內頁設計3

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Contents Page Corporate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

Management Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

Disclosure of Interests. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17

Supplementary Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19

Independent Review Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22

Condensed Consolidated Statement of Financial Position . . . . . . . . . . . . . . . . .

24

Condensed Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . .

25

Condensed Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . .

26

Notes to the Interim Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27

INTERIM REPORT 2020

1


Corporate Information BOARD OF DIRECTORS Executive Directors

SHARE REGISTRAR

Ng Siu Fai, Chairman Ng Kam Wah Thomas, Managing Director Ng Ki Hung Frankie Ho Suk Lin

Tricor Standard Limited Level 22 Hopewell Centre 183 Queen’s Road East Hong Kong

Independent Non-executive Directors

REGISTERED OFFICE

Cui Jianhua Tsui Che Yin Frank William Yau

26th Floor Yardley Commercial Building 1-6 Connaught Road West Hong Kong

AUDIT COMMITTEE Tsui Che Yin Frank, Chairman Cui Jianhua William Yau

AUDITOR

REMUNERATION COMMITTEE

CONTACTS

Cui Jianhua, Chairman Tsui Che Yin Frank William Yau

Tel: (852) 2545 0951 Fax: (852) 2541 9794 E-mail: info@jinhuiship.com

NOMINATION COMMITTEE

WEBSITE

Cui Jianhua, Chairman Tsui Che Yin Frank William Yau

www.jinhuiship.com

COMPANY SECRETARY Ho Suk Lin

2

Financial Highlights

JINHUI HOLDINGS COMPANY LIMITED

Grant Thornton Hong Kong Limited Certified Public Accountants

HIGHLIGHTS FOR THE FIRST HALF OF 2020 •

Revenue for the period: HK$313 million

Net profit attributable to shareholders for the period: HK$19 million

Operating profit for the period: HK$50 million

Basic earnings per share: HK$0.036

Gearing ratio as at 30 June 2020: 16%

SHARE LISTING The Company’s shares are listed on the Hong Kong Stock Exchange (stock code: 137)

INTERIM REPORT 2020

3


Management Discussion and Analysis

Management Discussion and Analysis

The Board is pleased to present the interim report of Jinhui Holdings Company Limited (the “Company”) and its subsidiaries (the “Group”) for the six months ended 30 June 2018.

2020 1st half HK$’000

2019 1st half HK$’000

2019 HK$’000

Average daily TCE

77

55

63

The Group’s revenue for the first half of 2018 was HK$312,736,000 whereas HK$267,513,000 was reported in the same period of 2017. The net profit attributable to shareholders of the Company for the first half of 2018 was HK$18,907,000 while a net loss of HK$35,983,000 was reported in the first half of 2017 due to the recognition of impairment loss on assets held for sale (disposed vessels) of HK$49,149,000 in the first half of 2017. Basic earnings per share was HK$0.036 for the six months ended 30 June 2018 as compared to basic loss per share of HK$0.068 for the corresponding period in 2017.

Daily vessel running cost Daily vessel depreciation Daily vessel finance cost

30 16 3

28 16 5

30 16 4

49

49

50

99%

99%

99%

INTERIM DIVIDEND

As at 30 June 2018, the Group had twenty three owned vessels. The average daily TCE earned by the Group’s owned vessels increased 40% to US$9,892 (approximately HK$77,000) for the first half of 2018 as compared to US$7,044 (approximately HK$55,000) for the first half of 2017. Daily vessel running cost increased 10% from US$3,535 (approximately HK$28,000) for the first half of 2017 to US$3,872 (approximately HK$30,000) for the first half of 2018 due to mild inflation in crew wages, and repair and maintenance expenses being booked during this time of the fiscal year. Subsequent to the reporting date, the Group had disposed of three vessels aged above 15 years. We will continue with our cost reduction effort, striving to maintain a highly competitive cost structure when stacked against other market participants. Daily vessel finance cost decreased 42% from US$620 (approximately HK$5,000) for the first half of 2017 to US$362 (approximately HK$3,000) for the first half of 2018. The decrease was mainly attributable to the reduction in outstanding loan principal upon repayment of all deferred installments on 10 January 2018 for those loans restructured during the forbearance period under the intercreditor deed (the “ICD”) forming between the Group and major lenders, and the full repayment of two vessels’ mortgage loans with relatively higher interest margin amounting to HK$148,980,000 in March 2018. Fleet utilization rate is 99% for the first half of 2018 which is same as the first half of 2017. We will intimately monitor cargo flows in order to deploy our vessels efficiently to optimize revenue and fleet utilization rate and we will keep costs in check to enhance our margins.

INTERIM RESULTS

The Board has resolved not to recommend the payment of any interim dividend for the six months ended 30 June 2018 (30/6/2017: nil).

BUSINESS REVIEW Chartering freight and hire. The Group operates its worldwide shipping activities through Jinhui Shipping and Transportation Limited (“Jinhui Shipping”), an approximately 55.69% owned subsidiary of the Company, whose shares are listed on the Oslo Stock Exchange, Norway. Dry bulk shipping market improved remarkably in the first half of 2018, driven mainly by strong Chinese dry bulk imports and limited tonnage growth and high level of demolitions activities. Both Baltic Dry Index (“BDI”) and charter rates across all vessel classes had been showing encouraging improvements when comparing the first half of 2017. The average of BDI for the first half of 2018 was 1,217 points, which compares to 975 points in the same period in 2017. Average daily time charter equivalent rates (“TCE”)

2020 1st half US$

2019 1st half US$

2019 US$

Post-Panamax fleet Supramax / Handysize fleet

11,722 9,725

7,399 7,015

8,645 8,063

9,892

7,044

8,111

In average

4

JINHUI HOLDINGS COMPANY LIMITED

Key Performance Indicators for Shipping Business

Average utilization rate

INTERIM REPORT 2020

5


Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the six months ended 30 June 2020

For the six months ended 30 June 2020

Note Revenue Other operating income Interest income Shipping related expenses Staff costs Impairment loss on assets held for sale Other operating expenses Operating profit before depreciation and amortization Depreciation and amortization

3 4

5

Operating profit (loss) Finance costs Profit (Loss) before taxation Taxation Net profit (loss) for the period Other comprehensive income Items that may be reclassified subsequently to profit or loss: Change in fair value of financial assets at fair value through OCI Change in fair value of available-for-sale financial assets Total comprehensive income (loss) for the period

22

JINHUI HOLDINGS COMPANY LIMITED

6

Six months ended 30 June 2020 (Unaudited) HK$’000

Six months ended 30 June 2019 (Unaudited) HK$’000

312,736 24,223 6,076 (149,846) (41,268) – (28,554)

267,513 41,943 7,257 (165,376) (29,947) (49,149) (32,164)

123,367 (73,455)

40,077 (83,313)

49,912 (12,645)

(43,236) (23,634)

37,267 –

(66,870) –

37,267

(66,870)

346

50

37,613

(66,820)

Note Net profit (loss) for the period attributable to: Shareholders of the Company Non-controlling interests

Total comprehensive income (loss) for the period attributable to: Shareholders of the Company Non-controlling interests

Earnings (Loss) per share Basic and diluted

7

Six months ended 30 June 2020 (Unaudited) HK$’000

Six months ended 30 June 2019 (Unaudited) HK$’000

18,907 18,360

(35,983) (30,887)

37,267

(66,870)

19,321 18,292

(35,933) (30,887)

37,613

(66,820)

HK$0.036

HK$(0.068)

INTERIM REPORT 2020

23


Notes to the Interim Financial Statements 1.

Basis of preparation and accounting policies (Continued) 1.

Notes to the Interim Financial Statements 3.

HKFRS 9 Financial Instruments (Continued) 1.

HKFRS 9 Financial Instruments (Continued) 1.

Revenue Revenue represents chartering freight and hire income arising from the Group’s owned vessels. Revenue recognized during the period is as follows:

HKFRS 9 Financial Instruments (Continued) HKFRS 9 replaces HKAS 39 “Financial Instruments: Recognition and Measurement”. It introduces new requirements for the classification and measurement of financial assets, financial liabilities, new general hedge accounting requirements and impairment requirements for financial assets. Chartering freight and hire income: Hire income under time charters Freight income under voyage charters

The directors have identified the following areas that are most impacted by the application of HKFRS 9: Classification and measurement of financial assets at amortized cost

Six months ended 30 June 2020 (Unaudited) HK$’000

Six months ended 30 June 2019 (Unaudited) HK$’000

312,736 –

254,818 12,695

312,736

267,513

The Group classified its financial assets as at amortized cost if the following criteria are met: (a)

The asset is held within a business model with the objective of collecting the contractual cash flows; and

(b)

The contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Classification and measurement of financial assets at fair value through other comprehensive income (“OCI”) (Continued) Upon the adoption of HKFRS 9: Financial Instruments, the Group’s investments in unlisted club debentures and unlisted club membership classified as available-for-sale financial assets as at 31 December 2017 are reclassified to financial assets at fair value through other comprehensive income (“OCI”) with effect from 1 January 2018. Cumulative fair value changes in the reserve for available-for-sale financial assets are transferred to reserve for financial assets at fair value through OCI with effect from 1 January 2018.

8

JINHUI HOLDINGS COMPANY LIMITED

5.

Operating profit before depreciation and amortization This is stated after charging / (crediting): Six months ended 30 June 2019 (Unaudited) HK$’000

Six months ended 30 June 2020 (Unaudited) HK$’000 Realized gain on financial assets at fair value through profit or loss Unrealized loss (gain) on financial assets at fair value through profit or loss Net gain on financial assets at fair value through profit or loss Reversal of impairment loss on trade and other receivables Loss on write-off of property, plant and equipment Gain on disposal of investment properties Dividend income

(11,423)

(6,260)

11,360

(9,436)

(63)

(15,696)

(40)

(26)

– – (2,159)

72 (27) (1,137)

INTERIM REPORT 2020

9


CORPORATE INFORMATION EXECUTIVE DIRECTORS Mr. Mr. Mr. Mr. Mr.

Cheng Li-Yu (Chairman) Chiu Hui-Chin (Chief Executive Officer) Huang Kuo-Kuang Lin Feng-Chieh Tsui Yung Kwok

CORPORATE GOVERNANCE COMMITTEE Mr. Mr. Mr. Mr. Mr.

LEGAL ADVISERS AS TO HONG KONG LAWS

Mr. Cherng Chia-Jiun Mr. Tsai Wen-Yu Mr. Yip Wai Ming

Chiu & Partners

Mr. Cheng Li-Yu Mr. Tsui Yung Kwok COMPANY SECRETARY Mr. Leung Ka Shing (Resigned on 31 January 2019) Ms. Cheung Lai Yin (Appointed on 31 January 2019) AUDIT COMMITTEE Mr. Cherng Chia-Jiun (Chairman) Mr. Tsai Wen-Yu Mr. Yip Wai Ming REMUNERATION COMMITTEE Mr. Mr. Mr. Mr. Mr.

Cherng Chia-Jiun (Chairman) Cheng Li-Yu Huang Kuo-Kuang Tsai Wen-Yu Yip Wai Ming

NOMINATION COMMITTEE Mr. Mr. Mr. Mr. Mr.

Cheng Li-Yu (Chairman) Huang Kuo-Kuang Cherng Chia-Jiun Tsai Wen-Yu Yip Wai Ming

JU TENG INTERNATIONAL HOLDINGS LIMITED

For the six months ended 30 June

Yip Wai Ming (Chairman) Cheng Li-Yu Huang Kuo-Kuang Cherng Chia-Jiun Tsai Wen-Yu

INDEPENDENT NON-EXECUTIVE DIRECTORS

AUTHORISED REPRESENTATIVES

2

FINANCIAL HIGHLIGHTS

AUDITORS Ernst & Young PRINCIPAL BANKERS Bank of China Bank SinoPac CTBC Bank DBS Bank Fubon Bank KGI Bank OCBC Wing Hang Bank Standard Chartered Bank Sumitomo Mitsui Banking Corporation Taishin International Bank REGISTERED OFFICE

2020 (Unaudited)

2019 (Unaudited)

Changes

4,341

3,946

+10.0%

(47)

(154)

-69.3%

(5.1) (5.1)

(15.5) (15.5)

-67.1% -67.1%

3

10.2% 0.7% -1.1% 596 -1.6%

6.6% -3.6% -3.9% 534 -4.7%

+3.6% +4.3% +2.8% +11.6% +3.1%

4 5 6 7 8

70 112 43 79.8% 36.0%

69 125 41 -78.1% 40.0%

+1.4% -10.4% +4.9% +157.9% -4.0%

691

172

+300.4%

Notes

Operating Results: Revenue (HK$ million) Loss attributable to equity holders of the Company (HK$ million) Loss per share Basic (HK cents) Diluted (HK cents) Profitability Ratio: Gross profit margin Operating profit/(loss) margin Net loss margin EBITDA (HK$ million) Return on equity Liquidity and Capital Ratio: Inventory turnover days Trade receivables turnover days Trade and bills payables turnover days Interest coverage Net debt to equity Cash flows from operating activities (HK$ million)

1 2

Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Notes: (1)

Operating profit/(loss) margin equals operating profit/(loss) divided by revenue. Operating profit/ (loss) includes gross profit, net of selling and distribution expenses and administrative expenses.

HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG

(2)

Net loss margin equals loss attributable to equity holders of the Company divided by revenue.

(3)

Return on equity equals loss attributable to equity holders of the Company divided by the average of the beginning and closing balance of equity attributable to equity holders of the Company, and is calculated on an annualized basis.

(4)

Inventory turnover days is equal to the closing balance of inventories divided by cost of sales and multiplied by the number of days in the period.

(5)

Trade receivables turnover days is equal to the closing balance of trade receivables divided by revenue and multiplied by the number of days in the period.

(6)

Trade and bills payables turnover days is equal to the closing balance of trade and bills payables divided by cost of sales and multiplied by the number of days in the period.

(7)

Interest coverage ratio equals profit/(loss) before tax and finance costs divided by finance costs.

(8)

Net debt to equity equals net debt divided by net assets. Net debt includes all interest-bearing bank borrowings, net of cash and cash equivalents.

