></table>
# ②其他应收款按款项性质分类情况
<table><tr><td>款项性质</td><td>期末账面余额</td><td>年初账面余额</td></tr><tr><td>备用金</td><td>102,599.00</td><td>72,885.00</td></tr><tr><td>保证金</td><td></td><td>8,292.00</td></tr><tr><td>其他</td><td>344.10</td><td></td></tr><tr><td>往来款项</td><td>8,180,000.01</td><td></td></tr><tr><td>合计</td><td>8,282,943.11</td><td>81,177.00</td></tr></table>
# 5、存货
# （1）存货分类
<table><tr><td rowspan="2">项目</td><td colspan="3">期末余额</td></tr><tr><td>账面余额</td><td>跌价准备</td><td>账面价值</td></tr><tr><td>原材料</td><td>3,657,105.50</td><td>40,277.23</td><td>3,616,828.27</td></tr><tr><td>周转材料</td><td>70,327.13</td><td>1,569.72</td><td>68,757.41</td></tr><tr><td>产成品</td><td>1,932,249.94</td><td>69,644.25</td><td>1,862,605.69</td></tr><tr><td>发出商品</td><td>348,631.99</td><td></td><td>348,631.99</td></tr><tr><td>合计</td><td>6,008,314.56</td><td>111,491.20</td><td>5,896,823.36</td></tr></table>
（续）
<table><tr><td rowspan="2">项目</td><td colspan="3">年初余额</td></tr><tr><td>账面余额</td><td>跌价准备</td><td>账面价值</td></tr><tr><td>原材料</td><td>3,168,129.57</td><td>40,277.23</td><td>3,127,852.34</td></tr><tr><td>在产品</td><td>61,573.71</td><td>1,569.72</td><td>60,003.99</td></tr></table> |
2544273_48.pdf | en | <table><tr><td rowspan="2">项目</td><td colspan="3">年初余额</td></tr><tr><td>账面余额</td><td>跌价准备</td><td>账面价值</td></tr><tr><td>库存商品</td><td>1,549,018.78</td><td>69,644.25</td><td>1,479,374.53</td></tr><tr><td>周转材料</td><td>574,955.65</td><td></td><td>574,955.65</td></tr><tr><td>合计</td><td>5,353,677.71</td><td>111,491.20</td><td>5,242,186.51</td></tr></table>
# （2）存货跌价准备
<table><tr><td rowspan="2">项目</td><td rowspan="2">年初余额</td><td colspan="2">本期增加金额</td><td colspan="2">本期减少金额</td><td rowspan="2">期末余额</td></tr><tr><td>计提</td><td>其他</td><td>转回或转销</td><td>其他</td></tr><tr><td>原材料</td><td>40,277.23</td><td></td><td></td><td></td><td></td><td>40,277.23</td></tr><tr><td>周转材料</td><td>1,569.72</td><td></td><td></td><td></td><td></td><td>1,569.72</td></tr><tr><td>产成品</td><td>69,644.25</td><td></td><td></td><td></td><td></td><td>69,644.25</td></tr><tr><td>合计</td><td>111,491.20</td><td></td><td></td><td></td><td></td><td>111,491.20</td></tr></table>
# 6、其他流动资产
<table><tr><td>项目</td><td>期末余额</td><td>年初余额</td></tr><tr><td>预缴企业所得税</td><td>0.01</td><td></td></tr><tr><td>待摊费用</td><td>206,573.14</td><td>20,200.80</td></tr><tr><td>合计</td><td>206,573.15</td><td>20,200.80</td></tr></table>
# 7、固定资产
<table><tr><td>项目</td><td>期末余额</td><td>年初余额</td></tr><tr><td>固定资产</td><td>5,016,984.85</td><td>5,166,082.38</td></tr><tr><td>固定资产清理</td><td></td><td></td></tr><tr><td>合计</td><td>5,016,984.85</td><td>5,166,082.38</td></tr></table>
# （1）固定资产
# ①固定资产情况
<table><tr><td>项目</td><td>房屋及建筑物</td><td>机器设备</td><td>运输设备</td><td>办公及研发设备</td><td>合计</td></tr><tr><td>一、账面原值</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1、年初余额</td><td>7,228,819.60</td><td>3,066,508.90</td><td>622,222.86</td><td>1,220,992.89</td><td>12,138,544.25</td></tr><tr><td>2、本期增加金额</td><td></td><td></td><td>156,595.87</td><td>15,727.63</td><td>172,323.50</td></tr><tr><td>（1）购置</td><td></td><td></td><td>156,595.87</td><td>15,727.63</td><td>172,323.50</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）处置或报废</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4、期末余额</td><td>7,228,819.60</td><td>3,066,508.90</td><td>778,818.73</td><td>1,236,720.52</td><td>12,310,867.75</td></tr><tr><td>二、累计折旧</td><td></td><td></td><td></td><td></td><td></td></tr></table> |
11795505_7.pdf | en | Figure 5. Observed spectral energy distribution of GRB 160625B (points) at late times, interpolated as necessary to the indicated dates, and the best fits given by boxfit (lines) at indicated participation fraction \( \xi \), using an constant CBM density profile. Data denoted by grey points are ignored in the fitting (see text).
