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9276901_336.pdf | en | <table><tr><td rowspan="4"></td><td rowspan="4">附註</td><td colspan="4">貴集團</td><td colspan="2">貴公司</td></tr><tr><td colspan="3">於6月30日</td><td rowspan="2">於2012年
9月30日</td><td rowspan="2">於2012年
6月30日</td><td rowspan="2">於2012年
9月30日</td></tr><tr><td>2010年</td><td>2011年</td><td>2012年</td></tr><tr><td>千港元</td><td>千港元</td><td>千港元</td><td>千港元</td><td>千港元</td><td>千港元</td></tr><tr><td>流動負債</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>貿易應付賬款及
應付票據</td><td>22</td><td>81,691</td><td>89,501</td><td>120,354</td><td>113,621</td><td>–</td><td>–</td></tr><tr><td>其他應付款項及
應計費用</td><td>22</td><td>51,931</td><td>81,356</td><td>73,501</td><td>91,101</td><td>13,590</td><td>14,196</td></tr><tr><td>應付一家中間控股
公司款項</td><td>23</td><td>26,853</td><td>28,250</td><td>–</td><td>–</td><td>–</td><td>–</td></tr><tr><td>應付一名董事款項</td><td>23</td><td>–</td><td>–</td><td>33,483</td><td>33,204</td><td>–</td><td>–</td></tr><tr><td>應付同系附屬公司
款項</td><td>23</td><td>61,699</td><td>52,177</td><td>316</td><td>–</td><td>–</td><td>–</td></tr><tr><td>應付附屬公司款項</td><td>17</td><td>–</td><td>–</td><td>–</td><td>–</td><td>9,909</td><td>12,162</td></tr><tr><td>應付股息</td><td>17</td><td>–</td><td>–</td><td>–</td><td>16,290</td><td>–</td><td>16,290</td></tr><tr><td>稅項負債</td><td></td><td>12,359</td><td>13,850</td><td>19,154</td><td>26,807</td><td>–</td><td>–</td></tr><tr><td>融資租賃責任</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>－一年內到期</td><td>24</td><td>236</td><td>171</td><td>–</td><td>–</td><td>–</td><td>–</td></tr><tr><td>銀行借款</td><td>25</td><td>186,450</td><td>193,449</td><td>285,520</td><td>273,279</td><td>–</td><td>–</td></tr><tr><td>財務擔保負債</td><td>32(i)</td><td>–</td><td>–</td><td>4,000</td><td>3,500</td><td>–</td><td>–</td></tr><tr><td></td><td></td><td>421,219</td><td>458,754</td><td>536,328</td><td>557,802</td><td>23,499</td><td>42,648</td></tr><tr><td>流動資產（負債）淨值</td><td></td><td>27,007</td><td>185,232</td><td>376,798</td><td>427,498</td><td>(17,974)</td><td>1,767</td></tr><tr><td>總資產減流動負債</td><td></td><td>298,014</td><td>481,967</td><td>436,095</td><td>485,958</td><td>48,753</td><td>68,494</td></tr></table> |
9276901_337.pdf | en | <table><tr><td rowspan="3"></td><td rowspan="3">附註</td><td colspan="4">貴集團</td><td colspan="2">貴公司</td></tr><tr><td>2010年</td><td>於6月30日
2011年</td><td>2012年</td><td>於2012年
9月30日</td><td>於2012年
6月30日</td><td>於2012年
9月30日</td></tr><tr><td>千港元</td><td>千港元</td><td>千港元</td><td>千港元</td><td>千港元</td><td>千港元</td></tr><tr><td>資本及儲備</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>股本</td><td>26</td><td>–</td><td>–</td><td>100</td><td>100</td><td>100</td><td>100</td></tr><tr><td>儲備</td><td>17</td><td>277,069</td><td>452,015</td><td>377,019</td><td>420,375</td><td>48,653</td><td>68,394</td></tr><tr><td>貴公司擁有人應佔權益</td><td></td><td>277,069</td><td>452,015</td><td>377,119</td><td>420,475</td><td>48,753</td><td>68,494</td></tr><tr><td>非控股權益</td><td></td><td>12,458</td><td>16,413</td><td>37,829</td><td>39,451</td><td>–</td><td>–</td></tr><tr><td>權益總額</td><td></td><td>289,527</td><td>468,428</td><td>414,948</td><td>459,926</td><td>48,753</td><td>68,494</td></tr><tr><td>非流動負債</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>融資租賃責任
－一年後到期</td><td>24</td><td>274</td><td>103</td><td>–</td><td>–</td><td>–</td><td>–</td></tr><tr><td>遞延稅項負債</td><td>27</td><td>8,213</td><td>13,436</td><td>21,147</td><td>26,032</td><td>–</td><td>–</td></tr><tr><td></td><td></td><td>8,487</td><td>13,539</td><td>21,147</td><td>26,032</td><td>–</td><td>–</td></tr><tr><td></td><td></td><td>298,014</td><td>481,967</td><td>436,095</td><td>485,958</td><td>48,753</td><td>68,494</td></tr></table> |
11695155_98.pdf | en | <table><tr><td rowspan="2"></td><td rowspan="2">Notes
附註</td><td>2016
二零一六年</td><td>2015
二零一五年</td></tr><tr><td>HK$’000
千港元</td><td>HK$’000
千港元</td></tr><tr><td>Non-current assets 非流動資產</td><td></td><td></td><td></td></tr><tr><td>Plant and equipment 廠房及設備</td><td>19</td><td>4,391</td><td>15,291</td></tr><tr><td>Interests in associates 於聯營公司權益</td><td>22</td><td>6,129</td><td>28,807</td></tr><tr><td>Interests in joint ventures 於合營企業權益</td><td>23</td><td>212,525</td><td>221,623</td></tr><tr><td>Deposits paid 已付按金</td><td>21</td><td>–</td><td>20,000</td></tr><tr><td>Contingent consideration receivable 應收或然代價</td><td>24</td><td>–</td><td>4,731</td></tr><tr><td></td><td></td><td>223,045</td><td>290,452</td></tr><tr><td>Current assets 流動資產</td><td></td><td></td><td></td></tr><tr><td>Inventories 存貨</td><td>25</td><td>1,262</td><td>3,290</td></tr><tr><td>Trade and other receivables 貿易及其他應收款項</td><td>26</td><td>36,085</td><td>42,243</td></tr><tr><td>Deposits paid 已付按金</td><td>21</td><td>20,000</td><td>–</td></tr><tr><td>Held-for-trading investments 持作買賣投資</td><td>28</td><td>411</td><td>–</td></tr><tr><td>Bank balances and cash 銀行結餘及現金</td><td>29</td><td>2,388</td><td>2,547</td></tr><tr><td></td><td></td><td>60,146</td><td>48,080</td></tr><tr><td>Current liabilities 流動負債</td><td></td><td></td><td></td></tr><tr><td>Trade and other payables 貿易及其他應付款項</td><td>30</td><td>117,835</td><td>96,762</td></tr><tr><td>Other borrowings 其他借貸</td><td>31</td><td>70,500</td><td>69,200</td></tr><tr><td>Obligations under finance 融資租賃承擔</td><td></td><td></td><td></td></tr><tr><td>leases – current portion －即期部分</td><td>32</td><td>569</td><td>611</td></tr><tr><td>Convertible bonds 可換股債券</td><td>33</td><td>97,781</td><td>325,307</td></tr><tr><td>Derivative financial liability 衍生金融負債</td><td>27</td><td>–</td><td>17,785</td></tr><tr><td></td><td></td><td>286,685</td><td>509,665</td></tr><tr><td>Net current liabilities 流動負債淨額</td><td></td><td>(226,539)</td><td>(461,585)</td></tr><tr><td>Total assets less current liabilities 總資產減流動負債</td><td></td><td>(3,494)</td><td>(171,133)</td></tr><tr><td>Non-current liabilities 非流動負債</td><td></td><td></td><td></td></tr><tr><td>Obligations under finance 融資租賃承擔</td><td></td><td></td><td></td></tr><tr><td>leases – non-current portion －非即期部分</td><td>32</td><td>870</td><td>1,585</td></tr><tr><td>Promissory notes payable 應付承兌票據</td><td>34</td><td>–</td><td>18,925</td></tr><tr><td>Deferred income 遞延收入</td><td>40</td><td>–</td><td>127</td></tr><tr><td></td><td></td><td>870</td><td>20,637</td></tr><tr><td>Net liabilities 負債淨值</td><td></td><td>(4,364)</td><td>(191,770)</td></tr></table> |
11695155_99.pdf | en | <table><tr><td rowspan="2"></td><td rowspan="2">Notes
附註</td><td>2016
二零一六年</td><td>2015
二零一五年</td></tr><tr><td>HK$’000
千港元</td><td>HK$’000
千港元</td></tr><tr><td>Cailpta and reserves 資本及儲備</td><td></td><td></td><td></td></tr><tr><td>Share cailpta 股本</td><td>35</td><td>52,836</td><td>5,284</td></tr><tr><td>Reserves 儲備</td><td></td><td>(54,642)</td><td>(195,659)</td></tr><tr><td>Equity attributable to owners 本公司擁有人應佔權益
of the Company</td><td></td><td>(1,806)</td><td>(190,375)</td></tr><tr><td>Non-controlling interests 非控股權益</td><td></td><td>(2,558)</td><td>(1,395)</td></tr><tr><td>Total deficits 總虧絀</td><td></td><td>(4,364)</td><td>(191,770)</td></tr></table>
The consolidated financial statements on pages 96 to 238 were approved and authorised for issue by the board of directors on 27 March 2017 and are signed on its behalf by:
第96至238頁之綜合財務報表已於二零一七年三月二十七獲董事會批准及授權刊發，並由下列人士代表簽署︰
<table><tr><td>Yu Sau Lai
余秀麗</td><td>Lam Raymond Shiu Cheung
林兆昌</td></tr><tr><td>Director
董事</td><td>Director
董事</td></tr></table> |
9307839_269.pdf | en | # OVERVIEW
We are a diversified IPP in Asia in terms of fuel type and geography, with a portfolio of gas-fired, coal-fired, oil-fired, hydro, cogen and fuel cell power generation projects and a steam project in the PRC and Korea. As of April 30, 2014, our clean and renewable energy projects, namely gas-fired, hydro and fuel cell projects, accounted for approximately 51.6% of our attributable installed capacity, and our conventional power projects, namely coal fired, oil-fired and cogen projects, accounted for approximately 48.4% of our attributable installed capacity. For the four months ended April 30, 2014, our clean and renewable energy projects contributed 71.0% of our revenue and our conventional energy and steam projects contributed 29.0% of our revenue. In addition, on August 20, 2014 and September 15, 2014, we entered into separate Operation and Management Services Framework Agreements with CGN Energy and Huamei Holding, respectively, which outline the terms of the management services we provide to hydro (including pumped storage), coal-fired, cogen and wind power projects in which the CGN Energy and Huamei Holding have interests (including the Disposal Group).
As of April 30, 2014, we had 14 operating power generation projects with a consolidated installed capacity of 2,867.8 MW and an attributable installed capacity of 3,659.5 MW and one steam project in our portfolio. For the years ended December 31, 2011, 2012 and 2013 and for the four months ended April 30, 2014, our net electricity generated amounted to 5,618 GWh, 6,225 GWh, 7,116 GWh and 2,020 GWh, respectively. As of the Latest Practicable Date, one power generation project is under construction and is expected to contribute an additional attributable installed capacity of 18.0 MW to our power project portfolio by the end of 2014. In addition, our business includes providing management services to power projects owned by CGN. We provide management services to 23 operating power generation projects in which CGN Energy and Huamei Holding have interests with an attributable installed capacity of 5,831.6 MW, three of which are under expansion, which together with an additional four power generation projects that are either under construction or will commence construction, are expected to contribute an additional attributable installed capacity of 454.9 MW to projects under management between 2014 and 2018. We also provide management services to XTI, an investment holding company holding some of the above mentioned projects in which Huamei Holding has interests.
We focus on acquiring clean and renewable power generation projects while continuing our own greenfield and brownfield developments to deliver solid returns and create shareholder value. Positioned as CGN’s sole global platform for development and operation of non-nuclear clean and renewable power generation projects, we intend to selectively acquire clean and renewable power generation projects with solid returns from CGN with an aggregate installed capacity of 3.0 GW to 5.0 GW in several batches within the next four years by exercising our acquisition rights under the non-competition deed given by CGN in our favor. We intend to undertake the first batch of acquisition before the end of 2015 and other batches from 2015 to 2018, subject to compliance with applicable regulatory requirements and the Listing Rules. For additional details, see “Relationship with CGN Group” and “Business – Power Project Pipeline”.
For the years ended December 31, 2011, 2012 and 2013 and for the four months ended April 30, 2014, our revenue was U.S.\$754.7 million U.S.\$932.4 million, U.S.\$1,037.3 million and U.S.\$311.2 million, respectively, and our profit for the year/period attributable to the owner of our Company was U.S.\$11.3 million, U.S.\$29.0 million, U.S.\$55.3 million and U.S.\$15.8 million, respectively.
Since our Company’s establishment in 1995, we have grown significantly in the PRC and Korea and intend to continue this growth through additional development and acquisitions. Our pipeline comprises the proposed acquisition of a wind project in the PRC as well as clean and renewable energy |
9307839_270.pdf | en | projects for which we are currently in preliminary stages of negotiations. For details of our power projects in operation, under construction and in our pipeline, see “Business – Our Power Projects in Operation,” “Business – Our Power Projects in the PRC,” “Business – Our Power Projects in Korea,” “Business – Our Power Projects Under Construction/Expansion” and “Business – Power Project Pipeline”.
# KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Our results of operations, financial condition and future prospects have been and will continue to be, affected by a number of factors, including those set out below.
# Fuel costs and fuel supply
Our non-renewable energy power projects require supplies of coal, oil and gas as fuel. Fuel costs represent a significant portion of our operating expenses and the operating expenses of our associates. The amount of our fuel costs corresponded to 69.3%, 73.2%, 71.0% and 66.1% of our revenue for the years ended December 31, 2011, 2012 and 2013 and for the four months ended April 30, 2014, respectively, and 57.8%, 56.7%, 48.6% and 39.7% of the revenue of our associates for the years ended December 31, 2011, 2012 and 2013 and for the four months ended April 30, 2014, respectively. The extent to which our profit is ultimately affected by the cost of fuel depends on our ability to pass through fuel costs to our customers as set out under the relevant regulatory guidelines and the terms of our PPA for a particular project, as we currently do not hedge our exposure to fuel price fluctuations. Our fuel costs are also affected by the volume of electricity generated because the coal consumption rate of coal-fired and cogen power projects decrease when we generate more electricity as a result of economies of scale. In the PRC, government tariff regulations limit our ability to pass through changes in fuel costs. For a discussion of PRC tariff regulations, see “– Tariffs” and “Appendix V – Summary of Principal Legal and Regulatory Provisions in the PRC and Korea – PRC Regulatory Overview –Business Operation – On-grid tariffs” and “Appendix V – Summary of Principal Legal and Regulatory Provisions in the PRC and Korea”. In Korea, however, the Yulchon I Power Project PPA allows us to contractually incorporate fuel cost fluctuations in the tariff charged to our customer. See “Business –Our business – Offtake arrangements”. In addition, any shortage of fuel supply for a particular power project may decrease our utilization hours, and as a result, our net generation and results of operations.
The following table sets out the weighted average gas and standard coal and average oil prices applicable to our projects in the PRC and Korea, exclusive of VAT for the periods indicated:
<table><tr><td rowspan="2"></td><td colspan="3">For the year ended December 31,</td><td colspan="2">For the four months
ended April 30,</td></tr><tr><td>2011</td><td>2012</td><td>2013</td><td>2013</td><td>2014</td></tr><tr><td>PRC weihdgte average gas price
3((1)(2)(3)RMB perNm)........</td><td>1.786</td><td>1.859</td><td>1.861</td><td>1.813</td><td>2.048</td></tr><tr><td>PRC weihdgte average standard coal
price (RMB per ton)(1) ........</td><td>992</td><td>905</td><td>757</td><td>810</td><td>729</td></tr><tr><td>Korea weihdgte average gas price
3((1)(4)KRW perNm)..........</td><td>723</td><td>802</td><td>797</td><td>807</td><td>864</td></tr><tr><td>Korea average oil price (KRW per
Liter)(5) .................</td><td>1,345</td><td>1,640</td><td>1,499</td><td>1,535</td><td>1,456</td></tr></table> |
20750690_742.pdf | en | income tax rate (25%), except for the enterprises which enjoy preferential tax treatments. According to the Notice on Transition Preferential Treatment Policy Relating to Implementation of Enterprise Income Tax which become effective on January 1, 2008, for enterprises that originally enjoyed a preferential tax treatment with fixed periods of exemptions and reductions, such as “Two years of exemption, Three years of reduction by 50%” and “Five years of exemption, Five years of reduction by 50%”, they shall continue to enjoy these preferential treatments and terms under the original tax levy law, administrative regulations and regulations even upon implementation of the Enterprise Income Tax Law until the expiration of such treatments. However, for enterprises which have yet to see profits and hence been unable to enjoy the preferential tax treatment, the preferential period for them will start to calculate from the year 2008.
On April 11, 2008, the State Administration of Taxation issued a Notice on the Payment of Income Tax of Property Development Enterprises . This Notice stipulated that for the enterprises which prepay the income tax on quarterly or monthly basis according to their yearly profit, the profit will be calculated from the pre-sale income and adjusted based on the actual profit after the completion of the property.
# Business Tax
Under the PRC Interim Regulation on Business Tax of 1993, as amended in 2008, services in mainland China are subject to business tax. Taxable services include sale of real property in mainland China. Business tax rate is between 3% to 20% depending on the type of services provided. Sale of real properties and other improvements on the land attract a business tax at the rate of 5% of the turnover of the selling enterprise payable to the relevant local tax authorities.
Pursuant to the Notice of the SAT on Business Tax of the Land Use Right Reclaimed to the Land Owner issued on March 27, 2008 , when the land user returns the land use rights to the land owner, the business tax can be exempted.
On January 27, 2011, the Ministry of Finance and the State Administration of Taxation issued the Notice on Adjusting the Policy of Business Tax on Re-sale of Personal Residential Properties , which states that, business tax is imposed on the full amount of the sale income, upon the transfer a residence by an individual within five years from the purchase date. For the transfer of non-ordinary residence which is more than five years from the purchase date, the business tax is to be levied on the difference between the sale income and the purchase price. In the case of an ordinary residence, the business tax is exempted if that transfer occurs after five years from the purchase date. It also states that from January 27, 2011 Notice on Adjusting Policy of Business Tax on Re-sale of Personal Residential Properties issued on December 22, 2009 shall cease to be effective.
# Land Appreciation Tax
Under the PRC Interim Regulation on Land Appreciation Tax of 1993 and its implementing rules of 1995, LAT applies to both domestic and foreign investors in real properties |
20750690_743.pdf | en | in mainland China, irrespective of whether they are corporate entities or individuals. The tax is payable by a taxpayer on the appreciation value derived from the transfer of land use rights, buildings or other facilities on such land, after deducting the “deductible items” that include the following:
• payment made to acquire land use rights;
• costs and charges incurred in connection with land development;
• construction costs and charges in the case of newly constructed buildings and facilities;
• assessed value in the case of old buildings and facilities;
• taxes paid or payable in connection with the transfer of land use rights, buildings or other facilities on such land; and
• other items allowed by the Ministry of Finance.
The tax rate is progressive and ranges from 30% to 60% of the appreciation value as compared to the “deductible items” as follows:
<table><tr><td>Appreciation value</td><td>LAT rate</td></tr><tr><td>Portion not exceeding 50% of deductible items . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>30%</td></tr><tr><td>Portion over 50% but not more than 100% of deductible items . . . . . . . . . . . . . . . . . . .</td><td>40%</td></tr><tr><td>Portion over 100% but not more than 200% of deductible items . . . . . . . . . . . . . . . . . .</td><td>50%</td></tr><tr><td>Portion over 200% of deductible items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>60%</td></tr></table>
Exemption from LAT is available to the following cases:
• Taxpayers constructing ordinary residential properties for sale (i.e. the residences built in accordance with the local standard for general residential use, excluding deluxe apartments, villas, resorts etc.), where the appreciation amount does not exceed 20% of the sum of the deductible items;
• Real estate taken over and repossessed according to laws due to the construction requirements of the state;
• Due to redeployment of work or improvement of living standard, transfers by individuals of originally self-used residential properties, provided that the transferor has occupied the property as his or her residence for five years or longer and has obtained the relevant tax authority’s approvals.
According to the Notice on the Levy and Exemption of Land Appreciation Tax for Development and Transfer Contracts signed before January 1, 1994 issued by the Ministry of Finance and the State Administration of Taxation in January 1995, the LAT regulation does not apply to the following transfers of land use rights:
• real estate transfer contracts signed before January 1, 1994; and |
9233537_41.pdf | en | On the other hand, if revenue from our Connected Customers further increase, over-reliance on Connected Customers may affect our operational independency, as such Connected Customers, many of which are controlled by one or more of our Directors or Controlling Shareholders, may be able to exert excessive influence on us. For details, please see the section ‘‘Relationship with Controlling Shareholders’’.
# Labour shortages or increases in labour costs could harm our business, reduce our profitability and slow our growth.
Experienced professional staff and other labour are important for the operation of our businesses, and therefore, our success depends in part on our ability to attract, retain and motivate a sufficient number of qualified engineers, construction workers and the engagement of subcontractors for certain labour intensive works. Qualified individuals in the relevant industries are in short supply and competition for workers is intense.
Any future inability to recruit and retain qualified individuals may delay the completion of our works and could result in deduction of liquidated and ascertained damages from the contract sum payable to our Group. Any such delays could have a material adverse effect on our business and results of operations. In addition, competition for qualified construction workers could also require us to pay higher wages, which could result in higher labour costs. For example, in Macau, given that it only has a total population of slightly above half a million and there have been a large number of construction projects in recent years, the labour market in Macau has been tight and average labour costs in Macau have increased significantly.
Moreover, the minimum wage requirement in Hong Kong has increased and can continue to increase our labour costs in the future. The salary level of construction workers in Hong Kong has been increasing in the past several years. As for the PRC market, there was an increase in labour cost over the past few years and the average annual wage of employees in the PRC construction industry is expected to continue to increase in the coming years. Some of our revenues, in particular in the E&M Engineering Segment, are generated from agreements with terms over one year. Most of such agreements do not contain labour cost adjustment mechanism, and we may fail to anticipate or may be unable to transfer the full impact of the increase in labour cost to our customers in the relevant agreements with such mechanism. In such or other cases, we may not be able to increase our prices in order to pass these increased labour costs on to our customers for contracts without price adjustments, in which case our business and results of operations would be negatively affected.
# Any change or deterioration of our relationship with, and the performance of, ourj oint venture partners and third party service providers may have an adverse impact on our business operation and reputation.
For the operations of our E&M Engineering Segment, we often formj oint ventures with other companies in the E&M engineering industry to tender for and carry out the E&M engineering works in major construction projects. We also engage third-party service providers as our subcontractors to perform certain, generally more labour-intensive parts, of the E&M engineering works. Any change or deterioration of our relationship with, and the performance of, such third-parties may have adverse impact on our business operation and reputation
# . We are dependent on subcontractors, and in some projects our joint venture partners, to implement certain contracts.
We are dependent on subcontractors to implement certain contracts in our E&M Engineering Segment. As we generally do not sign any long term contracts with our major subcontractors, there is no assurance that they will be able to continue to provide services to our Group at prices acceptable to us or whether we can maintain our relationship with them in the future. In the event that any of the |
9233537_42.pdf | en | major subcontractors is unable to provide the required services to us and we are unable to obtain alternative providers on similar or more favourable terms, or if the costs for them to provide those required services increase substantially, our business, results of operations and profitability may be adversely affected.
For the E&M engineering works for major construction projects, we often formj oint ventures with other companies to tender for and carry out the E&M engineering works. There is no assurance that our existingj oint venture partners will continue to cooperate with us to continue to tender for and perform E&M engineering works for future projects, or on terms that are favourable or acceptable to us. If we are unable to cooperate with appropriatej oint venture partners, we may not have sufficient resources to participate in major construction projects, or if we are engaged in such projects as the sole contractor or a subcontractor, we will have to bear significant risks in relation to such projects.
We are not able to monitor the performance of our subcontractors or joint venture partners or their respective staff as directly and efficiently as with our own staff. If a subcontractor fails to provide services as required under a contract or aj oint venture partner fails to perform its responsibility as agreed, we may be required to procure other companies to perform these services on a delayed basis or at a higher price than anticipated, which could impact our profitability. If a subcontractor’s performance does not meet our standards or if aj oint venture partner’s performance does not meet the requirements which the relevant joint venture has agreed to, the quality of the project may be affected, which could harm our reputation and potentially expose us to litigation and damage claims. We may also need to undertake remedial works and therefore may increase our costs and adversely affect business and results of operations.
# . Responsibility for quality of services provided by third party service providers.
Under the terms of the contracts between our customers and us, we would not be relieved from any obligation or liability in respect of the performance of the third party service providers, and we would be responsible for the acts, defaults or neglects of them. We cannot assure you that the services rendered by any of our third party service providers will always be satisfactory or meet our customers’ quality and safety standards and timing requirement. If the performance of any third party service provider is not up to the standard required by our customers, we may need to replace such third party service provider or take other actions to remedy the situation, which could adversely affect the cost and progress of our projects and may have an adverse impact on our reputation and our ability to obtain new contracts.
# . We may incur potential liabilities arising from defaults of our third party service providers.
As the principal contractor, we may be liable to settle the outstanding wages of the employees of our third-party service providers, including self-employed ones, pursuant to the Employment Ordinance and liable to pay compensation to the injured employees of our third party service providers pursuant to the Employees’ Compensation Ordinance. Given the above, any defaults or neglects on the part of the third party service providers may also have an adverse impact on our profitability and financial conditions as we might be liable for any such defaults or neglects. Any of these factors could have a material adverse effect on our business, financial conditions and results of operations.
# . Potential competition with joint venture partners and subcontractors.
Small-scale third party service providers may expand their business operations by accumulating work experience, improving their financial strength and diversifying their scope of services over time. Such small-scale subcontractors may become sizable and achieve a market reputation in the future that may be comparable to us. Our joint venture partners, who may often be our direct competitors, |
20793861_103.pdf | en | For purposes of this Section 5, Executive acknowledges and agrees that Asbury conducts business in the Area and that the Area is a reasonable geographic limitation.
Notwithstanding anything to the contrary contained in this Agreement, Asbury hereby agrees that the foregoing covenant shall not be deemed breached as a result of the passive ownership by Executive of: (i) less than an aggregate of 5% of any class of stock of a business that competes with Asbury;or (ii) less than an aggregate of 10% in value of any instrument of indebtedness of a business that competes with Asbury. Asbury further agrees that nothing in this Section 5 prohibits Executive from accepting employment from, and performing services for, businesses engaged in the finance industry, and businesses engaged in the manufacturing and/or sale of automobile parts or the provision of automotive service, provided such businesses do not also engage in the retail of automobiles within the Area. By way of example, nothing in this Section 5 would prohibit Executive from working with such businesses as American General Finance, NAPA Auto Parts, or Goodyear.
Within one day of the end of Executive’s employment with Asbury for any reason, Executive agrees to re-confirm his commitment to the post-employment restrictive covenants in this Agreement. Executive further agrees that, as part of that re-confirmation, the term “Area” and Exhibit A hereto may be amended by Asbury, but only to the extent necessary to list the addresses of Asbury’s headquarters and any automotive dealerships that Asbury owns and/or operates as of the last day of Executive’s employment with Asbury.
# 6. Construction/Enforcement of Post-Employment Covenants
Executive agrees that the provisions of Sections 3, 4, and 5 are reasonable and properly required for the adequate protection of the business and the goodwill of Asbury. However, if a judicial determination is made that any of the provisions of Sections 3, 4 or 5 constitutes an unreasonable or otherwise unenforceable restriction against Executive, such provision(s) shall be modified or severed so as to permit enforcement of the provision(s) to the extent reasonable.
# 7. Violation of Post-Employment Covenants
Executive agrees that, in the event of a material breach by Executive of any Section of this Agreement, including Sections 3, 4, or 5, Asbury shall be entitled to: (i) inform all potential or new employers of such breach; (ii) cease payments and benefits that would otherwise be made pursuant to Section 1 above (and in lieu of such payments and benefits pay Executive five hundred dollars (\$500.00)); (iii) obtain injunctive relief and damages, including reasonable attorney’s fees; and (iv) recover the amounts paid to Executive under this Agreement (other than the above-referenced \$500.00) during any period of material breach by Executive. To the extent that Executive is determined through agreement or resolution of any pending claim to not have violated any covenant at issue, he shall receive any and all severance that has not been paid under the Agreement and/or which was recovered from Executive under this Section 7.
# GENERAL PROVISIONS
# A. Employment is At Will
Executive and Asbury acknowledge and agree that Executive is an “at will” employee, which means that either Executive or Asbury may terminate the employment relationship at any time, for any reason, with or without cause or notice, and that nothing in this Agreement shall be construed as an express or implied contract of employment.
# B. Execution of Release
Executive agrees that, as a condition to the receipt of the Severance Pay and other compensation and insurance benefits described in Section 1 above, Executive shall execute a release of all claims against Asbury (and its corporate parents, subsidiaries, franchisors, franchisees, management companies, divisions, and affiliates) and the past, present and future officers, directors, agents, officials, employees, insurers and attorneys of Asbury (and its corporate parents, subsidiaries, franchisors, franchisees, management companies, divisions, and affiliates) arising out of Executive’s employment or the end of his employment with Asbury, such release to not be revoked by Executive and to completely waive and release any claim of discrimination, harassment or wrongful discharge under local, state or federal law.
# C. Alternative Dispute Resolution
Any disputes arising under or in connection with this Agreement shall be resolved by binding arbitration before an arbitrator (who shall be an attorney with at least ten years’ experience in employment law) in the city where Executive was employed with Asbury and in accordance with the rules and procedures of the most recent employment rules of the American Arbitration |
20793861_104.pdf | en | Association. Each party may choose to retain legal counsel and shall pay its own attorneys’fees, regardless of the outcome of the arbitration. Executive may be required to pay a filing fee limited to the equivalent cost of filing in the court of jurisdiction. Asbury will pay the fees and costs of conducting the arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court of jurisdiction.
# D. Non-Disparagement
Executive agrees not to make any disclosures, issue any statements or otherwise cause to be disclosed any information which is designed, intended or might reasonably be anticipated to disparage Asbury, its officers or directors, its business, services, products, technologies and/or personnel. Nothing in this section is intended, nor shall be construed, to: (i) prohibit Executive from any communications to, or participation in any investigation or proceeding conducted by, any governmental agency with jurisdiction concerning the terms, conditions and privileges of employment or jurisdiction over Asbury’s business; (ii) interfere with, restrain, or prevent Executive’s communications regarding the terms and conditions of employment; or (iii) prevent Executive from otherwise engaging in any legally protected activity.
# E. Other Provisions
(a) This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of Executive and Asbury, including any successor to or assign of Asbury.
(b) Upon the end of Executive’s employment with Asbury for any reason, the provisions of this Agreement shall survive to the extent necessary to give effect to the provisions herein, including Sections 3, 4 and 5.
(c) The headings and captions are provided for reference and convenience only and shall not be considered part of this Agreement.
(d) Executive also covenants to reasonably cooperate with Asbury if Executive is needed as a witness in any litigation or legal matters involving Asbury.
(e) Any notice or other communication required or permitted to be delivered under this Agreement shall be (i) in writing, (ii) delivered personally, by nationally recognized overnight courier service or by certified or registered mail, first-class postage prepaid and return receipt requested, (iii) deemed to have been received on the date of delivery or on the third business day after mailing, and (iv) addressed as follows (or to such other address as the party entitled to notice shall later designate in accordance with these terms):
<table><tr><td>If to Asbury:</td><td>Asbury Automotive Group, Inc.
c/o The Office of the General Counsel
2905 Premiere Parkway, Suite 300
Duluth, GA 30097</td></tr><tr><td>If to Executive:</td><td>To the most recent address of Executive set forth in the personnel records of Asbury.</td></tr></table>
(f) This Agreement supersedes any and all prior agreements between Asbury and Executive relating to payments upon Termination of employment or Severance Pay and may only be modified in a writing signed by Asbury and Executive.
(g) This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.
(h) All payments hereunder shall be subject to any required withholding of federal, state, local and foreign taxes pursuant to any applicable law or regulation.
(i) If any provision of this Agreement shall be held invalid or unenforceable, such holding shall not affect any other provisions, and this Agreement shall be construed and enforced as if such provisions had not been included. No provision of this Agreement shall be waived unless the waiver is agreed to in writing and signed by Executive and the Chief Human Resources Officer of Asbury. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. |
8351178_575.pdf | en | # APPENDIX I ACCOUNTANT’S REPORT
# II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION—continued
# 39 Related party transactions—continued
# (c) Year end balances with related parties—continued
All the balances with related parties above were unsecured and repayable within one year.