Suites 3311-3312, Jardine House 1 Connaught Place, Central Hong Kong

Interim Report 2020

3


The board (the “Board”) of directors (the “Directors”) of Ju Teng International Holdings Limited (the “Company” or “Ju Teng”) is pleased to present the unaudited consolidated results of the Company and its subsidiaries (collectively, the “Group”) for the six months ended 30 June 2019 (the “Period”) as follows:

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the six months ended 30 June 2020

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the six months ended 30 June

For the six months ended 30 June 2020

2020 (Unaudited) HK$’000

For the six months ended 30 June Notes

REVENUE Cost of sales

3

Gross profit

4,341,454 (3,899,449)

2019 (Unaudited) HK$’000 3,945,778 (3,685,467)

442,005

260,311 102,007 (58,894) (344,153) (14,023) (70,115)

Other income and gains Selling and distribution expenses Administrative expenses Other expenses Finance costs

3

4

38,568 (66,685) (346,246) (8,801) (73,753)

LOSS BEFORE TAX

5

(14,912)

(124,867)

Income tax expense

6

(16,298)

(20,968)

(31,210)

(145,835)

LOSS FOR THE PERIOD Attributable to: Equity holders of the Company Non-controlling interests

LOSS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY – Basic (HK cents) – Diluted (HK cents)

4

2020 (Unaudited) HK$’000

JU TENG INTERNATIONAL HOLDINGS LIMITED

(47,355) 16,145

(154,478) 8,643

(31,210)

(145,835)

8 (5.1)

(15.5)

(5.1)

(15.5)

LOSS FOR THE PERIOD

2019 (Unaudited) HK$’000

(31,210)

(145,835)

(22,437)

(161,010)

(962)

(23,399)

(161,010)

OTHER COMPREHENSIVE INCOME/(EXPENSES) Other comprehensive expenses that may be reclassified to profit or loss in subsequent periods: Exchange differences on translation of foreign operations Release of exchange fluctuation reserve upon disposal of a subsidiary Net other comprehensive expenses that may be reclassified to profit or loss in subsequent periods Other comprehensive income/(expenses) that will not be reclassified to profit or loss in subsequent periods: Equity investment designated at fair value through other comprehensive income: Change in fair value Income tax effect

4,233 –

(9,130) 1,162

4,233

(7,968)

OTHER COMPREHENSIVE EXPENSES FOR THE PERIOD, NET OF TAX

(19,166)

(168,978)

TOTAL COMPREHENSIVE EXPENSES FOR THE PERIOD

(50,376)

(314,813)

Attributable to: Equity holders of the Company Non-controlling interests

(59,693) 9,317

(297,385) (17,428)

(50,376)

(314,813)

Interim Report 2020

5


NOTES TO INTERIM FINANCIAL INFORMATION

NOTES TO INTERIM FINANCIAL INFORMATION

30 June 2020

30 June 2020

1.

3.

BASIS OF PREPARATION AND CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (continued) 1.

REVENUE, OTHER INCOME AND GAINS An analysis of revenue is as follows:

AS A LESSEE – LEASES PREVIOUSLY CLASSIFIED AS OPERATING LEASES (continued) 1.

For the six months ended 30 June

IMPACTS ON TRANSITION (continued) The condensed consolidated interim financial information has been prepared in accordance with Hong Kong Accounting Standard (“HKAS”) 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”). The condensed consolidated interim financial information does not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s annual financial statements as at 31 December 2018. The accounting policies and basis of preparation adopted in the preparation of the interim financial information are the same as those used in the annual financial statements for the year ended 31 December 2018, except in relation to the following new and revised Hong Kong Financial Reporting Standards (“HKFRSs”, which also include HKASs and Interpretations) that affect the Group and has adopted for the first time for the current period’s financial information:

Revenue from contracts with customers Sale of goods (i)

HKFRS 16 Amendments to HKAS 19 Amendments to HKAS 28 HK(IFRIC)-Int 23 Annual Improvements 2015-2017 Cycle

Prepayment Features with Negative Compensation Leases Plan Amendment, Curtailment or Settlement Long-term Interests in Associates and Joint Ventures Uncertainty over Income Tax Treatments Amendments to the following standards: – HKFRS 3 Business Combinations – HKFRS 11 Joint Arrangements – HKAS 12 Income Taxes – HKAS 23 Borrowing Costs

2019 (Unaudited) HK$’000

4,341,454

3,945,778

DISAGGREGATED REVENUE INFORMATION For the six months ended 30 June

Geographical markets The PRC, excluding Hong Kong The ROC Others

NEW AND REVISED HKFRSs Amendments to HKFRS 9

2020 (Unaudited) HK$’000

(ii)

2020 (Unaudited) HK$’000

2019 (Unaudited) HK$’000

4,261,934 54,024 25,496

3,873,419 60,715 11,644

4,341,454

3,945,778

PERFORMANCE OBLIGATION Sale of goods The performance obligation is satisfied upon delivery of the goods and payment is generally due within 60 to 120 days from delivery.

Other than as explained below regarding the impact of HKFRS 16 Leases, the above new and revised HKFRSs have no significant financial effect on the Group’s condensed consolidated interim financial information.

6

JU TENG INTERNATIONAL HOLDINGS LIMITED

Interim Report 2020

7


MANAGEMENT DISCUSSION AND ANALYSIS

MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS REVIEW & PROSPECTS

FINANCIAL REVIEW

The unresolved U.S.-China trade tensions, together with Brexit, have led to business confidence continue to dwindle. The momentum of global economic activity remained soft in the first half of 2019. According to the “World Economic Outlook” released by the International Monetary Fund, global economic growth is forecasted at 3.2% in 2019. An international research and advisory company, Gartner, indicated that the worldwide PC (including desktop, notebook and ultra-mobile computer) shipments fell by 4.6% year-on-year in the first quarter of 2019, but grew by 1.5% to 63 million units in the second quarter of 2019, following two quarters of decline. As one of the world’s leading manufacturers of notebook computer casings, Ju Teng is striving to seize every opportunity in the PC market. During the Period, Ju Teng recorded an increase in revenue and the Group’s gross profit margin benefited from the weakened Renminbi (“RMB”) since the second quarter of 2019.

During the Period, due to the sales growth of metal casings which have higher unit selling price, the Group’s revenue increased by approximately 10.0% to approximately HK$4,341 million (2018: approximately HK$3,946 million). The Group’s gross profit margin during the Period also increased substantially to approximately 10.2% (2018: approximately 6.6%), which was mainly attributable to the depreciation of RMB against HKD during the Period by approximately 6.3% as compared to that of 2018. Depreciation of RMB against HKD during the Period caused a decrease in the Group’s production costs as most of the Group’s production costs are denominated in RMB while most of the Group’s revenue is denominated in United States dollar (“USD”).

During the Period, the Group’s total revenue increased by approximately 10.0% to approximately HK$4,341 million. Gartner suggested that the growth in PC sales is driven by the demand for Windows 10, while the CPU shortage problem that had affected the market for the past 18 months shows signs of easing. The growth in PC market, which is mainly dominated by the thin and light ultra-mobile computer, in turn encourages the growth of metal casing which has higher gross profit margin. Coupled with the Group’s technological and market share advantages, and given that the Group’s production plants are based in Mainland China, the depreciation of RMB against Hong Kong dollar (“HKD”) in the second quarter of 2019 indirectly led to a decrease in production costs. Thus, the Group’s gross profit for the Period increased by approximately 69.8% year-on-year to approximately HK$442 million and the gross profit margin increased by approximately 3.6% to approximately 10.2%. Looking ahead to the second half of the year, the Group will continue its focus on the production of notebook and 2-in-1 PC casing. Following the application of Intel’s Project Athena on the new model of notebook PC to be released in fall of 2019, it is expected to bring a new wave of demand for mobile PC, as Project Athena is bringing technological breakthrough in terms of battery life, performance, responsiveness, connectivity as well as the form factor. Furthermore, the rising PC price caused by some electronic components shortage last year have also been eased with the increase in the supply of those electronic components. It is expected that factors such as individual market developments, downward trend of RMB, and the current U.S.-China trade dispute will continue to affect the PC market. Gartner suggested that the U.S.-China trade dispute may impact the PC market in the second half of 2019, as most of notebook and tablets PC are still manufactured in Mainland China and sales of these devices to the U.S. could face punitive tariffs if the manufacturers do not take quick action to respond, which will then bring some uncertainty to the PC market. As one of the world’s leading manufacturers of notebook computer casings, the Group, with years of experience in the PC casing market, will continue to closely monitor the development of 5G technology. Once 5G technology is mature in the PC industry, the Group will grasp the market opportunities and strive for the greatest benefit of Ju Teng’s shareholders. We believe with its unlimited potential and flexible market strategy, the Group is able to develop steadily in a challenging environment.

8

JU TENG INTERNATIONAL HOLDINGS LIMITED

During the Period, other income and gains of the Group mainly consisted of subsidy income of approximately HK$8 million (2018: approximately HK$29 million), interest income of approximately HK$7 million (2018: approximately HK$15 million), gross rental income of approximately HK$13 million (2018: approximately HK$12 million) and foreign exchange gains, net of approximately HK$2 million (2018: approximately HK$28 million) which was mainly resulting from the translation of trade receivables denominated in USD. Due to a decrease in subsidy income and foreign exchange gains, net, the Group recorded a substantial decrease of approximately 62.2% in other income and gains to approximately HK$39 million (2018: approximately HK$102 million) during the Period, accounting for approximately 0.9% (2018: approximately 2.6%) of the Group’s revenue. As a result of the increase in transportation expenses and environmental protection expenditures during the Period, the Group recorded an increase of approximately 2.5% in operating costs, including administrative expenses, and selling and distribution expenses, to approximately HK$413 million (2018: approximately HK$403 million). The percentage of operating costs of the Group decreased to approximately 9.5% (2018: approximately 10.2%) of the Group’s revenue. During the Period, other expenses of the Group mainly consisted of impairment of trade receivables of approximately HK$2 million (2018: approximately HK$10 million), loss on disposal of items of property, plant and equipment, net of approximately HK$5 million (2018: Nil) and loss on disposal of a subsidiary which was engaged in mould production of approximately HK$2 million (2018: Nil). Due to a decrease in impairment of trade receivables, the Group recorded a decrease of approximately 37.2% in other expenses to approximately HK$9 million (2018: approximately HK$14 million), accounting for approximately 0.2% (2018: approximately 0.4%) of the Group’s revenue. Finance costs of the Group increased by approximately 5.2% to approximately HK$74 million (2018: approximately HK$70 million) for the Period as compared to that of 2018, which was mainly attributable to the increase in loan interest rate. Interest capitalised during the Period was approximately HK$4 million (2018: approximately HK$5 million). Income tax expense of the Group decreased by approximately 22.3% to approximately HK$16 million (2018: approximately HK$21 million) for the Period as compared to that of 2018. During the Period, despite the fact that the Group incurred loss before tax on consolidated basis, income tax expenses have been provided for in respect of the assessable profits generated by certain subsidiaries during the Period and the deferred tax assets have not been recognized for certain tax losses incurred by certain subsidiaries.

Interim Report 2020

9


CEO SPEECH

CORPORATE PROFILE Genertec Universal Medical Group Company Limited (通 用 環 球 醫 療 集 團 有 限 公 司), along with its subsidiaries, is a diversified medical and health enterprise focusing on fast growing segment of healthrelated industry in China. Leveraging on modern management concepts, a team of professionals, quality medical resources, strong financial capacity and enterprise culture of generosity and industriousness, we

Contents

strive to build a leading medical and health conglomerate, so as to gradually establish a health-related industry ecosphere covering patients’ lifetime. The largest shareholder of the Company is China General Technology (Group) Holding Company Limited (中國通用技術(集團)控股有限責任公司), which is one of the key state-owned enterprises under direct

2

Corporate Information

3

Definition

6

Corporate Profile

administration of the PRC central government with medical services and healthcare as its main business, and a Fortune 500 enterprise. The Company has been deeply routed in medical and health sector for a long time, accumulated extensive quality medical resources around the world, established good cooperation with hundreds of well-known medical experts, and formed strategic partnerships with famous medical institutions in China,

7

Performance Overview

9

Management Discussion and Analysis

the United States, the United Kingdom, Germany, etc. By continuously expanding medical resources, we have established a unique and innovative development model and an integration development strategy for medical and health industry, focusing on medical services and, surrounding it, developing our medical finance, medical technology services, medical digitalization business, medical and elderly care services and

49

Disclosure of Interests

medical health insurance in a synchronized manner.

51

Corporate Governance

Headquartered in Hong Kong, the Company has set up an operation center in Beijing, established

53

Other Information

relevant subsidiaries in places where major medical institutions are located and opened offices in central

55

Independent Review Report

Heilongjiang, forming a business operating network centered on certain regions and radiating nationwide.

57

Interim Condensed Consolidated Statement of Profit or Loss

We will strive to firmly seize good opportunities from the medical and health industry in China. Making

58

Interim Condensed Consolidated Statement of Comprehensive Income

59

Interim Condensed Consolidated Statement of Financial Position

61

Interim Condensed Consolidated Statement of Changes in Equity

63

Interim Condensed Consolidated Statement of Cash Flows

66

Notes to Interim Condensed Consolidated Financial Information

cities of various provinces in China such as Guangdong, Hunan, Sichuan, Henan, Shaanxi, Shandong and

it our mission to promote “Healthy China” plan, we are committed to upgrading China’s medical technology and management level of medical institutions to world standards by providing leading-edge technologies, advanced operation methods, scarce expert resources and insights of industry development, so as to benefit our patients with the highest quality in healthcare service and give back to society.

2020 Interim Report

1


MANAGEMENT DISCUSSION AND ANALYSIS 1. BUSINESS REVIEW AND PROSPECTS

MANAGEMENT DISCUSSION AND ANALYSIS

1.1.1 Establishment of a nationwide medical services network Since the joint issue of the Guidance on Deepening the Reform of Educational and

In the first half of 2019, the Group made remarkable progress in terms of depth and breadth in

Medical Institutions of State-owned Enterprises (Guo Zi Fa Gai Ge [2017] No.134)

healthcare industry, steadily implemented its development strategy and further strengthened its

by six ministries and commissions including the State-owned Assets Supervision and

business foundation. Focusing on its strategic development objective of building a leading medical and health conglomerate in China, we comprehensively expanded our footprint for hospital group and stably developed our medical finance business, along with further developing medical technology services and medical digitalization business. As a result, the Group’s comprehensive strength continued to be reinforced and its operating results kept growing steadily. For the reporting period, the Group recorded revenue of RMB3,195.4 million, representing an increase of 52.5% as compared to the corresponding period of the previous year; recorded profit for the period of RMB872.5 million, representing an increase of 19.0% as compared to the corresponding period of the previous year; recorded profit for the period attributable to the ordinary shareholders of the parent of RMB812.0 million, representing an increase of 10.4% as compared to the corresponding period of the previous year; and it recorded total assets of RMB57,577.8 million on 30 June 2019, representing an increase of 21.8% as compared to the end of 2018. Our assets recorded a sound growth, with leading asset quality in the industry.