with spectra produced by boxfit at these epochs. The power-law slope of the SED, \( \beta \), between the optical (r) and X-ray (5 keV) bands, steepens slightly over time, from −0.79 ± 0.02 between 3 and 10 d to −0.86 ± 0.04 at 141 d. This is steeper than −0.65, expected from \( p \approx \) 2.3 implied by the early optical and X-ray light curves (see Section 4.2.1) for \( \nu < \nu _ { c } \), but shallower than−1.15, which is expected for \( \nu > \nu _ { c } \). Alexander et al. (2017) obtain an early X-ray spectral slope similar to this, \( \beta _ { X } = - 0 . 8 6 _ { - 0 . 1 0 } ^ { + 0 . 0 9 } \), and explain this as \( \nu _ { c } \) being lo-catedj ust below the X-ray band. However, according to the UKSSDC Swift Burst Analyser11 the X-ray pho-ton index \( \Gamma _ { X } \) (and thus the spectral slope in X-ray) does not significantly evolve over the first 30 d but stays around ∼ 1.8, after which the spectrum seems to flatten to \( \Gamma _ { X } \sim \)\( 1 . 1 \). This feature may not be real, though, as the Burst Analyzer light curve deviates much more from a clean power law when this is used in flux calculation– thus we assume a constant \( \Gamma _ { X } \) 12. If \( \nu _ { c } \) was initially just below X-ray and changed as \( \nu _ { c } \propto t ^ { - 1 / 2 } \), one would expect the spectrum to instead steepen over time to its \( \nu \gg \nu _ { c } \) value. We discuss this evolution further in Sec-tion 4.2.1.
Figure 6. Observed F160W (extinction-corrected), X-ray and interpolated 6 and 9 GHz light curves of the afterglow of GRB 160509A (points) and our power law fits including the broken power laws described by Eq. 1 (lines). The red triangle is the upper limit of the F160W flux at 24.8 d. X-ray flux densities from Swift/XRT (solid triangles) and Chan-dra/ACIS-S (open triangles) are reported at 5 keV. Both choices of \( \omega \) fit the late light curve equally well. The early light curve exhibits a shallower decay and another break, and thus points before \( 4 \times 1 0 ^ { 4 } \) s (grey) are ignored.