# (d) Loans to related parties
<table><tr><td rowspan="4"></td><td colspan="3">As of December 31,</td><td colspan="2">As of March 31,</td></tr><tr><td>2015</td><td>2016</td><td>2017</td><td>2017</td><td>2018</td></tr><tr><td>RMB’000</td><td> RMB’000</td><td> RMB’000</td><td> RMB’000</td><td> RMB’000</td></tr><tr><td></td><td></td><td></td><td>(Unaudited)</td><td></td></tr><tr><td>Loans to associates:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>At theb eiignnng of the year ........................</td><td>—
</td><td>76,463</td><td>74,329</td><td>74,329</td><td>62,143</td></tr><tr><td>Loans advanced ..................................</td><td>82,900</td><td>98,092</td><td>1,500</td><td>—
</td><td>50,000</td></tr><tr><td>Loans repaid ....................................</td><td>(7,217)</td><td>(102,953)</td><td>(14,000)</td><td>(11,000)</td><td>(53,874)</td></tr><tr><td>Interest charged . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>887</td><td>5,732</td><td>3,481</td><td>894</td><td>771</td></tr><tr><td>Interest received ..................................</td><td>(107)</td><td>(3,947)</td><td>(1,845)</td><td>(507)</td><td>(773)</td></tr><tr><td>Currency translation differences . . . . . . . . . . . . . . . . . . . . .</td><td>—
</td><td>942</td><td>(1,322)</td><td>(120)</td><td>—
</td></tr><tr><td>At the end of the year/period ........................</td><td>76,463</td><td>74,329</td><td>62,143</td><td>63,596</td><td>58,267</td></tr></table>
# (e) Loans from related parties
<table><tr><td rowspan="4"></td><td colspan="3">As of December 31,</td><td colspan="2">As of March 31,</td></tr><tr><td>2015</td><td>2016</td><td>2017</td><td>2017</td><td>2018</td></tr><tr><td>RMB’000</td><td> RMB’000</td><td> RMB’000</td><td> RMB’000</td><td> RMB’000</td></tr><tr><td></td><td></td><td></td><td>(Unaudited)</td><td></td></tr><tr><td>Loans from associates:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>At theb eiignnng of the year .......................</td><td>—
</td><td>31,184</td><td>50,873</td><td>50,873</td><td>51,336</td></tr><tr><td>Loans received .................................</td><td>31,156</td><td>19,425</td><td>—
</td><td>—
</td><td>—
</td></tr><tr><td>Loans repaid ...................................</td><td>—
</td><td>—
</td><td>—
</td><td>—
</td><td>(9,250)</td></tr><tr><td>Interest charged . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>28</td><td>264</td><td>463</td><td>116</td><td>159</td></tr><tr><td>Interestp aid ...................................</td><td>—
</td><td>—
</td><td>—
</td><td>—
</td><td>—
</td></tr><tr><td>At the end of the year/period ......................</td><td>31,184</td><td>50,873</td><td>51,336</td><td>50,989</td><td>42,245</td></tr></table>
# (f) Key management compensation
<table><tr><td rowspan="4"></td><td colspan="3">Year ended December 31,</td><td colspan="2">Three months ended
March 31,</td></tr><tr><td>2015</td><td>2016</td><td>2017</td><td>2017</td><td>2018</td></tr><tr><td>RMB’000</td><td> RMB’000</td><td> RMB’000</td><td> RMB’000</td><td> RMB’000</td></tr><tr><td></td><td></td><td></td><td>(Unaudited)</td><td></td></tr><tr><td>Salaries .......................................</td><td>7,112</td><td>3,774</td><td>6,113</td><td>1,692</td><td>4,053</td></tr><tr><td>Discretionarby onuses ............................</td><td>1,577</td><td>3,572</td><td>9,550</td><td>960</td><td>—
</td></tr><tr><td>Share-based compensation ........................</td><td>154,841</td><td>314,575</td><td>186,095</td><td>60,829</td><td>127,883</td></tr><tr><td>Emlpoyer’s contribution top ension schedule . . . . . . . . . .</td><td>428</td><td>825</td><td>1,067</td><td>145</td><td>188</td></tr><tr><td></td><td>163,958</td><td>322,746</td><td>202,825</td><td>63,626</td><td>132,124</td></tr></table>
# 40 Events after the reporting period
On June 17, 2018, pursuant to the shareholders’ resolution, each existing issued and unissued share of US\$0.000025 each in the share capital of the Company were subdivided into 10 shares of US\$0.0000025 each (“Share Subdivision”), following which the number of authorized shares of the |
8351178_576.pdf | en | # APPENDIX I ACCOUNTANT’S REPORT
# II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION—continued
# 40 Events after the reporting period—continued
Company became 6,883,856,790 Class A ordinary shares, 28,012,081,370 Class B ordinary shares, and 10,512,504,810 convertible redeemable preferred shares. The number of outstanding Class A ordinary shares and Class B ordinary shares became 6,695,187,720 and 3,741,581,500, respectively, the latter of which included the additional shares issued to Lei Jun on April 2, 2018 as detailed below.
On April 2, 2018, the Company issued 63,959,619 Class B ordinary shares (or 639,596,190 Class B ordinary shares following the Share Subdivision) at par value to Smart Mobile Holdings Limited, an entity whose interest is held on trust for the benefit of Lei Jun and his family members, to reward Lei Jun for his contribution to the Company. Accordingly, RMB9,827,157,000 was recognized as share-based compensation expenses on April 2, 2018 by the Group.
On March 29, 2018, iQIYI Inc. (“iQIYI”), an investment engaging in the provision of internet video streaming services in mainland China, for which the Group accounted as long-term investments measured at fair value through profit or loss, has undergone initial public offering by listing certain of its new ordinary shares on the Nasdaq Stock Exchange. The conversion of the preference shares in iQIYI owned by the Group into ordinary shares was completed on April 2, 2018, following which the Group reclassifies the investment in associate as accounted for using the equity method.
# III. Subsequent Financial Statements
No audited financial statements have been prepared by the Company or any of the companies now comprising the Group in respect of any period subsequent to March 31, 2018 and up to the date of this report.
Save as disclosed in this report, no dividend or distribution has been declared or made by the Company or any of the companies now comprising the Group in respect of any period subsequent to March 31, 2018. |
9277353_74.pdf | en | <table><tr><td rowspan="4"></td><td colspan="7">Attributable to owners of the Company</td><td rowspan="2">Non-
controlling
interests</td><td rowspan="2">Total
equity</td></tr><tr><td>Share
capital</td><td>Share
premium</td><td>Share
option
reserve</td><td>Revaluation
reserve</td><td>Other
reserve</td><td>Retained
earnings</td><td>Total</td></tr><tr><td rowspan="2">HK$’000
(note 29)</td><td rowspan="2">HK$’000</td><td rowspan="2">HK$’000
(note 30)</td><td rowspan="2">HK$’000
(note 30)</td><td rowspan="2">HK$’000
(note 30)</td><td rowspan="2">HK$’000
(note 30)</td><td rowspan="2">HK$’000</td><td rowspan="2">HK$’000</td><td rowspan="2">HK$’000</td></tr><tr><td>At 1 April 2020</td><td>4,060</td><td>110,371</td><td>4,100</td><td>–</td><td>36,311</td><td>19,791</td><td>174,633</td><td>–</td><td>174,633</td></tr><tr><td>Profit for the year</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td>16,124</td><td>16,124</td><td>(150)</td><td>15,974</td></tr><tr><td>Other comprehensive income:</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Net change in financial assets at fair
value through other
comprehensive income</td><td>–</td><td>–</td><td>–</td><td>31</td><td>–</td><td>–</td><td>31</td><td>–</td><td>31</td></tr><tr><td>Total comprehensive income
for the year</td><td>–</td><td>–</td><td>–</td><td>31</td><td>–</td><td>16,124</td><td>16,155</td><td>(150)</td><td>16,005</td></tr><tr><td>Recognition of equity settled
share-based payment (note 31)</td><td>–</td><td>–</td><td>1,359</td><td>–</td><td>–</td><td>–</td><td>1,359</td><td>–</td><td>1,359</td></tr><tr><td>Lapse of share options</td><td>–</td><td>–</td><td>(385)</td><td>–</td><td>–</td><td>385</td><td>–</td><td>–</td><td>–</td></tr><tr><td>Dividends (note 12)</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td>(19,892)</td><td>(19,892)</td><td>–</td><td>(19,892)</td></tr><tr><td>Acquisition of subsidiaries (note 35)</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td>1,546</td><td>1,546</td></tr><tr><td>At 31 March 2021</td><td>4,060</td><td>110,371</td><td>5,074</td><td>31</td><td>36,311</td><td>16,408</td><td>172,255</td><td>1,396</td><td>173,651</td></tr></table> |
9277353_75.pdf | en | <table><tr><td rowspan="3"></td><td colspan="5">Attributable to owners of the Company</td><td rowspan="2">Total
equity</td></tr><tr><td>Share
capital</td><td>Share
premium</td><td>Share
option
reserve</td><td>Other
reserve</td><td>Retained
earnings</td></tr><tr><td>HK$’000
(note 29)</td><td>HK$’000</td><td>HK$’000
(note 30)</td><td>HK$’000
(note 30)</td><td>HK$’000
(note 30)</td><td>HK$’000</td></tr><tr><td>At 1 April 2019</td><td>398</td><td>–</td><td>730</td><td>35,913</td><td>21,788</td><td>58,829</td></tr><tr><td>Arising on reorganisation (note 29)</td><td>(398)</td><td>–</td><td>–</td><td>398</td><td>–</td><td>–</td></tr><tr><td>Capitalisation issue of shares
(note 29)</td><td>3,280</td><td>(3,280)</td><td>–</td><td>–</td><td>–</td><td>–</td></tr><tr><td>Issue of shares under public offer and
placing (note 29)</td><td>720</td><td>120,240</td><td>–</td><td>–</td><td>–</td><td>120,960</td></tr><tr><td>Share issue expenses</td><td>–</td><td>(11,728)</td><td>–</td><td>–</td><td>–</td><td>(11,728)</td></tr><tr><td>Profit and total comprehensive
income for the year</td><td>–</td><td>–</td><td>–</td><td>–</td><td>14,150</td><td>14,150</td></tr><tr><td>Exercise of share options
(notes 29 and 31)</td><td>60</td><td>5,139</td><td>(1,622)</td><td>–</td><td>–</td><td>3,577</td></tr><tr><td>Recognition of equity settled share-
based payments (note 31)</td><td>–</td><td>–</td><td>4,992</td><td>–</td><td>–</td><td>4,992</td></tr><tr><td>Dividends (note 12)</td><td>–</td><td>–</td><td>–</td><td>–</td><td>(16,147)</td><td>(16,147)</td></tr><tr><td>At 31 March 2020</td><td>4,060</td><td>110,371</td><td>4,100</td><td>36,311</td><td>19,791</td><td>174,633</td></tr></table> |
20752649_5.pdf | en | of force constants.
There exists Wigner theorem [23] about group-theoretical classification of the linear nor-mal modes. According to this theorem, the modes are classified by irreducible representations (irreps) of the symmetry group \( G _ { 0 } \) of the system in equilibrium. In this way, we can introduce the basis \( \Phi = \{ \phi _ { j } | j = 1 . . N \} \) in the space of all possible atomic displacements, constituted by the complete set of basis vectors of the irreps entering into the mechanical representation of the considered system. Therefore, any vibrational regime \( \mathbf { X } ( t ) = \{ x _ { 1 } ( t ) , x _ { 2 } ( t ) , \ldots , x _ { n } ( t ) \} \) in this system can be decomposed into the above basis with coefficients depending on time t:
\[ \mathbf { X } ( t ) = \sum _ { j = 1 } ^ { N } c _ { j } ( t ) \phi _ { j } \equiv ( C ( t ) , \Phi ) . \eqno ( 3 ) \]
In this equation, each term \( c _ { j } ( t ) \phi _ { j } \) can be considered as nonlinear normal mode according to the definition (1). Indeed, the vector multiplier \( \phi _ { j } \) determines the displacement pattern of all atoms, i.e. the space structure of NNM, while \( c _ { j } ( t ) \) determines time-evolution of the mode. However, for brevity, we often use the term nonlinear normal mode (or vibrational mode) individually for \( \phi _ { j } \), as well as for \( c _ { j } ( t ) \).
The basis vectors \( \phi _ { j } \) correspond to different irreps \( \Gamma _ { n } \) of the group \( G _ { 0 } \) and, therefore, the displacement vector X(t) in (3) can be written as the sum of contributions associated with individual representations of the equilibrium symmetry group \( G _ { 0 } \):
\[ \mathbf { X } ( t ) = \sum ( \mathbf { C } _ { n } ( t ) , \Phi [ \Gamma _ { n } ] ) . \eqno ( 4 ) \]
Here, \( \Phi [ \Gamma _ { n } ] \) is the set of basis vectors of the irrep \( \Gamma _ { n } \).
According to Wigner theorem, the small vibrations of the molecule associated with the different irreducible representations \( \Gamma _ { n } \) are independent from each other. It means that if one excite (by using the appropriate initial conditions when solving linear differential equations) a dynamical regime X(t) corresponding to a given irrep \( \Gamma _ { n } \), this regime can never leads to excitation of the modes belonging to another irreps in the decomposition (4). Therefore, one can ask: “What will happen if we consider large and, therefore, nonlinear vibrations of the molecule?” The theory of the bushes of nonlinear normal modes starts from this question.
The answer was given in Ref. [6] (see also [8], devoted to discussion of the bush theory). It turns out that there exist certain selection rules for excitation transfer from one mode to another. These rules are originate from some group-theoretical restrictions which can be written as a certain system of linear algebraic equations [6]. In particular, one can deduce from this system that excitation from the mode with the given symmetry group G can |
20752649_6.pdf | en | transfer only to those nonlinear normal modes whose own symmetry is higher or equal to G. The above selection rules lead to possibility for existence of bushes of NNMs.
Each bush represents a set of NNMs that conserves the energy of initial excitation until it loses stability because of the phenomenon similar to the parametric resonance with some modes outside a given bush. This phenomenon occurs if amplitudes of some bush modes attain sufficiently large values (see details in [8, 10]).
Every bush possesses its own symmetry that is determined by intersection of all symmetry groups of its modes. As was already mentioned, when the given bush loses stability, it transforms into another bush with lower symmetry and with higher dimension.
Let us consider the simplest bushes for nonlinear vibrations of \( S F _ { 6 } \) molecule using some results obtained in [14]. In the equilibrium state, depicted in Fig. 1, the molecule \( S F _ { 6 } \) possesses point symmetry group \( G _ { 0 } = O _ { h } \). All vibrational modes for this molecule, classified by irreps of the group \( O _ { h } \), can be found in Table. 3 in [14] [three translational modes must be excluded since the central atom (S) is supposed to be immovable].
For the present consideration, we need explicit forms of the displacement patterns of NNMs \( \phi _ { 1 } \), \( \phi _ { 2 } \), \( \phi _ { 3 } \), corresponding to one-dimensional irrep \( \Gamma _ { 1 } \), two-dimensional irrep \( \Gamma _ { 5 } \) and three-dimensional irreps \( \Gamma _ { 1 0 } \). These displacement patterns are given in Table I.
TABLE I. Displacement patterns of the NNMs in \( S F _ { 6 } \) molecule
<table><tr><td>Irrep</td><td>NNM</td><td>Pattern</td></tr><tr><td>Γ1</td><td>\( \phi _ { 1 } \)</td><td>1 \( { \underset { 6 } { = } } ( 0 , 0 , - 1 | - 1 , 0 , \) 0|0, −1, 0|1, 0, 0|0, 1, 0|0, 0, 1|)√</td></tr><tr><td>Γ5</td><td>\( \phi _ { 2 } \)</td><td>\( \begin{array} { r } { \frac { 1 } { \sqrt { 1 2 } } ( 0 , 0 , 2 | - 1 , 0 , 0 | 0 , - 1 , 0 | 1 , 0 , 0 | 0 , 1 , 0 | 0 , 0 , - 2 | ) } \end{array} \))</td></tr><tr><td>Γ10</td><td>\( \phi _ { 3 } \)</td><td>\( \begin{array} { r } { \frac { 1 } { \sqrt { 1 2 } } ( 0 , 0 , - 2 | 0 , 0 , 1 | 0 , 0 , 1 | 0 , 0 , 1 | 0 , 0 , 1 | 0 , 0 , - 2 | } \end{array} \))</td></tr></table>
In this table, for each fluorine atom, according to the numbering in Fig. 1, we point out three coordinates \( x , y , z \), which determines displacement of the nucleus of this atom from the equilibrium position. One can see from Table 1 that the molecule shape in the vibrational regime, corresponding to the mode \( \phi _ { 1 } \) represents, at any moment t, the regular octahedron. Its size vibrates in time becoming larger or lesser in comparison with the octahedron corresponding to the equilibrium state. This NNM is called “breathing” mode. It represents one-dimensional bush with symmetry group \( O _ { h } \). The symmetry group of the breathing mode, \( O _ { h } , \), is higher than that of each other vibrational mode and, therefore, according to the above mentioned selection rules, the excitation from this mode cannot |
20756661_5.pdf | en | \( \langle { e ^ { \prime } , \langle { v , z } \rangle } \rangle \), \( e p o c h ( z ) = e ^ { \prime } \), and z succeeds all zxid values previously broadcast in \( e ^ { \prime } \).
Step \( \ell . \).3.2: Upon receiving acknowledgments from a quo-rum of followers to a given proposal \( \langle { e ^ { \prime } , \langle { v , z } \rangle } \rangle \), the leader sends a commit \( C O M M T ( e ^ { \prime } , \langle v , z \rangle ) \) to all follow-ers.
Step \( f \).3.1: Follower f initially invokes \( r e a d y ( e ^ { \prime } ) \) if it is leading.
Step \( f \).3.2: Follower f accepts proposals from \( \ell \) following reception order and appends them to \( h _ { f } \) .
Step \( f \).3.3: Follower f commits a transaction \( \langle v , z \rangle \) by invoking \( a b d e l i \nu e r ( \langle v , z \rangle ) \) once it receives \( C O M M T ( e ^ { \prime } , \langle v , z \rangle ) \) and it has committed all transactions \( \langle v ^ { \prime } , z ^ { \prime } \rangle \) such that \( \langle v ^ { \prime } , z ^ { \prime } \rangle \in h _ { f } \) , \( z ^ { \prime } \prec _ { z } z \).
Step \( \ell . \).3.3: Upon receiving a CEPOCH(e) message from follower f while in Phase 3, leader \( \ell \) proposes back \( N E W E P O C H ( e ^ { \prime } ) \) and \( N E W L E A D E R ( e ^ { \prime } , I _ { e ^ { \prime } } \circ \beta _ { e ^ { \prime } } ) \).
Step \( \ell \).3.4: Upon receiving an acknowledgement from f of the \( N E W L E A D E R ( e ^ { \prime } , I _ { e ^ { \prime } } \circ \beta _ { e ^ { \prime } } ) \) proposal, it sends a commit message to f. Leader \( \ell \) also makes \( Q \leftarrow Q \cup \{ f \} \).
✷
Note that a realization of this protocol does not re-quire sending complete histories with \( A C K – E ( f . a , h _ { f } ) \) and \( N E W L E A D E R ( e ^ { \prime } , I _ { e ^ { \prime } } ) \), only the last transaction identifier in the history followed by missing transactions. It is also possible to omit values in acknowledgements and commit messages in Phase 3 to reduce the size of messages.
The following section discusses the Zab protocol in more detail along with some implementation aspects.
# V. ZAB IN DETAIL
In our implementation of Zab, a Zab process can be looking for a leader (ELECTION state), following (FOLLOWING state), or leading (LEADING state). When a process starts, it enters the ELECTION state. While in this state the process tries to elect a new leader or become a leader. If the process finds an elected leader, it moves to the FOLLOWING state and begins to follow the leader. Processes in the FOLLOWING state are followers. If the process is elected leader, it moves to the LEADING state and becomes the leader. Given that a pro-cess that leads also follows, states LEADING and FOLLOW-ING are not exclusive. A follower transitions to ELECTION if it detects that the leader has failed or relinquished leadership, while a leader transitions to ELECTION once it observes that it no longer has a quorum of followers supporting its leadership.
The basic delivery protocol is similar in spirit to two phase commit [16] without aborts. The primary picks values to broadcast in FIFO order and creates a transaction \( \langle v , z \rangle \). Upon receiving a request to broadcast a transaction, a leader pro-poses \( \langle e , \langle v , z \rangle \rangle \) following the order of zxid of the transactions. The followers accept the proposal and acknowledge by sending an \( A C K ( e , \langle v , z \rangle ) \) back to the leader. Note that a follower does not send the acknowledgment back until it writes the proposal to local stable storage. When a quorum of processes have accepted the proposal, the leader issues a \( C O M M I T ( e , \langle v , z \rangle ) \). When a process receives a commit message for a proposal \( \langle e , \langle v , z \rangle \rangle \), the process delivers all undelivered proposals with zxid \( z ^ { \prime } \), \( z ^ { \prime } \prec _ { z } z \).
Co-locating the leader and the primary on the same process has practical advantages. The primary-backup scheme we use requires that at most one process at a time is able to generate updates that can be incorporated into the service state. A primary propagates state updates using Zab, which in turn requires a leader to initiate proposals. Leader and primary correspond to different functionality, but they share a common requirement: election. By co-locating them, we do not need separate elections for primary and leader. Also important is the fact that calls to broadcast transactions are local when they are co-located. We consequently co-locate leader and primary.
# A. Establishing a new leader
Leader election occurs in two stages. First, we run a leader election algorithm that outputs a new process as the leader. We can use any protocol that, with high probability, chooses a process that is up and that a quorum of processes selects. This property can be fulfilled by an \( \Omega \) failure detector [17].
Figure 5 shows the events for both the leader and followers when establishing a new leader. An elected leader does not become established for a given epoch e until it completes Phase 2, in which it successfully achieves consensus on the proposal history and on itself as the leader of e. We define a established leader and a established epoch as follows:
Definition V.1. (Established leader) A leader \( \ell _ { e } \) is estab-lished for epoch e if the \( N E W L E A D E R ( e , I _ { e } ) \) proposal of \( \ell _ { e } \) is accepted by a quorum Q of followers.
Definition V.2. (Established epoch) An epoch e is established if there is an established leader for e.
Once a process determines that it is a prospective leader by inspecting the output of the leader election algorithm, it starts a new iteration in Phase 1. It initially collects the latest epoch of a quorum of followers Q, proposes a later epoch, and collects the latest epoch and highest zxid of each of the followers in Q. The leader completes Phase 1 once it selects the history from a follower f with latest epoch and highest zxid in a \( A C K { - } E ( f . a , h _ { f } ) \). These steps are necessary to guarantee that once the prospective leader completes Phase 1, none of the followers in Q accept proposals from earlier epochs. Given that the history of a follower can be arbitrarily long, it is not efficient to send the entire history in a \( A C K { - } E ( f . a , h _ { f } ) \). The last zxid of a follower is sufficient for the prospective leader to determine if it needs to copy transactions from any given follower, and only copies missing transactions.
In Phase 2, the leader proposes itself as the leader of the new epoch and sends a \( N E W L E A D E R ( e , I _ { e } ) \) proposal, which contains the initial history of the new epoch. As with \( A C K – E ( f . a , h _ { f } ) \), it is not necessary to send the complete initial history, but instead only the transactions missing. A leader becomes established once it receives the acknowledgments to the new leader proposal from a quorum of followers, at which point it commits the new proposal. Followers deliver |
20756661_6.pdf | en | Fig. 5. Zab protocol summary
the initial history and complete Phase 2 once they receive a commit message for the new leader proposal.
One interesting optimization is to use a leader election primitive that selects a leader that has the latest epoch and has accepted the transaction with highest zxid among a quorum of processes. Such a leader provides directly the initial history of the new epoch.
# B. Leading
A leader proposes operations by queuing them to all con-nected followers. To achieve high throughput and low latency, the leader has a steady stream of proposals to the followers. By the channel properties, we guarantee that followers receive proposals in order. In our implementation, we use TCP connec-tions to exchange messages between processes. If a connection to a given follower closes, then the proposals queued to the connection are discarded and the leader considers the corresponding follower down.
Detecting crashes through connections closing was not a suitable choice for us. Timeout values for a connection can be of minutes or even hours, depending on the operating system configuration and the state of the connection. To mutually detect crashes in a fine-grained and convenient manner, avoiding operating system reconfiguration, leader and followers exchange periodic heartbeats. If the leader does not receive heartbeats from a quorum of followers within a timeout interval, the leader renounces leadership of the epoch, and transitions to the ELECTION state. Once it elects a leader, it starts a new iteration of the algorithm, and starts a new iteration of the protocol proceeding to Phase 1.
# C. Following
When a follower emerges from leader election, it connects to the leader. To support a leader, a follower f acknowledges its new epoch proposal, and it only does so if the new epoch proposed is later than f.p. A follower only follows one leader at a time and stays connected to a leader as long as it receives heartbeats within a timeout interval. If there is an interval with no heartbeat or the TCP connection closes, the follower abandons the leader, transitions to ELECTION and proceeds to Phase 1 of the algorithm.
Figure 5 shows the protocol a follower executes to support a leader. The follower sends its current epoch f.a in a current epoch message (CEPOCH(f.a)) to the leader. The leader sends a new epoch proposal (NEWEPOCH(e)) once it receives a current epoch message from a quorum Q of followers. The new proposed epoch e must be greater than the current epoch of any follower in Q. A follower acknowledges the new epoch proposal with its latest epoch and highest zxid, which the leader uses to select the initial history for the new epoch.
In Phase 2, a follower acknowledges the new leader pro-posal \( ( N E W L E A D E R ( e , I _ { e } ) \)) by setting its \( f , G \) value to e and accepting the transactions in the initial history. Note that once a follower accepts a new epoch proposal for an epoch e, it does not send an acknowledgement for any other new epoch proposal for the same epoch e. This property guarantees that no two processes can become established leaders for the same epoch e. Once it receives a commit message from the leader for the new leader proposal, the follower completes Phase 2 and proceeds to Phase 3. In Phase 3, the follower receives new proposals from the leader. A follower adds new proposals to its history and acknowledges them. It delivers these proposals when it receives commit messages from the leader.
Note that a follower and a leader follow the recovery protocol both when a new leader is emerging and when a follower connects to an established leader. If the leader is already established, the \( N E W L E A D E R ( e , I _ { e } ) \) proposal has already been committed so any acknowledgements for the \( N E W L E A D E R ( e , I _ { e } ) \) proposal are ignored.
# D. Liveness
Zab requires the presence of a leader to propose and commit operations. To sustain leadership, a leader process \( \ell \) needs to be able to send messages to and receive messages from followers. In fact, process \( \ell \) requires that a quorum of followers are up and select \( \ell \) as their leader to maintain its leadership. This requirement follows closely the properties |
11783128_12.pdf | en | a vendor releases a security patch it can take months, or even years, before 90 to 95 percent of the vulnerable computers are fixed.
Internet users have relied heavily on the ability of the Internet community as a whole to react quickly enough to security attacks to ensure that damage is minimized and attacks are quickly defeated. Today, however, it is clear that we are reaching the limits of effectiveness of our reactive solutions. While individual response organizations are all working hard to streamline and automate their procedures, the number of vulnerabilities in commercial soft-ware products is now at a level where it is virtually impossible for any but the best-resourced organizations to keep up with the vulnerability fixes.
There is little evidence of improvement in the security of most products;many software developers do not understand the lessons learned about the causes of vulnerabilities or apply adequate mitigation strategies. This is evi-denced by the fact that the CERT/CC continues to see the same types of vul-nerabilities in newer versions of products that we saw in earlier versions.
These factors, taken together, indicate that we can expect many attacks to cause significant economic losses and service disruptions within even the best response times that we can realistically hope to achieve.
Aggressive, coordinated response continues to be necessary, but we must also build more secure systems that are not as easily compromised.
# ■ About Secure Coding in C and C++
Secure Coding in C and C++ addresses fundamental programming errors in C and C++ that have led to the most common, dangerous, and disruptive soft-ware vulnerabilities recorded since CERT was founded in 1988. This book does an excellent job of providing both an in-depth engineering analysis of programming errors that have led to these vulnerabilities and mitigation strategies that can be effectively and pragmatically applied to reduce or elimi-nate the risk of exploitation.
I have worked with Robert since he first joined the SEI in April, 1987. Robert is a skilled and knowledgeable software engineer who has proven him-self adept at detailed software vulnerability analysis and in communicating his observations and discoveries. As a result, this book provides a meticulous treatment of the most common problems faced by software developers and provides practical solutions. Robert’s extensive background in software devel-opment has also made him sensitive to trade-offs in performance, usability, and other quality attributes that must be balanced when developing secure |
11783128_13.pdf | en | code. In addition to Robert’s abilities, this book also represents the knowledge collected and distilled by CERT operations and the exceptional work of the CERT/CC vulnerability analysis team, the CERT operations staff, and the edi-torial and support staff of the Software Engineering Institute.
— Richard D. Pethia
CERT Director |
20780840_71.pdf | en | The following table summarizes the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities:
<table><tr><td rowspan="2"></td><td colspan="2">As of August 31,</td></tr><tr><td>2018</td><td>2017</td></tr><tr><td>Deferred tax assets:</td><td></td><td></td></tr><tr><td>Allowance for doubtful accounts</td><td>$ 154</td><td>$ 228</td></tr><tr><td>Inventories</td><td>982</td><td>1,462</td></tr><tr><td>Accruals</td><td>584</td><td>800</td></tr><tr><td>Warranty reserve</td><td>50</td><td>120</td></tr><tr><td>Pension accrual</td><td>2,567</td><td>5,078</td></tr><tr><td>Deferred compensation</td><td>260</td><td>358</td></tr><tr><td>Deferred revenue</td><td>—</td><td>334</td></tr><tr><td>Foreign currency loss on previously taxed income</td><td>96</td><td>—</td></tr><tr><td>Loan finance costs</td><td>27</td><td>27</td></tr><tr><td>Restricted stock grants</td><td>547</td><td>792</td></tr><tr><td>Non-qualified stock options</td><td>94</td><td>26</td></tr><tr><td>Other</td><td>296</td><td>280</td></tr><tr><td></td><td>5,657</td><td>9,505</td></tr><tr><td>Deferred tax liabilities:</td><td></td><td></td></tr><tr><td>Prepaid liabilities</td><td>(25)</td><td>(29)</td></tr><tr><td>Unrepatriated earnings</td><td>—</td><td>(2,298)</td></tr><tr><td>Unrealized gain/loss on restricted investments</td><td>(112)</td><td>(177)</td></tr><tr><td>Depreciation and amortization</td><td>(4,173)</td><td>(5,362)</td></tr><tr><td>Other</td><td>—</td><td>(25)</td></tr><tr><td></td><td>(4,310)</td><td>(7,891)</td></tr><tr><td>Net deferred tax assets (liabilities)</td><td>$ 1,347</td><td>$ 1,614</td></tr></table>
During fiscal 2018, the Company recorded a transition tax adjustment associated with its accumulated unrepatriated foreign earnings reducing long-term deferred tax liabilities by \$2,298 and increasing short- and long-term accrued income taxes by \$153 and \$1,766, respectively. Consistent to prior to the passage of the Tax Act, we do not currently take the position that undistributed foreign subsidiaries’ earnings are considered to be permanently reinvested.
A summary of the Company’s adjustments to its uncertain tax positions in fiscal years ended August 31, 2018, 2017 and 2016 are as follows:
<table><tr><td></td><td>2018</td><td>2017</td><td>2016</td></tr><tr><td>Balance, at beignninfg o the year</td><td>$ 1,257</td><td>$ 1,229</td><td>$ 1,249</td></tr><tr><td>Increase for tax positions related to the current year</td><td>47</td><td>65</td><td>37</td></tr><tr><td>Increase for tax positions related to prior years</td><td>595</td><td>16</td><td>98</td></tr><tr><td>Increase for interest and penalties</td><td>71</td><td>6</td><td>102</td></tr><tr><td>Decreases for lapses of statute of limitations</td><td>(81)</td><td>(59)</td><td>(257)</td></tr><tr><td>Balance, at end of year</td><td>$ 1,889</td><td>$ 1,257</td><td>$ 1,229</td></tr></table>
The unrecognized tax benefits mentioned above include an aggregate of \$751 of accrued interest and penalty balances related to uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. An increase in accrued interest and penalty charges of approximately \$71, net of Federal tax expense, was recorded as a tax expense during the current fiscal year. The Company does not anticipate that its accrual for uncertain tax positions will change by a material amount over the next twelve-month period, as it does not |
20780840_72.pdf | en | expect to settle any potential disputed items with the appropriate taxing authorities nor does it expect the statute of limitations to expire for any items.
The Company is subject to U.S. Federal income tax, as well as to income tax of multiple state, local and foreign tax jurisdictions. The statute of limitations for all material U.S. Federal, state, and local tax filings remains open for fiscal years subsequent to 2014. For foreign jurisdictions, the statute of limitations remains open in the U.K. for fiscal years subsequent to 2014 and in France for fiscal years subsequent to 2017.
# Note 8—Operating Leases
The Company is obligated under various operating leases, primarily for real property and equipment. Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of August 31, 2018, are as follows:
<table><tr><td>Year ending August 31,</td><td>Future Operating
Lease Payments</td></tr><tr><td>2019</td><td>$ 2,144</td></tr><tr><td>2020</td><td>2,054</td></tr><tr><td>2021</td><td>1,865</td></tr><tr><td>2022</td><td>1,284</td></tr><tr><td>2023</td><td>1,128</td></tr><tr><td>2024 and thereafter</td><td>3,302</td></tr><tr><td>Total future minimum lease payments</td><td>$ 11,777</td></tr></table>
Total rental expense for all operating leases amounted to \$3,114, \$2,516 and \$1,631 for the years ended August 31, 2018, 2017 and 2016, respectively.