1.1 Hospital Group Business

Group has actively approached several state-owned groups and their quality hospitals to participate in the integration and takeover of their medical institutions through formation of joint ventures and open market bidding, and has made great progress. We have been building up a tightly-knit medical network surrounding key regions and cities across the country, and gradually establishing a number of regional medical centers in the country, laying a solid foundation for building a nationwide medical and health conglomerate with synergic advantages. As of 30 June 2019, the Group had successively entered into project cooperation agreements with Yantai Port Group, XD Group, CNSG Group, Xi’an Aero-Engine Group, Ansteel Group, Pangang Group, CEC Caihong and CR State Asset, to take over their 20 medical institutions. Meanwhile, the Group entered into cooperation agreements with China Minmetals and CR State Asset, respectively, and will include the designated medical institutions into the cooperation scope in phases. In addition, the Group also reached cooperation understanding with many other state-owned groups, and will continue to

The scale of China’s medical market has grown rapidly since the new medical reform, and

push for materialization of more projects relating to medical institutions of SOEs in the

the proportion of total health expenditure to the gross domestic product has been rising for

future.

eight consecutive years, accounting for 6.44% in 2018. Reforms of medical care, medical insurance and pharmaceutical industry kept moving forward. Government policies have been encouraging non-governmental investment in medical industry to facilitate the formation of a diverse medical investment landscape, regulating medicine circulation, improving pricing system of drug supplies and encouraging development of “Internet + Medical care”. Meanwhile, the reform of medical institutions of SOEs by way of spin-off was further carried out and SOEs primarily engaging in healthcare business are encouraged by policies to integrate resources of other SOEs’ medical institutions to achieve centralized management and professional operation. In the first half of 2019, fully leveraging its strengths in resources and proactively making the most of opportunities from the market and policies, the Group carried out its business layout for hospital group on all fronts. Firstly, the Group continuously pushed forward integration and takeover of medical institutions of SOEs, and has made great progress. Secondly, the Group steadily integrated the management of cooperating medical institutions to establish a conglomerate management system. Thirdly, the Group continued its hospital investment and construction and solid implementation of its operating projects. To date, the Group’s nationwide medical services network has been gradually established, and an advanced modern hospital group has begun to take shape in China.

2

Administration Commission of the State Council, seizing the policy opportunity, the

Genertec Universal Medical Group Company Limited

As of 30 June 2019, the Group had acquired 16 medical institutions, of which, two are Grade III Class A hospitals and nine are Grade II hospitals, with operating capacity of 4,193 beds in total. The number of outpatient visits and inpatient visits amounted to 1.231 million and 67,000, respectively, and the hospital operation recorded revenue of RMB962.8 million in the first half of 2019. In the future, based on local epidemiology survey, the actual situation of each medical institution, and prediction of medical development trends, the Group will enhance the comprehensive strengths and brand awareness of these hospitals by mapping out discipline development, introducing quality medical resources and optimizing operation and management system.

1.1.2 Building up an advanced modern hospital group Hospitals are the core resources to support development of medical and health industry. For medical institutions managed by the Group, the Group will comprehensively improve their medical technology, management efficiency and service capabilities by establishing a tightly-knit healthcare network, introducing modern hospital management mode, connecting with top medical resources at home and abroad and promoting development of related disciplines as a whole. We will focus on four core strategies of “differential positioning, regional focus, conglomerate management and scale-up development” to establish a medical service network with nationwide coverage and regional integration, and build up a modern hospital group with outstanding technology and efficient management. 2020 Interim Report

3


INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 30 June 2020

30 June 2020

Notes

NON-CURRENT ASSETS Property, plant and equipment Investment in an associate Right-of-use assets Prepaid land lease payments Goodwill Loans and accounts receivable Restricted deposits Prepayments, deposits and other receivables Derivative financial instruments Deferred tax assets Other assets

271,026 – – 132,134 9,211 31,844,301 – – 81,250 248,471 9,953

Total non-current assets

36,645,541

32,596,346

CURRENT ASSETS Inventories Loans and accounts receivable Prepayments, deposits and other receivables Derivative financial instruments Restricted deposits Cash and cash equivalents

93,722 16,120,838 160,109 3,340 2,920,376 1,633,874

40,537 11,826,005 71,414 – 549,152 2,173,473

20,932,259

14,660,581

662,974 1,247,804 16,270,599 5,794 130,439

482,381 925,718 12,346,798 1,282 70,143

Total current liabilities

18,317,610

13,826,322

NET CURRENT ASSETS

2,614,649

834,259

39,260,190

33,430,605

12 13

12

13 13

CURRENT LIABILITIES Trade payables Other payables and accruals Interest-bearing bank and other borrowings Derivative financial instruments Tax payable

TOTAL ASSETS LESS CURRENT LIABILITIES

Genertec Universal Medical Group Company Limited

14 15

30 June 2020 (Unaudited) RMB’000

31 December 2019 (Audited) RMB’000

24,625,256 2,642,160 54,076

20,635,191 2,497,091 41,515

Total non-current liabilities

27,321,492

23,173,797

Net assets

11,938,698

10,256,808

4,327,842 4,473,793

4,327,842 4,067,769

8,801,635

8,395,611

1,702,187 1,434,876

1,652,481 208,716

11,938,698

10,256,808

31 December 2019 (Audited) RMB’000

1,147,331 3,579 576,970 – 69,772 34,053,570 247,500 126,745 116,480 274,457 29,137

10

Total current assets

4

30 June 2020 (Unaudited) RMB’000

Notes

NON-CURRENT LIABILITIES Interest-bearing bank and other borrowings Other payables and accruals Derivative financial instruments

EQUITY Equity attributable to ordinary shareholders of the parent Share capital Reserves

Other equity instrument Non-controlling interests Total equity

15

16 17

Peng Jiahong

Yu Gang

Director

Director

2020 Interim Report

5


NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION 1. BASIS OF PREPARATION The interim condensed consolidated financial information for the six months ended 30 June 2019 has been prepared in accordance with HKAS 34 Interim Financial Reporting . The interim condensed consolidated financial information does not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s annual consolidated financial statements for the year ended 31 December 2018.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION

2. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (CONTINUED) CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (Continued) CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (Continued) CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (Continued) CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (Continued)

The financial information relating to the year ended 31 December 2018 that is included in the

(a)

HKFRS 16 replaces HKAS 17 Leases , HK(IFRIC)-Int 4 Determining whether an Arrangement

interim condensed consolidated statement of financial position as comparative information does

contains a Lease , HK(SIC)-Int 15 Operating Leases – Incentives and HK(SIC)-Int 27 Evaluating

not constitute the Company’s statutory annual consolidated financial statements for that year but

the Substance of Transactions Involving the Legal Form of a Lease . The standard sets out the

is derived from those financial statements. Further information relating to those statutory financial

principles for the recognition, measurement, presentation and disclosure of leases and requires

statements required to be disclosed in accordance with section 436 of the Hong Kong Companies

lessees to account for all leases under a single on-balance sheet model. Lessor accounting

Ordinance is as follows:

under HKFRS 16 is substantially unchanged from HKAS 17. Lessors will continue to classify leases as either operating or finance leases using similar principles as in HKAS 17. Therefore,

The Company has delivered the financial statements for the year ended 31 December 2018 to the

HKFRS 16 did not have any financial impact on leases where the Group is the lessor.

Registrar of Companies as required by section 662(3) of, and Part 3 of Schedule 6 to, the Hong Kong Companies Ordinance. The Company’s auditors have reported on the financial statements for the year ended 31 December 2018. The auditor’s report was unqualified; and did not contain a statement under sections 406(2), 407(2) or 407(3) of the Hong Kong Companies Ordinance. This interim condensed consolidated financial information is presented in Renminbi (“RMB”) and all values are rounded to the nearest thousand (“RMB’000”) except when otherwise indicated.

2. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

The Group adopted HKFRS 16 using the modified retrospective method of adoption with the date of initial application of 1 January 2019. Under this method, the standard is applied retrospectively with the cumulative effect of initial adoption as an adjustment to the opening balance of retained earnings at 1 January 2019, and the comparative information for 2018 was not restated and continues to be reported under HKAS 17.

New definition of a lease Under HKFRS 16, a contract is, or contains a lease if the contract conveys a right to control

The accounting policies adopted in the preparation of the interim condensed consolidated financial

the use of an identified asset for a period of time in exchange for consideration. Control is

information are consistent with those applied in the preparation of the Group’s annual consolidated

conveyed where the customer has both the right to obtain substantially all of the economic

financial statements for the year ended 31 December 2018, except for the adoption of the new and

benefits from use of the identified asset and the right to direct the use of the identified asset.

revised Hong Kong Financial Reporting Standards (“HKFRSs”) effective as of 1 January 2019.

The Group elected to use the transition practical expedient allowing the standard to be applied only to contracts that were previously identified as leases applying HKAS 17 and HK(IFRIC)-Int

Amendments to HKFRS 9

Prepayment Features with Negative Compensation

4 at the date of initial application. Contracts that were not identified as leases under HKAS 17

HKFRS 16

Leases

and HK(IFRIC)-Int 4 were not reassessed. Therefore, the definition of a lease under HKFRS 16

Amendments to HKAS 19

Plan Amendment, Curtailment or Settlement

has been applied only to contracts entered into or changed on or after 1 January 2019.

Amendments to HKAS 28

Long-term Interests in Associates and Joint Ventures

HK(IFRIC)-Int 23

Uncertainty over Income Tax Treatments

At inception or on reassessment of a contract that contains a lease component, the Group

Annual Improvements

Amendments to HKFRS 3, HKFRS 11, HKAS 12 and HKAS 23

allocates the consideration in the contract to each lease and non-lease component on the basis

2015-2017 Cycle

of their standard-alone prices. A practical expedient is available to a lessee, which the Group has adopted, not to separate non-lease components and to account for the lease and the

Other than as explained below regarding the impact of HKFRS 16 Leases , HK(IFRIC)-Int 23

associated non-lease components (e.g., property management services for leases of properties)

Uncertainty over Income Tax Treatments , the new and revised standards are not relevant to the

as a single lease component.

preparation of the Group’s interim condensed consolidated financial information. The nature and impact of the new and revised HKFRSs are described below:

6

Genertec Universal Medical Group Company Limited

2020 Interim Report

7


CEO SPEECH

CORPORATE PROFILE Genertec Universal Medical Group Company Limited (通用環球醫療集團有限公司) and its subsidiaries are

Contents

the leading medical and health conglomerate. Focusing on the fast-growing healthcare service industry in China and leveraging on our diversified healthcare resources platform and outstanding financial strength, we have been committed to building up hospitals’ comprehensive strengths in terms of healthcare technology, service quality, operating efficiency as well as managerial capacity.

2

Corporate Information

3

Definition

5

Corporate Profile

6

Performance Overview

ample experience of serving hospitals over the years, strong financial position and proficient business

8

Management Discussion and Analysis

established sound cooperation with hundreds of domestic and foreign well-known medical experts and

The largest shareholder of the Company is China General Technology (Group) Holding Company Limited (中國通用技術(集團)控股有限責任公司), which is one of the key state-owned enterprises under direct

45

Disclosure of Interests

47

Corporate Governance

51

Other Information

53

Report on Review of Interim Condensed Consolidated Financial Statements

administration of the PRC central government with medical and healthcare as its main business. Since the incorporation of the Company, leveraging on our considerable insights into healthcare industry, sourcing capability, we have accumulated over a thousand hospital customers throughout China, academic leaders, and formed strategic partnerships with famous healthcare institutions in China and services providers in America and European countries, including those from the United Kingdom and Germany. Through our continuous expansion of healthcare resources, we have established a unique and innovative business model to provide customers with integrated healthcare solutions, comprising healthcare financial services, hospital investment and management services, healthcare technology services with clinical department upgrade as the core and healthcare digitalization services. We are headquartered in Hong Kong and have set up an operation center in Beijing. We have also established four subsidiaries

55

57 59 61 64

Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Interim Condensed Consolidated Statement of Financial Position Interim Condensed Consolidated Statement of Changes in Equity Interim Condensed Consolidated Statement of Cash Flows Notes to Interim Condensed Consolidated Financial Statements

in Tianjin Free Trade Zone successively and one subsidiary in Hengqin, Zhuhai, set up or acquired three subsidiaries in connection with the International Land Port Hospital of the First Affiliated Hospital of Xi’an Jiaotong University, and opened offices in central cities of various provinces in China such as Guangdong, Shaanxi, Shandong, Henan, Hunan, Sichuan and Heilongjiang, further strengthening our business network through which our successful regional experience could be used to guide our work in the surrounding areas and then be applied nationwide. We will strive to firmly seize good opportunities from the growing healthcare industry in China and continue to be committed to promoting the development of China’s healthcare service industry. We will establish strategic alliances with a broad range of domestic and foreign leading professional healthcare institutions, well-known experts and international medical equipment suppliers, expand our healthcare resources platform, reinforce our foundation for development and enrich our professional services to fulfil our social responsibilities during our development and enhance our corporate value through continuous innovation.

2020 Interim Report

iii


MANAGEMENT DISCUSSION AND ANALYSIS 1. BUSINESS REVIEW AND PROSPECTS In the first half of 2018, the Group seized the policy opportunities of the medical industry, and it has been pursuing the goal of building itself into a leading medical and health conglomerate in China, and continuing to enrich and integrate its domestic and international medical resources. The Group also expanded its network of hospital clients, and continued to advance the synergetic development of its businesses such as hospital investment and management, medical finance, medical technology and healthcare digitalization services. As a result, the Group achieved a steady increase in its operating performance. For the six months ended 30 June 2018, the Group’s revenue increased by 26.7% to RMB2,094.8 million; while the Group’s profit before tax increased by 25.2% to RMB1,001.7 million as compared to the corresponding period of the previous year. In the same period, the Group achieved a steady growth in its asset size and maintained good asset quality. The corporate credit rating of China Universal Leasing Co., Ltd., a wholly-owned subsidiary of the Group, was successively uprated to AAA by China Cheng Xin International Credit Rating Co., Ltd.(中誠信國

MANAGEMENT DISCUSSION AND ANALYSIS

2. ANALYSIS OF PROFIT OR LOSS 2.1 Overview In the first half of 2018, the Group seized the development opportunities in the healthcare industry, continued to innovate its business development model, consolidated its operational foundation, and achieved a steady growth in operating results. In the first half of 2018, the Group recorded a revenue of RMB2,094.8 million, representing an increase of RMB440.9 million or 26.7% as compared to the corresponding period of the previous year. Profit before tax was RMB1,001.7 million, representing an increase of RMB201.8 million or 25.2% as compared to the corresponding period of the previous year. The following table sets forth the Group’s statement of profit or loss for the six months ended 30 June 2018:

際信用評級有限責任公司)and Shanghai Brilliance Credit Rating & Investors Service Co., Ltd.(上海

For the six months

新世紀資信投資服務有限公司), which further optimized the Group’s overall financing position.

ended 30 June

1.1 Hospital Investment and Management Business In the first half of 2018, the Group fully utilized its resources advantages, actively seized the policy opportunities available and intensified its efforts to push forward with its hospital investment and management business. On the one hand, the Group steadily pushed ahead with the existing projects and potential cooperative projects. On the other hand, the Group seized the full opportunities of the reform of medical institutions of SOEs by way of spin-off to conduct merger and acquisition negotiations for take-over and integration of the medical institutions owned by SOEs.