# 3.2. GRB 160509A
It was noted in Laskar et al. (2016) that the host galaxy of GRB 160509A contributes substantially to the
---
11 http://www.swift.ac.uk/burst analyser/00020667/12 The post-break X-ray slope would not change by changing \( \Gamma _ { x } \) at the latest Swift points, as Chandra points would be affected equally – but \( t _ { j , \mathrm { X } } \) could be delayed. |
11795505_8.pdf | en | optical and infrared photometry, and that the event oc-curred behind a significant amount of extinction in the host galaxy. In order to estimate the host galaxy extinc-tion along the line of sight to the GRB, we removed the foreground Galactic reddening of \( E ( B - V ) \) = 0.2519 mag (Schlafly & Finkbeiner 2011) using the Cardelli et al. (1989) law, and assumed a \( f _ { \nu } \propto \nu ^ { \beta } \) SED, where \( \beta = - \) 0.6 (consistent with \( \nu < \nu _ { c } \) and \( p \approx \) 2.2, deter-mined based on the X-ray spectrum and light curve by Laskar et al. 2016). For the host, we assume the Pei (1992) extinction law for the Small Magellanic Cloud (SMC), as both Kann et al. (2006) and Schady et al. (2012) found the extinction curve in the SMC consis-tent with their samples. We fitted the observed optical-infrared SED simultaneously at two epochs, corrected using this extinction curve, to find the required extinc-tion correction to match \( \beta = - \) 0.6. The GRB flux in the \( g ^ { \prime } \) band at 1 d was estimated by subtracting the observed flux at 28 d (\( g ^ { \prime } = 2 5 . 3 9 \pm \) 0.12; Laskar et al. 2016) from the flux at 1.0 d \( ( g ^ { \prime } = 2 5 . 0 3 \pm \) 0.15; Cenko et al. 2016). The host is assumed to dominate at 28 d due to the flatness of the light curve even after the X-ray break. In the J band, we subtracted the flux of the host galaxy measured in the HST F110W filter (using a 1 arcsec aperture) from the flux at 1.2 d (\( J \approx \) 19.7;Tanvir et al. 2016). The \( r ^ { \prime } \) band was not included in the SED, as the late and early fluxes are consistent within 1 \( \sigma \) (Cenko et al. 2016; Laskar et al. 2016). Our F110W and F160W observations at 35.3 d made up the other epoch to be fitted simultaneously. The resulting host extinction is \( A _ { V } = 2 . 8 \pm 0 . 1 \) mag in the rest-frame (this is somewhat lower than the result obtained by Laskar et al. 2016, using an afterglow model fit where the host flux was a free parameter). Using the Pei (1992) law, the extinction correction in F160W (approximately i-band in the rest frame) is thus 1.5 mag. In the Milky Way, the adopted \( N _ { \mathrm { H , i n t } } = 1 . 5 2 \times 1 0 ^ { 2 2 } \) \( \mathrm { c m ^ { - 2 } } \) would cor-¨respond to \( A _ { V } \approx 6 . 9 \) mag (G¨uver & Ozel2009), sug-gesting a low \( A _ { V } / N _ { H } \) ratio for Milky Way standards but higher than that of most GRB hosts. This ratio is consistent with the \( A _ { V } \) vs. \( N _ { H } / A _ { V } \) relation in Kr¨uhler et al. (2011). As in the case of GRB 160625B, we com-bined our Chandra data of GRB 160509A with the data from the Swift/XRT light curve repository converted to 5 keV flux densities.
The CIRCE H-band fluxes were converted to the nar-rower F160W filter assuming \( \beta \, = \, - \) 0.6. The F160W and X-ray data and our power-law fits are presented in Figure 6, and the parameters of the fits are listed in Table 7. For our power law fits we ignore the data points before \( \sim | \)\( \mathbf { i } \cdot \mathbf { j } \) 5 d \( ( 4 \times 1 0 ^ { 4 } \) s), as the early X-ray light curve may contain a plateau and/or a flare; see Figure Table 7. Parameters of the best smooth broken power law fits to the GRB 160509A X-ray light curve.