# Note 9—Benefits and Pension Plans
# 401(k) Plans
The Company has a defined contribution plan adopted pursuant to section 401(k) of the Internal Revenue Code of 1986 (the “Chase 401(k) Plan”). Any qualified employee who has attained age 21 and has been employed by the Company for at least six months may contribute a portion of his or her salary to the plan and the Company will match 100% of the first one percent of salary contributed and 50% thereafter, up to an amount equal to three and one-half percent of such employee’s annual salary.
Through our wholly-owned subsidiary NEPTCO, the Company has two additional 401(k) savings plans, one for union employees and one for nonunion employees (the nonunion plan was merged into the Chase 401(k) Plan effective January 1, 2018). Under these plans, substantially all employees of NEPTCO are eligible to participate by making pre-tax contributions to these plans. Participants may elect to defer between 1% and 10% of their annual compensation. The Company may contribute \$0.75 for each \$1.00 of participant deferrals up to 6% of the non-union participant’s compensation. The Company may match union employee contributions by \$0.50 for each \$1.00 of participant deferrals up to 6% of the participant’s compensation.
The Company’s contribution expense for all 401(k) plans was \$702, \$519 and \$571 for the years ended August 31, 2018, 2017 and 2016, respectively. |
2180600_59.pdf | en | TO THE MEMBERS OF
XINCHEN CHINA POWER HOLDINGS LIMITED
(incorporated in the Cayman Islands with limited liability)
# OPINION
We have audited the accompanying consolidated financial statements of Xinchen China Power Holdings Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”) set out on pages 62 to 124, which comprise the consolidated statement of financial position as at 31 December 2017 and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2017, and of its consolidated financial performance and consolidated cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance (“CO”).
# BASIS FOR OPINION
We conducted our audit in accordance with Hong Kong Standards on Auditing (“HKSAs”) issued by the HKICPA. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the HKICPA’s Code of Ethics for Professional Accountants (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
# 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.
<table><tr><td>Key audit matter</td><td>How our audit addressed the key audit matter</td></tr><tr><td>Impairment of intanibltge asses</td><td></td></tr><tr><td>At 31 December 2017, the Group had significant intaniblge assets
amounted to Renminbi (“RMB”) 590,478,000 which arose from
caitalisation of development costs of technical kpnow-how of new
automotive enines and are amortised based on unit ofg production
by reference to the expected saleable units of respective automotive
enignes.
Recoverabilitly of these intanibbge assets is ased on the forecasting
saleable units, which are inherentlhy hilgy judgmental.
The key estimate made by the management included the expected
saleable units of respective automotive enignes.
Management’s disclosures with regard to the estimation are
contained in Note 4 to the consolidated financial statements, whilst
the disclosures in respect of the carriyng value of intaniblge assets
are set out in Note 17 to the consolidated financial statements.</td><td>Our procedures in relation to assessment of the carriyng value of
intaniblge assets with imiparment indicator included:
• Discussing with the management and understanding the
management’s basis of estimation of saleable units;
• Understanding the management process over the regular
assessment of saleable units;
• Assessing the accuracy of the management’s estimate of the
likelihood of saleable units based on historical sales records
and, where alipcable indipcative units confirmed by customers;
and
• Testing the subsequent sales units after the year-end, on a
samlpe basis, to source documents, including goods delivery
notes and invoices.</td></tr></table> |
2180600_60.pdf | en | # KEY AUDIT MATTERS (Cont’d)
<table><tr><td>Key audit matter</td><td>How our audit addressed the key audit matter</td></tr><tr><td>Revenue recognition</td><td></td></tr><tr><td>Revenue of the Group mainly comprises sales of enignes and
parts. The Group enters into sulppy agreements with its major
customers every year. According to the terms of the agreements,
revenue is recognised when the goods are received and accepted
by the customers, which is considered to be the point in time when
the significant risks and rewards of ownership of the goods are
transferred to the customers.
We identified the recognition of revenue as a key audit matter
because revenue is one of the key performance indicators of the
Group and because there is an inherent risk of manipulation of
the timing of recognition of revenue to meet specific targets or
expectations. The disclosure in respect of revenue generated for the
year are set out in Note 5 to the consolidated financial statements.</td><td>Our procedures to address the recognition of revenue included:
• Understanding the management process over the revenue
recognition;
• Inspecting sales agreements signed in the current year, on
a samle basis, and considpering whether the agreements
contained terms allowing the customers to make any sales
returns;
• Obtaining external confirmations of the value of sales
transactions for the year directly from customers, on a samlpe
basis;
• Inspecting the sales invoices and related goods delivery notes
with th’e customers signed acceptance for sales transactions
for the year where the customers did not return the requested
confirmations; and
• Comparing, for a samle of sales transaction just befpore and
just after the financial year end, details in the sales invoices to
the relevant goods delivery notes, which were signed by the
customers to indicate their acceptance of the goods, to assess
if the related revenue have been recognised in the appropriate
financial period on the basis of the terms of sales as set out in
the agreements.</td></tr></table> |
3423546_61.pdf | en | The negative and financial covenants of the warehouse agreement conform to those of the warehouse agreement for Agency Warehouse Facility \#1, described above, with the exception of the leverage ratio covenant, which is not included in the warehouse agreement for Agency Warehouse Facility \#6.
# Uncommitted Agency Warehouse Facility:
We have a \$1.5 billion uncommitted facility with Fannie Mae under its ASAP funding program. After approval of certain loan documents, Fannie Mae will fund loans after closing and the advances are used to repay the primary warehouse line. Fannie Mae will advance 99% of the loan balance, and borrowings under this program bear interest at LIBOR plus 115 basis points, with a minimum LIBOR rate of 35 basis points. There is no expiration date for this facility. No changes have been made to the uncommitted facility during 2017. The uncommitted facility has no specific negative or financial covenants.
# Interim Warehouse Facilities
To assist in funding loans held for investment under the Interim Program, we have three warehouse facilities with certain national banks in the aggregate amount of \$0.3 billion as of December 31, 2017 (“Interim Warehouse Facilities”). Consistent with industry practice, two of these facilities are revolving commitments we expect to renew annually, and one is a revolving commitment we expect to renew every two years. Our ability to originate loans held for investment depends upon our ability to secure and maintain these types of short-term financings on acceptable terms.
# Interim Warehouse Facility \#1:
We have an \$85.0 million committed warehouse line agreement that is scheduled to mature on April 30, 2018. The facility provides us with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company and bear interest at 30-day LIBOR plus 190 basis points. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. During the second quarter of 2017, we executed the seventh amendment to the credit and security agreement that extended the maturity date to April 30, 2018. No other material modifications were made to the agreement during 2017.
The facility agreement requires the Company’s compliance with the same financial covenants as Agency Warehouse Facility \#1, described above, and also includes the following additional financial covenant:
# • minimum rolling four-quarter EBITDA, as defined, to total debt service ratio of 2.00 to 1.0
# Interim Warehouse Facility \#2:
We have a \$100.0 million committed warehouse line agreement that is scheduled to mature on December 13, 2019. The agreement provides us with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company. All borrowings originally bear interest at LIBOR plus 200 basis points. The lender retains a first priority security interest in all mortgages funded by such advances on a cross-collateralized basis. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. During the fourth quarter of 2017, the Company executed the fourth amendment to the agreement that extended the maturity date to December 13, 2019 and reduced the maximum borrowing capacity to \$100.0 million. The Company requested the reduction in the maximum bor-rowing capacity due to the formation of the Interim Program JV, which reduced the Company’s need to fund loans under the Interim Program. No other material modifications were made to the agreement during 2017.
The credit agreement, as amended and restated, requires the borrower and the Company to abide by the same finan-cial covenants as Agency Warehouse Facility \#1, described above, with the exception of the leverage ratio covenant, which |
3423546_62.pdf | en | is not included in the warehouse agreement for Interim Warehouse Facility \#2. Additionally, Interim Warehouse Facility \#2 has the following additional financial covenants:
• rolling four-quarter EBITDA, as defined, of not less than \$35 million, and
• debt service coverage ratio, as defined, of not less than 2.75 to 1.0
# Interim Warehouse Facility \#3:
We have a \$75.0 million repurchase agreement with a national bank that is scheduled to mature on May 19, 2018. The agreement provides us with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company. The borrowings under the agreement bear interest at a rate of LIBOR plus 2.00% to 2.50% (“the spread”). The spread varies according to the type of asset the borrowing finances. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. During the second quarter of 2017, we exercised our option to extend the maturity date of the repurchase agreement to May 19, 2018. No other material modifications were made to the agreement during 2017.
The Repurchase Agreement requires the borrower and the Company to abide by the following financial covenants:
• tangible net worth of the Company of not less than (i) \$200.0 million plus (ii) 75% of the net proceeds of any equity issuances by the Company or any of its subsidiaries after the closing date,
• liquid assets of the Company of not less than \$15.0 million,
• leverage ratio, as defined, of not more than 3.0 to 1.0, and
• debt service coverage ratio, as defined, of not less than 2.75 to 1.0.
The warehouse agreements above contain cross-default provisions, such that if a default occurs under any of our warehouse agreements, generally the lenders under our other warehouse agreements could also declare a default. As of December 31, 2017, we were in compliance with all of our warehouse line covenants.
We believe that the combination of our capital and warehouse facilities is adequate to meet our loan origination needs.
# Debt Obligations
We have a senior secured term loan credit agreement (the “Term Loan Agreement”). The Term Loan Agreement provides for a \$175.0 million term loan that was issued at a discount of 1.0% (the “Term Loan”). At any time, we may also elect to request the establishment of one or more incremental term loan commitments to make up to three additional term loans (any such additional term loan, an “Incremental Term Loan”) in an aggregate principal amount for all such Incremental Term Loans not to exceed \$60.0 million.
The Term Loan requires mandatory prepayments in certain circumstances pursuant to the terms of the Term Loan Agreement. In April of 2015, we made a mandatory prepayment of \$3.6 million. In connection with the mandatory pre-payment, our quarterly principal installments were reduced to \$0.3 million from \$0.4 million, beginning with the June 30, 2015 principal payment. The final principal installment of the Term Loan is required to be paid in full on December 20, 2020 (or, if earlier, the date of acceleration of the Term Loan pursuant to the terms of the Term Loan Agreement) and will be in an amount equal to the aggregate outstanding principal of the Term Loan on such date (together with all accrued interest thereon).
At our election, the Term Loan will bear interest at either (i) the “Base Rate” plus an applicable margin or (ii) the London Interbank Offered Rate (“LIBOR Rate”) plus an applicable margin, subject to adjustment if an event of default |
11790457_124.pdf | en | respectively, representing a CAGR of 55.0% over the three years from 2007 to 2009 and an increase of 45.2% in the six months ended 30 June 2010 over the same period in 2009, and our net profit margin was 16.8%, 20.7%, 21.6% and 25.1% in the respective period.
Our business and results of operations during the Track Record Period relied heavily on two in-licensed products and a small number of suppliers. Please refer in the section headed “Risk Factors — Risks relating to our business — We rely on suppliers and other third parties with respect to our in-licensed products. If we cannot maintain our relationships with our suppliers and such other third parties, it may impair our ability to renew the exclusive promotion and selling rights in respect of our existing in-licensed products upon expiry or obtain promotion and selling rights for new products” in this prospectus. As part of our growth strategy, we seek to expand our product portfolio by obtaining exclusive promotion and selling rights from international and domestic pharmaceutical companies for new in-licensed products with high growth potential. We currently aim to add an average of two additional products to our portfolio every year. Since late 2006, we managed to add six new key in-licensed products to our product portfolio. As our product portfolio expands, we reduce the risks associated with our reliance on a limited number of products and the expanding portfolio is expected to continue to contribute to our growth.
# Recent regulatory development
Four of our key in-licensed products are included in the Insurance Catalogue, namely, Deanxit, Ursofalk, GanFuLe and Salofalk, and are therefore subject to price control in China, which typically involves the imposition of retail price ceilings by the PRC government. For each of the three years ended 31 December 2007, 2008 and 2009 and the six months ended 30 June 2010, sales of these four key in-licensed products accounted for approximately 84.1%, 85.2%, 82.3% and 76.2% of our Group’s turnover for the respective period. Please refer to the section headed “Regulatory Framework — Legal supervision relating to the pharmaceutical industry in the PRC — Price control” in this prospectus for further details.
During the Track Record Period, the retail price ceiling of Ursofalk was adjusted downwards twice by the PRC government. Similarly, the retail price ceiling of Salofalk also endured PRC government imposed adjustments before we obtained the exclusive rights to promote and sell the product in the PRC in September 2008. Our Group’s results of operations during the Track Record Period were not affected by any price adjustments imposed by the PRC government in relation to our products included in the Insurance Catalogue. There was a gap between the retail price ceiling and our Group’s selling price for all of our products included in the Insurance Catalogue, which left us with meaningful room to absorb the price ceiling reductions imposed during the Track Record Period. However, we cannot assure you that the selling prices of our products will not be adversely affected should the PRC government impose any further price control on any of our products, including expanding the list of our products subject to price control and further significantly lowering the retail price ceilings of our products that are included in the Insurance Catalogue. To mitigate the risks associated with any potential price control measures imposed on our products and to lower the resulting potential impact to our business and results of operations, we strive to expand our product portfolio and increase the number of in-licensed products that we promote and sell so that we reduce our reliance on any single or a small group of products.
On 1 June 2010, the NDRC issued the “Consultation Paper in relation to the Administrative Measures on the Prices of Pharmaceutical Products” (《藥品價格管理辦法(徵求意見稿)》) to seek public opinions on new price control measures in respect of pharmaceutical products included in the Insurance Catalogue. The Consultation Paper is still at a preliminary stage and it is uncertain what measures will be adopted by the NDRC eventually. Further, on 17 June 2010, in response to substantial price increases in respect of certain pharmaceutical products immediately prior to or soon after their admission to the Insurance Catalogue in 2009, the NDRC released a news article on |
11790457_125.pdf | en | its website titled “NDRC commenced appraisal on the pricing of the pharmaceutical products newly admitted to the Insurance Catalogue; investigations into pharmaceutical companies which substantially increased the prices of their pharmaceutical products that have been admitted to the Insurance Catalogue” (《國家發展改革委已啟動新進醫保目錄藥品核價工作，對企業在醫保目錄公佈前後的漲價行為從嚴核查》). We have only one key in-licensed product, Deanxit, which was newly admitted to the Insurance Catalogue in 2009. For the three years ended 31 December 2007, 2008 and 2009 and the six months ended 30 June 2010, our sales of Deanxit amounted to US\$26.1 million, US\$36.7 million, US\$44.5 million and US\$26.0 million, respectively, accounting for 50.5%, 50.6%, 46.1% and 42.5% of our total turnover in the respective periods. We are not aware of any substantial increase in the retail prices of Deanxit in 2009 immediately prior to or soon after its admission to the Insurance Catalogue in 2009. On 2 July 2010, the NDRC issued a press release on its website announcing an investigation into the prices of about 900 types of pharmaceutical products from more than 900 manufacturers, which are either newly admitted to the Insurance Catalogue or are subject to price ceilings. The Drug Price Review Centre of the NDRC published a list of manufacturers and pharmaceutical products subject to price investigations. One of our key in-license products, GanFuLe, and its Hunan-based manufacturer were named on this list. For the three years ended 31 December 2007, 2008 and 2009 and the six months ended 30 June 2010, our sales of GanFuLe amounted to US\$2.6 million, US\$3.9 million, US\$4.8 million and US\$2.0 million, respectively, accounting for 5.0%, 5.4%, 5.0% and 3.3% of our total revenue in the respective periods. The price investigation by the NDRC may not necessarily lead to a lowering of GanFuLe’s retail price ceiling. Given GanFuLe’s minimal contribution to our total turnover, even if the investigations result in the lowering of GanFuLe’s retail price ceiling and our selling price is negatively impacted, we believe that this will not have a material adverse impact on our business and profitability.
Save as disclosed above, as at the Latest Practicable Date, we had not received any notification nor are we aware of any price investigation by the NDRC against any of our key in-licensed products. However, we cannot assure you that we or any of our other key in-licensed products will not be subject to any price investigations or other investigations carried out by any PRC governmental bodies. Please refer to the risk factor headed “Our ability to set or raise the prices of our products which are included in the Insurance Catalogue is limited by price control measures imposed by the PRC government. If any of these measures is further tightened or any retail price ceiling is significantly lowered, our business and profitability may be adversely affected” in the section headed “Risk Factors” in this prospectus for further details.
# OUR COMPETITIVE STRENGTHS
We believe that the following competitive strengths position us well for continued growth:
# We are the largest pharmaceutical service company providing marketing, promotion and sale services in China for specialty pharmaceutical companies, and we benefit from economies of scale.
According to the Frost & Sullivan Report, we are the largest pharmaceutical service company providing marketing, promotion and sale services for prescription pharmaceutical products in China, and we operate the largest third-party promotion platform in China in terms of hospital coverage, therapeutic focus and number of salespeople. We maintained our lead in sales over our competitors in the three years from 2007 to 2009. We have a growing professional and experienced marketing, promotion and sales team of over 950 employees covering 30 provinces, 97% of the provincial capitals and 86% of prefecture level cities in China. Our marketing, promotion and sales team grew from approximately 550 staff at the end of 2007 to 702, 750 and over 950 in 2008, 2009 and at the end of July 2010, respectively. In addition, we have the largest third-party marketing and sales network, covering close to 6,000 hospitals, including 91.5% of class-three hospitals and 34.6% |
9328585_126.pdf | en | <table><tr><td></td><td>sory
Firefihgte
r/Assistan
t Chief of
Training</td><td>sory
Firefihgte
r/Assistan
t Chief of
Training</td><td></td><td></td><td></td></tr><tr><td>10/23/2019</td><td>Subject
2/Supervisor
y
Firefihgter/A
ssistant Chief
of Training</td><td>Subject
2/Supervisory
Firefihgter/Assi
stant Chief of
Training</td><td>Firefihgter 10</td><td>NR/NYS EMT
(ELECTIVE)</td><td>1300-1400</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 10</td><td>RESCUE
TECHNICIA
N - ROPE
RESCUE</td><td>1300-1400</td></tr><tr><td>3/8/2019</td><td>Subject
2/Supervisor
y
Firefihgter/A
ssistant Chief
of Training</td><td>Subject
2/Supervisory
Firefihgter/Assi
stant Chief of
Training</td><td>Firefihgter 10</td><td>ROPES AND
KNOTS</td><td>1000-1100</td></tr><tr><td>8/15/2019</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 4</td><td>AIRCRAFT
RESPONSE
AND
FIREFIGHTI
NG
PRINCIPLES</td><td>1102-1202</td></tr><tr><td>8/15/2019</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
6/Fire
Protection
Specialist</td><td>AIRCRAFT
RESPONSE
AND
FIREFIGHTI
NG
PRINCIPLES</td><td>1102-1202</td></tr></table> |
9328585_127.pdf | en | <table><tr><td>8/15/2019</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 22</td><td>AIRCRAFT
RESPONSE
AND</td><td>1102-1202</td></tr></table> |
2591435_14.pdf | en | <table><tr><td rowspan="3"></td><td>000600.SZ</td><td>建投能源</td><td>增持</td><td>13.24</td><td>4.7%</td><td>0.81</td><td>0.53</td><td>0.64</td><td>16</td><td>25</td><td>21</td><td>2.2</td></tr><tr><td>600021.SH</td><td>上海电力</td><td>增持</td><td>12.81</td><td>-0.3%</td><td>0.43</td><td>0.45</td><td>0.92</td><td>30</td><td>28</td><td>14</td><td>2.7</td></tr><tr><td>600578.SH</td><td>京能电力</td><td>增持</td><td>4.33</td><td>0.5%</td><td>0.28</td><td>0.15</td><td>0.26</td><td>15</td><td>29</td><td>17</td><td>1.2</td></tr><tr><td rowspan="8">水电</td><td>000883.SZ</td><td>湖北能源</td><td>买入</td><td>4.82</td><td>-0.8%</td><td>0.29</td><td>0.32</td><td>0.36</td><td>16</td><td>15</td><td>13</td><td>1.3</td></tr><tr><td>000722.SZ</td><td>湖南发展</td><td>买入</td><td>12.39</td><td>1.4%</td><td>0.30</td><td>0.29</td><td>0.32</td><td>41</td><td>43</td><td>39</td><td>2.1</td></tr><tr><td>000601.SZ</td><td>韶能股份</td><td>买入</td><td>7.01</td><td>7.4%</td><td>0.41</td><td>0.59</td><td>0.72</td><td>17</td><td>12</td><td>10</td><td>1.7</td></tr><tr><td>600236.SH</td><td>桂冠电力</td><td>买入</td><td>5.74</td><td>4.0%</td><td>0.43</td><td>0.45</td><td>0.46</td><td>13</td><td>13</td><td>12</td><td>2.6</td></tr><tr><td>600900.SH</td><td>长江电力</td><td>买入</td><td>14.88</td><td>-0.7%</td><td>0.94</td><td>0.94</td><td>0.90</td><td>16</td><td>16</td><td>17</td><td>2.5</td></tr><tr><td>600674.SH</td><td>川投能源</td><td>增持</td><td>9.65</td><td>0.4%</td><td>0.80</td><td>0.80</td><td>0.80</td><td>12</td><td>12</td><td>12</td><td>2.0</td></tr><tr><td>600886.SH</td><td>国投电力</td><td>增持</td><td>8.01</td><td>1.4%</td><td>0.58</td><td>0.54</td><td>0.59</td><td>14</td><td>15</td><td>14</td><td>1.8</td></tr><tr><td>002039.SZ</td><td>黔源电力</td><td>增持</td><td>14.40</td><td>3.2%</td><td>0.42</td><td>0.47</td><td>0.54</td><td>34</td><td>31</td><td>27</td><td>2.1</td></tr><tr><td rowspan="7">配网</td><td>600979.SH</td><td>广安爱众</td><td>买入</td><td>5.54</td><td>3.7%</td><td>0.23</td><td>0.21</td><td>0.24</td><td>25</td><td>26</td><td>23</td><td>1.6</td></tr><tr><td>600969.SH</td><td>郴电国际</td><td>买入</td><td>13.86</td><td>2.4%</td><td>0.38</td><td>0.51</td><td>0.57</td><td>37</td><td>27</td><td>24</td><td>1. 1</td></tr><tr><td>600310.SH</td><td>桂东电力</td><td>买入</td><td>6.92</td><td>6.3%</td><td>0.25</td><td>0.28</td><td>0.54</td><td>27</td><td>25</td><td>13</td><td>2.4</td></tr><tr><td>300427.SZ</td><td>红相电力</td><td>买入</td><td>18.11</td><td>-0.2%</td><td>0.26</td><td>0.66</td><td>0.85</td><td>70</td><td>27</td><td>21</td><td>8.5</td></tr><tr><td>600452.SH</td><td>涪陵电力</td><td>买入</td><td>43.14</td><td>8.6%</td><td>1.05</td><td>1.53</td><td>1.79</td><td>41</td><td>28</td><td>24</td><td>7.2</td></tr><tr><td>600644.SH</td><td>乐山电力</td><td>买入</td><td>7.37</td><td>2.4%</td><td>0.39</td><td>0.33</td><td>0.36</td><td>19</td><td>22</td><td>20</td><td>3.2</td></tr><tr><td>600995.SH</td><td>文山电力</td><td>增持</td><td>9.27</td><td>4.2%</td><td>0.33</td><td>0.32</td><td>0.34</td><td>28</td><td>29</td><td>27</td><td>2.6</td></tr><tr><td rowspan="8">清洁能源</td><td>601985.SH</td><td>中国核电</td><td>买入</td><td>7.91</td><td>1.7%</td><td>0.29</td><td>0.38</td><td>0.43</td><td>27</td><td>21</td><td>18</td><td>2.9</td></tr><tr><td>600273.SH</td><td>嘉化能源</td><td>买入</td><td>9.29</td><td>3.3%</td><td>0.57</td><td>0.63</td><td>0.75</td><td>16</td><td>15</td><td>12</td><td>3.0</td></tr><tr><td>002564.SZ</td><td>天沃科技</td><td>买入</td><td>9.83</td><td>-0.7%</td><td>-0.41</td><td>0.55</td><td>0.75</td><td>-24</td><td>18</td><td>13</td><td>2.9</td></tr><tr><td>600167.SH</td><td>联美控股</td><td>买入</td><td>20.97</td><td>7.0%</td><td>0.79</td><td>1.06</td><td>1.30</td><td>26</td><td>20</td><td>16</td><td>2.7</td></tr><tr><td>600499.SH</td><td>科达洁能</td><td>增持</td><td>7.65</td><td>2.0%</td><td>0.21</td><td>0.40</td><td>0.53</td><td>36</td><td>19</td><td>14</td><td>2.6</td></tr><tr><td>601016.SH</td><td>节能风电</td><td>增持</td><td>3.89</td><td>-1.3%</td><td>0.05</td><td>0.06</td><td>0.08</td><td>86</td><td>65</td><td>49</td><td>2.6</td></tr><tr><td>000591.SZ</td><td>太阳能</td><td>增持</td><td>5.60</td><td>0.4%</td><td>0.22</td><td>0.55</td><td>0.63</td><td>26</td><td>10</td><td>9</td><td>1.5</td></tr><tr><td>000875.SZ</td><td>吉电股份</td><td>增持</td><td>5.23</td><td>0.4%</td><td>0.01</td><td>0.07</td><td>0.14</td><td>863</td><td>75</td><td>37</td><td>1.5</td></tr><tr><td rowspan="6">燃气</td><td>600617.SH</td><td>国新能源</td><td>买入</td><td>10.41</td><td>1.8%</td><td>0.34</td><td>0.68</td><td>0.81</td><td>30</td><td>15</td><td>13</td><td>3.0</td></tr><tr><td>002267.SZ</td><td>陕天然气</td><td>买入</td><td>8.79</td><td>3.4%</td><td>0.46</td><td>0.34</td><td>0.39</td><td>19</td><td>26</td><td>23</td><td>1.8</td></tr><tr><td>600681.SH</td><td>百川能源</td><td>买入</td><td>14.17</td><td>4.7%</td><td>0.57</td><td>0.76</td><td>0.92</td><td>25</td><td>19</td><td>15</td><td>6.2</td></tr><tr><td>600856.SH</td><td>中天能源</td><td>买入</td><td>10.74</td><td>2.4%</td><td>0.38</td><td>0.69</td><td>1.04</td><td>28</td><td>16</td><td>10</td><td>5.0</td></tr><tr><td>000421.SZ</td><td>南京公用</td><td>买入</td><td>7.15</td><td>3.2%</td><td>0.34</td><td>0.39</td><td>0.46</td><td>21</td><td>18</td><td>16</td><td>1.7</td></tr><tr><td>601139.SH</td><td>深圳燃气</td><td>增持</td><td>8.62</td><td>3.9%</td><td>0.35</td><td>0.44</td><td>0.51</td><td>25</td><td>20</td><td>17</td><td>2.4</td></tr></table>
资料来源：WIND，申万宏源研究
# 6、一周报告回顾
表 7：一周报告回顾
<table><tr><td>报告类型</td><td>发布日期</td><td>报告名称</td><td></td></tr><tr><td>公司点评</td><td>2017.6.5</td><td>天沃科技（002564）点评报告：剥离主业亏损资产</td><td>内部优化整合不断推进</td></tr></table> |
2591435_15.pdf | en | <table><tr><td rowspan="3">行业点评
公司点评
行业点评</td><td>2017.6.5</td><td>环保政策专题研究报告之九：京津冀大气污染防治大限已定 非电领域爆发进入倒计时</td></tr><tr><td>2017.6.6</td><td>中金环境 (300145) ——完善前端导入口，强化环境医院成长逻辑</td></tr><tr><td>2017.6.7</td><td>大气水环境仍不乐观 加码环保督查推动行业成长——环保政策专题研究报告之十</td></tr></table>
资料来源：申万宏源研究
# 7．申万环保公用关键假设表
表 7：关键假设表之环保典型公司营收增速（年度）
<table><tr><td></td><td>2016 年</td><td>2016 年</td><td>2017 年</td></tr><tr><td>年度增速</td><td>23.59</td><td>22.54</td><td>28.06</td></tr></table>
# 资料来源：申万宏源研究
# 表 8：天然气表观消费量增速（%）
<table><tr><td></td><td>2016 年</td><td>2016 年</td><td>2017 年</td></tr><tr><td>年度增速</td><td>6.6</td><td>7.0</td><td>7.0</td></tr></table>
# 资料来源：申万宏源研究
表 9：全国发电设备累计平均利用小时
<table><tr><td></td><td>2016 年</td><td>2016 年</td><td>2017 年</td></tr><tr><td>年度数据</td><td>3669</td><td>3882</td><td>3998</td></tr></table>
资料来源：申万宏源研究 |
2585175_225.pdf | en | # 36 SIGNIFICANT RELATED PARTY TRANSACTIONS (CONTINUED)
# (b) Amounts due from/due to related parties
<table><tr><td></td><td colspan="2">At 31 December</td></tr><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Loan to related parties by Finance Company (note 16)</td><td></td><td></td></tr><tr><td>— Joint ventures of the Group (i)</td><td>429,500</td><td>267,000</td></tr><tr><td>— Subsidiaries, joint ventures and associates of Jin Jiang
International (ii)</td><td>350,000</td><td>—</td></tr><tr><td>— Jin Jiang International (iii)</td><td>300,000</td><td>100,000</td></tr><tr><td>— Associates of the Group (iv)</td><td>55,000</td><td>55,000</td></tr><tr><td></td><td>1,134,500</td><td>422,000</td></tr><tr><td>Loan to related parties by the Group other than Finance
Company (note 16)</td><td></td><td></td></tr><tr><td>— Joint ventures of the Group (v)</td><td>25,500</td><td>120,500</td></tr><tr><td>— Associates of the Group</td><td>—</td><td>10,320</td></tr><tr><td></td><td>25,500</td><td>130,820</td></tr><tr><td>Other amounts due from related parties (note 16)</td><td></td><td></td></tr><tr><td>— Subsidiaries, joint ventures and associates of Jin Jiang International</td><td>109,842</td><td>19,639</td></tr><tr><td>— Associates of the Group</td><td>85,955</td><td>68,413</td></tr><tr><td>— Joint ventures of the Group</td><td>48,052</td><td>41,609</td></tr><tr><td>— Jin Jiang International</td><td>1,413</td><td>4,013</td></tr><tr><td></td><td>245,262</td><td>133,674</td></tr><tr><td>Deposits from related parties in Finance Company (note 21)</td><td></td><td></td></tr><tr><td>— Subsidiaries, jointly ventures and associates of Jin Jiang
International (vii)</td><td>(3,359,526)</td><td>(593,060)</td></tr><tr><td>— Jin Jiang International (vi)</td><td>(1,693,663)</td><td>(258,800)</td></tr><tr><td>— Joint ventures of the Group (viii)</td><td>(294,877)</td><td>(181,577)</td></tr><tr><td>— Associates of the Group (ix)</td><td>(13,641)</td><td>(7,661)</td></tr><tr><td></td><td>(5,361,707)</td><td>(1,041,098)</td></tr></table> |
2585175_226.pdf | en | # 36 SIGNIFICANT RELATED PARTY TRANSACTIONS (CONTINUED)
# (b) Amounts due from/due to related parties (Continued)
<table><tr><td></td><td colspan="2">At 31 December</td></tr><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Other amounts due to related parties (note 21)</td><td></td><td></td></tr><tr><td>— Joint ventures of the Group</td><td>(114,645)</td><td>(84,479)</td></tr><tr><td>— Subsidiaries, joint ventures and associates of Jin Jiang International</td><td>(62,991)</td><td>(19,033)</td></tr><tr><td>— Associates of the Group</td><td>(43,219)</td><td>(43,341)</td></tr><tr><td>— Jin Jiang International</td><td>(11,839)</td><td>(20,302)</td></tr><tr><td></td><td>(232,694)</td><td>(167,155)</td></tr><tr><td>Borrowings from related parties (note 22)</td><td></td><td></td></tr><tr><td>— A subsidiary of Jin Jiang International (x)</td><td>(4,431,150)</td><td>(520,000)</td></tr></table>
(i) The balance includes secured loans to a joint venture of RMB420,000,000 as at 31 December 2017 (31 December 2016: RMB260,000,000) with effective interest rate of 4.21% (31 December 2016: 4.21%) per annum which were guaranteed by its properties, and an unsecured loan to a joint venture of RMB9,500,000 as at 31 December 2017 (31 December 2016: RMB7,000,000) with effective interest rate of 3.92% (31 December 2016: 3.62%) per annum which was guaranteed by a subsidiary of the Group.
(ii) The balance includes unsecured loans to subsidiaries, joint ventures and associates of Jin Jiang International of RMB350,000,000 as at 31 December 2017 (31 December 2016: nil) with effective interest rate of 3.92%(31 December 2016: nil) per annum.
(iii) The balance includes unsecured loans to Jin Jiang International of RMB300,000,000 as 31 December 2017 (31 December 2016: RMB100,000,000) with effective interest rate of 3.48% (31 December 2016: 3.48%) per annum.