Revenue Cost of sales Gross profit

2019

RMB’000

RMB’000

(Unaudited)

(Unaudited)

2,094,780

1,653,892

26.7%

(574,295)

33.7%

1,079,597

22.9%

(767,807) 1,326,973 44,208

Change

9,949

344.3%

Execution of the Contract for Cooperation on Construction of the New East District of Handan First Hospital

Selling and distribution costs

(171,216)

(157,916)

8.4%

Administrative expenses

(128,089)

(115,387)

11.0%

On 9 August 2018, the Group formally signed a contract with the Health and Family Planning

(68)

(512)

-86.7%

Other expenses

(70,149)

(15,823)

343.3%

799,908

25.2%

(268,406)

(220,993)

21.5%

733,253

578,915

26.7%

0.43

0.34

26.7%

Committee of Handan and Handan First Hospital for co-establishment of the New East District. Handan is an important portal city in southern Hebei province and occupies a central location within Shanxi, Hebei, Shandong and Henan provinces. Handan First Hospital is a large-scale comprehensive Grade III Class A hospital that integrates medical services, teaching, scientific research, disease prevention, health care and rehabilitation. Handan First Hospital plays a leading role in terms of its comprehensive medical strength in the whole city. The New East District planned will operate as a new branch of Handan First Hospital with 2,000 registered beds (to be built in phase I and II), and position as a comprehensive hospital with top specialized departments. In the future, the new branch will work with Handan First Hospital to

Other income and gains

2020

Financial costs

Profit before tax Income tax expense Profit for the period

1,001,659

Basic and diluted earnings per share

(RMB)

provide medical services for approximately 25 million people in Shanxi, Hebei, Shandong and Henan provinces. Total investments for the project will be no more than RMB2 billion, of

6

Genertec Universal Medical Group Company Limited

2020 Interim Report

7


NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. CORPORATE INFORMATION

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

13. CASH AND CASH EQUIVALENTS AND RESTRICTED DEPOSITS

Genertec Universal Medical Group Company Limited (the “Company”) is a limited liability company

30 June

31 December

which was incorporated in Hong Kong on 19 April 2012. Pursuant to the special resolutions of

2020

2019

shareholders dated 6 February 2015 and 10 June 2015, respectively, the Company changed its

(Unaudited)

(Audited)

name from Universal International Leasing Co., Limited to Universal Medical Services & Health

RMB’000

RMB’000

2,063,774

1,831,990

140,166

850,270

2,203,940

2,682,260

Management Company Limited with effect from 17 February 2015 and then to Universal Medical Financial & Technical Advisory Services Company Limited with effect from 11 June 2015. Pursuant

Cash and bank balances

to the special resolution of shareholders dated 6 June 2018, the Company changed its name from

Time deposits

Universal Medical Financial & Technical Advisory Services Company Limited to Genertec Universal Medical Group Company Limited with effect from 9 July 2018. The registered office of the Company is located at Room 702, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong. The Company’s shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) since 8 July 2015. The Company and its subsidiaries (the “Group”) is principally engaged in the provision of financing to its customers under finance lease arrangements, the provision of advisory services, the sale of

Less: Pledged deposits and restricted bank deposits related to asset-backed securitisations

(140,087)

(403,106)

(119,166)

(529,270)

Time deposits with original maturity of more than three months

medical equipment, the provision of medical equipment leases under operating lease arrangements, and the provision of other services as approved by the Ministry of Commerce of the People’s

Cash and cash equivalents

1,944,687

1,749,884

Republic of China (the “PRC”) in Mainland China. As at 30 June 2018, the cash and bank balances of the Group denominated in RMB amounted

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES 2.1 Basis of preparation

into other currencies, however, under Mainland China’s Foreign Exchange Control Regulations

2.1 Basis of preparation

is permitted to exchange RMB for other currencies through banks authorised to conduct foreign

2.1 Basis of preparation 2.1 Basis of preparation The interim condensed consolidated financial statements for the six months ended 30 June 2018 are prepared in accordance with HKAS 34. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s audited financial statements for the year ended 31 December 2017, which have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRs”) and included in the 2017 annual report of the Company. These interim condensed consolidated financial statements are presented in Renminbi (“RMB”) and all values are rounded to the nearest thousand (“RMB’000”) except when otherwise indicated.

8

to RMB1,893,835,000 (31 December 2017: RMB1,728,774,000). RMB is not freely convertible

Genertec Universal Medical Group Company Limited

and Administration of Settlement, Sale and Payment of Foreign Exchange Regulations, the Group exchange business. Cash at banks earns interest at either fixed or floating rates based on daily bank deposit rates. As at 30 June 2018, cash of RMB119,633,000 (31 December 2017: RMB346,741,000) was pledged for bank and other borrowings. As at 30 June 2018, cash of RMB20,454,000 (31 December 2017: RMB56,365,000) was not available for use by the Group in accordance with the arrangements entered into by the Group and the special purpose trusts in the securitisation transactions described in note 24. The cash collected by the Group from the associated finance lease contracts of the securitisations has to be passed on to the investors of the asset-backed securities without material delay. As at 30 June 2018, cash of RMB223,039,000 (31 December 2017: RMB130,955,000) was deposited with Genertec Finance Co., Ltd., which is a related party.

2020 Interim Report

9


管理層討論及分析 MANAGEMENT DISCUSSION AND ANALYSIS 業績分析

RESULTS ANALYSIS

於二零一九年十二月三十一日,本集團總資產為 人 民 幣1,131,901,854.99元, 較 二 零 一 八 年 十 二 月 三十一日的人民幣1,257,656,669.24元減少10.00%。 其 中 流 動 資 產 總 額 為 人 民 幣708,206,008.92元, 佔總資產的62.57%,較二零一八年十二月三十一 日 的 人 民 幣801,583,778.55元 減 少11.65%。 物 業、 廠 房 及 設 備 總 額 為 人 民 幣249,779,768.10元, 佔 總資產的22.07%,較二零一八年十二月三十一日 的 人 民 幣262,030,589.13元 減 少4.68%。 於 二 零 一 九 年 十 二 月 三 十 一 日, 本 集 團 負 債 總 額 為 人 民 幣166,823,065.32元, 資 產 負 債 率( 總 負 債 除 以 總 資產)為14.74%,銀行及其 他短期貸款為人 民幣 6,483,910.19元,較二零一八年十二月三十一日的 人民幣6,981,019.84元減少7.12%。於本年度,本集 團未有安排其他籌資活動。

The Group’s total assets decreased by 10.00% from RMB1,257,656,669.24 as at 31 December 2018 to RMB1,131,901,854.99 as at 31 December 2019, of which current assets amounted to RMB708,206,008.92, accounting for 62.57% of the total assets and representing a decrease of 11.65% as compared with RMB801,583,778.55 as at 31 December 2018. Property, plant and equipment amounted to RMB249,779,768.10, accounting for 22.07% of the total assets and representing a decrease of 4.68% as compared with RMB262,030,589.13 as at 31 December 2018. As at 31 December 2019, the Group’s total liabilities amounted to RMB166,823,065.32; the Group’s gearing ratio (total liabilities divided by total assets) was 14.74%; bank and other short-term loans were RMB6,483,910.19, which decreased by 7.12% as compared with RMB6,981,019.84 as at 31 December 2018. During the Year, the Group did not conduct other capital raising activities.

於 二 零 一 九 年 十 二 月 三 十 一 日, 本 集 團 銀 行 存 款 及 現 金 共 折 合 人 民 幣459,059,145.36元, 較 二 零一八年十二月三十一日的人民幣441,997,685.40 元 增 加3.86%。 於 本 年 度, 本 集 團 的 銷 售 費 用、 管 理 費 用、 研 發 費 用、 財 務 費 用 分 別 為 人 民 幣 12,093,142.13元、 人 民 幣51,866,992.48元、 人 民 幣 10,699,510.81元及人民幣- 5,514,691.80元,較去年 度 的 人 民 幣19,844,839.89元、 人 民 幣59,379,163.81 元、人民幣5,559,320.05元及人民幣- 4,125,891.27 元,分別減少39.06%、減少12.65%、增加92.46%及 增加33.66%。

As at 31 December 2019, the Group’s bank deposits and cash totaled RMB459,059,145.36, representing an increase of 3.86% as compared with RMB441,997,685.40 as at 31 December 2018. During the Year, the Group’s selling expenses, administration expenses, research and development expenses and finance expenses amounted to RMB12,093,142.13, RMB51,866,992.48, RMB10,699,510.81 and RMB-5,514,691.80, representing a decrease of 39.06%, a decrease of 12.65%, an increase of 92.46% and an increase of 33.66% respectively as compared with RMB19,844,839.89, RMB59,379,163.81, RMB5,559,320.05 and RMB-4,125,891.27 respectively in the Previous Year.

於二零一九年十二月三十一日,本集團的應收賬 款 及 票 據 分 別 為 人 民 幣74,162,187.82元 和 人 民 幣 39,263,164.85元, 較 二 零 一 八 年 十 二 月 三 十 一 日 的 人 民 幣115,319,867.21元 和 人 民 幣112,895,610.20 元,分別減少35.69%和減少65.22%。

As at 31 December 2019, the Group’s account receivables and bill receivables amounted to RMB74,162,187.82 and RMB39,263,164.85 respectively, representing a decrease of 35.69% and a decrease of 65.22% respectively as compared with RMB115,319,867.21 and RMB112,895,610.20 respectively as at 31 December 2018.

資金流動性分析

Analysis of Capital Liquidity

於二零一九年十二月三十一日,本集團流動資產 為人民幣708,206,008.92元(二零一八年十二月三十 一日:人民幣801,583,778.55元),流動負債為人民 幣101,956,688.99元(二零一八年十二月三十一日: 人民幣144,849,434.62元),年應收賬款周轉天數為 125天,年存貨周轉天數為92天。上述數據說明, 本公司償債能力較強,但變現能力和管理水平尚 需提高。

02

As at 31 December 2019, the Group’s current assets amounted to RMB708,206,008.92 (as at 31 December 2018: RMB801,583,778.55), current liabilities were RMB101,956,688.99 (as at 31 December 2018: RMB144,849,434.62), the annual receivables turnover period was 125 days and the annual inventory turnover period was 92 days. The above data indicates that the Company has strong solvency but its liquidity ability and management are yet to be improved.

成都普天電纜股份有限公司 CHENGDU PUTIAN TELECOMMUNICATIONS CABLE COMPANY LIMITED

管理層討論及分析 MANAGEMENT DISCUSSION AND ANALYSIS 非流動的負債或貸款 於二零一九年十二月三十一日,本集團為購置法 國加速器的長期借款餘額為人民幣6,483,910.19元 (折合829,621.93歐元)。該貸款為法國政府貸款, 年利率為0.5%。該項以歐元計算之借款受國際外 匯市場匯率波動的影響,存在一定的匯兌風險。 該項長期借款均為分期付款,其期限最長達三十 六年。由於該長期借款餘額較小,因此對本集團 的營運無重大影響。

Non-current Liabilities or Loans As at 31 December 2019, the outstanding amount of the Group’s longterm loan incurred as a result of the purchase of a French accelerator was RMB6,483,910.19 (equivalent to EUR829,621.93). The loan is a French government loan at an interest rate of 0.5% per annum. The loan denominated in Euro is subject to exchange rate risks resulting from fluctuations of the exchange rate in the international foreign exchange market. This long-term loan is an instalment loan in respect of which the maximum repayment period is thirty-six years. As the outstanding amount of the long-term loan is relatively small, there is no material impact on the operations of the Group.

本集團資本結構情況

Capital Structure of the Group

本集團的資本來源是企業盈利、募集資金、銀行 及其他貸款、和老廠區土地轉讓款。募集資本的 使用,嚴格按照相關法定程序辦理。此外,為保 證資本的合理運用,本集團加強了原有的財務管 理制度。資金的使用亦注重避免高風險和提高投 資回報率。在本年度,債務到期償還及責任到期 履行方面均能夠按照有關合約執行。

The Group’s capital is derived from its profit, proceeds raised, bank and other loans and proceeds from the disposal of the land use rights of the old site of the Company. The use of raised proceeds has strictly complied with the relevant legal requirements. In addition, in order to ensure the proper utilization of capital, the Group has strengthened its existing financial management system. The Group has also paid attention to avoiding high risks and to improving its return on investments. During the Year, debts and obligations were repaid and performed when due in accordance with the relevant contractual terms.

流動資金及資金來源

Liquidity and Source of Funds

本集團於本年度之經營業務現金流量淨額為 人 民 幣72,143,878.43元( 去 年 度: 為 人 民 幣 - 42,566,901.22元,增加為人民幣114,710,779.65元)。

During the Year, the Group’s net cash flow from operating activities amounted to RMB72,143,878.43, representing an increase of RMB114,710,779.65 as compared with RMB-42,566,901.22 in the Previous Year.

本集團在本年度用於添置物業、廠房及設備和在 建工程支出人民幣18,496,451.64元(去年度:人民 幣20,619,783.73元,減少人民幣2,123,332.09元)。

During the Year, the Group spent RMB18,496,451.64, representing a decrease of RMB2,123,332.09 as compared with RMB20,619,783.73 in the Previous Year, for the purchase of property, plant and equipment and expenses on the construction in progress.

於二零一九年十二月三十一日,本集團負債和所 有者權益總額為人民幣1,131,901,854.99元(於二零 一 八 年 十 二 月 三 十 一 日: 人 民 幣1,257,656,669.24 元 )。 於 本 年 度 內 本 集 團 利 息 支 出 為 人 民 幣 102,087.06元(去年度:人民幣111,020.63元)。

As at 31 December 2019, the Group’s liabilities and shareholders’ equity amounted to RMB1,131,901,854.99 (as at 31 December 2018: RMB1,257,656,669.24). The Group’s interest expenses amounted to RMB102,087.06 for the Year (for the Previous Year: RMB111,020.63).

或有負債

Contingent Liabilities

於二零一九年十二月三十一日,本集團並無或有 負債(於二零一八年十二月三十一日:無)。

As at 31 December 2019, the Group did not have any contingent liabilities (as at 31 December 2018: Nil).