<table><tr><td>Parameter</td><td>\( \omega \) = 3</td><td>\( \omega \) = 10</td></tr><tr><td>\( t _ { j , \mathrm { X } } \)</td><td>3.2 \( \pm \) 0.9 d</td><td> 3.7 \( \pm \) 0.8 d</td></tr><tr><td>\( _ { \alpha 1 , \mathrm { x } } \)</td><td>−1.06 ± 0.10</td><td>−1.20 ± 0.06</td></tr><tr><td>\( \alpha _ { 2 , \mathrm { X } } \)</td><td>−1.98 ± 0.10</td><td>−1.96 ± 0.09</td></tr><tr><td>Reduced \( \chi ^ { 2 } \)</td><td>0.84</td><td>0.85</td></tr></table>
6. In this case the smooth- and sharp-break scenarios give similar results: the best fit for the post-break de-cline for \( \omega \) = 3 is \( \alpha _ { 2 , \mathrm { X } } = - 1 . 9 8 \pm 0 . 1 0 \) and for \( \omega \) = 10,\( \alpha _ { 2 , \mathrm { X } } \, = \, - 1 . 9 6 \pm 0 . 0 9 \). Thej et-break times, 3.2 \( \pm \) 0.9 d and 3.7 \( \pm \) 0.8 d, respectively, are consistent with each other as well.
In the radio, we obtained the fluxes at 6 and 9 GHz at the epochs earlier than 79.9 d by power-law interpolation between observed fluxes – our measurements at 36.9 d and those published in Laskar et al. (2016) at earlier times. We then fitted a single power law to the points where the reverse shock should no longer dominate the radio flux (i.e. \( \geq \) 10 days; Laskar et al. 2016). The resulting decline slopes are \( \alpha _ { \mathrm { 6 G H z } } \, = \, - 0 . 9 1 \pm 0 . 1 1 \) and \( \alpha _ { 9 \mathrm { G H z } } = - 0 . 9 2 \pm 0 . 1 3 \). Since the reverse shock may still be contributing a non-negligible fraction of the flux at 10 d, we also performed the fit without this epoch. The results are consistent but less constraining: \( \alpha _ { \mathrm { 6 G H z } } = \)−1.07 ± 0.18 and \( \alpha _ { 9 \mathrm { { G H z } } } \; = \; - 0 . 9 2 \pm 0 . 2 1 \). The slopes at other frequencies between 5 and 16 GHz, fitted from 10 to 20 d, are all consistent with these, ranging from−0.80 ± 0.10 (7.4 GHz) to −1.02 ± 0.04 (8.5 GHz). In F160W and/or H, we only have two points and an upper limit; therefore we simply measure the decline assuming a single power law. As the first point at 5.8 d is after thej et break time we obtained from the X-ray fit, there should be no significant deviation from a single power law. The measured decline is \( \alpha _ { 2 , \mathrm { F 1 6 0 W } } = - 2 . 0 9 \pm 0 . 1 0 \), consistent within 1 \( \sigma \) with the X-ray decline.
Using boxfit, we again fitted the light curve at three different values of \( \xi \): 1, 0.1 and 0.01. As with the power-law fits, the X-ray points before 0.6 d were ignored, since boxfit cannot accommodate continuous energy injec-tion. Radio points with a significant reverse shock con-tribution were also ignored (i.e. \( < \) 10 d; at frequencies \( < \) 5 GHz also 10.03 d; see Laskar et al. 2016). We ran boxfit with the boosted-frame wind-like CBM model (with both strong and medium boost) and a lab-frame model with ISM-like CBM, as the lack of optical data makes it difficult to distinguish between different CBM profiles (although the ISM scenario is tentatively favored by Laskar et al. 2016). However, as shown in Figure 7, our fits in a wind CBM do not reproduce thej et break |
20780994_330.pdf | en | <table><tr><td>Location
地點</td><td>Stage of
comlpetion
完工狀況</td><td>Expected
comlpetion date
預計完工日期</td><td>Site area/Gross
floor area
佔地面積╱
建築面積</td><td>Type of use
用途</td><td>Gr’oups
interest
集團權益</td></tr><tr><td colspan="6">PROPERTIES HELD FOR DEVELOPMENT: (Continued)
持有作發展物業：（續）</td></tr><tr><td>A parcel of land in Tie Ji Village,
Hong Shan District, Wuhan,
The Peol’es Reblhppuic of Cina
中華人民共和國
武漢市洪山區
鐵機村之一塊土地</td><td>Under
construction
建造中</td><td>December 2022
(Phase VI)
二零二二年十二月
（第六期）</td><td>390,000 sq.m./
1,731,000 sq.m.