(iv) The balance includes secured loans to an associate of the Group of RMB55,000,000 as at 31 December 2017 (31 December 2016: RMB55,000,000) with effective interest rate of 4.75% (31 December 2016: 6.15%) per annum which were guaranteed by their properties. |
9260270_28.pdf | en | <table><tr><td>“Oriental Patron Securities”</td><td> Oriental Patron Securities Limited, a licensed corporation to
carry on type 1 (dealing in securities) and type 4 (advising on
securities) regulated activities under the SFO</td></tr><tr><td>“PBOC”</td><td> the Peolpe’s Bank of China (中國人民銀行), the central bank
of the PRC</td></tr><tr><td>“Peol’pes Congress”</td><td> the leilCldgsative aiipparatus of the PR, ncunhg te National
Peolpe’s Conlgress and al the local peol’pes congresses
(including provincial, municilpal and other rei
gona or localpeolpe’s congresses) as the context may require, or any of
them (人民代表大會)</td></tr><tr><td>“lpot ratio”</td><td> the ratio of the gross floor area (excluding floor area below
ground) of all buildings to their site area</td></tr><tr><td>“PRC Government” or “State”</td><td> the central government of the PRC, including all
governmental subdivisions (including provincial, municipal
and other reional or local government entities) and theigr
instrumentalities or, where the context requires, any of them</td></tr><tr><td>“PRC Legal Advisors”</td><td> Jingtian & Gongcheng, our legal advisors as to PRC laws</td></tr><tr><td>“pre-sale permit”</td><td> the pre-sale permit authorizing a developer to start the
pre-sale of a property under construction (商品房預售許可證)</td></tr><tr><td>“Price Determination Date”</td><td> the date on which the Offer Price is fixed for the purpose of
the Global Offering</td></tr><tr><td>“Property Val uer” or“DTZ”</td><td> DTZ Debenham Tie Leung Limited</td></tr><tr><td>“public tender”, “auction”, or
“listing-for-sale”</td><td>public tender, auction or listing at a land exchange
administered by the local government, each of which is a
competitive bidding process throuh whichg a purchaser
acquires land use rihgts directly from the PRC Government;
lpease refer to the section headed “PRC Regulatory
Overview” in this prospectus for a detailed exlanation of
pthese processes</td></tr><tr><td>“Regulation S”</td><td> Regulation S under the U.S. Securities Act</td></tr><tr><td>“Reorganization”</td><td> the reorganization of our Group in preparation for the Listing,
details of which are set out in the section headed
“Reorganization” in this prospectus</td></tr></table> |
9260270_29.pdf | en | <table><tr><td>“residential properties”</td><td> buildings specifically used for residential purposes, including
villas, apartments, dormitories for families of staff and
workers and dormitories for sinle staff andg students.
However, it excludes basements used for civil defense and
non-residential purposes. Residential buildings are classified
by type, i.e. affordable housing, villas and hih-end
gapartments, and by size, i.e. 90 sq.m. or less and 144 sq.m. or
above</td></tr><tr><td>“RMB” or “Renminbi”</td><td> Renminbi yuan, the lawful currency of the PRC</td></tr><tr><td>“SAFE”</td><td> the State Administration of Foreign Exchange of the PRC (中
國國家外匯管理局)</td></tr><tr><td>“SAIC”</td><td> the State Administration for Industry and Commerce of the
PRC (中國國家工商行政管理局)</td></tr><tr><td>“SAT”</td><td> the State Administration of Taxation of the PRC (中國國家稅
務總局)</td></tr><tr><td>“SFC”</td><td> the Securities and Futures Commission of Hong Kong</td></tr><tr><td>“SFO”</td><td> the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong) (as amended, sulppemented or otherwise
modified from time to time)</td></tr><tr><td>“Shanxi Wanjia”</td><td> Shanxi Wanjia Property Management Co., Ltd. (山西萬佳物業
管理有限公司), a limited liability company established in the
PRC on December 21, 2010 and owned as to 66.67% by Bai
Lihua (being (i) the dauhter of Mr. Bai; (iig) the younger
sister of Mr. G. H. Bai; (iii) the niece of Mr. W. K. Bai; and
(iv) the cousin of Bai Aijing) and as to 33.33% by Wang
Weiming (an Independent Third Party) and a connected
person of our Group</td></tr><tr><td>“Share Option Scheme”</td><td> the share option scheme conditionally adopted by us on June
12, 2015, the principal terms of which are summarized in the
section headed “Statutory and General Information — Share
option scheme” in Appendix V to this prospectus</td></tr><tr><td>“Shareholder(s)”</td><td> holder(s) of Shares</td></tr><tr><td>“Share(s)”</td><td> ordinary share(s) with a nominal value of HK$0.01 each in
our share caitalp</td></tr><tr><td>“SOHO apartments”</td><td> small office-home office apartments, which refer to the
apartments built on the land designated for commercial use,
with land use rihts fgor a term of 40 to 50 years, to provide
small office or home office environment to peolpe who work
from home or very small companies</td></tr></table> |
9252336_218.pdf | en | <table><tr><td>库存商品</td><td>339,358,533.65</td><td></td><td>339,358,533.65</td><td>75,869,638.13</td><td></td><td>75,869,638.13</td></tr><tr><td>合同履约成本</td><td>2,113,250.87</td><td></td><td>2,113,250.87</td><td></td><td></td><td></td></tr><tr><td>发出商品</td><td>164,320,891.45</td><td></td><td>164,320,891.45</td><td>11,122,339.26</td><td></td><td>11,122,339.26</td></tr><tr><td>委托加工物资</td><td>36,494,169.04</td><td></td><td>36,494,169.04</td><td></td><td></td><td></td></tr><tr><td>半成品</td><td>82,497,563.66</td><td></td><td>82,497,563.66</td><td>17,363,859.48</td><td></td><td>17,363,859.48</td></tr><tr><td>合计</td><td>1,562,438,369.42</td><td></td><td>1,562,438,369.42</td><td>250,155,477.07</td><td></td><td>250,155,477.07</td></tr></table>
# 8、其他流动资产
单位：元
<table><tr><td>项目</td><td>期末余额</td><td>期初余额</td></tr><tr><td>增值税待抵扣进项税</td><td>52,351,941.19</td><td>82,933,011.56</td></tr><tr><td>预缴企业所得税</td><td>7,579,752.23</td><td>1,796,921.55</td></tr><tr><td>预付再融资中介费</td><td>1,650,943.39</td><td></td></tr><tr><td>合计</td><td>61,582,636.81</td><td>84,729,933.11</td></tr></table>
其他说明：
# 9、长期应收款
# （1）长期应收款情况
单位：元
<table><tr><td rowspan="2">项目</td><td colspan="3">期末余额</td><td colspan="3">期初余额</td><td rowspan="2">折现率区间</td></tr><tr><td>账面余额</td><td>坏账准备</td><td>账面价值</td><td>账面余额</td><td>坏账准备</td><td>账面价值</td></tr><tr><td>其他</td><td>4,680,000.00</td><td></td><td>4,680,000.00</td><td></td><td></td><td></td><td></td></tr><tr><td>合计</td><td>4,680,000.00</td><td></td><td>4,680,000.00</td><td></td><td></td><td></td><td>--</td></tr></table>
坏账准备减值情况
损失准备本期变动金额重大的账面余额变动情况
□ 适用 √ 不适用
# 10、长期股权投资
单位：元
<table><tr><td rowspan="2">被投资单
位</td><td rowspan="2">期初余额
(账面价
值)</td><td colspan="8">本期增减变动</td><td rowspan="2">期末余额
(账面价
值)</td><td rowspan="2">减值准备
期末余额</td></tr><tr><td>追加投资</td><td>减少投资</td><td>权益法下
确认的投
资损益</td><td>其他综合
收益调整</td><td>其他权益
变动</td><td>宣告发放
现金股利
或利润</td><td>计提减值
准备</td><td>其他</td></tr><tr><td colspan="12">一、合营企业</td></tr></table> |
9252336_219.pdf | en | <table><tr><td colspan="12">二、联营企业</td></tr><tr><td>曲靖宝方
工业气体
有限公司</td><td>18,750,00
0.00</td><td></td><td></td><td>-
277,524.8
5</td><td></td><td>67,933.68</td><td></td><td></td><td></td><td>18,540,40
8.83</td><td></td></tr><tr><td>云南田边
智能装备
有限公司</td><td>0.00</td><td>2,000,000
.00</td><td></td><td>-8,652.93</td><td></td><td></td><td></td><td></td><td></td><td>1,991,347
.07</td><td></td></tr><tr><td>小计</td><td>18,750,00
0.00</td><td>2,000,000
.00</td><td></td><td>-
286,177.7
8</td><td></td><td>67,933.68</td><td></td><td></td><td></td><td>20,531,75
5.90</td><td></td></tr><tr><td>合计</td><td>18,750,00
0.00</td><td>2,000,000
.00</td><td></td><td>-
286,177.7
8</td><td></td><td>67,933.68</td><td></td><td></td><td></td><td>20,531,75
5.90</td><td></td></tr></table>
其他说明
# 11、投资性房地产
# （1）采用成本计量模式的投资性房地产
\( \surd \) 适用 □ 不适用
单位：元
<table><tr><td>项目</td><td>房屋、建筑物</td><td>土地使用权</td><td>在建工程</td><td>合计</td></tr><tr><td>一、账面原值</td><td></td><td></td><td></td><td></td></tr><tr><td> 1.期初余额</td><td>1,172,099.04</td><td></td><td></td><td>1,172,099.04</td></tr><tr><td> 2.本期增加金额</td><td>74,413,206.63</td><td>8,498,202.38</td><td></td><td>82,911,409.01</td></tr><tr><td> （1）外购</td><td></td><td></td><td></td><td></td></tr><tr><td> （2）存货\固定资
产\在建工程转入</td><td>74,413,206.63</td><td>8,498,202.38</td><td></td><td>82,911,409.01</td></tr><tr><td> （3）企业合并增
加</td><td></td><td></td><td></td><td></td></tr><tr><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></tr><tr><td> （1）处置</td><td></td><td></td><td></td><td></td></tr><tr><td> （2）其他转出</td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td></tr><tr><td> 4.期末余额</td><td>75,585,305.67</td><td>8,498,202.38</td><td></td><td>84,083,508.05</td></tr><tr><td>二、累计折旧和累计摊
销</td><td></td><td></td><td></td><td></td></tr></table> |
3437577_13.pdf | en | # Dear Shareholders,
“Focused on capital operation to achieve a high quality turnaround” (“以資金運營為中心 , 實現有質量的高週轉”) has always been the Redco Group’s business strategy. Thanks to the steady implementation of the strategy, the Group has been able to focus on both our “quality” and “quantity” development. In the past three years, the Group’s contract sales reached a compound growth rate of 80%. In 2017, the Group achieved a contract sales amount of RMB13.1968 billion and a net profit of RMB990.1 million. The quality land reserves of strong second-tier cities have increased steadily. While income diversified, our financial performance remained robust.
In 2017, the industry engaged in both de-leverage and de-inventory, tightened control of capital into the first and second tier cities, coupled with increased efforts in terms of classified control over hot-spot cities, resulted in an undoubtedly more difficult market environment, but the opportunities for development have never been far away. The urbanization rate in China is still under 60%. Compared with the past experience of developed countries, the process of rapid urbanization continues to be the main force supporting the development of the industry. Under the differentiated adjustment and control polices, we see more structured development opportunities, coupled with the combination of rigid demand of first houses, improvement in demand and the urban line, will bring more opportunities for the development of the Group; in the era of stockpiling of inventory, the explosion of diversified demands from customers for a “good living”, and the horizontal and vertical extension of the service will lead the industry onto the stage of mature development, which will further expand the scale of the industry in a broader term. For the Group, keeping abreast with the development of times and firmly grasping the opportunities within the industry, and furthering both our business scale and profits has been the direction of our consistent efforts. Large scale operations are thriving in |
3437577_14.pdf | en | the era of scale orientation; yet the Group remains calm and rational when facing the market trend, and value both scale and profits, and develop both our quality and quantity. We are committed to creating exquisite products and enjoyable living. As a diversified community-living operator, we are committed to building a real estate-based business, supplemented by diversified development, actively responding to industry trends, and continuing to establish strategic layout, acquire high-quality land, capital, and talent to build our absolute advantage which will surely lead the Group to achieve rapid corner overtaking under the backdrop of the new era.
# BUSINESS REVIEW
# Market and Sales Performance
In 2017, the real estate policy adhered to the main principle of “Housing for residents and not speculators, and implement long-term effect mechanism” (“房 住 不 炒 , 長 效 機 制 ”), and expanded the supply-side reforms, optimized the supply structure, with the tight convergence between short-term control and long-term mechanisms, the effect of adjustment and control gradually emerged. Sales area of commercial houses continued to reach record highs throughout the year, but the differentiation between cities was obvious, with the transaction volume of major cities, especially first-tier cities, dropped significantly, while third- and fourth-tier cities have all recovered, driving up the sales area nationwide. While the amount of different types of land on the PRC market has increased, and the transaction volume has grown for the first time in four years, which has eased the supply pressure. However, high land prices still exert pressure on the industry.
The Group persist in implementing the investment layout strategy of “expansion into the first-tier cities and further development into the strategically targeted second-tier cities ( 大 力 拓 展 一 線 城 市 , 深 耕 已 進 入 的 強 二 線 城 市 )”, and adhere to the urban layout strategy of “3+N+1”, strategically focusing on the three core regions, namely the Greater Bay Area, the Yangtze River Delta region, and the Bohai Rim region, as well as actively develop multiple key urban nodality in the Mid-west, supplemented by overseas markets. We continued to focus on the core cities development, such as Shenzhen, Shanghai, Guangzhou, Hefei, Nanchang, Jinan and Tianjin with high growth potential and strong demand. The Group adhere to the principle of improving the living environment of home-buyers by constructing upgraded products for first-time purchasers and first-time upgraders. The operating principles consistently upheld by the Group has effectively resolved the pressure from the adjustment and control policies in 2017, and matches with the market development direction and demand, achieving a steady growth in terms of results performance of the Group.
During 2017, the Group achieved contracted sales of RMB13.1968 billion, representing a year-on-year increase of 30.2%; area of completed and delivered construction was 858,197 sq.m., representing a year-on-year increase of 32.5%.
# Financial Management
The Company continued to maintain a steady financial policy, and abide to its healthy and reasonable capital structure and debt level. The Group’s net gearing ratio remain low at 33.7% in 2017. |
11695042_33.pdf | en | <table><tr><td>“Franchised Stores”</td><td> retail stores of home appliances and consumer electronic
products which are operated and managed by our
franchisees pursuant to the relevant franchise
arrangements</td></tr><tr><td>“Franchising Operations
Regulations”</td><td>商業特許經營管理條例 (Regulations for the Administration
*of Commercial Franchising Operations) promulgated on
6 February 2007 and becoming effective on 1 May 2007</td></tr><tr><td>“Global Offering”</td><td> the Hong Kong Public Offer and the International Placing</td></tr><tr><td>“Group” or “our Group” or“We”</td><td> our Company and its subsidiaries and, in respect of the
period before our Company became the holding company
of such subsidiaries, the entities which carried on the
business of the present Group at the relevant time</td></tr><tr><td>“Hengxin Air-Conditioner”</td><td>揚州恒信空調銷售有限公司 (Yangzhou Hengxin
Air-conditioner Sales Co., Ltd*.), a limited liability
company established in the PRC on 27 August 2004 and
a 99% legally owned subsidiary of our Company (which is
100% beneficially owned by our Company)</td></tr><tr><td>“HK$” or “HK dollars”</td><td> Hong Kong dollars, the lawful currency of Hong Kong</td></tr><tr><td>“HK eIPO White Form”</td><td> the application for the Hong Kong Offer Shares to be
issued in the applicant’s own name by submitting
applications online through the designated website of HK
eIPO White Form at www.hkeipo.hk</td></tr><tr><td>“HKFRSs”</td><td> Hong Kong Financial Reporting Standards</td></tr><tr><td>“HKSCC”</td><td> Hong Kong Securities Clearing Company Limited</td></tr><tr><td>“HKSCC Nominees”</td><td> HKSCC Nominees Limited</td></tr><tr><td>“H ong Kong” or“HK”</td><td> the Hong Kong Special Administrative Region of China</td></tr><tr><td>“Hong Kong Offer Shares”</td><td> the 31,980,000 New Shares being initially offered by our
Company for subscription at the Offer Price pursuant to
the Hong Kong Public Offer (subject to adjustment as
described in the section headed “Structure of the Global
Offering” in this prospectus)</td></tr></table> |
11695042_34.pdf | en | <table><tr><td>“Hong Kong Public Offer”</td><td> the issue and offer of the Hong Kong Offer Shares to
members of the public in Hong Kong for subscription
(subject to adjustment as described in the section
headed “Structure of the Global Offering” in this
prospectus) for cash at the Offer Price and on the terms
and conditions described in this prospectus and the
related Application Forms</td></tr><tr><td>“Hong Kong Underwriters”</td><td> the underwriters of the Hong Kong Public Offer listed in
the section headed “Underwriting — Hong Kong
Underwriters” in this prospectus</td></tr><tr><td>“Hong Kong Underwriting
Agreement”</td><td>the conditional underwriting agreement dated 11 March
2010 relating to the Hong Kong Public Offer and entered
into between, among others, the Global Coordinator, the
Sponsor, the Hong Kong Underwriters, Mr. Cao and our
Company, as further described in the section headed
“Underwriting — Underwriting arrangements and
expenses — Hong Kong Public Offer”</td></tr><tr><td>“Huaian Huiyin”</td><td>淮安滙銀家電有限公司 (Huaian Huiyin Household
A*ppliances Co., Ltd.), a limited liability company
established in the PRC on 2 March 2009 and a
wholly-owned subsidiary of our Company</td></tr><tr><td>“Huide Electronics”</td><td>揚州滙德電器營銷有限公司 (Yangzhou Huide Electronics
Distributi*on Co., Ltd.), a limited liability company
established in the PRC on 23 October 2006 and a 99%
legally owned subsidiary of our Company (which is 100%
beneficially owned by our Company)</td></tr><tr><td>“Independent Third Parties”</td><td> persons or companies which are independent of and not
connected with any of our Directors, chief executive of
our Company, our Substantial Shareholders and the
directors and shareholders of any other member of our
Group and our respective associates, and “Independent
Third Party” means any of them</td></tr></table> |
11761055_128.pdf | en | # Properties in Hong Kong
As at the Latest Practicable Date, we leased one property with a gross floor area of approximately 779 sq.ft. in Hong Kong as our principal place of business in Hong Kong.
Further details of our certain property interests are set out in the valuation report prepared by DTZ Cushman & Wakefield Limited, an independent valuer, in Appendix III to this prospectus. Except for the property interests in the valuation report, no single property interest that forms part of its non-property activities has a carrying amount of 15% or more of total assets.
# INTELLECTUAL PROPERTY
As at the Latest Practicable Date, we were the registered owner of 13 patents. These include patents in respect of, amongst others:
• the method for producing UV (ultraviolet) cold transfer laser printing paper by utilising gravure steel plate, which shortens the production process;
• a nano-level film material for producing laser paper, which simplifies the production process and saves equipment and manpower;
• medium-free metallised paper production device, which improves the production efficiency and product quality; and
• the device reducing and treating VOCs (volatile organic compounds) in metallised papers, which reduces the content of VOC in metallised papers.
In addition, we had three pending patent registrations as at the Latest Practicable Date.
During the Track Record Period, there had not been any pending or threatened claims made against us, nor had there been any claims made by us against third parties, with respect to the infringement of intellectual property rights owned by us or third parties. As at the Latest Practicable Date, we were not aware of any infringement by us of any intellectual property rights owned by any third parties or by any third party of any intellectual property rights owned by us.
For further details of our intellectual property rights, please refer to the paragraph headed “Statutory and General Information — B. Further Information about the Business of our Group — 2. Intellectual property rights” set out in Appendix V to this prospectus.
# RISK MANAGEMENT
We have devised a comprehensive risk management system to monitor the possible risks that we may encounter in our operations. Through our risk management system, we seek to minimise and |
11761055_129.pdf | en | protect losses that the risks may cause to our business. We have designed and implemented risk management policies to address various potential risks identified in relation to our operations. These risks include operation risks, financial risks and information risks. Our risk management system set forth procedures to identify, analyse, assess, mitigate and monitor various risks.
The risk management and assessment committee of the general manager office is responsible for overseeing our overall risk management system and the efficiency management department would assist the general manager office to identify the risks during their internal audit exercise. Each department carries out their own risk management identification exercises regularly. They are required to present the risks analysis, evaluation report to the general office. The general office will base on the analysis, discuss with relevant staff and determine the appropriate risk management strategies to effectively avoid, reduce, transform or absorb such risks.
# EMPLOYEES
As at the Latest Practicable Date, we had 170 full time employees. The following table sets out the breakdown of our employees number by department as at the Latest Practicable Date:
<table><tr><td>Function</td><td>Number of emlpoyees</td></tr><tr><td>Production</td><td></td></tr><tr><td>Operation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>79</td></tr><tr><td>Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>12</td></tr><tr><td>Management and administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>29</td></tr><tr><td>Quality control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>12</td></tr><tr><td>Procurement .............................................</td><td>4</td></tr><tr><td>Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>13</td></tr><tr><td>Finance .................................................</td><td>6</td></tr><tr><td>Efficiency management .....................................</td><td>3</td></tr><tr><td>Warehousing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>12</td></tr><tr><td>Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>170</td></tr></table>
We place great emphasis on training our employees such that we provide induction training for new employees, on-the-job training, team-building training and external training. We also organise various social activities occasionally to create a harmonious working environment for our employees.
During the Track Record Period and up to the Latest Practicable Date, we did not have any significant difficulty in recruiting employees nor had we faced any material labour disputes. During the Track Record Period, there had been no incidence of work stoppages, labour disputes, claims, litigation, administrative action or arbitration relating to labour disputes that had materially and adversely affected our operations.
# Social Insurance and Housing Provident Funds Contributions
Pursuant to applicable PRC laws and regulations, employers are required to make contributions to, and employees are required to participate in, a number of social security funds, including funds for basic pension insurance, basic medical insurance, unemployment insurance, work-related injury insurance and maternity insurance, and the housing provident fund. For details, please refer to the section headed “Regulatory Overview” in this prospectus. |
20788707_206.pdf | en | Participant shall vest in the Company Matching Contribution after two years of participation in the Plan.
Earnings on Deferrals. Participants’ deferral contributions and company matching contributions will be adjusted at the end of each calendar year by an amount equal to the one-month LIBOR average for the applicable calendar year plus 200 basis points, multiplied by the balance in the participant’s notional account at the end of the calendar year. The Compensation Committee may adjust the earnings rate prospectively.
Amount, Form and Time of Payment. The amount payable to the participant will equal the amount credited to the participant’s account as of his or her separation from service with Valley, net of all applicable employment and income tax withholdings. The benefit will be paid to the participant in a single lump sum within thirty days following the earlier of the participant’s separation from service with Valley or the date on which a change in control occurs, and will represent a complete discharge of any obligation under the Plan.
The following table shows each NEO's deferred compensation plan activity during 2017 and in aggregate:
<table><tr><td>Name</td><td>NEO
Contribution in
2017</td><td>Valle'ys
Contribution in
2017*</td><td>Aggregate
Earnings in
2017*</td><td>Aggregate
Withdrawals/
Distributions</td><td>Aggregate
Balance at
12/31/2017</td></tr><tr><td>Gerald H. Likipn</td><td>$ 42,675</td><td>$ 42,675</td><td>$ 2,657</td><td>$ 0</td><td>$ 88,007</td></tr><tr><td>Ira Robbins</td><td>22,702</td><td>22,702</td><td>1,413</td><td>0</td><td>46,817</td></tr><tr><td>Alan D. Eskow</td><td>15,081</td><td>15,081</td><td>939</td><td>0</td><td>31,101</td></tr><tr><td>Rudy E. Schupp</td><td>22,702</td><td>22,702</td><td>1,413</td><td>0</td><td>46,817</td></tr><tr><td>Ronald H. Janis</td><td>10,635</td><td>10,635</td><td>662</td><td>0</td><td>21,932</td></tr></table>
\* Included in the Summary Compensation Table above, under "All Other Compensation" for 2017.
# OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS
# EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
Valley and the Bank are parties to severance and change in control arrangements with Messrs. Robbins, Eskow and Janis and a retirement term sheet with Mr. Lipkin. The following discussion describes the agreements currently in place with each of our named executive officers.
In connection with his retirement as CEO on December 31, 2017, the Board and various Committees of the Board clarified Mr. Lipkin’s role after his retirement in a term sheet. The term sheet provides that after his retirement, Mr. Lipkin would continue as an employee until the 2018 Annual Meeting at his current salary, he would receive cash bonuses and equity awards for his service in 2017, a pro-rata cash bonus for his services in 2018 and the post retirement provisions in his severance agreement would continue except for those relating to severance pay. The term sheet also provided that he would be renominated as a director for election at the 2018 Annual Meeting and continue as Chairman of the Board until the 2019 Annual Meeting. It also provided that upon his reelection to the Board at the 2018 Annual Shareholders meeting he would be paid the standard non-management director fees, plus \$150,000 for service as Chairman and \$350,000 for making himself available to assist and consult with the CEO and other senior staff at the CEO’s request. The term sheet also provided for continuation of certain of his business-related perquisites. By its terms Mr. Lipkin’s change in control agreement ceases after he is no longer an employee of the Company.
Mr. Schupp retired on January 15, 2018 and thus his employment and change in control agreements have lapsed, except as set forth below.
# SEVERANCE AGREEMENT PROVISIONS
In the event of termination of employment without cause, the severance agreement with Mr. Eskow provides for a lump sum payment equal to twelve months of base salary as in effect on the date of termination, plus a fraction of the NEO’s most recent annual cash bonus, which is equal to (a) the number of months which have elapsed in the current calendar year divided by (b) 12. Mr. Robbins’and Mr. Janis' severance agreements, provide, in the event of termination of employment without cause, a lump sum payment equal to twenty four months of base salary as in effect on the date of |
20788707_207.pdf | en | termination, plus the sum of one times his most recent annual cash bonus and a fraction of his most recent annual cash bonus calculated in the same manner referenced above. No severance payment is made under the severance agreements if the NEO receives severance under a change in control agreement (described below). Under Mr. Janis' severance agreement, his equity awards would also vest as if he retired.
For the purpose of the severance agreements, “cause” means willful and continued failure to perform employment duties after written notice specifying the failure, willful misconduct causing material injury to us that continues after written notice specifying the misconduct, or a criminal conviction (other than a traffic violation), drug abuse or, after a written warning, alcohol abuse or excessive absence for reasons other than illness.
Under the severance agreements with Messrs. Robbins, Eskow and Janis, we provide the NEOs with a lump sum cash payment in place of medical benefits. The payment is 125% of total monthly premium payments under COBRA reduced by the amount of the employee contribution normally made for the health-related benefits the NEO was receiving at termination of employment, multiplied by 36. COBRA provides temporary continuation of health coverage at group rates after termination of employment. Under the severance agreements with these NEOs, we also provide a lump sum life insurance benefit equal to 125% of our share of the premium for three years of coverage, based on the coverage and rates in effect on the date of termination.
Under these agreements, each NEO is required to keep confidential all confidential information that he obtained in the course of his employment with us and is also restricted from competing with us in certain states during the term of his employment with us and for a period after termination of his employment.
In connection with the acquisition of 1st United Bank, where Mr. Schupp served as CEO, Valley entered into an employment agreement with Mr. Schupp for him to serve as the President of the Florida Division of the Bank. The agreement had a three-year term, expiring on November 1, 2017. Mr. Schupp’s Employment Agreement was extended on October 31, 2017 for another year until October 31, 2018. The extension provided that if Mr. Schupp retired his retirement would be treated as a qualified retirement under the Company’s stock plans so that his previously granted equity awards would vest and he would still be entitled to a cash bonus and equity award for his service in 2017. The extension agreement also reiterated that the 15-year post employment health and lump sum life insurance benefits provided for in his employment agreement would be honored. Mr. Schupp retired on January 15, 2018.
# CHANGE IN CONTROL ("CIC") AGREEMENT PROVISIONS
Each of Messrs. Eskow, Robbins and Janis is a party to a CIC Agreement. Mr. Lipkin and Mr. Schupp's CIC Agreements terminated or will terminate upon their respective retirement dates. If one of these NEOs is terminated without cause or resigns for good reason following a CIC during the contract period (which is defined as the period beginning on the day prior to the CIC and ending on the earlier of (i) the third anniversary of the CIC or (ii) the NEO’s death), the NEO would receive three times the highest annual salary and non-equity incentive received in the three years prior to the CIC. The NEOs would also receive payments for medical and life insurance identical to the benefits described above under “Severance Agreement Provisions.” Certain of the CIC Agreements also provide for a lump sum cash payment upon termination due to death or disability during the contract period equal to, for Mr. Eskow, the highest annual salary paid to him during any calendar year in the three years preceding the CIC, and for Mr. Robbins and Mr. Janis, one-twelfth of this amount.
Payments under the CIC Agreements are triggered by the specified termination events following a “change in control.” The events defined in the agreements as a change in control are:
• Outsider stock accumulation. We learn, or one of our subsidiaries learns, that a person or business entity has acquired 25% or more of Valley’s common stock, and that person or entity is neither our “affiliate” (meaning someone who is controlled by, or under common control with, Valley) nor one of our employee benefit plans;
• Outsider tender/exchange offer. The first purchase of our common stock is made under a tender offer or exchange offer by a person or entity that is neither our “affiliate” nor one of our employee benefit plans;
• Outsider subsidiary stock accumulation. The sale of our common stock to a person or entity that is neither our “affiliate” nor one of our employee benefit plans that results in the person or entity owning more than 50% of the Bank’s common stock;
• Business combination transaction. We complete a merger or consolidation with another company, or we become another company’s subsidiary (meaning that the other company owns at least 50% of our common stock), unless, after the happening of either event, 60% or more of the directors of the merged company, or of our new parent company, are people who were serving as our directors on the day before the first public announcement about the event; |
2901282_61.pdf | en | Letters of Credit. As of December 31, 2016, we had \$69 million of irrevocable standby letters of credit outstanding, of which \$1 million were under our revolving credit facility. As of December 31, 2015, we had \$63 million of irrevocable standby letters of credit outstanding, of which \$1 million were under our revolving credit facility. Such letters of credit issued during 2016 and 2015 primarily supported the securitization of vacation ownership contract receivables fundings, certain insurance policies and development activity at our vacation ownership business.
Surety Bonds. As of December 31, 2016, we had assembled commitments from 12 surety providers in the amount of \$1.3 billion, of which \$488 million was outstanding (See Note 17- Commitments and Contingencies).
# CRITICAL ACCOUNTING POLICIES
In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material impact to our consolidated results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where we are paid a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.
Vacation Ownership Revenue Recognition. Our sales of VOIs are either cash sales or seller-financed sales. In order for us to recognize revenues of VOI sales under the full accrual method of accounting, as prescribed in the guidance for sales of real estate for fully constructed inventory, a binding sales contract must have been executed, the statutory rescission period must have expired (after which time the purchasers are not entitled to a refund except for non-delivery by us), receivables must have been deemed collectible and the remainder of our obligations must have been substantially completed. In addition, before we recognize any revenues on VOI sales, the purchaser of the VOI must have met the initial investment criteria and, as applicable, the continuing investment criteria, by executing a legally binding financing contract. A purchaser has met the initial investment criteria when a minimum down payment of 10% is received by us. In accordance with the requirements of the guidance for real estate time-sharing transactions, we must also take into consideration the fair value of certain incentives provided to the purchaser when assessing the adequacy of the purchaser’s initial investment. In those cases where financing is provided to the purchaser by us, the purchaser is obligated to remit monthly payments under financing contracts that represent the purchaser’s continuing investment. The contractual terms of seller-provided financing arrangements require that the contractual level of annual principal payments be sufficient to amortize the loan over a customary period for the VOI being financed, which is generally ten years, and payments under the financing contracts begin within 45 days of the sale and receipt of the minimum down payment of 10%.
Allowance for Loan Losses. In our Vacation Ownership segment, we provide for estimated vacation ownership contract receivable defaults at the time of VOI sales by recording a provision for loan losses as a reduction of VOI sales on the Consolidated Statements of Income. We assess the adequacy of the allowance for loan losses based on the historical performance of similar vacation ownership contract receivables. We use a technique referred to as static pool analysis, which tracks defaults for each year’s sales over the entire life of those contract receivables. We consider current defaults, past due aging, historical write-offs of contracts and consumer credit scores (FICO scores) in the assessment of borrower’s credit strength, down payment amount and expected loan performance. We also consider whether the historical economic conditions are comparable to current economic conditions. If current conditions differ from the conditions in effect when the historical experience was generated, we adjust the allowance for loan losses to reflect the expected effects of the current environment on the collectability of our vacation ownership contract receivables.