二零二零年中期業績報告 INTERIM REPORT 2020

03


合併資產負債表 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 2020年12月31日

合併資產負債表 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the year end on 31st December 2020

會合01表 編製單位:成都普天電纜股份有限公司

2020年12月31日 For the year end on 31st December 2020

Form AC-01 PREPARED BY: CHENGDU PUTIAN TELECOMMUNICATIONS CABLE COMPANY LIMITED

會合01表 編製單位:成都普天電纜股份有限公司

Form AC-01 PREPARED BY: CHENGDU PUTIAN TELECOMMUNICATIONS CABLE COMPANY LIMITED

單位:人民幣元 Monetary unit: RMB Yuan 資產

Asset

流動負債: 貨幣資金 結算備付金 拆出資金 交易性金融資產 衍生金融資產 應收票據 應收賬款 應收款項融資 預付款項 應收保費 應收分保賬款 應收分保合同準備金 其他應收款 買入返售金融資產 存貨 合同資產 持有待售資產 一年內到期的非流動 資產 其他流動資產

Current assets Cash and bank (Note (i)) Settlement funds Loans to other banks Held-for-trading financial assets Derivative financial assets Notes receivable Accounts receivable Receivables financing Advances paid Premiums receivable Reinsurance accounts receivable Reinsurance reserve receivable Other receivables Financial assets under reverse repo Inventories Contractual asset Assets classified as held for sale Non-current assets due within one year Other current assets

流動資產合計 非流動資產: 發放貸款和墊款 債權投資 其他債權投資 長期應收款 長期股權投資 其他權益工具投資 其他非流動金融資產 投資性房地產 固定資產 在建工程 生產性生物資產 油氣資產 使用權資產 無形資產 開發支出 商譽 長期待攤費用 遞延所得稅資產 其他非流動資產

04

註釋號 Note No.

期末數 31st Dec 2020

上年年末數 31st Dec 2019

1

459,059,145.36

441,997,685.40

2 3 4 5

39,263,164.85 74,162,187.82 23,544,919.54 5,227,159.45

112,895,610.20 115,319,867.21

6

9,417,517.89

11,674,523.95

7

84,117,089.03

88,937,485.68

非流動資產合計

Total non-current assets

資產總計

Total assets

成都普天電纜股份有限公司 CHENGDU PUTIAN TELECOMMUNICATIONS CABLE COMPANY LIMITED

負債和所有者權益 (或股東權益) 流動負債: 短期借款 向中央銀行借款 拆入資金 交易性金融負債 衍生金融負債 應付票據 應付賬款 預收款項 合同負債 賣出回購金融資產款 吸收存款及同業存放 代理買賣證券款 代理承銷證券款

8

Total current assets Non-current assets: Loans and advances paid Debt investment Other debt investment Long-term receivables Long-term equity investments Other equity instrument investments Other non-current financial assets Investment property Fixed assets Construction in progress Productive biological assets Oil&gas assets Right-of-use assets Intangible assets Development expenditure Goodwill Loan-term prepayments Deferred tax assets Other non-current assets

16,709,878.31

單位:人民幣元 Monetary unit: RMB Yuan

13,414,824.98

14,048,727.80

708,206,008.92

801,583,778.55

9 10 11

123,928,703.14 4,977,441.00

132,459,948.88 4,977,441.00

12 13 14

70,579,366.92 170,358,882.98 8,841,518.20

66,508,775.47 164,963,313.16 30,558,500.50

15

45,009,933.83

16 17

應付職工薪酬 應交稅費 其他應付款 應付手續費及佣金 應付分保賬款 持有待售負債 一年內到期的非流動 負債 其他流動負債 流動負債合計

Liabilities and equity Current liabilities: Short-term borrowing Central bank loans Loans from other banks Held-for-trading financial liabilities Derivative financial liabilities Notes payable Accounts payable Advanced received Contract liabilities Financial liabilities under repo Absorbing deposit and interbank deposit Deposit for agency security transaction Deposit for agency security underwriting Employee benefits payable Taxes and rates payable Other payables Handling fee and commission payable Reinsurance accounts payable Liabilities classified as held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities

註釋號 Note No.

期末數 31st Dec 2020

上年年末數 31st Dec 2019

18 19 20

50,506,098.62 254,715.26 4,161,020.10

63,251,671.34 381,164.12 7,298,184.05

21 22 23

24,383,820.96 1,485,079.75 21,165,954.30

27,803,822.80 7,703,317.53 38,411,274.78

101,956,688.99

144,849,434.62

法定代表人:吳長林

主管會計工作的負責人:郁謙

會計機構負責人:彭曉莉

Legal representative: Wu Changlin

Chief accountant: Yu Qian

Head of the accounting department: Peng Xiaoli

47,937,324.47

8,667,587.21 423,695,846.07

456,072,890.69

1,131,901,854.99

1,257,656,669.24 二零二零年中期業績報告 INTERIM REPORT 2020

05


財務報表附註 NOTES TO FINANCIAL STATEMENTS 2020年度

金額單位:人民幣元

財務報表附註 NOTES TO FINANCIAL STATEMENTS

For the year ended December 31, 2020 Currency Unit: RMB

一、 公司基本情況 成都普天電纜股份有限公司(以下簡稱公 司或本公司)系經國務院有關部門批准, 由原中國郵電工業總公司(現為中國普天 信息產業集團有限公司)直屬國營郵電部 成都電纜廠改組並作為獨立發起人發起 設 立, 於1994年10月1日 在 成 都 市 工 商 行 政 管 理 局 登 記 註 冊, 總 部 位 於 四 川 省 成 都 市。 公 司 現 持 有 統 一 社 會 信 用 代 碼 為 9151010020193968XY的 營 業 執 照, 註 冊 資 本40,000.00萬 元, 股 份 總 數400,000,000股 (每股面值1元),其中:中國普天信息產業 股份有限公司出資24,000.00萬元,持股比 例為60%;香港上市普通股(H股)股東出資 16,000.00萬元,持股比例為40%。公司股票 已於1994年12月13日在香港聯合交易所掛 牌交易。

本公司屬製造行業。主要經營活動:電線 電纜、光纖光纜、線纜專用材料、輻照加 工、電纜附件的技術研發、產品生產、銷 售和服務,電器技術開發、轉讓、諮詢及 相關配套服務;設計與安裝:城市與道路 照明工程,建築裝修裝飾工程,消防設施 工程,機電設備安裝工程,小區樓宇弱電 系統工程;批發零售:通信設備(不含無線 電發射裝置),照明器具,電工器材、儀器 儀表、電子測量儀器,電子元器件,輸配 電及控制設備,五金產品及電子產品,塑 料製品,礦產品、建材及化工產品(除化學 危險品及易製毒化學品),日用百貨;佣金 代理(拍賣除外);自營商品及其同類商品 的進出口;自有房地產、機械設備租賃, 物業管理。

I.

COMPANY PROFILE Chengdu PUTIAN Telecommunications Cable Company Limited (the “Company”) was incorporated and registered with the Chengdu Administration Bureau of Industry and Commerce on 1 October 1994 after its restructuring from Chengdu Cable Plant of the Posts and Telecommunications Ministry of China (now known as “China PUTIAN Corporation”), as independent promoter, under the approval of the relevant department of the State Council. The Company is headquartered in Chengdu, Sichuan Province, and holds the Business (License numbered 9151010020193968XY). The registered capital of the Company is RMB400,000,000. There are a total of 400,000,000.00 shares in issue with the nominal value of RMB1 each of which: equity interest of China PUTIAN Corporation amounts to RMB240,000,000, representing 60% of the total shares; equity interest of public holders of ordinary shares (H Shares) listed in Hong Kong amounts to RMB160,000,000, representing 40% of the total shares. The shares have been listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 13 December 1994. The Company’s business is in the sector of the manufacturing industry. Main business activities: wire and cable, fiber optic cable, cable special materials, radiation processing, cable technology research and development, product production, sales and service, electrical technology development, transfer, consulting and related ancillary services; design and installation: city and road lighting engineering, building construction and decoration engineering, fire safety facilities engineering, mechanical and electrical equipment installation engineering, residential building electroweak system engineering; wholesale and retail: communication equipment (excluding radio transmitters), lighting equipment, electrical equipment, instrumentation, electronic measuring instruments, electronic components, transmission and distribution and control equipment, hardware products and electronic products, plastic products, mineral products, building materials and chemical products (except dangerous chemical products and precursor chemicals), groceries; commission agency (excluding auctions); import and export of self-operated commodities and their similar products; own real estate, machinery and equipment leasing and property management.

2020年度

二、 財務報表的編製基礎(續)

金額單位:人民幣元

II.

(一) 遵循企業會計準則的聲明(續)

For the year ended December 31, 2020 Currency Unit: RMB

PREPARATION BASIS OF THE FINANCIAL STATEMENTS (I)

Statement of compliance (Continued)

金融資產和金融負債的分類(續)

Cash and bank balances (Continued)

金融資產和金融負債的分類(續)

Cash and bank balances (Continued)

金融資產和金融負債的分類(續)

Cash and bank balances (Continued)

本公司所編製的財務報表符合企業 會計準則的要求,真實、完整地反 映了公司的財務狀況、經營成果和 現金流量等有關信息。

The financial statements have been prepared in accordance with the requirements of China Accounting Standards for Business Enterprises (CASBEs), and present truly and completely the financial position, results of operations and cash flows of the Company.

(二) 會計期間

(II)

會計年度自公曆1月1日起至12月31 日止。

(三) 營業週期

The accounting year of the Company runs from January 1 to December 31 under the Gregorian calendar.

(III)

公司經營業務的營業週期較短,以 12個月作為資產和負債的流動性劃 分標準。

(四) 記賬本位幣

Operating cycle The Company has a relatively short operating cycle for its business, an asset or a liability is classified as current if it is expected to be realized or due within 12 months.

(IV)

採用人民幣為記賬本位幣。

Accounting period

Functional currency The Company’s functional currency is Renminbi (RMB) Yuan. 期末數 Closing balance

上年年末數 Closing balance of the preceding period

庫存現金(附註) Cash on hand (Note) 銀行存款 Cash in bank 其他貨幣資金(人民幣) Other cash and bank balances (RMB)

5,969.18 445,329,592.05 13,723,584.13

19,963.86 427,169,522.44 14,808,199.10

合計

459,059,145.36

441,997,685.40

項目

附註:

Items

Total 在租賃開始日,公司將實質上轉移了

Note:

Accounts receivable shall be analyzed by age since the month

與租賃資產所有權有關的幾乎全部風

when such receivables are accrued and shall be settled by time

險和報酬的租賃劃分為融資租賃,除

sequence.

此之外的均為經營租賃。

06

成都普天電纜股份有限公司 CHENGDU PUTIAN TELECOMMUNICATIONS CABLE COMPANY LIMITED

二零二零年中期業績報告 INTERIM REPORT 2020

07


CONTENTS Page(s) Corporate Information

2

Financial Highlights

3

Management Discussion and Analysis

4

Other Information

13

Report on Review of Condensed Consolidated Financial Statements

22

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

23

Condensed Consolidated Statement of Financial Position

24

Condensed Consolidated Statement of Changes in Equity

26

Condensed Consolidated Statement of Cash Flows

28

Notes to the Condensed Consolidated Financial Statements

29

INTERIM REPORT 2020

1


MANAGEMENT DISCUSSION AND ANALYSIS Xingda International Holdings Limited (“Company”) and its subsidiaries (together the “Group” or “Xingda”) are pleased to

MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS REVIEW

present the unaudited interim results for the six months ended 30 June 2019. In the first half of 2019, Xingda adhered to its sound and pragmatic operational approach and actively consolidated its For the six months ended 30 June 2019, the Group recorded revenue amounted to RMB3,769.2 million, representing a 2.5%

leadership in the radial tire cord industry. It also gradually implemented flexible sales strategy, optimized products and

growth relative to the corresponding period last year (first half of 2018: RMB3,677.7 million), attributable mainly to the

expanded its markets. In the first half of 2019, the Group recorded total sales volume of 404,600 tonnes, up 3.0% year-

growth of export sales of radial tire cords and consistent demand for radial tire cords in the domestic market. The Group’s

on-year. Sales volume of radial tire cord climbed moderately by 3.8% year-on-year to 338,200 tonnes, making up 83.6% of

gross profit rose by 17.3% year-on-year to RMB724.3 million (first half of 2018: RMB617.6 million), while gross profit

the Group’s total sales volume (first half of 2018: 83.0%). The sales volume of bead wire and other wire decreased by 0.6%

margin also increased, by 2.4 percentage points, to 19.2% as compared with the last corresponding period (first half of

to 66,400 tonnes, accounting for 16.4% of the Group’s total sales volume (first half of 2018: 17.0%).

2018: 16.8%), thanks mainly to the drop of average price of steel wire rods on a year-on-year basis and the management implementing strict cost control measures as well as increase in revenue during the period. Profit attributable to owners of

During the period, the sales volume of radial tire cord for trucks slightly rose by 0.4% to 216,600 tonnes, against the

the Company increased by 25.3% year-on-year to RMB159.4 million (first half of 2018: RMB127.2 million). Basic earnings

corresponding period last year, owed mainly to the stable demand for replacement of truck tires. As for the sales volume of

per share were RMB10.68 fen. The Board does not recommend payment of an interim dividend for the six months ended

radial tire cord for passenger cars, it increased by 10.4% to 121,600 tonnes, mainly due to the obvious boost in sales orders

30 June 2019.

of radial tire cord for passenger cars from overseas market. The sales volume of the two segments accounted for 64.0% and 36.0% respectively of the Group’s total sales of radial tire cords during the six months ended 30 June 2019 (first half

According to data from China Rubber Industry Association, the 39 key member units of its tire division recorded total

of 2018: 66.2% and 33.8%).

domestic radial tire output of approximately 185 million in the first half of 2019, a year-on-year increase of 1.1%, radialization rate rose mildly to 94.5%. Also, statistics of China’s Ministry of Public Security and China Association of

Sales Volume

Automobile Manufacturers showed, in the first half of 2019, car parc in China surged to historical high at 250 million and

Six months ended 30 June

total land freight traffic volume also increased slightly as compared with the same period last year. The steady growth of logistics activities guaranteed stable demands on the replacement of radial tires as well as the radial tire cords in the first

2020

2019

Tonnes

Tonnes

Change

half of 2019. Radial tire cords

338,200

325,900

On 28 March 2019, it was announced that, among other things, the Board recommended the payment of a final dividend

– For trucks

216,600

215,800

+0.4%

of 15.0 HK cents per share (the “2018 Final Dividend”) of HK$0.1 each in the capital of the Company (the “Share(s)”) for

– For passenger cars

121,600

110,100

+10.4%

66,400

66,800

-0.6%

404,600

392,700

+3.0%

the year ended 31 December 2018 payable to the shareholders of the Company whose names appeared on the register of

Bead wires and other wires

+3.8%

members of the Company (“Register of Members”) as at the close of business on Thursday, 6 June 2019 (“Record Date”). On the Record Date, the Group announced the details in relation to the scrip dividend scheme (“Scrip Dividend Scheme”), pursuant to which shareholders of the Company may opt to receive an allotment of new shares of HK$0.1 each in the share capital of the Company (“Scrip Shares”) in lieu of cash only for the 2018 Final Dividend. Under the Scrip Dividend Scheme, shareholders of the Company whose names appeared on the Register of Members on the Record Date may elect to receive: (a) a cash dividend of 15.0 HK cents for each Share held on the Record Date; or (b) a scrip dividend of Scrip Shares at an issue price, subject to any fractional entitlement being disregarded; or (c) a combination of partly in (a) and partly in (b) above. The issue price of the Scrip Shares is HK$1.87 per Share. With the Scrip Dividend Scheme in place, the Company’s controlling shareholders had opted to receive the 2018 Final Dividend partly in Scrip Shares and partly in cash, and had been allotted, in aggregate, 23,812,299 Scrip Shares, mirroring again its confidence in the Company’s long-term development.