390,000平方米╱
1,731,000平方米</td><td>Office/
Commercial/
Residential
辦公室╱
商業╱住宅</td><td>68%</td></tr><tr><td>A parcel of land in Ma Chi Lu,
Dong Xi Hu District, Wuhan,
The Peol’es Reblhppuic of Cina
中華人民共和國
武漢市東西湖區
馬池路之一塊土地</td><td>Under
construction
建造中</td><td>June 2021
二零二一年六月</td><td>59,000 sq.m./
297,000 sq.m.
59,000平方米╱
297,000平方米</td><td>Commercial/
Residential
商業╱住宅</td><td>55%</td></tr><tr><td>Four parcels of land
in Tu Hu Cun Xia Liao, Danshui,
Huiyang District, Huizhou,
Guandgong Province,
The Peol’blipes Repuc of China
中華人民共和國
廣東省惠州市
惠陽區淡水
土湖村下寮地段之
四塊土地</td><td>Under
construction
建造中</td><td>January 2022
(Phase IV)
二零二二年一月
（第四期）</td><td>187,000 sq.m./
863,000 sq.m.
187,000平方米╱
863,000平方米</td><td>Residential
住宅</td><td>70%</td></tr><tr><td>A parcel of land at east of
Cheng Dong Lu and South of
Tan Jia Ling Dong Lu,
Li Zhou Jie Dao,
Yu Yao County,
Zhejiang Province,
The Peol’es Reblhppuic of Cina
中華人民共和國
浙江省
余姚市
梨洲街道
城東路以東及譚家岭東路以南之
一塊土地</td><td>Under
construction
建造中</td><td>June 2018
二零一八年六月</td><td>208,000 sq.m./
622,000 sq.m.
208,000平方米╱
622,000平方米</td><td>Commercial/
Residential
商業╱住宅</td><td>100%</td></tr></table> |
20780994_331.pdf | en | <table><tr><td>Location
地點</td><td>Stage of
comlpetion
完工狀況</td><td>Expected
comlpetion date
預計完工日期</td><td>Site area/Gross
floor area
佔地面積╱
建築面積</td><td>Type of use
用途</td><td>Gr’oups
interest
集團權益</td></tr><tr><td colspan="6">PROPERTIES HELD FOR DEVELOPMENT: (Continued)
持有作發展物業：（續）</td></tr><tr><td>Four parcels of land
in Bei Da Huai Shu reigon,
HuaiiDiyn strict,
Jinan, Shandong Province,
The P’eolpes Relihipubc of Cna
中華人民共和國
山東省濟南市
槐蔭區北大槐樹片區之
四塊土地</td><td>Under
construction
建造中</td><td>October 2019
二零一九年十月</td><td>89,000 sq.m./
502,000 sq.m.
89,000平方米╱
502,000平方米</td><td>Commercial/
Residential
商業╱住宅</td><td>85%</td></tr><tr><td>A parcel of land at south of
Hua Yuan Lu,
east of Hua Xian Chang Lu, Lixia District,
Jinan, Shandong Province,
The Peol’es Reblhppuic of Cina
中華人民共和國
山東省濟南市
歷下區
花園路南側
化纖廠路東側之
一塊土地</td><td>Under
construction
建造中</td><td>October 2018
二零一八年十月</td><td>112,000 sq.m./
419,000 sq.m.
112,000平方米╱
419,000平方米</td><td>Residential
住宅</td><td>80%</td></tr><tr><td>Four parcels of land at east of Hua Xi Da Dao,
Nan Ming District,
Guiyang, Guizhou Province,
The Peol’es Reblhppuic of Cina
中華人民共和國
貴州省貴陽市
南明區花溪大道東側
之四塊土地</td><td>Under
construction
建造中</td><td>May 2021
二零二一年五月</td><td>248,000 sq.m./
1,566,000 sq.m.