Impairment of Long-Lived Assets. With regard to the goodwill and other indefinite-lived intangible assets recorded in connection with business combinations, we annually (during the fourth quarter of each year subsequent to completing our annual forecasting process), or more frequently if circumstances indicate that the value of goodwill may be impaired, review the reporting units’ carrying values as required by the guidance for goodwill and other intangible assets. This is done either by performing a qualitative assessment or utilizing the two-step process, with an impairment being recognized only where the fair value is less than carrying value. In any given year we can elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is in excess of its carrying value. If it is not more likely than not that the fair value is in excess of the carrying value, or we elect to bypass the qualitative assessment, we would utilize the two-step process. The qualitative factors evaluated include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, our historical share price as well as other industry specific considerations. We performed a |
2901282_62.pdf | en | qualitative assessment for impairment on each reporting unit’s goodwill. Based on the results of our qualitative assessments performed during the fourth quarter of 2016, we determined that no impairment existed, nor do we believe there is a material risk of it being impaired in the near term at our hotel group, destination network and vacation ownership reporting units. To the extent estimated market-based valuation multiples and/or discounted cash flows are revised downward, we may be required to write-down all or a portion of goodwill, which would adversely impact earnings.
We also determine whether the carrying value of other indefinite-lived intangible assets is impaired on an annual basis or more frequently if indicators of potential impairment exist. Application of the other indefinite-lived intangible assets impairment test requires judgment in the assumptions underlying the approach used to determine fair value. The fair value of each other indefinite-lived intangible asset is estimated using a discounted cash flow methodology. This analysis requires significant judgments, including anticipated market conditions, operating expense trends, estimation of future cash flows, which are dependent on internal forecasts, and estimation of long-term rate of growth. The estimates used to calculate the fair value of other indefinite-lived intangible asset change from year to year based on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of fair value and the other indefinite-lived intangible assets impairment.
We also evaluate the recoverability of our other long-lived assets, including property and equipment and amortizable intangible assets, if circumstances indicate impairment may have occurred, pursuant to guidance for impairment or disposal of long-lived assets. This analysis is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. Property and equipment is evaluated separately within each segment. If such analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is reduced to fair value.
Business Combinations. A component of our growth strategy has been to acquire and integrate businesses that complement our existing operations. We account for business combinations in accordance with the guidance for business combinations and related literature. Accordingly, we allocate the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values at the date of purchase. The difference between the purchase price and the fair value of the net assets acquired is recorded as goodwill.
In determining the fair values of assets acquired and liabilities assumed in a business combination, we use various recognized valuation methods including present value modeling and referenced market values (where available). Further, we make assumptions within certain valuation techniques including discount rates and timing of future cash flows. Valuations are performed by management or independent valuation specialists under management’s supervision, where appropriate. We believe that the estimated fair values assigned to the assets acquired and liabilities assumed are based on reasonable assumptions that marketplace participants would use. However, such assumptions are inherently uncertain and actual results could differ from those estimates. |
11786815_39.pdf | en | This glossary of technical terms contains terms used in this Prospectus in connection with us and our business. Some of these terms and their meanings may not correspond to standard industry meanings or usage of such terms.
<table><tr><td>“ASP”</td><td> average sellingp rice</td></tr><tr><td>“Beibu Gulf Reiigon andN eihbgorng
Cities (北部灣經濟區及周邊城市)”</td><td>the economic reilGlfgon cose to Beibu u, which includes
Guangxi Zhuang Autonomous Reigon and cites in the
nearbldiy reigons, incung, among others,N anning, Liuzhou
and Guigang</td></tr><tr><td>“Beijing-Tianjin-Hebei Reigon (京津
冀經濟區)”</td><td>the economic reiiiliigon covering muncpates of Beijing and
Tianjin, and Hebeip rovince</td></tr><tr><td>“building ownership certificate”</td><td> building ownership certificate (房屋所有權證), a certificate
issued by relevant authorities with respect to building
ownership rihgts</td></tr><tr><td>“Chendgu-ChoniR
gqng eigon (成渝經濟區)”</td><td>the economic reigon coverinhg Cendgu, Chonidhgqng an te
surrounding cities</td></tr><tr><td>“city clusters”</td><td> generally refers to a grouipng of cities that are relatively
close in distance, and can be connected throuh
gtransportation and communication means andp romoted
together for economic growth</td></tr><tr><td>“commercialp roperty(ies)”</td><td> forp urposes of this Prospectus,p roperty(ies) designated for
commercial use</td></tr><tr><td>“comlpetion certificate”</td><td> the construction work comlipeton inspection acceptance
certificate (房屋建築工程竣工驗收備案表), issuedb y local
urban constructionb ureaus or relevant authorities in China
in connection with the comletion ofp roperty develpopment
projects</td></tr><tr><td>“construction landp lanningp ermit”</td><td> the construction landp lanningp ermit (建設用地規劃許可
證), issuedb y local urban zoning andp lanninbg ureaus or
relevant authorities in China in connection with the
lanning of construction landp</td></tr><tr><td>“construction works commencement
permit”</td><td>the construction works commencementp ermit (建築工程施
工許可證), issuedb y local constructionb ureaus or relevant
authorities in China in connection with the commencement
of construction works</td></tr><tr><td>“construction worksp lanningp ermit”</td><td> the construction worksp lanningp ermit (建設工程規劃許可
證), issuedb y local urban zoning andp lanninbg ureaus or
relevant authorities in China in connection with the
lanning of construction workps</td></tr><tr><td>“GFA”</td><td> gross floor area</td></tr></table> |
11786815_40.pdf | en | <table><tr><td>“land grant contract”</td><td> the state-owned land use rihgts grant contract (國有土地使
用權出讓合同), an agreement between a land user and the
relevant PRC governmental land administrative authorities</td></tr><tr><td>“land use rihgts certificate”</td><td> the state-owned land use rihfgts certiicate (國有土地使用權
證), a certificate (or certificates, as the case may be)
concerning one’s riht to use ap arcel of landg</td></tr><tr><td>“leasable GFA”</td><td> (i) in relation to comlpetedp roperthyp rojects, te total GFA
as shown in the relevant comlpetion documents, survey
documents and/or building ownership certificates for
leasingp urposes; or (ii) in relation top rojects for which we
have obtainedp re-salesp ermits, the GFA as shown in the
pre-sales permits, comletion dpocuments, survey
documents and/or building ownership certificates for
leasingp urposes</td></tr><tr><td>“Midstream Parts of the Yangtze
River Rei長中游經gon (江濟區)”</td><td>the economic reigon coverinfgp arts o Jiangxi province,
Hunanp rovince, Hubeip rovince, which includes the cities
of, among others, Changsha and Wuhan</td></tr><tr><td>“lpot ratio”</td><td> the ratio of the gross floor area (excluding floor areab elow
ground) of allb uildings to their site area</td></tr><tr><td>“pre-salesp ermit”</td><td> commodityp ropertyp re-salesp ermit (商品房預售許可證), a
permit issuedb y local housing andb uilding administrative
bureaus or relevant authorities in China in connection with
pre-sales ofp roperties under construction</td></tr><tr><td>“residentialp roperty(ies)”</td><td> forp urposes of this Prospectus,p roperty(ies) designated for
residential use</td></tr><tr><td>“sq.m.”</td><td> square meter(s)</td></tr><tr><td>“Western Taiwan Strait Economic
Rei海西經gon (濟區)”</td><td>the economic reihdgon tat is locate west of the Taiwan
Strait, which covers Fujian province and parts of the
surroundingp rovinces, including, among others, Xiamen,
Quanzhou, Zhangzhou and Fuzhou</td></tr><tr><td>“Yangtze River Delta Rei
gon (長三角經濟區)”</td><td>the economic reigon coverinhg Sanhiga, Anhui province,
Jiangsup rovince and Zhejiangp rovince</td></tr><tr><td>“%”</td><td> per cent</td></tr></table> |
9322382_13.pdf | en | # Cost of Sales
The following table sets forth the components of cost of sales for the period indicated.
<table><tr><td rowspan="4"></td><td colspan="6">For the year ended December 31,</td></tr><tr><td colspan="2">2013</td><td colspan="2">2014</td><td colspan="2">2015</td></tr><tr><td>Amount</td><td>% of
total</td><td> Amount</td><td>% of
total</td><td> Amount</td><td>% of
total</td></tr><tr><td colspan="6">(RMB in thousands, except percentages)</td></tr><tr><td>Cost of software and hardware equipment .....</td><td>275,460</td><td>75.2</td><td>199,076</td><td>69.3</td><td>298,664</td><td>75.8</td></tr><tr><td>Emlpoyee compensation .................................</td><td>49,491</td><td>13.5</td><td>54,381</td><td>18.9</td><td>53,516</td><td>13.6</td></tr><tr><td>Installation costs ............................................</td><td>11,570</td><td>3.2</td><td>4,855</td><td>1.7</td><td>4,766</td><td>1.2</td></tr><tr><td>Amortization and depreciation........................</td><td>7,185</td><td>2.0</td><td>14,024</td><td>4.9</td><td>14,018</td><td>3.6</td></tr><tr><td>Traveling expenses.........................................</td><td>5,698</td><td>1.6</td><td>4,027</td><td>1.4</td><td>6,064</td><td>1.5</td></tr><tr><td>Business tax charged to operations.................</td><td>3,215</td><td>0.9</td><td>3,590</td><td>1.2</td><td>7,022</td><td>1.8</td></tr><tr><td>Others............................................................</td><td>13,657</td><td>3.7</td><td>7,410</td><td>2.6</td><td>9,762</td><td>2.5</td></tr><tr><td>Total cost of sales.........................................</td><td>366,276</td><td>100.0</td><td>287,363</td><td>100.0</td><td>393,812</td><td>100.0</td></tr></table>
Cost of software and hardware equipment primarily includes purchase fees for servers, workstations, memory modules, network equipments and third-party software from third-party suppliers for our in-house developed solutions and products, which we procure based on orders from our customers. During the Track Record Period, our cost of software and hardware equipment, representing the largest component of our cost of sales, fluctuated as a result of the fluctuation of our revenue. For more details, see “Financial Information—Results of Operations.”
# Gross Profit and Gross Profit Margin
The following table sets forth a breakdown of our gross profit and gross profit margin derived from each business line for the period indicated.
<table><tr><td rowspan="4"></td><td colspan="6">For the year ended December 31,</td></tr><tr><td colspan="2">2013</td><td colspan="2">2014</td><td colspan="2">2015</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 colspan="6">(RMB in thousands, except percentages)</td></tr><tr><td>Solutions ............................</td><td>79,632</td><td>20.7</td><td>71,303</td><td>23.5</td><td>125,342</td><td>27.6</td></tr><tr><td>Services ..............................</td><td>19,369</td><td>32.5</td><td>19,454</td><td>32.1</td><td>36,203</td><td>47.0</td></tr><tr><td>Products .............................</td><td>37,687</td><td>64.9</td><td>28,249</td><td>66.3</td><td>50,626</td><td>67.9</td></tr><tr><td>Total ..................................</td><td>136,688</td><td>27.2</td><td>119,006</td><td>29.3</td><td>212,171</td><td>35.0</td></tr></table>
During the Track Record Period, the general increase in our gross profit margin was mainly driven by our effective procurement management and increased economies of scale due to increased sales. For further details, see “Financial Information—Results of Operations.”
# Value-added Tax Refunds and Government Subsidies
We develop and update, if necessary, operating software incorporated in our solutions and products. In 2013, 2014 and 2015, we received value-added tax refunds in the amount of RMB19.7 million, RMB16.3 million and RMB23.9 million, respectively, representing 3.9%, 4.0% and 3.9%, respectively, of our revenue in these periods. We receive such refund of value-added tax on our sales of self-developed software products as part of the PRC government’s policy of encouraging software development. While sales of software products are generally subject to value-add tax of 17% in the PRC, companies that develop their own software products and have such products registered with the relevant tax authorities in the PRC are entitled to refund of value-add taxes equivalent to the excess over 3% of their value-added tax burden. CDV WFOE, as a registered software enterprise, is entitled to such 14% value-added tax refund based on the recurring sales of our solutions, services and |
9322382_14.pdf | en | products. For further details, see “Risk Factors—Risks Relating to our Business and Industry—Receipt of value-added tax refunds has historically been important to our business, and we may not continue to receive such tax refunds in the future” and “Regulations—Tax—Value-Added Tax.”
In 2013, 2014 and 2015, we received government subsidy income in the amount of RMB17.9 million, RMB12.4 million and RMB15.3 million, respectively, representing 3.6%, 3.0% and 2.5%, respectively, of our revenue in these periods. Currently, various levels of the PRC government, including the central and municipal governments and their committees, provide subsidies to entities which engage in technology development under relevant government policies. As a technology-oriented company, we continuously allocate resources in our R&D activities. Therefore, we regularly apply for and receive cash subsidy grants from the PRC government, which may be granted unconditionally or with certain conditions, for our operating and R&D activities. Conditions on government subsidies generally include various minimum qualifications for grantees and restrictions on the use of such cash subsidies. For details, see “Risk Factors—Risks Relating to Our Business and Industry—We may not continue to receive sustainable government subsidies.”
Our Directors are of the view that we will continue to receive value-added tax (“VAT”) refunds and government grants, as we are not aware of any event or circumstance indicating that the laws and regulations governing VAT refunds and government grants might significantly change in the foreseeable future. Such rules have been enacted under a general policy of support for software development by the PRC government, and this supportive policy is intended to boost technology-oriented industries and improve the national economy. These policy directions have been reiterated several times in notices and guidance issued by various PRC governmental authorities, such as The Circular on Value-added Tax Policy on Software Products issued by the Ministry of Finance and SAT in 2011, and The Notice on Further Promoting Software and Integrated Circuit Development and The Notice on Promoting Software and Integrated Circuit Development issued by the State Council in 2011 and 2000, respectively. King & Wood Mallesons, our PRC legal advisors, confirm that they are not aware of any circumstances indicating that there will be material changes to PRC laws and regulations applicable to VAT refunds and government grants as of the date of this Prospectus. Han Kun Law Offices, PRC legal advisors to the Sponsor, concur with the view of King & Wood Mallesons. On that basis, and having discussed with both PRC legal advisors and the Company regarding the issue, the Sole Sponsor confirms that it is not aware of any circumstances that would cause it to disagree with the view of the Directors.
# Selected Line Items of Consolidated Statement of Financial Position
<table><tr><td rowspan="3"></td><td colspan="3">As of December 31,</td></tr><tr><td>2013</td><td>2014</td><td>2015</td></tr><tr><td colspan="3">(RMB in thousands)</td></tr><tr><td>Non-current assets ...............................................................</td><td>180,039</td><td>163,164</td><td>164,310</td></tr><tr><td>Current assets ......................................................................</td><td>568,222</td><td>549,872</td><td>640,399</td></tr><tr><td>Current liabilities.................................................................</td><td>(877,131)</td><td>(918,529)</td><td>(310,669)</td></tr><tr><td>Redeemable convertible preferred shares ..........................</td><td>(563,829)</td><td>(633,255)</td><td> —</td></tr><tr><td>Net current (liabilities)/assets...............................................</td><td>(308,909)</td><td>(368,657)</td><td>329,730</td></tr><tr><td>Total assets less current liabilities........................................</td><td>(128,870)</td><td>(205,493)</td><td>494,040</td></tr><tr><td>Non-current liabilities ..........................................................</td><td>(12,971)</td><td>(6,476)</td><td>(617,924)</td></tr><tr><td>Redeemable convertible preferred shares ..........................</td><td> (—)</td><td> (—)</td><td>(607,832)</td></tr><tr><td>Caildfipta eicenciy and net liabilites ....................................</td><td>(141,841)</td><td>(211,969)</td><td>(123,884)</td></tr></table>
As of December 31, 2015, redeemable convertible preferred shares of RMB607.8 million was classified as non-current liabilities upon the extension of redemption period to March 31, 2017 granted by the preferred shareholders in July 2015. As a result of such extension, we recognized a net current asset position as of December 31, 2015, but our non-current liabilities increased significantly as of that date. Furthermore, our Pre-IPO Investors have provided written confirmations to us that they would deem this Global Offering as a Qualified IPO. As a result, upon completion of a Qualified IPO, all redeemable convertible preferred shares will have been converted to Shares. Accordingly, upon conversion of the redeemable convertible preferred shares into Shares, the liabilities for the redeemable convertible preferred shares will be derecognized, and the fair value of the Shares issued |
20753930_5.pdf | en | because the matrix, 1 \( \textstyle - \; { \frac { k } { 2 } } A - { \frac { h } { 2 } } ( 1 - u _ { E } ) \), on the left hand side is explicit, as is the right hand side. That is, this matrix and the right hand side contain only old data, namely only information from the previous step, u(t). Euler estimate \( u _ { E } \) is an explicit one step computation using u(t). Significant advantages are: the matrix on the left hand side is tridiagonal with constants on the sub/super-diagonals, and the diagonal terms are \( O ( 1 ) \) strong. The procedure (7) is only linearly stable but we will show empirically that it gives good results when compared to pdepe when this MatLab function is appropriate, that is, in both the one-dimensional and rotationally symmetric 2-D case. Not only is the method (7) step-wise stable but also stable for initial data which may not be smooth.
Figure 1 shows the results for \( h \, = \, 1 / \) 5, \( k \) = 2.5 compared to pdepe. Notice that at \( t \) = 20 the agreement is remarkable; and that at \( t = h \), where the wave front profile is very steep, our Godunov splitting described in Section 3.2, specifically eq.(8), is very stable. The CFL number, \( k \) = 2.5, used to get Figure 1 is much larger than would be possible with an explicit method (LeVeque, 2007).
# 3.2 2-D case: Godunov–Strang–Yoshida splittings
It turns out that a generalization to the 2-D problem is a straightforward variant of Strang–Yoshida splittings (Strang, 1968; Yoshida, 1990), which are themselves variants of Godunov’s method (Godunov and Ryabenkii, 1987). The following is a fully implicit variant of our two-dimensional scheme, with two intermediate arrays, \( u ^ { \star } \) and \( u ^ { \star \star } \),
\[ u ^ { \star } = u ( t ) + { \frac { k } { 4 } } \left( A _ { x } u ^ { \star } + A _ { x } u ( t ) \right) \qquad \qquad \qquad \qquad ( 8 \mathrm { a } ) \]
\[ \begin{array} { l l } { { u ^ { \star \star } = u ^ { \star } + \displaystyle \frac { k } { 2 } \left( A _ { y } u ^ { \star \star } + A _ { y } u ^ { \star } \right) } } & { { \qquad \qquad ( \mathrm { 8 b } ) } } \\ { { \qquad \qquad + \displaystyle \frac { h } { 2 } \left( ( 1 - u ^ { \star \star } ) u ^ { \star \star } + ( 1 - u ^ { \star } ) u ^ { \star } \right) } } & { { } } \end{array} \]
\[ u ( t + h ) = u ^ { \star \star } + { \frac { k } { 4 } } \left( A _ { x } u ( t + h ) + A _ { x } u ^ { \star \star } \right) . \eqno ( 8 \mathrm { c } ) \]
In (8), the operators \( A _ { x } \) and \( A _ { y } \) are the same as (3) for directions x and y, respectively. For simulations on a lattice, \( u _ { i j } ( t ) = u ( t , x _ { 0 } + ( i - 1 ) \Delta x , y _ { 0 } + \) |
20753930_6.pdf | en | \( ( j - 1 ) \Delta y ) \), where 1 \( < i < N _ { x } \), 1 \( \leq j \leq N _ { y } \) and \( \Delta x = \Delta y , \), the following gives the action of the \( A _ { x } , A _ { y } \) operators:
\[ \begin{array} { r l r } { A _ { x } u _ { i , j } } & { = } & { u _ { i - 1 , j } - 2 u _ { i , j } + u _ { i + 1 , j } , } \\ { A _ { y } u _ { i , j } } & { = } & { u _ { i , j - 1 } - 2 u _ { i , j } + u _ { i , j + 1 } . } \end{array} \]
The compression scheme and code outline given in Appendix A show that only a maximum of one row or column (i.e.,\( \operatorname* { m a x } ( N _ { x } , N _ { y } ) ) \) of storage is needed for \( u ^ { \star } \) and \( u ^ { \star \star } \).
Again because the fully implicit quadratic vector equation in (8b) is awk-ward to solve, we use an Euler estimate in one of the terms. Here is one integration time step of (8) in discrete semi-implicit form:
\[ \left( 1 - { \frac { k } { 4 } } A _ { x } \right) u ^ { \star } = \left( 1 + { \frac { k } { 4 } } A _ { x } \right) u ( t ) \eqno ( 9 \mathrm { a } ) \]
\[ u _ { E } = u ^ { \star } + k A _ { y } u ^ { \star } + h ( 1 - u ^ { \star } ) u ^ { \star } \qquad \mathrm { ( 9 b ) } \]
\[ \left( 1 - { \frac { k } { 2 } } A _ { y } - { \frac { h } { 2 } } ( 1 - u _ { E } ) \right) u ^ { \star \star } = \left( 1 + { \frac { k } { 2 } } A _ { y } + { \frac { h } { 2 } } ( 1 - u ^ { \star } ) \right) u ^ { \star } \qquad ( 9 \mathrm { c } ) \]
\[ \left( 1 - { \frac { k } { 4 } } A _ { x } \right) u ( t + h ) = \left( 1 + { \frac { k } { 4 } } A _ { x } \right) u ^ { \star \star } . \eqno ( 9 \mathrm { d } ) \]
Equations (9a), (9c), and (9d) are solved in sequence as multiple inde-pendent tridiagonal systems for \( u ^ { \star } , u ^ { \star \star } \) and the final step \( u ( t + h ) \).
# 3.3 Symmetries in 2-D case
Our Godunov scheme (9) is not rotationally symmetric, and thus one way to estimate the error is to assess a solution using (9) for a symmetric problem. Again, we can use pdepe but now with the cylindrically symmetric parame-ter choice m=1 (see Section 12.5 in (Higham and Higham, 2005)). Figure 2 shows that any asymmetries are not apparent without more careful exami-nation. Even the wave front portrait of the 2-D case in the left-hand panel of Figure 3 and the error estimate in the right-hand panel of the same Figure are not sufficiently quantitative. In particular, there should be no distinction between x and y directions in (8), while a 2-D plot of the error distribution shows a small asymmetry (compare the right-hand plot in Figure 4 to the left). |
3462492_39.pdf | en | to declare and pay dividends if an event of default has occurred and is continuing or if the payment of the dividend would result in an event of default. In addition, Marshall Islands law generally prohibits the payment of dividends other than from surplus (retained earnings in excess of consideration received for the sale of stock above the par value of the stock), or while a company is insolvent or if it would be rendered insolvent by the payment of such a dividend, and any dividend may be discontinued at the discretion of our board of directors. As a result of these or other factors, we may pay dividends during periods when we record losses and may not pay dividends during periods when we record income.
# Future sales of our common shares could cause the market price of our common shares to decline.
The market price for our common shares could decline as a result of sales by existing shareholders, including GA Holdings, of large numbers of our common shares, or as a result of the perception that such sales may occur. Sales of our common shares by these shareholders also might make it more difficult for us to sell equity or equity-related securities in the future at a time and at the prices that we deem appropriate.
# Anti-takeover provisions in our charter documents could make it difficult for our shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares.
Several provisions of our articles of incorporation and bylaws could make it difficult for our shareholders to change the composition of our board of directors in any one year, preventing them from changing the composition of management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable. These provisions include:
• authorizing the board of directors to issue ‘‘blank check’’ preferred stock without shareholder approval;
• providing for a classified board of directors with staggered, three-year terms;
• prohibiting cumulative voting in the election of directors;
• authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of two-thirds of the outstanding shares of our common stock entitled to vote for the directors;
• limiting the persons who may call special meetings of shareholders; and
• establishing advance notice requirements for nominating candidates for election to our board of directors or for proposing matters that can be acted on by shareholders at shareholder meetings.
These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.
# We are an ‘‘emerging growth company’’, and we cannot be certain if the reduced reporting requirements applicable to ‘‘emerging growth companies’’ will make our common shares less attractive to investors.
We are an ‘‘emerging growth company’’, as defined in the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’), and we may take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not ‘‘emerging growth companies.’’ Investors may find our common shares less attractive because we rely on certain of these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile.
Because of our status as an ‘‘emerging growth company’’ under the Jumpstart Our Business Startups Act status, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the ‘‘Sarbanes-Oxley Act’’) for so long as we are an emerging growth company. As long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different from information provided by other public companies. We may take advantage of these provisions until December 31, 2018 or such earlier time that we are no longer an emerging growth company. We will cease to |
3462492_40.pdf | en | be an emerging growth company if, among other things, we have more than \$1.0 billion in ‘‘total annual gross revenues’’ during the most recently completed fiscal year.
# The Public Company Accounting Oversight Board (‘‘PCAOB’’) is not currently permitted to inspect our independent accounting firm and you may not benefit from such inspections.
Auditors of U.S. public companies are required by law to undergo periodic PCAOB inspections to assess their compliance with U.S. law and professional standards in connection with performance of audits of financial statements filed with the SEC. Certain European Union countries, including Ireland, do not currently permit the PCAOB to conduct inspections of accounting firms established and operating in such European Union countries, even if they are part of major international firms. Accordingly, unlike for most U.S. public companies, the PCAOB is currently prevented from evaluating our auditor’s performance of audits and its quality control procedures, and, unlike shareholders of most U.S. public companies, we and our shareholders are deprived of the possible benefits of such inspections.
# Tax Risks
# U.S. tax authorities could treat us as a ‘‘passive foreign investment company,’’ which could have adverse U.S. federal income tax consequences to U.S. holders.
A foreign corporation will be treated as a passive foreign investment company (‘‘PFIC’’), for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of ‘‘passive income’’ or (2) at least 50% of the average value of the corporation’s assets produce or are held for the production of ‘‘passive income.’’ For purposes of these tests, ‘‘passive income’’ generally includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services generally does not constitute ‘‘passive income.’’ U.S. shareholders of a PFIC are subject to an adverse U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.
Based upon our operations as described herein, we do not believe that our income from our time charters should be treated as ‘‘passive income’’ for purposes of determining whether we are a PFIC, and, consequently, the assets that we own and operate in connection with the production of that income should not constitute passive assets. Accordingly, based on our current operations, we do not believe we will be treated as a PFIC with respect to any taxable year.
There is substantial legal authority supporting this position consisting of case law and U.S. Internal Revenue Service (‘‘IRS’’), pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if the nature and extent of our operations change.
If the IRS were successful in asserting that we are or have been a PFIC for any taxable year, U.S. shareholders would face adverse U.S. federal income tax consequences. Under the PFIC rules, unless a shareholder makes an election available under the U.S. Internal Revenue Code of 1986, as amended, (‘‘the Code’’), (which election could itself have adverse consequences for such shareholders, as discussed below under ‘‘Tax Considerations — U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders’’), excess distributions and any gain from the disposition of such shareholder’s common shares would be allocated ratably over the shareholder’s holding period of the common shares and the amounts allocated to the taxable year of the excess distribution or sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed with respect to such tax. See ‘‘Tax Considerations — U.S. Federal |
11695316_65.pdf | en | The lower fiscal year 2014 effective income tax rate, when comparing to fiscal years 2015 and 2013, is a result of the tax benefit recorded during the first quarter of fiscal year 2014 for the reinstatement of regulatory assets related to the tax effect of Med D, causing the rate to be lower during that year. Refer to Note 9—Income Taxes of the Notes to the Consolidated Financial Statements for details.
# Liquidity and Capital Resources
Liquidity and capital resources for Washington Gas are substantially the same as the liquidity and capital resources discussion included in the Management’s Discussion of WGL (except for certain items and transactions that pertain to WGL Holdings and its unregulated subsidiaries). Those explanations are incorporated by reference into this discussion.
# Rates and Regulatory Matters
Washington Gas makes its requests to modify existing rates based on its determination of the level of net investment in plant and equipment, operating expenses, and a level of return on invested capital that is just and reasonable.
# SUMMARY OF MAJOR RATE INCREASE APPLICATIONS AND RESULTS
<table><tr><td rowspan="2">Jurisdiction</td><td rowspan="2"> Aliippcaton
Filed</td><td rowspan="2">Effective
Date</td><td rowspan="2">Test Year 12
Months Ended</td><td colspan="4">Increase in Annual Revenues (Millions)</td><td colspan="2">Allowed Rate
of Return</td></tr><tr><td colspan="2">Requested</td><td colspan="2">Granted</td><td>Overall</td><td>Equity</td></tr><tr><td>District of Columbia</td><td>2/29/2012</td><td>6/4/2013</td><td>9/30/2011</td><td>$ 29.0</td><td>14.00%</td><td>$ 8.4</td><td>4.03%</td><td>7.93%</td><td>9.25%</td></tr><tr><td>Marlyand</td><td>4/26/2013</td><td>11/22/2013</td><td>3/31/2013</td><td>$ 28.3</td><td>5.80%</td><td>$ 8.9</td><td>1.80%</td><td>7.70%</td><td>9.50%</td></tr><tr><td>Virignia</td><td>1/31/2011</td><td>10/1/2011</td><td>9/30/2010</td><td>$ 28.5</td><td>5.75%</td><td>$ 20.0</td><td>4.04%</td><td>8.26%</td><td>9.75%</td></tr></table>
The following is a discussion of significant current regulatory matters. Refer to the section “Accelerated Pipe Replacement Programs” for a discussion of regulatory matters associated with those programs.
# District of Columbia Jurisdiction
# Investigation into Washington Gas’ Cash Reimbursement to CSPs
On August 5, 2014, the Office of the People’s Counsel’s (“OPC”) of DC filed a complaint with the PSC of DC requesting that the Commission open an investigation into Washington Gas’ payments to CSPs to cash-out over-deliveries of natural gas supplies during the 2008-2009 winter heating season. OPC asserted that Washington Gas made excess payments in the amount of \$2.4 million to CSPs. On December 19, 2014, the PSC of DC granted the OPC of DC’s request and opened a formal investigation. On October 27, 2015, the PSC of DC issued an order finding that the company, in performing the cash-out, had violated D.C. Code 34-1101’s requirement that no service shall be provided without Commission approval. The PSC of DC directed Washington Gas to provide calculations showing what the impact would have been had Washington Gas made volumetric adjustments to CSP deliveries as of April 2009, which Washington Gas calculates would result in a refund of approximately \$2.4 million, which was recognized by WGL in fiscal year 2015. Washington Gas is considering its options with respect to the order.
# Weather Normalization Adjustment
On November 8, 2013, Washington Gas filed an application for approval of a Weather Normalization Adjustment (WNA) before the PSC of DC. The proposal would authorize Washington Gas to implement a rate design mechanism that would eliminate the variability of weather from the calculation of revenues and offer customers more stability in their bills, during the colder than normal winter heating season. On April 10, 2015, the PSC of DC denied Washington Gas’ application for approval of a WNA, indicating that Washington Gas may request a WNA in its next base rate case.
# Virginia Jurisdiction
# Affiliate Transactions
On June 5, 2013, Washington Gas submitted a petition for declaratory judgment with the State Corporations Commission of Virginia (“SCC of VA”) related to a proposed transfer to WGL Midstream of the remainder of the term of two agreements for natural gas storage service at the Washington Storage Service (WSS) and Eminence Storage Service (ESS) storage fields. Specifically, Washington Gas sought a declaratory judgment that the SCC of VA did not have jurisdiction over the proposed transaction since the WSS and ESS agreements were no longer utilized to provide utility service and the SCC of VA was preempted by the federal authority over the transfers. On April 15, 2015, the SCC of VA approved the transfer of WSS and ESS but did not issue a ruling on the request for declaratory judgment.
# Virginia Gas Reserves
In the 2014 Session, the General Assembly of the Commonwealth of Virginia amended Title 56 of the Virginia Code. The legislative provisions are intended to encourage regulated utilities to invest in natural gas reserves, upstream pipelines and facilities that are reasonably expected to benefit customers by lowering costs, |
11695316_66.pdf | en | reducing volatility or lowering the utility’s supply risk. A regulated utility company can obtain the recovery through its rates charged to customers for the entire incurred cost, including the return of and a return on the investment in reserves, as well as all operating costs.
Pursuant to the law, on May 6, 2015, Washington Gas entered into a 20-year agreement with Energy Corporation of America (ECA) to acquire natural gas reserves through non-operating working interests in 25 producing wells located in Pennsylvania’s Appalachian Basin for \$126 million.
The purchase of the reserves is conditional upon approval by the SCC of VA. Washington Gas filed an application and supporting testimony with the SCC of VA on May 12, 2015, for approval of the gas reserves purchase agreement with ECA as part of a Natural Gas Supply Investment Plan. On November 6, 2015, the SCC of VA issued an order denying the application. Washington Gas is considering its options.
# Other Matters
# Labor Contracts
Washington Gas has four labor contracts with bargaining units represented by three labor unions. On April 30, 2015, Washington Gas entered into a five-year labor contract with the Teamsters Local Union No. 96 (Local 96), a union affiliated with the International Brotherhood of Teamsters. The contract covers approximately 520 employees and is effective from June 1, 2015 through May 31, 2020. Local 96 also represents union-eligible employees in the Shenandoah Gas division of Washington Gas and has a five-year labor contract with Washington Gas that became effective on August 1, 2015 and expires on July 31, 2020. This contract covers approximately 23 employees. On April 1, 2013, Washington Gas entered into a three-year labor contract with The Office and Professional Employees International Union Local No. 2 (A.F.L.-C.I.O.). The contract covers approximately 117 employees and is effective beginning April 1, 2013 through March 31, 2016. Additionally, on August 1, 2014, Washington Gas entered into a new three-year labor contract with the International Brotherhood of Electrical Workers Local 1900 that covers approximately 21 employees and will expire on July 31, 2017. Washington Gas is subject to the terms of its labor contracts with respect to operating practices and compensation matters dealing with employees represented by the various bargaining units described above.