Total

By market, the sales volume of radial tire cord in China slightly rose by 0.4% to 249,100 tonnes (first half of 2018: 248,000 tonnes) in the first half of 2019. In the face of US trade protectionism and guided by the “One Belt One Road” national initiative, Chinese tire enterprises have gradually been establishing production plants in overseas and particularly Southeast Asia in the recent years. Xingda has heeded this trend and also has continued to press ahead with its international sales strategies to broaden its business footprint and international customer base. As a consequence, overseas orders from countries like Thailand, Korea, Japan, Brazil, Germany and Slovakia have steadily increased. Sales of radial tire cords in overseas markets increased during the period by 14.4% year-on-year to 89,100 tonnes (first half of 2018: 77,900 tonnes). The sales volume in domestic and overseas markets constituted 73.6% and 26.4% respectively of the Group’s total sales volume (first half of 2018: 76.1% and 23.9%).

2

XINGDA INTERNATIONAL HOLDINGS LIMITED

INTERIM REPORT 2020

3


CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 30 June 2020

At 30 June 2020 As at 30 June 2020 (unaudited) RMB’000

As at 31 December 2019 (audited) RMB’000

13

4,316,900 356,620 – 153,960

3,843,962 – 344,708 153,960

14

1,300,000 20,566 28,463

900,000 17,321 29,963

6,176,509

5,289,914

621,066 4,765,132 76,060 –

679,911 5,494,726 60,249 7,315

412,000 – 1,580,288

100,000 52,000 1,104,447

7,454,546

7,498,648

3,452,492 37,524 2,711 26,776 197,077 37,770 2,024,038 525

3,829,080 31,845 1,620 27,195 – 43,597 1,144,443 –

5,778,913

5,077,780

NET CURRENT ASSETS

1,675,633

2,420,868

TOTAL ASSETS LESS CURRENT LIABILITIES

7,852,142

7,710,782

NOTES

NON-CURRENT ASSETS Property, plant and equipment Right-of-use assets Prepaid lease payments Investment properties Fixed bank deposits with more than three months to maturity when placed Deferred tax assets Prepayments

CURRENT ASSETS Inventories Trade, bill and other receivables Financial assets at fair value through profit or loss Prepaid lease payments Fixed bank deposits with more than three months to maturity when placed Pledged bank deposits Bank balances and cash

CURRENT LIABILITIES Trade, bill and other payables Contract liabilities Amount due to a related company Dividend payables to non-controlling interests of a subsidiary Dividend payables Tax liabilities Borrowings – due within one year Lease liabilities

4

XINGDA INTERNATIONAL HOLDINGS LIMITED

13 13

15

16 17

18

As at 30 June 2020 (unaudited) RMB’000

As at 31 December 2019 (audited) RMB’000

12,254 300,000 1,344

12,327 150,000 –

313,598

162,327

7,538,544

7,548,455

148,388 5,267,048

148,388 5,302,835

Equity attributable to owners of the Company Non-controlling interests

5,415,436 2,123,108

5,451,223 2,097,232

TOTAL EQUITY

7,538,544

7,548,455

NOTES

NON-CURRENT LIABILITIES Deferred tax liabilities Borrowings – due after one year Lease liabilities

18

NET ASSETS CAPITAL AND RESERVES Share capital Share premium and other reserves

19

The condensed consolidated financial statements on pages 23 to 58 were approved and authorised for issue by the Board of Directors on 22 August 2019 and are signed on its behalf by:

LIU JINLAN

ZHANG YUXIAO

DIRECTOR

DIRECTOR

INTERIM REPORT 2020

5


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended 30 June 2020

1.

GENERAL – CONTINUED

For the six months ended 30 June 2020

3.

PRINCIPAL ACCOUNTING POLICIES – CONTINUED

General – Continued

Application of new and amendments to IFRS Standards – Continued

General – Continued

IFRS 16

Leases

General – Continued

IFRIC 23

Uncertainty over Income Tax Treatments

Amendments to IFRS 9

Prepayment Features with Negative Compensation

Amendments to IAS 19

Plan Amendment, Curtailment or Settlement

The Company is a limited company incorporated in the Cayman Islands and its shares are listed on the Main Board

Amendments to IAS 28

Long-term Interests in Associates and Joint Ventures

of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). The addresses of the registered office of the

Amendments to IFRSs

Annual Improvements to IFRSs 2015 – 2017 Cycle

General – Continued

Company is Cricket Square, Hutchins Drive, P. O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The principal place of business of the Company is Xinghua City, Jiangsu Province, the People’s Republic of China (the “PRC”).

Except as described below, the application of the new and amendments to IFRSs in the current period has had no material impact on the Group’s financial positions and performance for the current and prior periods and/of the

The condensed consolidated financial statements are presented in Renminbi (“RMB”) which is also the functional

disclosures set out in these condensed consolidated financial statements.

currency of the Company and its subsidiaries (the “Group”).

3.1 Impacts and changes in accounting policies of application on IFRS 16 Leases

2.

The Company is an investment holding company and its subsidiaries are engaged in the manufacture and trading of

The Group has applied IFRS 16 for the first time in the current interim period. IFRS 16 superseded IAS 17 Leases

radial tire cords, bead wires and other wires.

(“IAS 17”), and the related interpretations.

BASIS OF PREPARATION

3.1.1 Key changes in accounting policies resulting from application of IFRS 16

The condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting issued by the International Accounting Standards Board (the “IASB”) as well as with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on the Stock Exchange.

The Group applied the following accounting policies in accordance with the transition provisions of IFRS 16. Definition of a lease A contract is, or contains, a lease if the contract conveys the right to control the use of an identified

3.

PRINCIPAL ACCOUNTING POLICIES

asset for a period of time in exchange for consideration.

The condensed consolidated financial statements have been prepared on the historical cost basis except for investment

The Group assesses whether a contract is or contains a lease based on the definition under IFRS 16 at

properties and financial instruments, which are measured at fair values, as appropriate.

inception or modification date, Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.

Other than changes in accounting policies resulting from application of new International Financial Reporting Standards (“IFRSs”), the accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended 30 June 2019 are the same as those followed in the preparation of the Group’s annual financial statements for the year ended 31 December 2018.

As a lessee Allocation of consideration to components of a contract As a practical expedient, leases with similar characteristics are accounted on a portfolio basis when the

Application of new and amendments to IFRS Standards In the current interim period, the Group has applied, for the first time, the following new and amendments to IFRSs

Group reasonably expects that the effects on the financial statements would not differ materially from individual leases within the portfolio.

which are mandatory effective for the annual period beginning on or after 1 January 2019 for the preparation of the Group’s condensed consolidated financial statements:

6

XINGDA INTERNATIONAL HOLDINGS LIMITED

INTERIM REPORT 2020

7


CONTENTS 2 6 10 46 53 54 57 59

CORPORATE INFORMATION CHAIRMAN’S STATEMENT

MANAGEMENT DISCUSSION AND ANALYSIS

OTHER INFORMATION REVIEW REPORT ON INTERIM FINANCIAL STATEMENTS

UNAUDITED INTERIM CONSOLIDATED BALANCE SHEET UNAUDITED INTERIM CONSOLIDATED INCOME STATEMENT

UNAUDITED INTERIM CONSOLIDATED STATEMENT OF CHANGES

IN EQUITY 61 63 66 67 69 71

UNAUDITED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS UNAUDITED INTERIM BALANCE SHEET

UNAUDITED INTERIM INCOME STATEMENT UNAUDITED INTERIM STATEMENT OF CHANGES IN EQUITY

UNAUDITED INTERIM STATEMENT OF CASH FLOWS

NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS

315 SUPPLEMENTARY INFORMATION TO UNAUDITED INTERIM FINANCIAL STATEMENTS


2

BBMG CORPORATION INTERIM REPORT 2020

CHAIRMAN’S STATEMENT

3

CHAIRMAN’S STATEMENT

Dear Shareholders, On behalf of the board of directors (the “Board”) of BBMG Corporation* (the “Company” or “BBMG”), I am pleased to present to you the interim results of the Company for the six months ended 30 June 2019 (the “Reporting Period”), and report on the operating results of the Company during the said period for your review.

Review In the first half of 2019, faced with the complex economic conditions, ever-changing operating environment and the challenging market situation, the Company adhered to the general work principle of seeking progress while maintaining stability, implemented the new development philosophy and fulfilled the requirements regarding high-quality development. The Company’s efforts in restructuring, reform and consolidation continued to bear fruits. In the meantime, the Company kept on pioneering and innovating, and maintained a sound operation. During the Reporting Period, the Company recorded an operating revenue of RMB44,611.1 million, representing a year-on-year increase of 26.1%. Net profit attributable to the shareholders of the parent company amounted to RMB3,045.6 million, representing a year-on-year increase of 26.4%. Basic earnings per share attributable to the shareholders of the parent company amounted to RMB0.29.

*

for identification purposes only

Jiang Deyi Chairman


4

BBMG CORPORATION INTERIM REPORT 2020

MANAGEMENT DISCUSSION AND ANALYSIS

5


6

BBMG CORPORATION INTERIM REPORT 2020

MANAGEMENT DISCUSSION AND ANALYSIS

MANAGEMENT DISCUSSION AND ANALYSIS

DETAILS OF THE COMPANY’S PRINCIPAL BUSINESS, BUSINESS MODEL AND INDUSTRY SITUATION DURING THE REPORTING PERIOD (I)

retardant paint and comprehensive strength ranked top 3 in China. Tiantan Furniture is the leading enterprise in the furniture industry in China. The production capacity of the single production line of mineral wool boards of STAR-USG Building Materials

Principal business and business model of the Company

ranked number one in the world, which is also the largest production line in Asia

The Company’s principal businesses include cement and ready-mixed concrete – modern

and also ranked number one in China in terms of sales to mid- to high-end channels.

building materials manufacturing and commerce and logistics – property development – property

With strenuous efforts made in implementation of structural adjustment and industrial

investment and management.

upgrade, the Company invested in the construction of BBMG Modern Industrial Park in Dachang, Hebei, and completed the planned upgrade of Doudian Circular Economic

1.

Cement and ready-mixed concrete business: The Company is the third largest cement

Park in Fangshan, Beijing, thereby basically forming the centralized production model

enterprise in the country. The cement business continued to adopt Beijing, Tianjin and

in the industrial parks and gradually achieved industrial synergy. The Company took

Hebei as its core strategic regions, and continued to expand the coverage of its network,

the initiative to be the major supplier for the construction materials required by the

mainly with establishing its presence in 13 provinces (municipalities and autonomous

construction of projects in areas such as Beijing subtown center and the Xiong’an New

regions), including Beijing, Tianjin and Hebei Province, Shaanxi, Shanxi, Inner Mongolia,

Area, which made improvement to the aspects such as product quality, organisational

Northeastern region, Chongqing, Shandong, Henan and Hunan. The production capacity

security as well as management standard. In addition, the Company will continuously

of clinker amounted to approximately 110 million tonnes; the production capacity of

enhance the development of commerce and logistics industry and proactively explore

cement amounted to approximately 170 million tonnes; the production capacity of

the developed marketing modes of e-commerce.

ready-mixed concrete and ready-mixed mortar amounted to approximately 62 million cubic meters and approximately 2.40 million tonnes, respectively; while the production

3.

Property development business sector: The Company is one of the top property

capacity of aggregates and grinding aids and admixtures amounted to approximately

development enterprises in Beijing in terms of comprehensive strength with an annual

38.5 million tonnes and approximately 0.34 million tonnes, respectively. On this basis,

area under construction of 8 million sq.m.. The Company obtained AAA credit rating,

the Company effectively demonstrated the internal synergetic mechanism with cement

and several projects developed and constructed by it were awarded “Guangsha Award”

production and ready-mixed concrete development providing support to each other. The

(廣廈獎), “Tien-yow Jeme Civil Engineering Prize” (中國土木工程詹天佑獎), and “Gold

industry layout of ready-mixed concrete in key regions and markets will be consolidated

Award of Beijing Great Wall Cup for Building Structure (北京結構長城杯金質獎). With

on the basis of concrete group as the platform, aiming to take a leading position in

its rich experience in property development business in respect to planning and design,

the north of the country among its industrial peers and become one of the largest

project management, marketing planning and customer service, the Company remains

professional enterprises engaging in the production of concrete products in the PRC.

committed to providing its customers with products and services with high quality. The

Meanwhile, the Company will insist on promoting market expansion and strategic

Company has more than 50 controlling subsidiaries, making its presence in 15 cities

resources consolidation simultaneously, and has already had a total of about 1.8 billion

including Beijing, Shanghai, Tianjin, Chongqing, Hangzhou, Nanjing, Chengdu, Hefei and

tonnes of limestone reserve in Beijing, Tianjin and Hebei.

Haikou and developing more than 130 property projects with a total gross floor area of approximately 30 million sq.m. These developed a nationwide business presence “from

2.

Modern building materials and commerce and logistics business: The Company is one

Beijing to three major economic rims, namely Beijing, Tianjin and Hebei, Yangtze River

of the largest building materials manufacturers in China, the largest building materials

Delta and Chengdu-Chongqing region”, with a comprehensive development strength

manufacturer and one of the leaders in the building materials industry in the Pan Bohai

covering property projects of multiple categories.