248,000平方米╱
1,566,000平方米</td><td>Commercial/
Residential
商業╱住宅</td><td>51%</td></tr></table> |
20732404_34.pdf | en | <table><tr><td>“Main Board”</td><td>the stock exchange (excluding the option market)
operated by the Stock Exchange which is independent
from and operated in parallel with the Growth Enterprise
Market of the Stock Exchange. For the avoidance of
doubt, the Main Board excludes the Growth Enterprise
Market</td></tr><tr><td>“Memorandum” or
“Memorandum of Association”</td><td>the eihhdgt amende and restated memorandum of
association of the Company adopted by special resolution
on October 8, 2019 with effect from Listing, as amended
from time to time, a summary of which is set out in the
section headed “Appendix IV – Summary of the
Constitution of the Company and Cayman Companies
Law”</td></tr><tr><td>“MOFCOM”</td><td>the Ministry of Commerce of the PRC (中華人民共和國
商務部)</td></tr><tr><td>“NDRC”</td><td>the National Development and Reform Commission (國
家發展和改革委員會)</td></tr><tr><td>“NMPA”</td><td>National Medical Products Administration (國家藥品監
督管理局) and its predecessor, the China Food and Drug
Administration (國家食品藥品監督管理總局)</td></tr><tr><td>“Nomination Committee”</td><td> the nomination committee of the Board</td></tr><tr><td>“Ocean Prominent”</td><td>Ocean Prominent Limited (越揚有限公司), a limited
liability company incorporated in the BVI on March 18,
2014, and one of the Com’pans subsidiyaries</td></tr><tr><td>“Offer Price”</td><td>the final Hong Kong dollar price per Offer Share (before
brokerage of 1%, SFC transaction levy of 0.0027% and
Stock Exchange trading fee of 0.005%) at which Shares
are to be subscribed or purchased pursuant to the Global
Offering, which will be not more than HK$8.95 and is
expected to be not less than HK$8.18, to be determined as
described in “Structure of the Global Offering – (E)
Pricing of the Global Offering” in this prospectus</td></tr><tr><td>“Offer Share(s)”</td><td>the Hong Kong Offer Shares and the International
Offering Shares, where relevant, with any Shares being
issued pursuant to the exercise of the Over-allotment
Option</td></tr></table> |
20732404_35.pdf | en | <table><tr><td>“Over-allotment Option”</td><td>the option to be granted by our Company to the Joint
Global Coordinators (on behalf of the International
Underwriters) under the International Underwriting
Agreement pursuant to which our Company may be
required by the Joint Global Coordinators to allot and
issue up to 37,548,000 additional Shares, representing
approximately 15% of the Offer Shares initially available
under the Global Offering, at the Offer Price to cover
over-allocations in the International Offering, details of
which are described in the section headed “Structure of
the Global Offering” in this prospectus</td></tr><tr><td>“Over-allotment Shares”</td><td>up to 37,548,000 Shares which our Company may be
required to issue at the Offer Price pursuant to the
Over-allotment Option</td></tr><tr><td>“PRC Legal Advisor”</td><td>Commerce & Finance Law Offices</td></tr><tr><td>“Pre-IPO Incentivisation Plans”</td><td> the 2015 Pre-IPO Incentivisation Plan, the 2016 Pre-IPO
Incentivisation Plan and the 2018 Pre-IPO Incentivisation
Plan, the principal terms of which are set out in the
section headed “Appendix V – Statutory and General
Information – Pre-IPO Incentivisation Plans”</td></tr><tr><td>“Pre-IPO Investments”</td><td>the subscription of 55,500,000 Series A Preferred Shares,
125,976,000 Series B Preferred Shares, 145,506,500
Series C Preferred Shares, and 205,262,271 Series D
Preferred Shares by the Pre-IPO Investors at an aggregate
consideration of approximately US$244 million pursuant
to the Series A and B Share Purchase Agreement, Series
B Agreements, Series C Share Purchase Agreement,
Series D1 Share Purchase Agreement and Series D2
Share Purchase Agreement, further information on which
is set forth in the section headed “History, Development
and Corporate Structure – Pre-IPO Investment” in this
prospectus</td></tr><tr><td>“Pre-IPO Investors”</td><td>the Series A Preferred Shareholder, the Series B Preferred
Shareholders, the Series C Preferred Shareholders and the
Series D Preferred Shareholders</td></tr></table> |
9221512_69.pdf | en | # KEY AUDIT MATTERS (continued)
<table><tr><td colspan="2">Impairment assessment of intangible assets, construction in progress (“CIP”) and property, plant
and equipment (“PP&E”) of Full Gold</td></tr><tr><td colspan="2">Refer to notes 14, 15, 16 to the consolidated financial statements and the accounting policies on page
80.</td></tr><tr><td>The Key Audit Matter</td><td>How the matter was addressed in our audit</td></tr><tr><td>Due to the increasing uncertainty about the
operational environment of a cash-generating unit
(“CGU”), Full Gold Mining Limited Liability
Company (“Full Gold”), a subsidiary of the Group,
which incorporated in and has operations in the
Kyrgyz Republic, there is a risk that the value of
the intangible assets, CIP and PP&E of Full Gold
may not be recoverable in full through the future
cash flows to be generated from its mining
operations or from disposal of these assets.