# Use of Business Process Outsourcing
Washington Gas outsources certain of its business processes related to human resources, information technology, consumer services, construction, integrated supplier and finance operations. While Washington Gas expects to continue agreements for the benefit of customers and shareholders, the continued management of service levels provided is critical to the success of these outsourcing arrangements.
Washington Gas has divided its BPO governance between functional areas within the organization, each containing a comprehensive set of processes to monitor and control the cost effectiveness and quality of services provided through the BPO. |
11766667_25.pdf | en | <table><tr><td>“Ready Siystem Enigneerng”</td><td> Ready Siystem Enigneernig Lmited (全達系統工程有限公
司), a company incorporated in Hong Kong with limited
liability on 23 July 1991, which was beneficially owned
as to 5% by Mr. MK Wan and 95% by an Independent
Third Party as at the Latest Practicable Date</td></tr><tr><td>“Ready System (Macau)”</td><td> Ready Siystem Enigneernig Lmited (全達系統工程有限公
司) (formerly known as Readiy EnigneernMg (acau)
Limited (全達工程(澳門)有限公司)), a company
incorporated in Macau with limited liability on 15 May
2006 and an indirect wholly-owned subsidiary of our
Company</td></tr><tr><td>“REM Group (Holdings)”</td><td> REM Group (Holdings) Limited (全達電器集團(控股)有限
公司), an exempted company incorporated in the Cayman
Islands with limited liability on 15 March 2017, the shares
of which are listed on the Stock Exchange (stock code:
1750), REM Group (Holdings) and its subsidiaries
principally engaged in manufacturing and sulppy of
low-voltage electrical power distribution and control
devices</td></tr><tr><td>“Reorganisation”</td><td> the reorganisation we have undergone in preparation for
the Listing of Shares on the Stock Exchange which are
more particularlhy described in the paragrap headed
“History, Reorganisation and Group Structure –
Reorganisation” in the prospectus</td></tr><tr><td>“Repurchase Mandate”</td><td> the general unconditional mandate to repurchase Shares
iven to our Directors by our Shareholdgers, particulars of
which are set forth in the paragrah hpeaded “Statutory and
General Information – A. Further information about our
Company – 3. Written resolutions of the sole Shareholder
passed on 22 Januar 2020” in Ayppendix V to the
prospectus</td></tr><tr><td>“Restricted Business”</td><td> the business currently and from time to time engaged by
our Group (including but not limited to E&M enigneering
works in Hong Kong, Macau and the PRC)</td></tr><tr><td>“RMB” or “Renminbi”</td><td> renminbi, the lawful currency of the PRC</td></tr><tr><td>“SEM Development”</td><td> SEM Development Limited, a company incorporated in
the BVI with limited liability on 2 October 2015 and an
indirect wholly-owned subsidiary of our Company</td></tr></table> |
11766667_26.pdf | en | <table><tr><td>“SEM Enterprises”</td><td> SEM Enterprises Limited, a company incorporated in the
BVI with limited liability on 2 October 2015, a
Controlling Shareholder, and is directly owned as to
74.08% by Mr. MK Wan, 23.04% by Mr. CW Wun and
2.88% by Mr. Yu.</td></tr><tr><td>“SEM Investments”</td><td> SEM Investments Limited, a company incorporated in the
BVI with limited liability on 2 October 2015 and a direct
wholly-owned subsidiary of our Company</td></tr><tr><td>“SEM Resources”</td><td> SEM Resources Limited, a company incorporated in Hong
Kong with limited liability on 5 November 2015 and an
indirect wholly-owned subsidiary of our Company</td></tr><tr><td>“SFC”</td><td> the Securities and Futures Commission of Hong Kong</td></tr><tr><td>“SFO”</td><td> the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong), as amended, sulppemented or
otherwise modified from time to time</td></tr><tr><td>“Share(s)”</td><td> ordinary share(s) in the share caiptal of our Company with
a nominal value of HK$0.01 each</td></tr><tr><td>“Share Offer”</td><td> the Public Offer and the Placing</td></tr><tr><td>“Share Option Scheme”</td><td> the share option scheme our Company conditionally
adopted on 22 January 2020, the principal terms of which
are summarised in the paragrah hpeaded “Statutory and
General Information – D. Share Option Scheme” in
Appendix V to the prospectus</td></tr><tr><td>“Shareholder(s)”</td><td> holder(s) of Shares</td></tr><tr><td>“Shun Tat M&E Equipment”</td><td> Shun Tat M&E Equipment Limited (順達機電設備有限公
司), a company incorporated in Hong Kong with limited
liability on 17 May 2012 and owned as to 40% by Ready
Enineering and 60% by an Independgent Third Party</td></tr><tr><td>“Sponsor”</td><td> Amlpe CailLilpta mited, a icensed coriporaton rei
gsteredunder the SFO to carry on type 4 (advising on securities),
type 6 (advising on corporate finance) and type 9 (asset
management) regulated activities as defined under the
SFO</td></tr><tr><td>“Stabilising Manager(s)”</td><td> the Joint Global Coordinators</td></tr></table> |
8349080_239.pdf | en | # FINANCIAL INFORMATION
We expect to finance our working capital requirements and the planned capital expenditures for the 12 months following the date of this prospectus with the following sources of funding:
(i) net cash inflows to be generated from our operating activities;
(ii) the cash and cash equivalents available, which were S\$4.2 million as at 30 April 2017; and
(iii) net proceeds to be received by our Group from the Share Offer.
Based on the above, our Directors believe that we will have sufficient funds for our present working capital requirements for at least the next 12 months from the date of this prospectus.
For more information on our expected capital expenditure requirements, please refer to the paragraph headed ‘‘Capital expenditures’’ in this section.
# Cash flows of our Group
The following table sets forth the selected cash flow data from our combined statements of cash flows for the Track Record Period:
<table><tr><td rowspan="4"></td><td colspan="2">For the year ended
31 December</td><td colspan="2">For the four months ended
30 April</td></tr><tr><td>2015</td><td>2016</td><td>2016</td><td>2017</td></tr><tr><td>S$’000</td><td> S$’000</td><td> S$’000</td><td> S$’000</td></tr><tr><td></td><td></td><td>(Unaudited)</td><td></td></tr><tr><td>Net cash generated from/(used in)
operating activities</td><td>2,907</td><td>7,891</td><td>1,512</td><td>(2,664)</td></tr><tr><td>Net cash (used in)/generated from
investing activities</td><td>(286)</td><td>(96)</td><td>48</td><td>(32)</td></tr><tr><td>Net cash used in financing activities</td><td>(1,329)</td><td>(5,032)</td><td>(2,942)</td><td>(106)</td></tr><tr><td>Net increase/(decrease) in cash and
cash equivalents</td><td>1,292</td><td>2,763</td><td>(1,382)</td><td>(2,802)</td></tr><tr><td>Cash and cash equivalents at the
beignninhg of te year</td><td>2,960</td><td>4,252</td><td>4,252</td><td>7,015</td></tr><tr><td>Cash and cash equivalents at the end of
the year</td><td>4,252</td><td>7,015</td><td>2,870</td><td>4,213</td></tr></table>
# Net cash generated from operating activities
Our cash inflow from operating activities is principally derived from providing reinforced concrete works. Our working capital requirements typically arise from purchases of materials and settlements of our staff costs and subcontracting fees. During the Track Record Period, our net cash flows from |
8349080_240.pdf | en | # FINANCIAL INFORMATION
operating activities represented profit before tax for the year adjusted for income tax paid, income tax refund, finance costs, non-cash items such as depreciation of property, plant and equipment and loss on disposal of property, plant and equipment and changes in working capital.
For the four months ended 30 April 2017, we had net cash used in operating activities of approximately S\$2.7 million, which was a combined effect of operating cash inflows before movements in working capital of approximately S\$1.7 million, net decrease in working capital changes of approximately S\$3.9 million and income tax paid of approximately S\$0.5 million. Net decrease in working capital changes was primarily reflected by an increase in trade and retention sum receivables of approximately S\$5.0 million, which was mainly attributable to the increase in progress billings in Project Orchard Station and Project New State Courts, resulting from the greater amounts of works performed during the four months ended 30 April 2017. The effect was partially offset by (i) a decrease in amounts due from customers for contract works of approximately S\$1.0 million; and (ii) an increase in amounts due to customers for contract works of approximately S\$0.9 million.
For the year ended 31 December 2016, we had net cash generated from operating activities of approximately S\$7.9 million, which was a combined effect of operating cash inflows before movements in working capital of approximately S\$3.6 million, net increase in working capital changes of approximately S\$4.8 million and income tax paid of approximately S\$0.5 million. Net increase in working capital changes was primarily reflected by (i) a decrease in trade and retention sum receivables of approximately S\$6.1 million mainly attributable to the completion of several projects; and (ii) an increase in other payables and accruals of approximately S\$2.7 million, mainly arising from increases in accrued salaries and accrued materials costs. The effect was partially offset by (i) an increase in amounts due from customers for contract works of approximately S\$3.7 million; and (ii) a decrease in amounts due to customers for contract works of approximately S\$0.7 million.
For the year ended 31 December 2015, we had net cash generated from operating activities of approximately S\$2.9 million, which was a combined effect of operating cash inflows before movement in working capital changes of approximately S\$3.6 million and net decrease in working capital changes of approximately S\$0.7 million. Net decrease in working capital changes was primarily reflected by an increase in trade and retention sum receivables of approximately S\$7.0 million, which was mainly attributable to the increases in progress billings in Project Micron and Project Tanjong Pagar Mixed Development, resulting from the greater amounts of works performed during the year ended 31 December 2015. The effect was partially offset by (i) an increase in amounts due to customers for contract works of approximately S\$5.1 million; and (ii) a decrease in amounts due from customers for contract works of approximately S\$2.6 million.
# Net cash used in investing activities
Our cash used in investing activities mainly consists of the purchases of property, plant and equipment.
For the four months ended 30 April 2017, we had net cash used in investing activities of approximately S\$32,000, which was primarily due to the purchases of property, plant and equipment, mainly including office equipment. |
20745027_208.pdf | en | and our issued Shares with a market capitalization of at least HK\$375 million will be held by the public upon completion of the Global Offering in accordance with 8.08(1)(a) and 18A.07, respectively, of the Listing Rules.
# PRC LEGAL COMPLIANCE
# M&A Rules
The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (關於外國投資者併購境內企業的規定) (the “M&A Rules”), which werej ointly promulgated by the MOFCOM, the State Assets Supervision and Administration Commission, the SAT, the SAMR, the CSRC and the SAFE on August 8, 2006, came into effect on September 8, 2006 and subsequently amended on June 22, 2009, require that foreign investors acquiring domestic companies by means of asset acquisition or equity acquisition shall comply with relevant foreign investment industry policies and shall be subject to approval by the relevant commerce authorities. Article 11 of the M&A Rules stipulates that an offshore special purpose vehicle established or controlled by a PRC domestic company, enterprise or natural person shall obtain approval from the MOFCOM prior to the acquisition of any domestic enterprise related to such company, enterprise or natural person. The M&A Rules, amongst others, also require that an offshore special purpose vehicle, or a SPV, formed for overseas listing purposes and through purchasing shares or equity interest in PRC domestic companies in exchange for the shares of offshore companies, and controlled directly or indirectly by PRC companies or individuals, shall obtain the approval of the CSRC prior to the listing and trading of such SPV’s securities on an overseas stock exchange.
The Manual of Guidance on Administration for Foreign Investment Access (2008 Edition)(《外商投資准入管理指引手冊(2008年版)) (the “Manual”), which was promulgated by the Foreign Investment Administration of the Ministry of Commerce, came into effect on December 18, 2018.The Manual stipulates that the transfer of equity of a Chinese party in an established foreign-invested enterprise to a foreign party shall not refer to the M&A Rules. No matter whether there is any associated relationship between the Chinese party and foreign party, and no matter whether the foreign party is the original shareholders or new investors. The target company of merger and acquisition shall include domestic capital enterprise only.
As advised by our PRC Legal Adviser, the proposed Listing is not subject to approval from the MOFCOM under the M&A Rules and our listing on the Stock Exchange is not subject to a prior approval from the CSRC under the M&A Rules.
# Circular 37
SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles (關於境內居民通過特殊目的公司境外投融資及返程投資外匯管理有關問題的通知) (the “SAFE Circular 37”) on July 14, 2014, which replaced the former circular commonly known as “SAFE Circular 75” promulgated by SAFE on October 21, 2005. SAFE Circular 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle”. SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or swap, merger, division or other material event. In the event that a PRC shareholder holding interests in a |
20745027_209.pdf | en | special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle maybe restricted in its ability to contribute additional capital into its PRC subsidiary. Furthermore, failure to comply with the SAFE registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls.
On February 13, 2015, SAFE released the Notice on Further Simplifying the Improving Policies for the Foreign Exchange Administration of Direct Investment (國家外匯管理局關於進一步簡化和改進直接投資外匯管理政策的通知) (the “SAFE Circular 13”), which became effective from June 1, 2015. According to SAFE Circular 13, local banks shall examine and handle foreign exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment registration under SAFE Circular 37. However, there exists uncertainties with respect to its interpretation and implementation by governmental authorities and banks.
As advised by our PRC Legal Adviser, each of Dr. Wang and Dr. Hu is not required to make registration for their respective investments in our Company under SAFE Circular 37 or SAFE Circular 13, and each of Ms. Wang and Ms. Hu has completed the registration for their respective investments in our Company under SAFE Circular 37 on March 29, 2018.
Our PRC Legal Adviser have confirmed that all relevant material registrations, approvals and permits required under PRC laws and regulations in relation to the establishment, increases of registered capital, equity transfers in respect of the PRC subsidiaries of our Group as described above have been completed and obtained.
# OUR STRUCTURE IMMEDIATELY PRIOR TO THE GLOBAL OFFERING
The following diagram illustrates the corporate and shareholding structure of our Group immediately prior to the completion of the Global Offering: |
8405636_47.pdf | en | <table><tr><td>“Over-allotment Option”</td><td>the option expected to be granted by our Company to the
International Underwriters, exercisable by the Joint
Representatives on behalf of the International
Underwriters pursuant to the International Underwriting
Agreement, pursuant to which our Company may be
required to allot and issue up to an aggregate of
103,500,000 additional Shares at the Offer Price,
representing 15% of the total number of Offer Shares
initially available under the Global Offering, to, among
other things, cover over-allocation in the International
Offering, if any</td></tr><tr><td>“PRC Company Law”</td><td>Company Law of the PRC (中華人民共和國公司法)</td></tr><tr><td>“PRC government”</td><td>the government of the PRC, including all governmental
sub-divisions such as provincial, municipal and other
reigonal or local government entities</td></tr><tr><td>“PRC Legal Advisers”</td><td>Commerce & Finance Law Offices, legal advisers to our
Company as to PRC laws</td></tr><tr><td>“Price Determination Date”</td><td> the date, expected to be on or about Thursday, 12
November 2020 and no later than Sunday, 15 November
2020 unless otherwise announced, on which the Offer
Price is to be determined for the purposes of the Global
Offering</td></tr><tr><td>“Property Law”</td><td>Property Law of the PRC (中華人民共和國物權法)</td></tr><tr><td>“Qindgao Sunac”</td><td>QindSgao unac A Tour Town ProipertSy ervces Co.,
Ltd. (青島融創阿朶小鎮物業服務有限公司), a company
established in the PRC with limited liability on 17 July
2018 and an indirect subsidiary of our Company, which
was owned as to 70% by Sunac Property Services and
30% by Qindao LonhiPSga roperty ervices Co., Ltdg.
(青島隆海物業服務有限公司), an Independent Third
Party save for its equity interest in Qindgao Sunac, as at
the Latest Practicable Date</td></tr><tr><td>“Qindgao Sunac Livable
Community”</td><td>QindSgao unac Livable CommunitPSy ropertiy ervces
Co., Ltd, (青島融創歸心物業服務有限公司), a company
established in the PRC with limited liability on 14
September 2020 and an indirect wholly-owned subsidiary
of our Company</td></tr></table> |
8405636_48.pdf | en | <table><tr><td>“qualified institutional buyer”</td><td> qualified institutional buyer within the meaning of Rule
144A</td></tr><tr><td>“Qualifiyng Sunac
Shareholder(s)”</td><td>holder(s) of the Sunac Shares, whose names appear on the
reister ofg members of Sunac China on the Record Date,
other than the Excluded Sunac Shareholders</td></tr><tr><td>“Record Date”</td><td> Thursday, 5 November 2020, being the record date for
determining the entitlement of the Qualifiyng Sunac
Shareholders to the Distribution</td></tr><tr><td>“Regulation S”</td><td> Regulation S under the U.S. Securities Act</td></tr><tr><td>“Renminbi” or “RMB”</td><td> Renminbi yuan, the lawful currency of the PRC</td></tr><tr><td>“Reorganisation”</td><td> the reorganisation arrangements undergone by us in
preparation for the Listing, details of which are set forth
in the section headed “History, Reorganisation and
Corporate Structure – Reorganisation”</td></tr><tr><td>“R ule144A”</td><td> Rule 144A under the U.S. Securities Act</td></tr><tr><td>“SAT”</td><td> the State Administration of Taxation of the PRC</td></tr><tr><td>“SFC”</td><td> the Securities and Futures Commission of Hong Kong</td></tr><tr><td>“SFO”</td><td> the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong), as amended, sulppemented or
otherwise modified from time to time</td></tr><tr><td>“Share(s)”</td><td> ordinary share(s) of HK$0.01 each in the share caital of
pour Company</td></tr><tr><td>“Shareholder(s)”</td><td> holder(s) of Shares</td></tr><tr><td>“Shenzhen Sunac”</td><td> Shenzhen Sunac Property Services Group Co., Ltd. (深圳
融創物業服務集團有限公司), a company established in
the PRC with limited liability on 12 December 2019 and
an indirect wholly-owned subsidiary of our Company</td></tr></table> |
20749936_115.pdf | en | operators to protect the interests of online players and specify certain terms that must be included in the service agreements between online game operators and the players of their online games. The MOC has formulated the Mandatory Provisions for the Standard Agreement for Online Game Services （網絡遊戲服務格式化協定必備條款）. Pursuant to the Online Game Measures, the service agreement entered into between an online game operator and a user must include all the mandatory provisions specified by the MOC. Other clauses in the service agreement shall not contravene the mandatory provisions.
7. The Administrative Measures on Internet Information Services （《互聯網信息服務管理辦法》） was issued by the State Council and lately amended in January 2011. Internet information service is a kind of information service categorized as a VATS in the current Telecom Catalogue attached to the Telecommunications Regulation as most recently updated in December 2015. Pursuant to these measures, “Internet information services” are divided into “commercial Internet information services” and “non-commercial Internet information services.” A commercial Internet information services operator must obtain a VATS license for Internet information services, or the ICP license, from the relevant government authorities before engaging in any commercial Internet information services operations in China, while the ICP license is not required if the operator will only provide Internet information on a non-commercial basis.
8. The Provisional Regulations for the Administration of Online Culture （《互聯網文化管理暫行規定》） (the “Online Culture Regulations”) issued by the MOC and effective on April 1, 2011 and most recently amended in November 2017, applies to entities engaging in Internet cultural activities related to “online cultural products”, which are produced specifically for Internet use, such as online music and entertainment, online games, online plays, online performances, online works of art and web animation, and other online cultural products that produced from such cultural products as music entertainment, games, shows & plays (programs), performances, works of art, cartoons, etc. by certain technical means and reproduced on the Internet for dissemination. Under the Online Culture Regulations, whoever applying for engaging in internet for-profit Internet cultural activities, including the production, duplication, importation, release or broadcasting of online cultural products; the dissemination of online cultural products on the Internet or the transmission of such products via Internet or mobile phone networks to player terminals, such as computers, phones, television sets and gaming consoles, or Internet surfing service sites such as Internet cafe´s; or the holding of exhibition or contests related to online cultural products, are required to apply to the relevant local branch of the MOC for an Online Culture Operating Permit. The MOC issued the Circular on Implementation of the Newly Revised Interim Provisions on the Administration of Internet Culture （《關于實施新修訂<互聯網文化管理暫行規定>的通知》） on March 18, 2011, which provides that the authorities will temporarily not accept applications by foreign-invested Internet content providers for operation of Internet culture business (other than online music business).
9. The Provisions on Protection of Personal Information of Telecommunication and Internet Users(《電信和互聯網用戶個人信息保護規定》) promulgated by the MIIT in July 2013, regulates the collection and use of users’ personal information in the provision of telecommunication services and Internet information services in China and the personal information includes a user’s name, birth date, identification card number, address, phone number, account name, password and |
20749936_116.pdf | en | other information that can be used for identifying a user. Telecommunication business operators and Internet service providers are required to constitute their own rules for the collecting and use of users’ information and they cannot collect or use of user’s information without users’ consent. Telecommunication business operators and Internet service providers must specify the purposes, manners and scopes of information collection and uses, obtain consent of the relevant citizens, and keep the collected personal information confidential. Telecommunication business operators and Internet service providers are prohibited from disclosing, tampering with, damaging, selling or illegally providing others with, collected personal information. Telecommunication business operators and Internet service providers are required to take technical and other measures to prevent the collected personal information from any unauthorized disclosure, damage or loss.
10. The Telecommunications Regulations of the People’s Republic of China （《中華人民共和國電信條例》） (the “Telecom Regulations”), promulgated by the PRC State Council and lately amended on February 6, 2016, is the primary governing law among all of the applicable laws and regulations, by setting out the general framework for the provision of telecommunications services by domestic PRC companies. Under the Telecom Regulations, telecommunications service providers are required to procure operating licenses prior to their commencement of operations. The Telecom Regulations distinguish “basic telecommunications services” from “VATS.” VATS are defined as telecommunications and information services provided through public networks. The Catalogue of Telecommunications Businesses （電信業務分類目錄） (the “Telecom Catalogue”) was issued as an attachment to the Telecom Regulations to categorize telecommunications services as either basic or value-added. In February 2003 and December 2015, the Telecom Catalogue was updated respectively.
11. Foreign investment in telecommunications companies in the PRC is governed by the Provisions for the Administration of Foreign-Invested Telecommunications Enterprises （《外商投資電信企業管理規定》） (the “Foreign-Invested Telecommunications Enterprises Provisions”), which was promulgated by the State Council and lately amended on February 6, 2016, respectively. With certain exceptions to E-commerce, the VATS industry in the PRC is categorized as a “restricted” category under the Catalog and has been subject to restrictions on percentage of foreign ownership (not holding more than 50%). The Foreign-Invested Telecommunications Enterprises Provisions further require (i) the major foreign investor in any VATS business in the PRC to demonstrate prior experience in providing VATS services and a good track record of business operations overseas (the “Qualification Requirement”); and (ii) foreign invested enterprises (“FIEs”) intending to conduct VATS business to obtain approvals from the MIIT and MOFCOM or its competent local branches prior to investing.
12. The Regulations on the Administration of Internet Publishing Services （《網絡出版服務管理規定》） (the “Internet Publishing Regulations”), jointly issued by the State Administration of SARFT and MIIT and effective on March 10, 2016, regulate a broad range of activities related to the “internet publishing services” providing “internet publications”, including online games, to the public through information networks. The Internet Publishing Regulations provides that any entity that is engaged in internet publishing services must obtain an Internet Publishing Service License （網絡出版服務許可證） and requires that prior to internet publishing of online games, an entity shall apply with the publishing authority of the province, autonomous region or centrally-administered municipality where it is situated, which shall, after its examination and |
9321198_456.pdf | en | • Step 3: Determine the transaction price
• Step 4: Allocate the transaction price to the performance obligationsi n the contract
• Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Group recognises revenue when (or as) a performance obligationi s satisfied, i.e. when “control” of the services underlying the particular performance obligationi s transferred to customers.
If control of the services transfers over time, revenuei s recognised over the period of the contract by reference to the progress towards complete satisfaction of that performance obligation. Otherwise, revenuei s recognised at a point in time when the customer obtains control of the services. The Group recognises revenue when the specific criteria have been met for the following activities:
Tuition and boarding fees received from students are generally paidi n advance prior to the beginning of each academic year, and are initially recorded as contract liabilities. Tuition and boarding fees are recognised proportionately over the periods of the applicable programme. The portion of tuition and boarding payments received from students but not earnedi s recorded as a contract liability andi s reflected as a current liability as such amounts represent revenue that the Group expects to earn within one year. The academic year of the Group’s schoolsi s generally from September to August of the following year.
Tuition fees from the provision of other education services to students are collectedi n advance on a lump sum basis. Revenuei s recognised proportionately over the periods of the applicable programme.
The Group does not expect to have any contracts where the period between the transfer of the promised services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
# Other income
Rental incomei s recognised on a time proportion basis over thel ease terms.
Interest income from a financial asset is recognised on an accrual basis using the effectivei nterest method by applying the rate that exactly discounts the estimated future cash receipts over the expectedl ife of the financial instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset.
# Employee benefits
# Pension scheme
The employees of the Group’s subsidiaries which operatei n Mainland China are required to participate in a central pension scheme operated by thel ocal municipal government. The subsidiaries operatingi n Mainland China are required to contribute certain percentage of their payroll costs to the central pension scheme. The contributions are charged to profit or loss as they become payablei n accordance with the rules of the central pension scheme.
# Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, i.e., assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets. The capitalisation of such borrowing costs ceases when the |
9321198_457.pdf | en | assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs capitalised. All other borrowing costs are expensedi n the periodi n which they arei ncurred. Borrowing costs consist of interest and other costs that an entityi ncursi n connection with the borrowing of funds.
# Dividends
Final dividends are recognised as al iability when they are approved by the shareholdersi n a general meeting. Proposed final dividends are disclosedi n the notes to the Historical Financial Information.
Interim dividends are simultaneously proposed and declared, because the Company’s memorandum and articles of association grant the directors the authority to declarei nterim dividends. Consequently, interim dividends are recognisedi mmediately as al iability when they are proposed and declared.
# Foreign currencies
The Historical Financial Informationi s presentedi n RMB. Each entityi n the Group determinesi ts own functional currency andi temsi ncludedi n the financial statements of each entity are measured using that functional currency. Foreign currency transactions recorded by the entitiesi n the Group arei nitially recorded using their respective functional currency rates prevailing at the dates of the transactions. Monetary assets andl iabilities denominatedi n foreign currencies are translated at the functional currency rates of exchange ruling at the end of each of the Relevant Periods. Differences arising on settlement or translation of monetary items are recognisedi n profit orl oss.
Non-monetaryi tems that are measuredi n terms of historical cost in a foreign currency are translated using the exchange rates at the dates of thei nitial transactions. Non-monetaryi tems measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of a non-monetaryi tem measured at fair valuei s treatedi nl ine with the recognition of the gain or loss on changei n fair value of thei tem (i.e., translation difference on thei tem whose fair value gain orl ossi s recognisedi n other comprehensivei ncome or profit orl ossi s also recognised in other comprehensivei ncome or profit orl oss, respectively).
In determining the exchange rate oni nitial recognition of the related asset, expense or income on the derecognition of a non-monetary asset or non-monetaryl iability relating to an advance consideration, the date of initial transactioni s the date on which the Groupi nitially recognises the non-monetary asset or non-monetaryl iability arising from the advance consideration. If there are multiple payments or receiptsi n advance, the Group determines the transaction date for each payment or receipt of the advance consideration.
The functional currencies of certain overseas subsidiaries are currencies other than the RMB. As at the end of each of the Relevant Periods, the assets andl iabilities of these entities are translatedi nto RMB at the exchange rates prevailing at the end of each of the Relevant Periods and their statements of profit or loss and other comprehensivei ncome are translatedi nto RMB at the weighted average exchange rates for the year.
The resulting exchange differences are recognisedi n other comprehensivei ncome and accumulatedi n the exchange fluctuation reserve. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operationi s recognisedi n profit orl oss.
# 3. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES
The preparation of the Historical Financial Information requires management to makej udgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets andl iabilities, and their accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets orl iabilities affected in the future. |
11754071_4.pdf | en | FIG. 2. (Color online) \( \mu \) vs. B vs. \( Q _ { \mathrm { D } } \) for a five-channel sys-tem (compare with Figs. 8 and 7.) The background red-white colors are obtained using a numerical tight-binding simula-tion with \( L \, = \, 3 0 0 0 0 a \) and \( W \, = \, 5 a \), while the black lines, which represent the topological phase boundaries, are ob-tained analytically using Eq. (7). Here, \( V _ { 0 } = \sqrt { \gamma / a ^ { 2 } } = 0 . 2 t \),\( \alpha _ { \mathrm { S O } } \; = \; 0 . 0 2 \hbar / m a \) (\( l _ { \mathrm { S O } } \, = \, 4 . 0 8 \mu m \)) and \( \Delta \) =\( = ~ 0 . 1 6 4 t \), where \( t \, = \, h ^ { 2 } / 2 m a ^ { 2 } \) and \( a \, = \, 0 . 0 1 l _ { \mathrm { S O } } \) is the tight-binding lattice spacing. The fragmented nature of the topological phase di-agram seen in (b) cannot be explained in a p-wave picture. See Appendix B for a discussion of corresponding experimen-tal parameters.
FIG. 3. (Color online) \( \mu \) vs. \( V _ { 0 } \; = \; \sqrt { \gamma / a ^ { 2 } } \) vs. Q for a multichannel RSW wire. The black lines, which represent topological phase boundaries, are obtained analytically us-ing Eq. (7). The background red-white colors are obtained using tight-binding numerical simulations with \( L = 6 0 0 0 0 a \). In both cases, \( W = 4 a \), \( \alpha _ { \mathrm { S O } } \, = \, 0 . 0 1 5 \hbar / m a \),\( \Delta = 0 . 2 0 t \) and \( B = 0 . 3 5 t \), where \( t = \hbar ^ { 2 } / 2 m a ^ { 2 } \) is the tight-binding hopping parameter and a is the TB lattice spacing. See Appendix B for a discussion of corresponding experimental parameters.
# B. Numerical simulations
In this section, we obtain the topological index of a disordered multichannel wire numerically and compare it with our analytical results from the previous section. For our numerical simulations, we take the TB form of the Hamiltonian in Eq. (1) whose details can be found in the Appendix B. We consider a wire of length \( L \gg l _ { \mathrm { M F P } } \), \( \mathcal { E } \) or \( l _ { \mathrm { S O } } \), with metallic leads (\( \alpha _ { \mathrm { S O } } = 0 \),\( \Delta \) = 0 and \( V ( x , y ) \) = 0 in the leads). We use the results of Fulga et al. to obtain the topological quantum number of the disordered multi-channel wire from the scattering matrices of the wires.37 For a semi-infinite wire in the symmetry class D, the topological charge is given by \( Q _ { \mathrm { D } } \, = \, \mathrm { d e t } ( r ) \) where r is the reflection matrix. For a quasiparticle insulator, this determinant can only take the values \( \pm \) 1. However, for a finite system this determinant can in general have any value in the \( \lceil - 1 , 1 \)] interval. We obtain the reflection ma-trix of the TB system in our numerical TB simulations using the Kwant library62 and then use this relation to calculate \( Q _ { \mathrm { D } } \). We plot the topological phase diagram in Figures 2 and 3, where the red and white colors represent \( Q _ { \mathrm { D } } = - 1 \) and \( Q _ { \mathrm { D } } = + 1 \) respectively.
Figure 2 exemplifies our central result given in Eq. (11). We find that for a nearly depleted wire (Fig. 2a), the topological phase merely shifts to the higher values of the chemical potential in agreement with Ref.34. For higher chemical potentials/doping, we ob-serve a fragmented topological phase diagram (Fig. 2b). We find good agreement with our analytical results from Eq. (11). We note in passing that, this fragmenta-tion cannot be explained by a simple p-wave picture as these topological phases arise despite the incomplete spin-polarization of the wire under a low magnetic field. For a full phase diagram over the entire bandwidth, but for slightly different material parameters, see Figure 8, where the reentrant phases are apparent.
In Fig. 3, we plot the topological number \( Q _ { \mathrm { D } } \) as a func-tion of \( \mu \) and the disorder strength \( \sqrt { \gamma / a ^ { 2 } } \) for a constant \( B _ { \mathrm { Z e e m a n } } \) over the full TB bandwidth. The reentrant na-ture of the topological phase diagram can also be seen in this plot, for example, by following the \( \mu \) = 1.5 line as \( \gamma \) is increased. As the disorder strength increases, series of topological transitions occur, similar to the PW wire.42 However, unlike the PW wire, the number of transitions is given by \( \bar { N } ( \mu + \epsilon ) + \bar { N } ( \mu - \epsilon ) \) rather than \( \bar { N } ( \mu ) \), with \( \bar { N } ( \mu ) \) defined as \( \bar { N } ( \mu _ { \mathrm { e f f } } ) \, = \, \lfloor W k _ { F } ( \mu _ { \mathrm { e f f } } ) / \pi \rfloor \). For further discussion of the emergence of effective p-wave picture at high magnetic fields, see Appendix C.