Economic Rim in Beijing. It provides major products and services, namely furniture and woods, wall body and insulation materials, decorative and fitting materials, and building materials and commerce and logistics, among which, the production and sales of BBMG’s aerated products ranked second in the industry, and BBMG’s production capacity of fire

7


8

BBMG CORPORATION INTERIM REPORT 2020

Unaudited Interim Balance Sheet

Unaudited Interim Balance Sheet (continued)

As at 30 June 2020

As at 30 June 2020

RMB

RMB

Assets

30 June 2020

Note XV

31 December 2019

Current Assets

30 June 2020

31 December 2019

25,226,850,000.00

24,931,850,000.00

Liabilities and shareholders’ equity

Current liabilities 12,496,534,054.08

Cash and bank balances

57,454.00

– 13,098,540.40

65,860,189,463.73

66,901,797,608.27

2,321,214.75

2,241,084.31

Prepayments 1

Other current assets

78,374,867,726.96

Total current assets

6,490,366,382.70

15,765,540.40

Accounts receivable Other receivables

9

73,407,503,615.68

Short-term loans

8,534,173.57

7,262,384.48

145,141,073.53

143,686,136.43

85,430.15

14,420,033.15

46,465,873.53

82,674,779.38

Other payables

4,427,324,415.89

4,398,166,645.39

Short-term financing bonds payable

2,000,000,000.00

6,500,000,000.00

13,102,945,179.25

8,769,671,412.11

44,957,346,145.92

44,847,731,390.94

Accounts payable Receipts in advance Wages payable Tax payable

Non-current liabilities due within one year Non-current assets Investment in other equity instruments

200,000.00

200,000.00

Total current liabilities

Long-term equity investments

2

44,858,929,917.96

46,569,735,251.07

Investment properties

3

11,782,278,382.50

10,487,725,592.87

Non-current liabilities

1,128,603,898.45

1,162,385,959.60

Long-term loans

24,388,941,300.00

19,767,370,000.00

Intangible assets

378,726,789.40

368,789,672.92

Bonds payable

21,711,391,470.36

18,518,190,202.83

Deferred income tax assets

271,918,567.36

266,341,821.16

Long-term wages payable

365,218,292.46

363,676,960.00

2,163,750,358.84

2,162,277,161.43

Total non-current liabilities

48,629,301,421.66

40,811,514,324.26

Total liabilities

93,586,647,567.58

85,659,245,715.20

Fixed assets

Deferred income tax liabilities Total non-current assets

Total assets

58,420,657,555.67

136,795,525,282.63

The accompanying notes form an integral part of these financial statements

58,855,178,297.62

132,262,681,913.30

The accompanying notes form an integral part of these financial statements


10

BBMG CORPORATION INTERIM REPORT 2020

Notes to Unaudited Interim Financial Statements

Notes to Unaudited Interim Financial Statements

For the six months ended 30 June 2020

For the six months ended 30 June 2020

RMB

RMB

I.

BASIC INFORMATION BBMG Corporation (hereinafter referred to as the “Company” or “BBMG Group”) is a joint stock company with limited liability incorporated in Beijing, the People’s Republic of China and was established on 22 December

III.

MAJOR ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES FOR BUSINESS ENTERPRISES (continued) 2.

2005. The Renminbi-denominated ordinary shares (A shares) and H shares of the Company are listed on the

Accounting period (continued) Accounting period (continued)

Shanghai Stock Exchange (“Shanghai Stock Exchange”) and The Stock Exchange of Hong Kong Limited

Accounting period (continued)

(“Stock Exchange of Hong Kong”), respectively. The Company’s headquarters is located at No. 36, North

The specific accounting policies and accounting estimates have been prepared by the Group based on

Third Ring East Road, Dongcheng District, Beijing.

actual production and operation characteristics, as mainly embodied in the provision for bad debt of accounts receivable, inventory valuation methods, the depreciation of fixed assets, classification between

The principal business activities of the Company and its subsidiaries (collectively, the “Group”) includes:

investment properties and inventory, classification between investment properties and fixed assets, the

manufacture and sale of cement and building materials, construction and decoration, trade and logistics,

recognition and allocation of development costs on properties under construction, etc.

tourism services, real estate development, property investment and management. The Company’s parent and ultimate holding company is BBMG Assets Management Co., Ltd. (北京金隅資

11

2.

產經營管理有限責任公司) (formerly named as “BBMG Group Company Limited”, hereinafter referred to

Accounting period The accounting year for the Group is from 1 January to 31 December of each calendar year. The

as “BBMG Assets Company”), a company established in the People’s Republic of China, originally. On 11

accounting period for this report is from 1 January to 30 June 2019.

November 2016, State-owned Assets Supervision and Administration Commission of the People’s Government of Beijing Municipality agreed the gratuitous transfer of 100% shares of the Company held by BBMG Assets Company to Beijing SCOM Center (hereinafter referred to as “BSCOMC”). On 29 December 2016, the transfer

3.

Functional currency The Company’s reporting and presentation currency is Renminbi (“RMB”). Unless otherwise stated,

registration formalities for the gratuitous transfer of the A shares of the Company were completed, after which,

the unit of the currency is RMB yuan.

BSCOMC directly held 4,797,357,572 state-owned shares of the Company, representing 44.93% of the total share capital of the Company, and became the controlling shareholder of the Company.

The subsidiaries, joint ventures and associates of the Group may determine their own functional currencies based on the specific economic environments in their place of business. In the preparation

These financial statements were approved by a resolution of the board of directors of the Company on 27

of financial statements, their functional currencies shall be translated into RMB.

August 2019. The consolidation scope of consolidated financial statements was determined on the basis of control. Please refer to note VI for changes of the period.

4.

Business combinations Business combinations are classified into business combinations under common control and business combinations not under common control.

II.

BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS The financial statements are prepared in accordance with the “Accounting Standards for Business Enterprises–

Business combinations under common control

Basic Standards” issued by the Ministry of Finance and the specific accounting standards, application guidelines,

A business combination under common control is a business combination in which all of the combining

interpretations and other relevant regulations (collectively referred to as “Accounting Standards for Business

entities are ultimately controlled by the same party or parties both before and after the combination,

Enterprises”) subsequently issued and revised.

and that control is not transitory. For a business combination under common control, the party that, on the combination date, obtains control of another entity participating in the combination is the acquiring

The financial statements are presented on a going concern basis.

party, while that other entity participating in the combination is a party being acquired. The combination date is the date on which the acquiring party effectively obtains control of the party being acquired.

Except for certain financial instruments and investment properties, the financial statements have been prepared under the historical cost convention. The prices of disposal groups held for sale shall be the lower of the book value and the net amount of fair value less disposal expenses. If the assets are impaired, corresponding provisions for impairment shall be made according to relevant provisions.


Contents 目錄

Corporate Information

2

公司資料

Management Discussion and Analysis

4

管理層討論與分析

Other Information

17

其他資料

Report on Review of Condensed Consolidated Financial Statements

25

簡明綜合財務報表審閱報告

Condensed Consolidated Statement of Profit or Loss

26

簡明綜合損益表

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

27

簡明綜合損益及其他全面收益表

Condensed Consolidated Statement of Financial Position

28

簡明綜合財務狀況報表

Condensed Consolidated Statement of Changes in Equity

30

簡明綜合權益變動表

Condensed Consolidated Statement of Cash Flows

31

簡明綜合現金流量表

Notes to the Condensed Consolidated Financial Statements

33

簡明綜合財務報表附註


Management Discussion and Analysis 管理層討論與分析

Management Discussion and Analysis 管理層討論與分析

Industry Review

行業回顧

During the first half of 2019, the Chinese economy continued its steady growth with further progress in general. With key macroeconomic indicators maintaining within a reasonable range and constant advancement in the supply-side structural reform, there are more positive factors for promoting quality development. In respect of macroeconomic policy, the government reinforced the proactive fiscal policy to improve effectiveness and moderately relaxed the prudent monetary policy. The policy for the real estate industry adhered to the keynote of “no speculation on residential properties” and proposed to “implement the long-term adjustment mechanism of different strategies for different cities under the principle of one strategy for one city, with major responsibilities attributable to the city government”.

二零一九上半年 ,中國經濟運行延續了總體平穩 、穩中有 進的發展態勢 ,主要宏觀經濟指標保持在合理區間 ,供 給側結構性改革持續推進 ,推動高質量發展的積極因素增 多 。宏觀經濟政策方面 ,積極的財政政策要加力提效 ,穩 健的貨幣政策要鬆緊適度 。房地產政策延續「房住不炒」的 主基調 ,並提出「落實好一城一策 、因城施策 、城市政府 主體責任的長效調控機制」。

During the first half of 2019, the overall Chinese real estate market maintained its steady trend with a slight decline, further realizing the goal of “no speculation on residential properties”. As shown in the statistics published by the National Bureau of Statistics, from January to June 2019, the sales area of commodity housing in China was 757.86 million square meters, representing a decrease of 1.8% year-on-year, while the sales amount of commodity housing in China was RMB7,069.8 billion, representing a year-on-year growth of 5.6%. Investment in real estate development amounted to RMB6,160.9 billion, representing a year-on-year increase of 10.9%, while the newly commenced housing area was 1,055.09 million square meters, up by 10.1%. Against the backdrop of the Sino-US trade disputes, the Chinese real estate industry withstood the challenges arising from the trade disputes in the macroeconomic environment, demonstrating huge flexibility.

二零一九年上半年 ,中國房地產市場總體呈現穩中微降 , 「房住不炒」的目標進一步落實 。根據國家統計局數據顯 示 ,今年1至6月 ,中國商品房銷售面積75,786萬平方米 , 同比下降1.8% 。中國商品房銷售額70,698億元 ,同比增長 5.6% 。房地產開發投資61,609億元 ,同比增長10.9% ,房 屋新開工面積105,509萬平方米 ,增長10.1% 。在中美貿 易爭端的背景下 ,中國的房地產行業展現了很大的彈性 , 承受住了貿易爭端帶來的宏觀環境方面的壓力 。

In February 2019, the Central Committee of the Communist Party of China and the State Council published the “Outline Development Plan for the GuangdongHong Kong-Macao Greater Bay Area” with a total of 11 chapters, including Background of the Plan, Overall Requirements, Spatial Layout, Developing an International Innovation and Technology Hub, Expediting Infrastructural Connectivity and Building a Globally Competitive Modern Industrial System, etc., indicating that the development and construction of the Greater Bay Area has become a decision of the central government and a national strategic plan. Going forward, driven by the continuous progress of reform and openingup, the Greater Bay Area, with unlimited potential, will definitely become a strong engine for economic growth in China. The continuous development and improvement of the city cluster in the Greater Bay Area provided strong support for urban development and demand for residential and commercial properties. In particular, Shenzhen, a leading city of the reform and opening up, has witnessed long-term and rapid economic development. The openness and inclusiveness of Shenzhen constantly attracted talents from all over China, which in turn bring dynamic growth to its development. With the influx of incoming talents and the demand for higher living standards of residents, the demand for quality commodity housing in Shenzhen and the Greater Bay Area will increase steadily in the future, and the market will continue to be dominated by rigid demand. The Group has always been focusing on the development of core regions in the Greater Bay Area and would benefit from the urban development and rapid construction of Shenzhen and the Greater Bay Area in the long run.

今年2月 ,中共中央 、國務院印發了《粵港澳大灣區發展規 劃綱要》,規劃綱要共11章 ,包括規劃背景 、總體要求 、 空間佈局 、建設國際科技創新中心 、加快基礎設施互聯互 通 、構建具有國際競爭力的現代產業體系等 。這標誌著 , 大灣區的發展建設已成為中央決策 、國家戰略規劃 。在改 革開放的不斷推進下 ,未來 ,大灣區潛力無限 ,必將成 為中國的強大經濟引擎地區 。大灣區城市群的不斷建設完 善 ,對推動城市發展 、住宅和商業物業的需求提供了強力 支撐 。其中 ,深圳作為改革開放的前沿城市 ,經濟經歷了 長期 、快速的發展 。深圳的開放性以及包容性不斷地吸引 了全國各地的人才 ,為深圳的發展引入源源活水 。隨著外 來人才進入及居民對生活水平需求的日益提高 ,未來深圳 及大灣區高品質商品房需求將穩步增加 ,市場仍會以剛需 為主 。集團一直致力於深耕大灣區核心區域 ,長期受益於 深圳的城市發展以及大灣區的飛速建設 。

2 LVGEM (CHINA) REAL ESTATE INVESTMENT COMPANY LIMITED Interim Report 2020

Over the last few decades, LVGEM (China) has focused on core cites in the Greater Bay Area and acquired ample land reserve resources in Shenzhen, Hong Kong and Zhuhai, etc.. With more than 20 years of rich experience in urban renewal, the Group has established prominent industrial advantages in this regard. Meanwhile, the Group puts forward the strategic guideline of developing a brand new smart city by integrating technology with real estate development, striving to create positive social, green and economic benefits. The Group also makes use of its strengths in strategic layout and resources to propose its new strategic direction of “Focus on urban renewal in the Greater Bay Area, develop a brand new smart city”, in a bid to develop itself into a benchmark for new smart city developers and operators that are dedicated to the construction of the Guangdong-Hong Kong-Macao Greater Bay Area.

綠景(中國)於大灣區核心城市深耕數十年 ,擁有位於深 圳 、香港 、珠海等地的多處優質土地儲備資源 。二十多年 豐富的城市更新經驗使得集團於該領域建立起突出的行業 優勢 ,同時集團將科技地產的概念融會貫通 ,提出打造智 慧新城區的戰略方針 ,希冀創造良好的社會效益 、綠色效 益 、經濟效益 。憑借自身的佈局優勢和資源優勢 ,提出 「聚力灣區大舊改 ,打造智慧新城區」的戰略新方向 ,正努 力將自己締造成為銳意助力粵港澳大灣區建設的標桿性智 慧新城開發運營商 。

Results

業績

The Group achieved satisfactory results for the first half of 2019. All of its key financial indicators were in line with the expectations of the management and the overall performance result was satisfactory.

本集團於二零一九年上半年取得理想成績 ,各項主要財務 指標符合管理層預期 ,整體業績表現令人滿意 。

For the six months ended 30 June 2019, the Group achieved total revenue of approximately RMB3,422.1 million (six months ended 30 June 2018: RMB767.3 million), representing an increase of approximately 346.0% year-onyear. Gross profit was RMB2,408.3 million (six months ended 30 June 2018: RMB440.7 million), representing an increase of approximately 446.5% year-onyear. Gross profit margin remained at a relatively high level of 70% (six months ended 30 June 2018: 57%).