Full Gold held intangible assets (excluding
exploration and evaluation assets) totalling RMB96
million, CIP totalling RMB9 million and PP&E
totalling RMB178 million as at 31 December 2020.
The recoverable amount of the cash generating
unit which included Full Gold was determined by
management as the greater of the value in use
and the fair value less cost of disposal of the
assets of Full Gold. A discounted cash flow
forecast was prepared by management to
determine the value in use.
We identified the impairment assessment of the
intangible assets, CIP and PP&E of Full Gold as a
key audit matter because the impairment
assessment prepared by management is complex
and contains certain judgements and assumptions,
particularly in relation to future gold prices, the
long-term growth rate and the discount rate
applied, which are inherently uncertain and may be
subject to management bias.</td><td>Our audit procedures to assess potential impairment of
the intangible assets, CIP and PP&E of Full Gold
included the following:
• engaging our internal valuation specialists to assist
us in evaluating the methodology used by
management in the preparation of the discounted
cash flow forecast with reference to the
requirements of the prevailing accounting
standards;
• comparing the future gold prices used in the
discounted cashflow forecast with gold futures
contract prices in the market;
• comparing data in the discounted cashflow forecast
with the relevant data, including future revenue,
future cost of sales and future other operating
expenses, in the budget which was approved by
the Board of Directors;
• comparing the revenue and operating costs
included in discounted cashflow forecast prepared
in the prior year with the current year’s
performance of Full Gold to assess how accurate
the prior year’s discounted cashflow forecast was
and making enquiries of management as to the
reasons for any significant variations identified;
• with the assistance of our internal valuation
specialists, assessing whether the discount rate
applied in the discounted cashflow forecast was
within the range adopted by other companies in
the same industry;</td></tr></table> |
9221512_70.pdf | en | # KEY AUDIT MATTERS (continued)
<table><tr><td colspan="2">Impairment assessment of intangible assets, construction in progress (“CIP”) and property, plant
and equipment (“PP&E”) of Full Gold</td></tr><tr><td colspan="2">Refer to notes 14, 15, 16 to the consolidated financial statements and the accounting policies on page
80.</td></tr><tr><td>The Key Audit Matter</td><td>How the matter was addressed in our audit</td></tr><tr><td></td><td>• comparing the long-term growth rate adopted in
the discounted cashflow forecast with those of
comparable companies and external market data;
and
• obtaining from management sensitivity analyses of
the key assumptions, including future gold prices,
future production quantities and future gross profit
margins, adopted in the discounted cashflow
forecast prepared by management and assessing
the impact of changes in the key assumptions to
the conclusions reached in the impairment
assessments and whether there were any
indicators of management bias.</td></tr></table>
# INFORMATION OTHER THAN THE CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON
The Directors are responsible for the other information. The other information comprises all the information included in the annual report, other than the consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
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