# III. CONCLUSION
In summary, we investigate the effect of disorder in multichannel Rashba SOC proximity-induced topological superconductor nanowires (RSW nanowires) at experi-mentally relevant parameter ranges. We derive formulae that determine all topological phase boundaries of a mul- |
11754071_5.pdf | en | tichannel disordered RSW wire. We test these formulae with numerical tight-binding simulations at experimen-tally relevant parameter ranges and find good agreement without any fitting parameters. We show that there are additional topological transitions for the RSW wires lead-ing to a richer phase diagram with further fragmentaliza-tion beyond that of the p-wave models.
# ACKNOWLEDGMENTS
This work was supported by funds of the Erdal ˙Ino¨n¨u chair, by T¨U B˙ITAK under grant No. 110T841, by the Foundation for Fundamental Research on Matter (FOM) and by Microsoft Corporation Station Q. ˙IA is a mem-ber of the Scien¨ce Academy—Bilim Akademisi—Turkey;BP, AT and OB thank The Science Academy—Bilim Akademisi—Turkey for the use of their facilities through-out this work.
# Appendix A: Mean free path
We consider a long wire along the x-axis, having a length of L along the x-direction and a width of W along the y-direction and metallic leads at the end, with a Gaussian disorder of the form \( \left\langle V ( \mathbf { r } ) \, V ( \mathbf { r } ^ { \prime } ) \right\rangle = \gamma \, \delta ( \mathbf { r } - \mathbf { r } ^ { \prime } ) \). We obtain the ensemble average of the matrix element be-tween the \( n ^ { \mathrm { t h } } \) and \( l ^ { \mathrm { t h } } \) transverse channels as \( k ( k _ { x } , n ) \rightarrow \)\( k ^ { \prime } ( k _ { x } ^ { \prime } , l ) \) as
\[ \big \langle | V _ { k k ^ { \prime } } | ^ { 2 } \big \rangle = \frac { \gamma } { L W } \left( 1 + \frac { \delta _ { n , l } } { 2 } \right) . \qquad \qquad ( \mathrm { A 1 } ) \]
We then use Fermi’s Golden Rule to calculate the in-verse lifetime of a momentum state k, \( \tau _ { k \rightarrow k ^ { \prime } } ^ { - 1 } \) :
\[ \begin{array} { r l r } & { } & { \left\langle l _ { \mathrm { M F P } ( k _ { x } , n \rightarrow k _ { x } ^ { \prime } , l ) } ^ { - 1 } \right\rangle = \left( \frac { 1 } { \hbar } \frac { \partial \varepsilon _ { k } } { \partial k _ { x } } \right) ^ { - 1 } \times \frac { 2 \pi } { \hbar } \frac { \gamma } { L W } \times } \\ & { } & { \left( 1 + \frac { \delta _ { n , l } } { 2 } \right) \, \rho ( \varepsilon _ { k ^ { \prime } } ) . \qquad ( \mathrm { A 2 } ) } \end{array} \]
where \( \varepsilon _ { k } \) gives the dispersion relation and \( \rho ( \varepsilon _ { k } ) \) is the density of states. We then sum over the initial and final states \( k ^ { \prime } \) in Eq. (A2) to obtain the total inverse MFP:
\[ \left\langle l _ { \mathrm { M F P } } ^ { - 1 } \right\rangle = \sum _ { k _ { x } , k _ { y } ; k _ { x } ^ { \prime } , k _ { y } ^ { \prime } } \left\langle l _ { \mathrm { M F P } ( k _ { x } , n \rightarrow k _ { x } ^ { \prime } , l ) } ^ { - 1 } \right\rangle \qquad \mathrm { ( A 3 ) } \]
We first apply Eq. (A3) to a free electron dispersion of the form \( \varepsilon ( k ) = \bar { h } ^ { 2 } k ^ { 2 } / 2 m = \hbar ^ { 2 } / 2 m \, ( k _ { n , x } ^ { 2 } + n ^ { 2 } \bar { \pi } ^ { 2 } / W ^ { 2 } ) \) for \( n \, \in \, 1 , \dots , \bar { N } \) where \( \bar { N } ( \mu _ { \mathrm { e f f } } ) \; = \; \lfloor W k _ { F } ( \varepsilon ) / \pi \rfloor \). The resulting total ensemble-averaged inverse MFP is
FIG. 4. \( \zeta _ { N \rightarrow N + 1 } ^ { - 1 } / ( N + 1 ) \) vs. N.
\[ \begin{array} { c } { { \langle l _ { \mathrm { M F P } } ^ { - 1 } \rangle = \displaystyle \sum _ { n = 1 } ^ { \bar { N } } \sum _ { l = 1 } ^ { \bar { N } } \int \frac { d k _ { n , x } ^ { \prime } } { \pi / L } \, \frac { m ^ { 2 } } { \hbar ^ { 4 } } \frac { 2 \gamma W } { L \pi } \, \left( 1 + \frac { \delta _ { n l } } { 2 } \right) \, \frac { \pi } { W } \times } } \\ { { \delta ( k _ { l , x } ^ { \prime } \pm \sqrt { 2 m \varepsilon / \hbar ^ { 2 } - l ^ { 2 } \pi ^ { 2 } / W ^ { 2 } } ) } } \\ { { \sqrt { 2 m \varepsilon / \hbar ^ { 2 } - n ^ { 2 } \pi ^ { 2 } / W ^ { 2 } } \, \sqrt { 2 m \varepsilon / \hbar ^ { 2 } - l ^ { 2 } \pi ^ { 2 } / W ^ { 2 } } } } \\ { { = \frac { 4 m ^ { 2 } \gamma } { \hbar ^ { 4 } \pi k _ { F } } \, \zeta _ { N } ^ { - 1 } , \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ ( \mathrm { A 4 } ) } } \end{array} \]
where \( k _ { F } = \sqrt { 2 m \varepsilon / \hbar ^ { 2 } } \) is the Fermi wavevector,
\[ \zeta _ { N } ^ { - 1 } = \frac { 3 \bar { N } } { 2 } \sum _ { n = 1 } ^ { \bar { N } } \eta _ { n } ^ { 2 } + 2 \bar { N } \sum _ { n = 1 } ^ { \bar { N } } \sum _ { l > n } ^ { \bar { N } } \eta _ { n } \, \qquad ( \mathrm { A 5 } ) \]
and \( \begin{array} { r } { \eta _ { n } = \left( \frac { W ^ { 2 } k _ { F } ^ { 2 } } { \pi ^ { 2 } } - n ^ { 2 } \right) ^ { - \frac { 1 } { 2 } } } \end{array} \), in agreement with Eq.(8) in the supporting online material of Rieder et al.42. The value of \( \zeta _ { N } \) just below the transition \( N \to N + \) 1 (denoted \( \zeta _ { N \rightarrow N + 1 } \) is plotted in Figure 4.
We now derive the MFP for a TB dispersion relation given by
\[ \varepsilon ( k _ { x , n } ) = 2 t \ ( 2 - \cos \left( k _ { x , n } a \right) - \cos \left( n \pi a / W \right) ) \, . \; \; \; \; ( \mathrm { A 6 } ) \]
The number of channels is given by \( \bar { N } \)\( \lfloor \left( W / \pi a \right) \operatorname { a r c c o s } \left( 1 - \varepsilon / 2 t \right) \rfloor \) for 0 \( < \varepsilon < 4 t \) and by \( \bar { N } = \)\( \lfloor ( W / \pi a ) \operatorname { a r c c o s } \left( 1 - ( 4 - \varepsilon / 2 t ) \right) \rfloor \) for 4 \( t < \varepsilon < 8 t \). The resulting disorder-averaged inverse MFP reads:
\[ \left\langle ( l _ { \mathrm { M F P } } ^ { \mathrm { T B } } ) ^ { - 1 } \right\rangle = \frac { \gamma } { \bar { N } W a ^ { 2 } t ^ { 2 } } \, ( \zeta _ { N } ^ { \mathrm { T B } } ) ^ { - 1 } \qquad \qquad ( \mathrm { A 7 } ) \]
where the dimensionless \( ( \zeta _ { N } ^ { \mathrm { T B } } ) ^ { - 1 } \) is given by
\[ ( \zeta _ { N } ^ { \mathrm { T B } } ) ^ { - 1 } = \frac { 3 \bar { N } } { 2 } \sum _ { n = 1 } ^ { \bar { N } } ( \eta _ { n } ^ { \mathrm { T B } } ) ^ { 2 } + \eqno ( \mathrm { A 8 } ) \] |
9295220_106.pdf | en | # 7、合并所有者权益变动表
本期金额
单位：元
<table><tr><td rowspan="4">项目</td><td colspan="15">2021 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>346,00
0,000.
00</td><td></td><td></td><td></td><td>561,025
,368.32</td><td></td><td></td><td></td><td>30,118,8
59.35</td><td></td><td>430,767
,050.68</td><td></td><td>1,367,91
1,278.35</td><td></td><td>1,367,9
11,278.
35</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>346,00
0,000.</td><td></td><td></td><td></td><td>561,025
,368.32</td><td></td><td></td><td></td><td>30,118,8
59.35</td><td></td><td>430,767
,050.68</td><td></td><td>1,367,91
1,278.35</td><td></td><td>1,367,9
11,278.</td></tr></table> |
9295220_107.pdf | en | <table><tr><td></td><td>00</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>35</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>3,297,3
33.26</td><td></td><td>44,658,
932.79</td><td></td><td>47,956,2
66.05</td><td>3,997,1
94.58</td><td>51,953,
460.63</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>51,416,
266.05</td><td></td><td>51,416,2
66.05</td><td>-2,805.4
2</td><td>51,413,
460.63</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>4,000,0
00.00</td><td>4,000,0
00.00</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>4,000,0
00.00</td><td>4,000,0
00.00</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></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>3,297,3
33.26</td><td></td><td>-6,757,3
33.26</td><td></td><td>-3,460,0
00.00</td><td></td><td>-3,460,0
00.00</td></tr></table> |
20750690_48.pdf | en | the fair value gains on our investment properties were RMB373.3 million, RMB242.4 million, RMB139.3 million, RMB115.0 million and RMB121.3 million, respectively.
Fair value gains or losses do not, however, change our cash position as long as the relevant investment properties are held by us and, therefore, do not increase our liquidity in spite of the increased profit. The amount of revaluation adjustments has been, and will continue to be, subject to market fluctuations. We cannot assure you that changes in the market conditions will continue to create fair value gains on our investment properties or that the fair value of our investment properties will not decrease in the future. In particular, the fair value of our investment properties could decline in the event that the property industry of China experiences a downturn. Any significant decreases in the fair value of our investment properties may materially and adversely impact our profit.
# The illiquidity of property investments and the lack of alternative uses of hotel and retail properties could significantly limit our ability to respond to adverse changes in the performance of our investment properties
Because property investments in general are relatively illiquid, our ability to promptly sell one or more of our investment properties in response to changing economic, financial and investment conditions is limited. The property market is affected by various factors, such as general economic conditions, availability of financing, interest rates, supply and demand, many of which are beyond our control. We cannot predict whether we will be able to sell any of our investment properties for the price or on the terms set by us, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a purchaser and to complete the sale of a property. In addition, if we sell an investment property during the term of that property’s management agreement or tenancy agreement, we may have to pay termination fees to our hotel management partners or our anchor retail tenants.
In addition, hotels and retail properties may not be readily converted to alternative uses if they became unprofitable due to competition, age, decreased demand or other factors. The conversion of hotel and retail properties to alternative uses generally requires substantial capital expenditures. We cannot assure you that we will have sufficient funds to carry out the conversion. These factors and any others that would impede our ability to respond to adverse changes in the performance of our hotels and retail properties could affect our ability to compete against our competitors and results of operations.
# If our provisions for LAT prove to be insufficient, our financial results would be adversely affected
Our properties developed for sale are subject to LAT. Under PRC tax laws and regulations, all income derived from the sale or transfer of land use rights, buildings and their ancillary facilities in the PRC is subject to LAT at progressive rates ranging from 30% to 60% on the appreciation of land value. LAT is calculated based on proceeds received from the sale of properties less deductible expenditures as provided in the relevant tax laws. We make provisions for the full amount of applicable LAT in accordance with the relevant PRC tax laws and regulations from time to time pending settlement with the relevant tax authorities. As we often develop our projects in phases, deductible items for the calculation of LAT, such as land costs, are apportioned among different phases of development. Provisions for LAT are made on our own estimates based on, among |
20750690_49.pdf | en | other things, our own apportionment of deductible expenses which is subject to final confirmation by the relevant tax authorities upon settlement of the LAT. We only prepay a portion of such provisions each year as required by the local tax authorities. As of December 31, 2010, 2011 and 2012 and September 30, 2013, we made provisions for LAT in the amounts of RMB168.3 million, RMB150.7 million, RMB110.2 million and RMB48.4 million, respectively. As of the Latest Practicable Date, we had not received any official confirmation or exemption with respect to our LAT liabilities for any period despite our LAT prepayments during the years. We cannot assure you that the relevant tax authorities will agree with our calculation of LAT liabilities, nor can we assure you that the LAT provisions will be sufficient to cover our LAT obligations in respect of our past LAT liabilities. If the relevant tax authorities determine that our LAT liabilities exceed our LAT prepayments and provisions, and seek to collect that excess amount, our cash flow, results of operations and financial condition may be materially and adversely affected. In addition, as we continue to expand our property developments, we cannot assure you that our provision for LAT obligations based on our estimates in new markets will be sufficient to cover our actual LAT obligations. As there are uncertainties as to when the tax authorities will enforce the LAT collection and whether it will apply the LAT collection retrospectively to properties sold before the enforcement, any payment as a result of the enforcement of LAT collection may significantly restrict our cash flow position, our ability to finance our land acquisitions and to execute our business plans.
# Our future growth partly depends on our ability to develop our business in other regions of China where we currently have no operations
In order to achieve sustainable growth, we need to continue to seek development opportunities in select regions in the PRC with potential for growth where we have no existing operations. However, our experience as a property developer in our existing markets may not be applicable in other regions. We may face intense competition from developers with established experience or presence in these new markets, and from other developers with similar expansion plans. In addition, business expansion or land acquisition requires a significant amount of capital investment and human resources, and may divert our existing resources including the attention of our management. Additionally, we may not be able to hire, train or retain sufficient talent to manage our operations in the new markets. As a result, our inability to develop, manage and integrate new projects and businesses may adversely affect our operating efficiency and the success of our expansion plans, which consequently may adversely affect our business, financial conditions and future prospects.
# Increasing competition in the PRC, particularly from developers of properties similar to ours in the second- and third-tier cities where we operate, may adversely affect our business and financial condition
In recent years, a large number of property developers have undertaken property development and investment projects in second- and third-tier cities in China, including property developments similar to ours, with commercial and residential properties integrated to varying degrees. Our major competitors include large national and regional property developers and overseas developers, some of which may have better track records and greater financial and other resources than us. In addition, we also compete with small local property developers. Intense competition among property developers in second- and third-tier cities in China for land, financing, raw materials and skilled management and labor resources may result in increased cost for land acquisition and construction, an oversupply of properties available for sale and a decrease in property |
20791588_30.pdf | en | <table><tr><td>“Guandgong Institute”</td><td> China EneriGgy Enigneerng rouGp uandEligong ectrc
Power Design Institute Co., Ltd. (中國能源建設集團廣東
省電力設計研究院有限公司), a limited liability company
established in the PRC on November 8, 2001 and a
wholly-owned subsidiary of our Company</td></tr><tr><td>“Guandgong Power Enigneering”</td><td> China EneriGgy Enigneerng rouGp uandEligong ectrc
Power Eniigneerng Co., Ltd. (中國能源建設集團廣東電
力工程局有限公司), a limited liability company
established in the PRC on August 26, 1989 and a
wholly-owned subsidiary of our Company</td></tr><tr><td>“Guandhgong Termal Power”</td><td> China EneriGgy Enigneerng rouGp uandThl
gong ermaPower EnigneerinCg o., Ltd. (中國能源建設集團廣東火
電工程有限公司), a limited liability company established
in the PRC on May 12, 1986 and a wholly-owned
subsidiary of our Company</td></tr><tr><td>“Guangxi Water & Power Group”</td><td> Guangxi Water Conservanc &ly Eectric Power
Construction Group Co., Ltd. (廣西水利電力建設集團有
限公司), a limited liability company established in the
PRC on November 3, 1995 and a wholly-owned
subsidiary of our Company</td></tr><tr><td>“H Share(s)”</td><td> overseas listed foreign shares in the share caiptal of our
Company with a nominal value of RMB1.00 each, which
are to be subscribed for and traded in HK dollars and
listed on the Hong Kong Stock Exchange</td></tr><tr><td>“H Share Reigstrar”</td><td> Computershare Hong Kong Investor Services Limited</td></tr><tr><td>“Heilongjiang Institute”</td><td> China EneriGgy Eniigneerng rouHlp eionigjanElg ectrc
Power Design Institute Co. Ltd. (中國能源建設集團黑龍
江省電力設計院有限公司), a limited liability company
established in the PRC on April 24, 1993 and a wholly-
owned subsidiary of our Company</td></tr><tr><td>“Heilongjiang Thermal Power 1
Company”</td><td>China EneriG
gy Enigneerng rouHlp eionigjanNg o.1Thermal Power EniCgneerinLg o., td. (中國能源建設集
團黑龍江省火電第一工程有限公司), a limited liability
company established in the PRC on April 16, 1996 and a
wholly-owned subsidiary of our Company</td></tr></table> |
20791588_31.pdf | en | <table><tr><td>“Heilongjiang Thermal Power 3
Company”</td><td>China EneriG3gy Enigneerng rouHlp eionigjanNg o.
Thermal Power EnigneerinCLg o., td. (中國能源建設集
團黑龍江省火電第三工程有限公司), a limited liability
company established in the PRC on January 1, 1962 and
a wholly-owned subsidiary of our Company</td></tr><tr><td>“HK$” or “HK dollars”</td><td> Hong Kong dollars and cents, respectively, the lawful
currency of Hong Kong</td></tr><tr><td>“HKIAC”</td><td> Hong Kong International Arbitration Center</td></tr><tr><td>“HKSCC”</td><td> Hong Kong Securities Clearing Company Limited, a
wholly owned subsidiary of Hong Kong Exchanges and
Clearing Limited</td></tr><tr><td>“HKSCC Nominees”</td><td> HKSCC Nominees Limited, a wholly owned subsidiary
of HKSCC</td></tr><tr><td>“Hong Kong” or “HK”</td><td> Hong Kong Special Administrative ReifCgon o the PR</td></tr><tr><td>“Hong Kong Listing Rules” or
“Listing Rules”</td><td>the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited (as amended
from time to time)</td></tr><tr><td>“Hong Kong Offer Shares”</td><td> the 440,000,000 H Shares initially offered by our
Company for subscription at the Offer Price pursuant to
the Hong Kong Public Offering (subject to reallocation as
described in “Structure of the Global Offering”)</td></tr><tr><td>“Hong Kong Public Offering”</td><td> the offer of the Hong Kong Offer Shares for subscription
by the public in Hong Kong (subject to adjustment as
described in “Structure of the Global Offering”) at the
Offer Price lus brokperage, SFC transaction levy and
Hong Kong Stock Exchange trading fee, on and subject to
the terms and conditions described in this prospectus and
on the Alipcation Forms as fpurther described in
“Structure of the Global Offering – Hong Kong Public
Offering”</td></tr><tr><td>“Hong Kong Stock Exchange” or
“Stock Exchange”</td><td>The Stock Exchange of Hong Kong Limited, a wholly
owned subsidiary of Hong Kong Exchanges and Clearing
Limited</td></tr></table> |
9268274_75.pdf | en | Share
# Rishi Sunak
That is an excellent point. My right hon. Friend the Secretary of State for Environment, Food and Rural Affairs is engaged in urgent talks with supermarkets to ensure the security of our food supply and to improve accessibility, particularly for those who may now be at home.
Share
# Jess Phillips (Birmingham, Yardley) (Lab)
I simply want to ask the Chancellor whether he could live on £94.25 per week. It is a simple question: has he ever lived on that, and could he live on that, because that is what most of my constituents are currently having to live on?
Share
# Rishi Sunak
We believe in a strong safety net during a short period so that people can get through this, which is why we have strengthened that safety net with £1 billion of extra investment to increase generosity and accessibility.
# Share
# Sir Iain Duncan Smith (Chingford and Woodford Green) (Con)
I commend my right hon. Friend the Chancellor for his bold measures today, which will encourage many small businesses to believe that the Government are on their side. There is more to do, I know. Can I also encourage him, though, in his statement to come, on further employment measures to bear it in mind that the most important thing we can do is to do everything we can to keep people in employment? That will help to deliver growth.
One area I want to raise with my right hon. Friend, which has not really been touched on, although I think the shadow Chancellor raised it, is the voluntary sector. The Centre for Social Justice has done some quick work on this and come to the conclusion that the |
9268274_76.pdf | en | smallest elements of the voluntary sector, which have no reserves, are going to lose about£400 million during this next few months, and they are going to be the ones that are called upon most for support in the community for those who suffer. Can I please ask him to look at this very carefully and see what we can do to give them that cash aid?
Share
# Rishi Sunak
My right hon. Friend knows better than most the value of making sure that people have the security of a good job, and I commend him for all his work in that regard. I agree with him wholeheartedly. My right hon. Friend the Communities Secretary is talking already to the voluntary sector and we stand ready to provide the support that may be required.
Share
# Edward Miliband (Doncaster North) (Lab)
I recognise, as I am sure the whole House does, the Chancellor’s wish to get any employment support scheme right, but he will recognise, as the shadow Chancellor said from the Front Bench, that people are facing redundancy right now. May I suggest two things that he can say tonight to help ward off those redundancies? The first is that he accepts the principle that Government should cover a substantial proportion of people’s wages, because it is in their interests and those of the economy and their businesses. The second is that he undertakes to come back not next week but by Friday of this week with a clear plan developed with unions and businesses.
Share
# Rishi Sunak
I say to the right hon. Gentleman that it is more important that we get this right than rush to things that will not work, but he can rest assured that we agree wholeheartedly with the ambitions of what he says, but delivering them and getting it right are vital and that is what we are working on doing. |
11763417_20.pdf | en | <table><tr><td>“close associate(s)”
「緊密聯繫人」</td><td>has the meaning ascribed to it under the GEM Listing Rules
具有GEM上市規則所賦予的涵義</td></tr><tr><td>“Companies Ordinance”
「公司條例」</td><td>the Companies Ordinance (Cap. 622 of the Laws of Hong Kong), as
amended, supplemented or modified from time to time
經不時修訂、補充或修改的香港法例第622章公司條例</td></tr><tr><td>“Company”, “our Company”, “we” or “us”
「本公司」或「我們」</td><td>Sunlight (1977) Holdings Limited (日光 (1977) 控股有限公司), an exempted
company incorporated in the Cayman Islands on 21.9.2017 with limited
liability
日光(1977)控股有限公司，於2017年9月21日在開曼群島註冊成立的獲豁免有
限公司</td></tr><tr><td>“Controlling Shareholder(s)”
「控股股東」</td><td>has the meaning ascribed to it under the GEM Listing Rules and unless the
context requires otherwise, refers to Mr. LS Chua, Ms. Chua, Mr. LC Chua
and YJH Group. Mr. LS Chua, Ms. Chua, Mr. LC Chua and YJH Group are a
group of controlling shareholders
具有GEM上市規則所賦予的涵義，除非文義另有所指，指蔡良聲先生、蔡女
士、蔡良书先生及YJH集团。蔡良声先生、蔡女士、蔡良书先生及YJH集团为
一組控股股東</td></tr><tr><td>“core connected person(s)”
「核心關連人士」</td><td>has the meaning ascribed to it under the GEM Listing Rules
具有GEM上市規則所賦予的涵義</td></tr><tr><td>“COVID-19”
「COVID-19」</td><td>the Coronavirus Disease 2019 (COVID-19), a respiratory illness caused by a
novel coronavirus that was first identified during an outbreak in Wuhan, Hubei
Province, the PRC
2019冠狀病毒病(COVID-19)，一種由新型冠狀病毒引起的呼吸系統疾病，於中
國湖北省武漢市疫情中首度被發現</td></tr><tr><td>“Deed of Non-competition”
「不競爭契據」</td><td>the deed of non-competition dated 21.3.2018 and executed by our
Controlling Shareholders in favour of our Company (for ourselves and as
trustee for our subsidiaries)
控股股東以本公司為受益人（為本公司及作為其附屬公司的受託人）所簽立日期
為2018年3月21日的不競爭契據</td></tr><tr><td>“Director(s)”
「董事」</td><td>the director(s) of our Company
本公司董事</td></tr><tr><td>“ERP”
「ERP」</td><td>enterprise resource planning
企業資源計劃</td></tr><tr><td>“FY2019”
「2019財政年度」</td><td>financial year ended 30.9.2019
截至2019年9月30日止財政年度</td></tr><tr><td>“FY2020”
「2020財政年度」</td><td>financial year ending 30.9.2020
截至2020年9月30日止財政年度</td></tr></table> |
11763417_21.pdf | en | <table><tr><td>“GDP”
「本地生產總值」</td><td>gross domestic product
本地生產總值</td></tr><tr><td>“GEM”
「GEM」</td><td>GEM operated by the Stock Exchange
由聯交所運作的GEM</td></tr><tr><td>“GEM Listing Rules”
「GEM上市規則」</td><td>the Rules Governing the Listing of Securities on GEM, as amended,
supplemented or modified from time to time
經不時修訂、補充或修改的GEM證券上市規則</td></tr><tr><td>“GFA”
「建築面積」</td><td>gross floor area
建築面積</td></tr><tr><td>“Group”, “our Group”, “we”, “our” or “us”
「本集團」或「我們」</td><td>our Company and our subsidiaries or, where the context so requires, with
respect to the period before which our Company became the holding
company of our current subsidiaries, our Compan’ys current subsidiaries or
the businesses operated by such subsidiaries or their predecessors (as the
case may be)
本公司及其附屬公司，或倘文義另有所指，就本公司成為其現有附屬公司的控
股公司之前期間，則指本公司現有附屬公司或該等附屬公司或其前身公司（視
情況而定）進行的業務</td></tr><tr><td>“HKD” or “HK$”
「港元」</td><td>Hong Kong dollars and cents, the lawful currency of Hong Kong
香港法定貨幣港元及港仙</td></tr><tr><td>“Hong Kong” or “HK”
「香港」</td><td>the Hong Kong Special Administrative Region of the PRC
中國香港特別行政區</td></tr><tr><td>“IFRSs”
「國際財務報告準則」</td><td>International Financial Reporting Standards issued by the International
Accounting Standards Board
國際會計準則委員會頒佈的國際財務報告準則</td></tr><tr><td>“independent third party(ies)”
「獨立第三方」</td><td>party(ies) which are not connected person(s) of our Company
並非本公司關連人士的人士</td></tr><tr><td>“JTC”
「JTC」</td><td>JTC Corporation (formerly known as Jurong Town Corporation), a statutory
board under the Ministry of Trade and Industry of Singapore
JTC Corporation（前稱Jurong Town Corporation），新加坡貿易工業部下屬法定
部門</td></tr><tr><td>“jumbo roll tissue” or “JRT”
「大卷裝衛生紙」</td><td>toilet tissue that is commonly used in public toilet cubicles of commercial
buildings
商業大廈公廁常用廁紙</td></tr><tr><td>“Listing”
「上市」</td><td>the listing of the Shares on GEM
股份於GEM上市</td></tr></table> |
9242015_594.pdf | en | (b) the Series C Preferred Share Purchase Agreement dated July 11, 2020 entered into among our Company, Antengene Corporation Co., Ltd. (德琪(浙江)醫藥科技有限公司), Antengene (BVI) Limited, Keith Valley Investment Limited, Antengene Corporation (Hong Kong) Limited (德琪控股有限公司), Antengene Therapeutics Limited, Shanghai Antengene Pharmaceutical Technology Co., Ltd. (上海德琪醫藥科技有限公司), Zhejiang Defu Biopharmaceutical Co., Ltd. (浙江德復生物醫藥科技有限公司), Antengene (AUS) PTY. LTD, Antengene Biotech LLC, Antengene Investment Limited, Zhejiang Antengene Pharmaceuticals Co., Ltd. (浙江德琪製藥有限公司), Antengene (Singapore) Pte. Ltd., Brighton Circle Limited, Sea Quest Limited, Antengene (Shanghai) Pharmaceutical Co., Ltd. (德琪醫藥(上海)有限公司), Dr. Mei, Meiland Pharma Tech Limited, Horsham Angel Investment Limited, Fidelity Investment Trust: Fidelity China Region Fund, Fidelity Investment Trust: Fidelity Emerging Asia Fund, Fidelity Advisor Series VIII: Fidelity Advisor Emerging Asia Fund, Fidelity Investment Trust: Fidelity Series Emerging Markets Opportunities Fund – Health Care Sub, Fidelity Investment Trust: Fidelity Total Emerging Markets Fund – Healthcare Subportfolio, Fidelity Central Investment Portfolios LLC: Fidelity Emerging Markets Equity Central Fund – Health Care Sub, Fidelity Emerging Markets Equity Multi-Asset Base Fund – Health Care, FIAM Emerging Markets Opportunities Commingled Pool – Health Care Sub, Fidelity Emerging Markets Opportunities Institutional Trust – Health Care, Fidelity Investment Trust: Fidelity International Discovery Fund, Fidelity Investment Trust: Fidelity Worldwide Fund – Non-US Equity Sub, Fidelity International Discovery Commingled Pool, Fidelity Investment Trust: Fidelity International Discovery K6 Fund, BlackRock Health Sciences Master Unit Trust, BlackRock Global Funds –World Healthscience Fund, BlackRock Health Sciences Trust II, High Cedar Direct Fund, L.P., City-Scape Pte. Ltd., SUM-II Holdings Limited, CRF Investment Holdings Company Limited, CDG Group Fund L.P., Supercluster Universe Limited, Qiming Venture Partners V, L.P., Qiming Managing Directors Fund V, L.P., Mr. John Francis Chin and Mr. Mark J. Alles in relation to the sale and purchase of Series C-1 Preferred Shares and Series C-2 Preferred Shares for an aggregate consideration of US\$97,382,896;
(c) the second amended and restated shareholders agreement dated July 17, 2020 entered into among our Company, Antengene Corporation Co., Ltd. (德琪(浙江)醫藥科技有限公司), Horsham Angel Investment Limited, Meiland Pharma Tech Limited, Dr. Mei, Horsham Incentive Enterprise Limited, Black Halo Investment Limited, Grand Path Holdings Limited, Celgene China Holdings LLC, Qiming Venture Partners V, L.P., Qiming Managing Directors Fund V, L.P., Golden Sense Ventures Limited, Hongkong Tigermed Co., Limited, Huagai Pharmaceutical Health Industry Venture Capital (Wenzhou) Partnership (Limited Partnership) (華蓋醫藥健康產業創業投資(溫州)合夥企業(有限合夥)), Active Ambience Limited, Begonia Investment Ltd., WuXi PharmaTech Healthcare Fund I L.P., Taikang Kaitai (Cayman) Special Opportunity I, Fidelity Investment Trust: Fidelity China Region Fund, Fidelity Investment Trust: Fidelity Emerging Asia Fund, Fidelity Advisor Series VIII: Fidelity Advisor Emerging Asia Fund, Fidelity Investment Trust: |
9242015_595.pdf | en | Fidelity Series Emerging Markets Opportunities Fund – Health Care Sub, Fidelity Investment Trust: Fidelity Total Emerging Markets Fund – Healthcare Subportfolio, Fidelity Central Investment Portfolios LLC: Fidelity Emerging Markets Equity Central Fund – Health Care Sub, Fidelity Emerging Markets Equity Multi-Asset Base Fund – Health Care, FIAM Emerging Markets Opportunities Commingled Pool– Health Care Sub, Fidelity Emerging Markets Opportunities Institutional Trust –Health Care, Fidelity Investment Trust: Fidelity International Discovery Fund, Fidelity Investment Trust: Fidelity Worldwide Fund – Non-US Equity Sub, Fidelity International Discovery Commingled Pool, Fidelity Investment Trust: Fidelity International Discovery K6 Fund, BlackRock Health Sciences Master Unit Trust, BlackRock Global Funds – World Healthscience Fund, BlackRock Health Sciences Trust II, High Cedar Direct Fund, L.P., City-Scape Pte. Ltd., SUM-II Holdings Limited, CRF Investment Holdings Company Limited, CDG Group Fund L.P., Supercluster Universe Limited, Mr. John Francis Chin and Mr. Mark J. Alles in relation to certain shareholder rights granted by our Company;
(d) the cornerstone investment agreement dated November 5, 2020 entered into between our Company, Fidelity Management & Research (Hong Kong) Limited, Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities (Far East) Limited, J.P. Morgan Securities (Asia Pacific) Limited and J.P. Morgan Securities plc, details of which are included in the section headed “Cornerstone Investors” in this prospectus;
(e) the cornerstone investment agreement dated November 5, 2020 entered into between our Company, GIC Private Limited, Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities (Far East) Limited, J.P. Morgan Securities (Asia Pacific) Limited and J.P. Morgan Securities plc, details of which are included in the section headed “Cornerstone Investors” in this prospectus;
(f) the cornerstone investment agreement dated November 5, 2020 entered into between our Company, BlackRock Global Funds – World Healthscience Fund, BlackRock Health Sciences Trust II, BlackRock Health Sciences Master Unit Trust, Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities (Far East) Limited, J.P. Morgan Securities (Asia Pacific) Limited and J.P. Morgan Securities plc, details of which are included in the section headed “Cornerstone Investors” in this prospectus;
(g) the cornerstone investment agreement dated November 5, 2020 entered into between our Company, Boyu Capital Opportunities Master Fund, Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities (Far East) Limited, J.P. Morgan Securities (Asia Pacific) Limited and J.P. Morgan Securities plc, details of which are included in the section headed “Cornerstone Investors” in this prospectus; |
20781659_124.pdf | en | # 1. CORPORATE AND GROUP INFORMATION
The Company was incorporated as an exempted company with limited liability in the Cayman Islands. The registered office of the Company is located at P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands. The Company is an investment holding company and its subsidiaries are engaged in the manufacture and distribution of dairy products mainly in the People’s Republic of China (the “PRC”).
# Information about subsidiaries
Particulars of the Company’s principal subsidiaries are as follows:
1. 公司及集團資料
本公司為在開曼群島註冊成立的獲豁免有限公司。本公司的註冊辦事處位於P.O.Box 309, Ugland House, Grand Cayman KY1-1104，Cayman Islands。本公司為一間投資控股公司，而其子公司主要於中華人民共和國（「中國」）從事乳製品生產及經銷業務。
有關子公司的資料
本公司主要子公司詳情如下：
<table><tr><td>Name
名稱</td><td>Place of
incorporation/
registration and
business
註冊成立╱
註冊及業務地點</td><td>Issued/registered
share capital
已發行╱
註冊股本</td><td colspan="2">Percentage of
equity interest attributable
to the Company
本公司應佔
股權百分比</td><td> Principal activities
主要業務</td></tr><tr><td></td><td></td><td></td><td>Direct
直接</td><td> Indirect
間接</td><td></td></tr><tr><td>China Dairy Holdings (i)</td><td> Cayman Islands
開曼群島</td><td>US$214
214美元</td><td>100%</td><td> –</td><td> Investment holding
投資控股</td></tr><tr><td>China Dairy (Mauritius) Limited (i)</td><td> Mauritius
毛裡裘斯</td><td>US$100
100美元</td><td>–</td><td>100%</td><td> Investment holding
投資控股</td></tr><tr><td>Start Great Holdings Limited (i)</td><td> British Virgin Islands
英屬處女群島</td><td>US$16,066,969
16,066,969美元</td><td>100%</td><td> –</td><td> Investment holding
投資控股</td></tr><tr><td>Colour Vantage Limited (i)</td><td> British Virgin Islands
英屬處女群島</td><td>US$1
1美元</td><td>100%</td><td> –</td><td> Investment holding
投資控股</td></tr><tr><td>Golden Stage Holdings Limited
(“Golden Stage”) (i)</td><td>British Virgin Islands
英屬處女群島</td><td>US$1
1美元</td><td>100%</td><td> –</td><td> Investment holding
投資控股</td></tr><tr><td>China Mengniu International Co., Ltd. (i)
（中國蒙牛國際有限公司）(i)</td><td>British Virgin Islands
英屬處女群島</td><td>HK$8,448,802,973
8,448,802,973港元</td><td>99.95%</td><td> –</td><td> Investment holding
投資控股</td></tr><tr><td>Plant Base Limited (i)
（植朴磨坊有限公司）(i)</td><td>Hong Kong
香港</td><td>HK$1
1港元</td><td>–</td><td>100%</td><td> Investment holding
投資控股</td></tr><tr><td>Easy Reach Investment Co., Ltd. (i)
（盈達實業投資有限公司）(i)</td><td>Hong Kong
香港</td><td>HK$1,000,000
1,000,000港元</td><td>100%</td><td> –</td><td> Investment holding
投資控股</td></tr><tr><td>Tianjin New Value Supply Chain Co., Ltd. (i)(iv)
（天津通瑞供應鏈有限公司）(i)(iv)</td><td>PRC
中國</td><td>RMB20,000,000
人民幣20,000,000元</td><td>–</td><td>100%</td><td> Sale of dairy products
出售乳製品</td></tr></table> |
20781659_125.pdf | en | # 1. CORPORATE AND GROUP INFORMATION (continued)
# Information about subsidiaries (continued)
1. 公司及集團資料（續）
有關子公司的資料（續）
<table><tr><td>Name
名稱</td><td>Place of
incorporation/
registration and
business
註冊成立╱
註冊及業務地點</td><td>Issued/registered
share capital
已發行╱
註冊股本</td><td colspan="2">Percentage of
equity interest attributable
to the Company
本公司應佔
股權百分比</td><td> Principal activities
主要業務</td></tr><tr><td></td><td></td><td></td><td>Direct
直接</td><td> Indirect
間接</td><td></td></tr><tr><td>Mengniu Hi-tech Dairy Product (Ma’anshan)
Co., Ltd. (i)(iii)
（蒙牛高科乳製品（馬鞍山）有限公司）(i)(iii)</td><td>PRC
中國</td><td>RMB100,000,000
人民幣100,000,000元</td><td>–</td><td>80%</td><td> Manufacture and sale of
dairy products
生產及出售乳製品</td></tr><tr><td>Inner Mongolia Mengniu Danone Dairy
Co., Ltd. (i)(iii)
（內蒙古蒙牛達能乳製品有限公司）(i)(iii)</td><td>PRC
中國</td><td>RMB250,000,000
人民幣250,000,000元</td><td>–</td><td>80%</td><td> Manufacture and sale of
dairy products
生產及出售乳製品</td></tr><tr><td>Mengniu Hi-tech Dairy Product (Beijing)
Co.,Ltd. (i)(iii)
（蒙牛高科乳製品（北京）有限責任公司）(i)(iii)</td><td>PRC
中國</td><td>RMB87,500,000
人民幣87,500,000元</td><td>21.36%</td><td>58.64%</td><td> Manufacture and sale of
dairy products
生產及出售乳製品</td></tr><tr><td>Inner Mongolia Mengniu Dairy (Group) Company
Limited (“Inner Mongolia Mengniu”) (iii)
（內蒙古蒙牛乳業（集團）股份有限公司）(iii)</td><td>PRC
中國</td><td>RMB1,504,290,870
人民幣1,504,290,870元</td><td>8.99%</td><td>91.01%</td><td> Manufacture and sale of
dairy products
生產及出售乳製品</td></tr><tr><td>Inner Mongolia Mengniu Dairy Baotou
Co., Ltd. (i)(iii)
（內蒙古蒙牛乳業包頭有限責任公司）(i)(iii)</td><td>PRC
中國</td><td>RMB30,000,000
人民幣30,000,000元</td><td>26.40%</td><td>73.60%</td><td> Manufacture and sale of
dairy products
生產及出售乳製品</td></tr><tr><td>Mengniu Dairy (Luannan) Co., Ltd. (i)(iii)
（蒙牛乳業（灤南）有限責任公司）(i)(iii)</td><td>PRC
中國</td><td>RMB56,000,000
人民幣56,000,000元</td><td>26.06%</td><td>73.94%</td><td> Manufacture and sale of
dairy products
生產及出售乳製品</td></tr><tr><td>Mengniu Dairy (Tangshan) Co., Ltd. (i)(iii)
（蒙牛乳業（唐山）有限責任公司）(i)(iii)</td><td>PRC
中國</td><td>RMB70,000,000
人民幣70,000,000元</td><td>26.05%</td><td>73.95%</td><td> Manufacture and sale of
dairy products
生產及出售乳製品</td></tr><tr><td>Mengniu Dairy Tai’an Co., Ltd. (i)(iii)
（蒙牛乳業泰安有限責任公司）(i)(iii)</td><td>PRC
中國</td><td>RMB60,000,000
人民幣60,000,000元</td><td>26.03%</td><td>73.97%</td><td> Manufacture and sale of
dairy products
生產及出售乳製品</td></tr><tr><td>Mengniu Dairy Jiaozuo Co., Ltd. (i)(ii)
（蒙牛乳業焦作有限責任公司）(i)(ii)</td><td>PRC
中國</td><td>RMB250,000,000
人民幣250,000,000元</td><td>–</td><td>100%</td><td> Manufacture and sale of
dairy products
生產及出售乳製品</td></tr></table> |
11706413_48.pdf | en | # We may be adversely affected if our competitors consolidate or enter into strategic alliances.
Our industry is capital intensive and requires substantial investments in manufacturing, machinery, research and development, product design, engineering, technology and marketing in order to meet both consumer demands and regulatory requirements. Large companies are able to benefit from economies of scale by leveraging their investments and activities on a global basis across brands. If our competitors consolidate or enter into strategic alliances, they may be able to benefit more from larger economies of scale. In addition, our competitors could use consolidation or alliances as a means of enhancing their competitiveness or liquidity position. Any such consolidation or strategic alliance by our competitors could materially and adversely affect our business and prospects.
# Any negative impact on the transportation of our products and raw materials could adversely affect our business and operational condition.
We depend on a combination of sea and land transportation to obtain our raw materials and deliver products to our customers. If we cannot secure sea and land transportation necessary for the delivery of raw materials to us and our products to our customers, or if we are unable to secure economically-feasible alternative methods to transport our products and raw materials during disruptions of transportation systems which are beyond our control, our results of operations may be adversely affected. Any disruption of raw material supply may interrupt our production and could have a negative effect on the competitiveness of our products and our financial condition.
# Our labor costs may increase for reasons such as the implementation of more stringent requirements regarding fixed-term employment, the minimum wage and paid annual leave.
In 2011, 2012, 2013 and the six months ended June 30, 2014, our labor costs in cost of sales were RMB68.2 million, RMB153.2 million, RMB520.4 million and RMB706.0 million, respectively, accounting for 3.6%, 4.2%, 4.2% and 3.3% of our cost of sales for the same periods.
There have been instances of shortages in the labor supply in industries, including manufacturing, in the PRC. In the event of future labor shortages, we may have difficulties recruiting or retaining labor for our production facilities or may face increasing labor costs. In such event, our business and results of operations may be adversely affected. If there is a shortage of labor, or for any reason labor costs in the PRC rise significantly, our expenses are likely to increase, which could materially and adversely affect our business, financial condition and results of operations.
In addition, labor costs in the PRC are generally expected to increase. As a result of the PRC Labor Contract Law ( ) which became effective on January 1, 2008, the requirements on employers in relation to entry into fixed and non-fixed term employment contracts, and dismissal of employees and the minimum wage requirement became more stringent. In addition, the National Leisure and Tourism Outline 2013-2020 ( ) (the “Tourism Outline”) which became effective on February 2, 2013 sets a more detailed timetable regarding the mandatory annual leave requirement introduced by the Regulations on Paid Annual Leave for Employees ( ), which became effective on January 1, 2008, and according to the Tourism Outline, all workers in the PRC must be provided with paid annual leave by 2020.
# Our manufacturing and other operational activities may be adversely affected if there are failures in, or inefficient management of, our information technology system.
Our information technology system forms a key part of our production, sales and marketing process and any disruptions to it will likely have a negative impact on our operations. We cannot |
11706413_49.pdf | en | assure you that we will not incur any damage or interruption caused by power outages, computer viruses, hardware and software failures, telecommunications failures, fires and other similar events to the information technology system in the future. If serious damage or significant interruption occurs, our operations may be disrupted and our financial condition and results of operations may be adversely affected. Furthermore, if our operations are disrupted by the introduction of a new information technology system, including migration from an existing system, our financial condition and results of operations may be similarly adversely affected.
# If we fail to attract and retain senior management and key technical experts, our production and other operational activities may be adversely affected.
We rely on experienced and talented senior managers and highly skilled technical personnel to operate our businesses and to develop our new passenger vehicles. We expect increased competition for senior managers and skilled technical personnel from other automobile companies in the future, driven partly by strong growth in the PRC automobile industry. We cannot assure you that we or our joint venture companies will be able to recruit suitable candidates or retain existing senior managers and technical personnel. High turnover of senior management could adversely affect our existing customer relationships, our operations and our development as well as hinder our future recruiting efforts. In addition, we must successfully integrate any new management personnel in order to achieve our operating objectives. Changes in key management positions may temporarily affect our operations as new management will need time and further effort to become familiar with our business and our operations. We expect to increase our effort to recruit more industry and technical experts to fulfill our future business plans. If we or ourj oint venture companies are unable to recruit and retain experienced senior management and key technical experts in the future, our business operations will be adversely affected.
# Non-compliance with environmental regulations in China may result in significant monetary damages, fines and other liabilities as well as negative publicity and damage to our brand name and reputation.
Our manufacturing processes generate noise, waste water, and gaseous and other industrial wastes and we are subject to national and local environmental regulations applicable to us in China. In addition, we are required to comply with the relevant emission standards applicable to our passenger vehicles. In the event of our non-compliance with present or future environmental regulations, we may be subject to governmental inspections or penalties, civil liabilities or business interruptions, and our management might be subject to relevant liabilities as well. We may also be subject to adverse publicity and damage to our brand name and reputation. In addition, if more stringent regulations are adopted in the future, the costs of compliance with these new regulations could be substantial.
# We may be subject to fines, penalties or other actions resulting from future examination by PRC regulatory authorities.
We are subject to a wide range of inspections by PRC regulatory authorities from time to time. Accordingly, we may incur fines, penalties or other actions as a result of examination by PRC regulatory authorities that could adversely affect our reputation, business, financial condition and results of operations. During the Track Record Period, we did not incur any fines or penalties as a result of examination by PRC regulatory authorities which had a material adverse effect on our results of operations and financial condition. However, we cannot assure you that we will not incur any material fines or penalty or be subject to other disciplinary or similar actions in the future. |
2588544_50.pdf | en | <table><tr><td>入资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．股份支付计入所有者权
益的金额</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（三）利润分配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>1,143,858.23</td><td></td><td>-5,143,858.23</td><td>-4,000,000.00</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>1,143,858.23</td><td></td><td>-1,143,858.23</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></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>-4,000,000.00</td><td>-4,000,000.00</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></tr><tr><td>（四）所有者权益内部结
转</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1.资本公积转增资本（或
股本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2.盈余公积转增资本（或
股本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3.盈余公积弥补亏损</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4.设定受益计划变动额结
转留存收益</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>5.其他综合收益结转留存
收益</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>6.其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（五）专项储备</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1．本期提取</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．本期使用</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table> |
2588544_51.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></tr><tr><td>四、本年期末余额</td><td>10,000,000.00</td><td></td><td></td><td></td><td>64,087,250.68</td><td></td><td></td><td></td><td>6,813,837.73</td><td></td><td>21,408,058.00</td><td>102,309,146.41</td></tr></table>
<table><tr><td rowspan="3">项目</td><td colspan="12">上期</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">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>10,000,000.00</td><td></td><td></td><td></td><td>64,087,250.68</td><td></td><td></td><td></td><td>3,672,364.17</td><td></td><td>9,606,374.53</td><td>87,365,989.38</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>10,000,000.00</td><td></td><td></td><td></td><td>64,087,250.68</td><td></td><td></td><td></td><td>3,672,364.17</td><td></td><td>9,606,374.53</td><td>87,365,989.38</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>1,997,615.33</td><td></td><td>9,319,820.20</td><td>11,317,435.53</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>13,317,435.53</td><td>13,317,435.53</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．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></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> |
11704959_11.pdf | en | # III. SIGNIFICANT EVENTS
# 3.1 Material changes in items of major accounting statements and financial indicators of the Company and the reason thereof
# \( \surd \) Applicable □ Non-applicable
# Unit: Yuan Currency: RMB
<table><tr><td>Balance sheet items</td><td>Amount for
the current year</td><td>Amount at
the end of
the previous year</td><td> Reasons for the change</td></tr><tr><td>Held-for-trading financial
assets</td><td>1,271,008,894.32</td><td>3,056,619,022.64</td><td> Mainly due to the transfer of investments
previously accounted for as held-for-
trading financial assets to long-term
equity investments by subsidiaries in
accordance with the progress of equity
acquisitions</td></tr><tr><td>Derivative financial assets</td><td>6,166,892.00</td><td>1,594,110.00</td><td> Mainly due to the option value changes
in the individual stock of consolidated
funds of subsidiaries</td></tr><tr><td>Accounts receivable</td><td>347,328,510.47</td><td>169,904,246.64</td><td> Mainly due to the increase in unrecovered
balance of the proceeds receivable from
gold sales at the end of the period</td></tr><tr><td>Receivables financing</td><td>20,572,919.40</td><td>10,499,067.23</td><td> Mainly due to the increase in notes
receivable that subsidiaries do not intend
to hold to maturity as compared with the
beinning of the periodg</td></tr><tr><td>Prepayments</td><td>366,995,206.53</td><td>1,961,598,559.94</td><td> Mainly due to the transfer from prepaid
investments to long-term equity
investments by subsidiaries</td></tr><tr><td>Other current assets</td><td>725,928,517.11</td><td>502,442,954.10</td><td> Mainly due to the reclassification of other
non – current financial assets due within
one year of subsidiaries</td></tr><tr><td>Long-term deferred
expenditures</td><td>42,020,593.55</td><td>32,394,820.83</td><td> Mainly due the additional amounts of
reportable items of newly acquired
subsidiaries during the period</td></tr><tr><td>Derivative financial
liabilities</td><td>3,124,465.00</td><td>834,790.00</td><td> Mainly due to the option value changes
in the individual stock of consolidated
funds</td></tr><tr><td>Contract liabilities</td><td>160,633,206.94</td><td>120,907,338.60</td><td> Mainly due to the increase in guarantee
deposits paid by customers of
subsidiaries for purchasing gold</td></tr><tr><td>Emlpoyee benefits
palyabe</td><td>587,904,541.17</td><td>381,926,876.63</td><td> Mainly due to the outstanding payment of
wages provided for as lanned fpor the
period by some enterprises as they were
affected by the shutdown of production</td></tr><tr><td>Taxes payable</td><td>273,712,890.27</td><td>478,474,837.39</td><td> Mainly due to decrease in all types of
taxes for some enterprises as they were
affected by the shutdown of production</td></tr></table> |
11704959_12.pdf | en | <table><tr><td>Balance sheet items</td><td>Amount for
the current year</td><td>Amount at
the end of
the previous year</td><td> Reasons for the change</td></tr><tr><td>Other payables</td><td>4,071,046,017.58</td><td>2,936,497,865.16</td><td> Mainly due to increases in operating gold
leases and guarantee deposits paid by
customers of subsidiaries</td></tr><tr><td>Cailpta reserve</td><td>8,329,288,424.21</td><td>6,311,132,478.03</td><td> Mainly due to the additional issuance
of shares by the Company to acquire
subsidiaries</td></tr><tr><td>Special reserve</td><td>8,295,892.65</td><td>1,688,890.92</td><td> Mainly due to the additional amounts
of reportable items of newly acquired
subsidiaries during the period</td></tr></table>
<table><tr><td>Income statement items</td><td>Amount for
the current year</td><td>Amount for the
corresponding
period of the
previous year</td><td> Reasons for the change</td></tr><tr><td>Operating income</td><td>7,297,137,748.10</td><td>13,965,732,251.26</td><td> Mainly due to the decrease in sales volume
of gold products of some enterprises as
they were affected by the shutdown of
production</td></tr><tr><td>Operating costs</td><td>6,644,708,527.81</td><td>12,220,910,198.87</td><td> Mainly due to the decrease in operating
costs for gold products of some
enterprises as they were affected by the
shutdown of production</td></tr><tr><td>Taxes and surcharges</td><td>101,351,350.74</td><td>154,674,910.50</td><td> Mainly due to the decreases in sales
volume of and all types of taxes
provided for during the period for some
enterprises as they were affected by the
shutdown of production</td></tr><tr><td>General and administrative
expenses</td><td>835,277,730.11</td><td>516,112,080.26</td><td> Mainly due to the including of expenses
oriinally igncluded in production costs
in general and administrative expenses
of some enterprises during the shutdown
of production</td></tr><tr><td>Other gains</td><td>1,238,040.03</td><td>5,288,129.15</td><td> Mainly due to the decrease in government
grants of subsidiaries included in profit
or loss during the period</td></tr><tr><td>Investment gains (loss is
represented by “-”)</td><td>102,434,803.07</td><td>-8,349,819.51</td><td> Mainly due to the increase in investment
gains from gold trading such as futures
and gold leasing of subsidiaries as
compared with the same period of
last year due to fluctuations in market
conditions</td></tr><tr><td>Credit impairment loss (loss
is represented by “-”)</td><td>2,229,327.55</td><td>-540,007.90</td><td> Mainly due to the recovery of entrusted
loans for which credit impairment
provisions were made in the previous
period during the period</td></tr></table> |
3417781_197.pdf | en | # VII. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
# 17. Fixed assets
# (1) Fixed assets
# All amounts in RMB’000
<table><tr><td>Items</td><td>Buildings and
structures</td><td>Machinery and
equipment</td><td>Transportation
vehicles</td><td>Office equipment
and others</td><td>Total</td></tr><tr><td>I. Total historical cost:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1. Opening balance</td><td>20,353,413</td><td>22,369,033</td><td>2,342,080</td><td>2,995,528</td><td>48,060,054</td></tr><tr><td>2. Increase</td><td>1,155,439</td><td>1,757,559</td><td>140,615</td><td>528,006</td><td>3,581,619</td></tr><tr><td>(1) Purchase</td><td>197,015</td><td>403,505</td><td>115,728</td><td>120,769</td><td>837,017</td></tr><tr><td>(2) Transferred from
investment properties</td><td>25,236</td><td>–</td><td>–</td><td>–</td><td>25,236</td></tr><tr><td>(3) Transferred from
construction in progress</td><td>618,112</td><td>1,024,910</td><td>363</td><td>58,378</td><td>1,701,763</td></tr><tr><td>(4) Others</td><td>315,076</td><td>329,144</td><td>24,524</td><td>348,859</td><td>1,017,603</td></tr><tr><td>3. Decrease</td><td>261,046</td><td>909,007</td><td>221,522</td><td>112,906</td><td>1,504,481</td></tr><tr><td>(1) Disposal or written-off</td><td>73,090</td><td>497,750</td><td>189,309</td><td>43,968</td><td>804,117</td></tr><tr><td>(2) Transferred to investment
properties</td><td>50,225</td><td>–</td><td>–</td><td>–</td><td>50,225</td></tr><tr><td>(3) Transferred to construction
in progress</td><td>40,390</td><td>2,408</td><td>–</td><td>–</td><td>42,798</td></tr><tr><td>(4) Others</td><td>97,341</td><td>408,849</td><td>32,213</td><td>68,938</td><td>607,341</td></tr><tr><td>4. Closing balance</td><td>21,247,806</td><td>23,217,585</td><td>2,261,173</td><td>3,410,628</td><td>50,137,192</td></tr><tr><td>II. Total accumulated depreciation</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1. Opening balance</td><td>4,708,911</td><td>9,236,814</td><td>1,441,327</td><td>1,087,327</td><td>16,474,379</td></tr><tr><td>2. Increase</td><td>808,757</td><td>1,776,643</td><td>198,158</td><td>270,735</td><td>3,054,293</td></tr><tr><td>(1) Depreciation</td><td>759,209</td><td>1,613,712</td><td>188,790</td><td>164,898</td><td>2,726,609</td></tr><tr><td>(2) Transferred from
investment properties</td><td>2,973</td><td>–</td><td>–</td><td>–</td><td>2,973</td></tr><tr><td>(3) Others</td><td>46,575</td><td>162,931</td><td>9,368</td><td>105,837</td><td>324,711</td></tr><tr><td>3. Decrease</td><td>159,204</td><td>472,163</td><td>189,862</td><td>92,142</td><td>913,371</td></tr><tr><td>(1) Disposal or written-off</td><td>42,588</td><td>426,832</td><td>158,859</td><td>38,390</td><td>666,669</td></tr><tr><td>(2) Transferred to investment
properties</td><td>15,896</td><td>–</td><td>–</td><td>–</td><td>15,896</td></tr><tr><td>(3) Transferred to construction
in progress</td><td>8,666</td><td>1,275</td><td>–</td><td>–</td><td>9,941</td></tr><tr><td>(4) Others</td><td>92,054</td><td>44,056</td><td>31,003</td><td>53,752</td><td>220,865</td></tr><tr><td>4. Closing balance</td><td>5,358,464</td><td>10,541,294</td><td>1,449,623</td><td>1,265,920</td><td>18,615,301</td></tr></table> |
3417781_198.pdf | en | # VII. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
# 17. Fixed assets (Continued)
# (1) Fixed assets (Continued)
<table><tr><td>Items</td><td>Buildings and
structures</td><td>Machinery and
equipment</td><td>Transportation
vehicles</td><td>Office equipment
and others</td><td>Total</td></tr><tr><td>III. Total impairment provision</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1. Opening balance</td><td>374,380</td><td>919,969</td><td>26,625</td><td>110,483</td><td>1,431,457</td></tr><tr><td>2. Increase</td><td>15,506</td><td>64,085</td><td>904</td><td>7,269</td><td>87,764</td></tr><tr><td>(1) Provision</td><td>–</td><td>34,888</td><td>–</td><td>–</td><td>34,888</td></tr><tr><td>(2) Others</td><td>15,506</td><td>29,197</td><td>904</td><td>7,269</td><td>52,876</td></tr><tr><td>3. Decrease</td><td>14,590</td><td>16,664</td><td>2,797</td><td>1,035</td><td>35,086</td></tr><tr><td>(1) Disposal or written-off</td><td>903</td><td>14,790</td><td>340</td><td>66</td><td>16,099</td></tr><tr><td>(2) Others</td><td>13,687</td><td>1,874</td><td>2,457</td><td>969</td><td>18,987</td></tr><tr><td>4. Closing balance</td><td>375,296</td><td>967,390</td><td>24,732</td><td>116,717</td><td>1,484,135</td></tr><tr><td>IV. Total carrying amount of fixed
assets</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1. Closing balance</td><td>15,514,046</td><td>11,708,901</td><td>786,818</td><td>2,027,991</td><td>30,037,756</td></tr><tr><td>2. Opening balance</td><td>15,270,122</td><td>12,212,250</td><td>874,128</td><td>1,797,718</td><td>30,154,218</td></tr></table>
# (2) Temporary idle fixed assets
All amounts in RMB’000
<table><tr><td>Items</td><td>Historical
cost</td><td>Accumulated
depreciation</td><td>Provision for
impairment</td><td>Carrying
amount</td><td>Notes</td></tr><tr><td>Buildings and structures</td><td>20,915</td><td>18,895</td><td>–</td><td>2,020</td><td>Seasonal suspension or idle</td></tr><tr><td>Machinery and equipment</td><td>82,666</td><td>28,105</td><td>46,408</td><td>8,153</td><td>Seasonal suspension or idle</td></tr><tr><td>Other equipment</td><td>1,634</td><td>1,013</td><td>551</td><td>70</td><td>Seasonal suspension or idle</td></tr></table>
# (3) Fixed assets under finance leases
All amounts in RMB’000
<table><tr><td>Items</td><td>Historical cost</td><td>Accumulated
depreciation</td><td>Provision for
impairment</td><td>Carriyng amount</td></tr><tr><td>Machinery and equipment</td><td>665,867</td><td>185,493</td><td>–</td><td>480,374</td></tr></table> |
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20787073_176.pdf | en | # (b) Consolidated net assets
<table><tr><td rowspan="3"></td><td colspan="5">As at 31 December</td></tr><tr><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td></tr><tr><td>HK$’000</td><td> HK$’000</td><td> HK$’000</td><td> HK$’000</td><td>HK$’000</td></tr><tr><td>Non-current assets</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Investment properties</td><td>70,402</td><td>70,576</td><td>66,641</td><td>106,083</td><td>132,586</td></tr><tr><td>Property, lipant and equpment</td><td>64,796</td><td>48,813</td><td>38,744</td><td>34,924</td><td>40,935</td></tr><tr><td>Intaniblge assets</td><td>494</td><td>387</td><td>—</td><td>5,419</td><td>6,232</td></tr><tr><td>Prepaid lease payments for land</td><td>4,545</td><td>3,866</td><td>3,206</td><td>1,965</td><td>1,458</td></tr><tr><td>Interest in an associate</td><td>173</td><td>330</td><td>191</td><td>352</td><td>552</td></tr><tr><td>Available-for-sale financial assets</td><td>1,268</td><td>1,199</td><td>1,120</td><td>—</td><td>—</td></tr><tr><td>Amount due from a related company</td><td>—</td><td>—</td><td>—</td><td>90,393</td><td>85,842</td></tr><tr><td>Deferred tax assets</td><td>9,660</td><td>13,295</td><td>23,144</td><td>29,510</td><td>26,427</td></tr><tr><td></td><td>151,338</td><td>138,466</td><td>133,046</td><td>268,646</td><td>294,032</td></tr><tr><td>Current assets</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Inventories</td><td>18,766</td><td>11,514</td><td>9,899</td><td>9,664</td><td>37,142</td></tr><tr><td>Financial assets at fair value throuhg
profit or loss</td><td>5,196</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Trade and other receivables</td><td>281,222</td><td>323,361</td><td>371,307</td><td>467,253</td><td>585,937</td></tr><tr><td>Deposits and prepayments</td><td>15,608</td><td>23,624</td><td>29,599</td><td>40,486</td><td>61,476</td></tr><tr><td>Prepaid lease payment for land</td><td>458</td><td>433</td><td>404</td><td>301</td><td>226</td></tr><tr><td>Amount due from immediate holding
company</td><td>—</td><td> —</td><td>57</td><td>96</td><td>384</td></tr><tr><td>Amounts due from fellow subsidiaries</td><td>640,059</td><td>175,079</td><td>117,285</td><td>49,486</td><td>146,665</td></tr><tr><td>Amounts due from related companies</td><td>2,617</td><td>3,907</td><td>107,887</td><td>11,056</td><td>32,806</td></tr><tr><td>Tax prepaid</td><td>747</td><td>—</td><td>871</td><td>39</td><td>—</td></tr><tr><td>Bank balances and cash</td><td>1,315,320</td><td>2,059,382</td><td>2,417,288</td><td>2,711,015</td><td>2,398,334</td></tr><tr><td></td><td>2,279,993</td><td>2,597,300</td><td>3,054,597</td><td>3,289,396</td><td>3,262,970</td></tr><tr><td>Current liabilities</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Trade and other payables</td><td>948,646</td><td>1,153,785</td><td>1,355,079</td><td>1,592,755</td><td>1,604,413</td></tr><tr><td>Receipts in advance and other deposits</td><td>474,725</td><td>491,087</td><td>505,696</td><td>651,660</td><td>670,591</td></tr><tr><td>Amount due to immediate holding
company</td><td>—</td><td> —</td><td>651</td><td>1,417</td><td>1,547</td></tr><tr><td>Amounts due to fellow subsidiaries</td><td>263,227</td><td>35,307</td><td>47,102</td><td>57,488</td><td>8,822</td></tr><tr><td>Amounts due to related companies</td><td>—</td><td>8,393</td><td>26,238</td><td>3,794</td><td>2,496</td></tr><tr><td>Tax liabilities</td><td>93,827</td><td>112,213</td><td>111,365</td><td>108,346</td><td>117,924</td></tr><tr><td>Bank borrowing</td><td>—</td><td>184,000</td><td>—</td><td> —</td><td>—</td></tr><tr><td></td><td>1,780,425</td><td>1,984,785</td><td>2,046,131</td><td>2,415,460</td><td>2,405,793</td></tr><tr><td>Net current assets</td><td>499,568</td><td>612,515</td><td>1,008,466</td><td>873,936</td><td>857,177</td></tr><tr><td>Total assets less current liabilities</td><td>650,906</td><td>750,981</td><td>1,141,512</td><td>1,142,582</td><td>1,151,209</td></tr></table> |
20787073_177.pdf | en | # (b) Consolidated net assets (Continued)
<table><tr><td rowspan="3"></td><td colspan="5">As at 31 December</td></tr><tr><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td></tr><tr><td>HK$’000</td><td> HK$’000</td><td> HK$’000</td><td> HK$’000</td><td>HK$’000</td></tr><tr><td>Non-current liabilities</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Deferred tax liabilities</td><td>6,556</td><td>7,085</td><td>10,283</td><td>16,029</td><td>22,249</td></tr><tr><td>Bank borrowings</td><td>—</td><td> —</td><td>310,000</td><td>265,000</td><td>—</td></tr><tr><td></td><td>6,556</td><td>7,085</td><td>320,283</td><td>281,029</td><td>22,249</td></tr><tr><td>Net assets</td><td>644,350</td><td>743,896</td><td>821,229</td><td>861,553</td><td>1,128,960</td></tr><tr><td>Cailpta and reserves</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Share cailpta</td><td>—</td><td>3,287</td><td>3,287</td><td>3,287</td><td>3,287</td></tr><tr><td>Reserves</td><td>626,921</td><td>731,464</td><td>813,356</td><td>852,888</td><td>1,116,466</td></tr><tr><td>Equity attributable to owners
of the Company</td><td>626,921</td><td>734,751</td><td>816,643</td><td>856,175</td><td>1,119,753</td></tr><tr><td>Non-controlling interests</td><td>17,429</td><td>9,145</td><td>4,586</td><td>5,378</td><td>9,207</td></tr><tr><td>Total equity</td><td>644,350</td><td>743,896</td><td>821,229</td><td>861,553</td><td>1,128,960</td></tr></table>
Note: The consolidated net assets as at 31 December 2014, 2015, 2016 and 2017 were restated by including the financial information of the CITIC Acquired Property Management Group as if the current group structure had been in existence throughout the periods presented. |
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