截至二零一九年六月三十日止六個月 ,本集團實現總收益 約為人民幣3,422.1百萬元(截至二零一八年六月三十日止 六個月:人民幣767.3百萬元),同比上升約346.0% 。毛利 為人民幣2,408.3百萬元(截至二零一八年六月三十日止六 個月:人民幣440.7百萬元),同比上升約446.5% 。毛利率 維持在較高水平的70%(截至二零一八年六月三十日止六個 月:57%)。

Profit for the period was RMB991.7 million (six months ended 30 June 2018: RMB187.5 million), representing a growth of approximately 428.8% year-onyear. Profit attributable to owners of the Company was RMB991.9 million (six months ended 30 June 2018: RMB191.9 million), representing a growth of approximately 416.8% year-on-year. Basic earnings per share was RMB20.00 cents (six months ended 30 June 2018: RMB3.94 cents), representing a growth of approximately 407.6% year-on-year.

期 內 , 盈 利 為 人 民 幣 991.7 百 萬 元( 截 至 二 零 一 八 年 六 月三十日止六個月:人民幣187.5百萬元),同比增長約 428.8% 。本公司股東應佔盈利為人民幣991.9百萬元(截至 二零一八年六月三十日止六個月:人民幣191.9百萬元), 同比增長約416.8% 。每股基本盈利為人民幣20.00分(截至 二零一八年六月三十日止六個月:人民幣3.94分),同比增 長約407.6% 。

The Group’s key financial indicators for the six months ended 30 June 2019 were as follows:

以下是本集團截至二零一九年六月三十日止六個月之主要 財務指標: 2020 二零二零年 (RMB million) (人民幣百萬元)

Revenue Gross profit Profit from core business* Profit attributable to owners of the Company Basic earnings per share (RMB cents) Gross profit margin (%) *

收益 毛利 核心業務應佔盈利* 本公司股東 應佔盈利 每股基本盈利(人民幣分) 毛利率(%)

Profit from core business represents profit attributable to owners of the Company less fair value changes on investment properties and related deferred tax, exchange gain or loss and fair value changes on derivative component of convertible bonds.

*

2019 二零一九年 (RMB million) (人民幣百萬元)

Change 改變

3,422.1 2,408.3 569.0

767.3 440.7 78.7

346.0(%) 446.5(%) 623.5(%)

991.9 20.00 70

191.9 3.94 57

416.8(%) 407.6(%)

核心業務應佔盈利指本公司股東應佔盈利減投資物業的公允 價值變動及相關遞延稅項 、匯兌損益及可換股債券衍生工具 部分的公允價值變動 。

綠景(中國)地產投資有限公司 3 二零二零年中期報告


Condensed Consolidated Statement of Financial Position 簡明綜合財務狀況報表

Condensed Consolidated Statement of Financial Position 簡明綜合財務狀況報表

At 30 June 2020 於二零二零年六月三十日

At 30 June 2020 於二零二零年六月三十日

NOTES 附註

Non-current assets Investment properties Property, plant and equipment Goodwill Interests in joint ventures Amount due from a joint venture Equity instrument at fair value through other comprehensive income Deferred tax assets

Current assets Properties under development for sale Properties held for sale Other inventories Accounts receivable Deposits paid, prepayments and other receivables Financial assets at fair value through profit or loss Debt instrument at fair value through other comprehensive income Tax recoverable Restricted bank deposits Bank balances and cash

Current liabilities Accounts payable Contract liabilities Accruals, deposits received and other payables Lease liabilities Tax liabilities Dividend payables Borrowings Senior notes and bond

非流動資產 投資物業 物業、廠房及設備 商譽 於合營公司的權益 應收一間合營公司款項 按公允價值計入其他全面收益之股本工具

11 遞延稅項資產

流動資產 發展中待售物業 待售物業 其他存貨 應收賬款 已付按金、預付款項及其他應收款項

10

23,515,474 442,523 231,602 6,060 522,318

At 31 December 2019 於二零一九年 十二月三十一日 RMB’000 人民幣千元 (Audited) (經審核)

22,117,251 458,393 231,602 6,060 522,318

519,765 611,455

490,816 345,030

25,849,197

24,171,470

8,281,418 2,407,001 723 27,507

7,407,278 3,302,382 629 11,576

1,166,721

890,294

按公允價值計入損益之金融資產 –

10,559

5,000 124,447 3,258,183 5,835,116

20,000 8,048 3,915,826 3,674,042

21,106,116

19,240,634

1,173,746 3,170,712

1,383,514 2,268,288

859,928 23,482 2,223,387 232,759 4,370,881 2,593,396

744,814 – 1,468,779 – 3,232,448 2,591,909

14,648,291

11,689,752

6,457,825

7,550,882

32,307,022

31,722,352

按公允價值計入其他全面收益之債務工具 可收回稅款 受限制銀行存款 銀行結餘及現金

流動負債 應付賬款 合同負債 應計費用、已收按金及其他應付款項 租賃負債 稅項負債 應付股息 借貸 優先票據及債券

Net current assets

流動資產淨值

Total assets less current liabilities

總資產減流動負債

4 LVGEM (CHINA) REAL ESTATE INVESTMENT COMPANY LIMITED Interim Report 2020

9 9

At 30 June 2020 於二零二零年 六月三十日 RMB’000 人民幣千元 (Unaudited) (未經審核)

12

13

NOTES 附註

Non-current liabilities Borrowings Senior notes and bond Debt component of convertible bonds Derivative component of convertible bonds Lease liabilities Deferred tax liabilities

非流動負債 借貸 優先票據及債券 可換股債券債務部分 可換股債券衍生工具部分

13 15(a) 15(b)

租賃負債 遞延稅項負債

At 30 June 2020 於二零二零年 六月三十日 RMB’000 人民幣千元 (Unaudited) (未經審核)

At 31 December 2019 於二零一九年 十二月三十一日 RMB’000 人民幣千元 (Audited) (經審核)

12,781,223 2,820,890 1,426,257

13,309,348 2,809,060 1,381,645

246,559 101,569 2,644,516

198,105 – 2,585,251

20,021,014

20,283,409

12,286,008

11,438,943

41,565 12,137,144

41,141 11,290,307

Net assets

資產淨值

Capital and reserves Share capital Reserves

股本及儲備 股本 儲備

Equity attributable to owners of the Company Non-controlling interests

本公司股東應佔權益 非控股權益

12,178,709 107,299

11,331,448 107,495

Total equity

權益總額

12,286,008

11,438,943

14

綠景(中國)地產投資有限公司 5 二零二零年中期報告


Notes to the Condensed Consolidated Financial Statements 簡明綜合財務報表附註

Notes to the Condensed Consolidated Financial Statements 簡明綜合財務報表附註

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

1.

2.

BASIS OF PREPARATION

For the six months ended 30 June 2020 截至二零二零年六月三十日止六個月

1.

編製基準

2.

The condensed consolidated financial statements have been prepared in accordance with Hong Kong Accounting Standard (“HKAS”) 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) as well as with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

簡明綜合財務報表乃根據香港會計師公會(「香港會 計師公會」)頒佈的香港會計準則(「香港會計準則」) 第34號「中期財務報告」及香港聯合交易所有限公司 (「聯交所」)證券上市規則附錄十六的適用披露規定 編製。

The condensed consolidated financial statements are presented in Renminbi (“RMB”), which is also the functional currency of the Company.

簡明綜合財務報表以人民幣(「人民幣」)呈列,人民 幣亦為本公司的功能貨幣。

PRINCIPAL ACCOUNTING POLICIES

PRINCIPAL ACCOUNTING POLICIES (Cont’d) PRINCIPAL ACCOUNTING POLICIES (Cont’d) PRINCIPAL ACCOUNTING POLICIES (Cont’d)

主要會計政策

Except as described below, the application of new and amendments to HKFRSs and an interpretation in the current period has had no material impact on the Group’s financial performance and positions for the current and prior periods and on the disclosures set out in these condensed consolidated financial statements. 2.1

除下文所披露者外,於本期間應用新訂及經修訂香 港財務報告準則及一條詮釋對本集團於本期間及以 往期間的財務表現及狀況及在該等簡明綜合財務報 表所載的披露並無任何重大影響。

2.1

應用香港財務報告準則第16號「租賃」之影響 及會計政策變動 於本中期期間,本集團首次應用香港財務報告 準則第16號。香港財務報告準則第16號取代 香港會計準則第17號「租賃」 (「香港會計準則 第17號」)及相關詮釋。

Impacts and changes in accounting policies of application on HKFRS 16 “Leases”

2.1.1 應用香港財務報告準則第16號導致之會 計政策重大變動

The Group has applied HKFRS 16 for the first time in the current interim period. HKFRS 16 superseded HKAS 17 “Leases” (“HKAS 17”), and the related interpretations.

本集團根據香港財務報告準則第16號的 過渡條文應用以下會計政策。

2.1.1 Key changes in accounting policies resulting from application of HKFRS 16

倘一份合約為換取代價而給予於一段時 間內控制一項已識別資產使用的權利, 則該合約屬租賃或包含租賃。

The condensed consolidated financial statements have been prepared on the historical cost basis except for investment properties, equity instrument at fair value through other comprehensive income, financial assets at fair value through profit or loss, debt instrument at fair value through other comprehensive income and derivative component of convertible bonds, which are measured at fair values.

除投資物業、按公允價值計入其他全面收益之股本 工具、按公允價值計入損益之金融資產、按公允價 值計入其他全面收益之債務工具及可換股債券衍生 工具部分按公允價值計量外,簡明綜合財務報表乃 按歷史成本基準編製。

Other than changes in accounting policies resulting from application of new and amendments to Hong Kong Financial Reporting Standards (“HKFRSs”), the accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended 30 June 2019 are the same as those presented in the Group’s annual financial statements for the year ended 31 December 2018.

除因應用新訂及經修訂香港財務報告準則(「香港財 務報告準則」)而導致的會計政策變動外,截至二零 一九年六月三十日止六個月之簡明綜合財務報表中 所用之會計政策及計算方法與本集團截至二零一八 年十二月三十一日止年度的年度財務報表所呈列的 會計政策及計算方法相同。

Application of new and amendments to HKFRSs and an interpretation

應用新訂及經修訂香港財務報告準則及一條詮釋

Definition of a lease

In the current interim period, the Group has applied, for the first time, the following new and amendments to HKFRSs and an interpretation issued by the HKICPA which are mandatory effective for the annual period beginning on or after 1 January 2019 for the preparation of the Group’s condensed consolidated financial statements.

於本中期期間,本集團首次應用下列由香港會計師 公會頒佈,與編製本集團簡明綜合財務報表有關之 新訂及經修訂香港財務報告準則及一條詮釋,其於 二零一九年一月一日或之後開始的年度期間強制生 效。

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

HKFRS 16

Leases

香港財務報告準則第16號

HK(IFRIC)-Int 23

Uncertainty over Income Tax Treatments

香港(國際財務報告詮釋委 所得稅處理之不確定性 員會)-詮釋第23號

Amendments to HKFRS 9

Prepayment Features with Negative Compensation

香港財務報告準則第9號 (修訂本)

具有負補償之提前還款 特點

Amendments to HKAS 19

Plan Amendment, Curtailment or Settlement

香港會計準則第19號 (修訂本)

計劃修訂、縮減或結算

Amendments to HKAS 28

Long-term Interests in Associates and Joint Ventures

香港會計準則第28號 (修訂本)

於聯營公司及合營公司 之長期權益

Amendments to HKFRSs

Annual Improvements to HKFRSs 20152017 Cycle

香港財務報告準則 (修訂本)

香港財務報告準則二零 一五年至二零一七年 週期之年度改進

租賃

主要會計政策(續)

PRINCIPAL ACCOUNTING POLICIES (Cont’d) PRINCIPAL ACCOUNTING POLICIES (Cont’d)

2.

2.

The Group applied the following accounting policies in accordance with the transition provisions of HKFRS 16.

For contracts entered into or modified on or after the date of initial application, the Group assesses whether a contract is or contains a lease based on the definition under HKFRS 16 at inception or modification date. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed. As a lessee

租賃的定義

就於初始應用日期或之後訂立或修訂的 合約而言,本集團根據香港財務報告準 則第16號的定義於合約開始或修改日期 評估該合約是否屬租賃或包含租賃。除 非合約的條款及條件其後出現變動,否 則將不會重新評估有關合約。 作為承租人 短期租賃 本集團對租賃期為自開始日期起計12個 月或以下且不包含購買權的租賃物業租 賃應用短期租賃確認豁免。短期租賃的 租賃付款於租賃期內按直線法確認為開 支。

Short-term leases

6 LVGEM (CHINA) REAL ESTATE INVESTMENT COMPANY LIMITED Interim Report 2020

The Group applies the short-term lease recognition exemption to leases of rental premises that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. Lease payments on short-term leases are recognised as expense on a straightline basis over the lease term.

綠景(中國)地產投資有限公司 7 二零二零年中期報告


CONTENT 2

Corporate Information

4

Management Discussion and Analysis

14

Other Information

23

Report on Review of Interim Condensed Consolidated Financial Statements

24

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

25

Condensed Consolidated Statement of Financial Position

27

Condensed Consolidated Statement of Changes in Equity

29

Condensed Consolidated Statement of Cash Flows

30

Notes to the Condensed Consolidated Financial Statements


Dongyue Group Limited Interim Report 2020

Dongyue Group Limited Interim Report 2020

Management Discussion and Analysis

Management Discussion and Analysis

Business Review After experiencing a significant increase in the past two years, the operating results of the Group has declined during the period under review. From the overall situation, changes in domestic and overseas economic conditions have posed great impact on the results for the period. During the first half of the year, the growth rate of domestic economy has been slowing down, while the international trade situation was not favourable since trade conflicts between China and the United States has further exerted pressure on the economy. Under the influence of various factors, the market demand for fluorosilicone in the first half of the year was not stable and the product prices fluctuated to a larger extent, resulting in a greater impact on the Group’s results during the first half of this year. Despite all these challenges, the Group was still able to obtain the following achievements: 1.

2.

3.

For production, the Group was operating with stability. Amid the volatile market condition, utilization rate of devices reached a relatively high level and the upstream and the downstream of the supply chain cooperated smoothly which guaranteed the stability of production and laid a foundation for market development for the Group. In respect of sales, the Group seized the market and managed to balance the production and sales of its products. Sales volume of certain major products even slightly increased in a generally weak environment. Although the market was difficult, the Group actively implemented strategies for production and sales to further strengthen the Group’s leading position in the industry. Regarding safety and environmental protection, the Group maintained a serious and cautious attitude. In the first half of the year, the Group joined hands with various capable third-party institutions in order to facilitate multi-dimensional management enhancement and improvement to the Group’s safety, environmental protection, occupational safety and other aspects so as to effectively ensure the efficient operation of the supply chain of the Group. During the period, the Group established a comprehensive professional assessment mechanism which covers aspects including behavioural safety, equipment safety, process safety, electrical instrument safety and environmental protection management, gradually forming a safety and environmental protection management culture for Dongyue of “to review instead of pushing hard; to explain rules with examples”. Meanwhile, the Group has also vigorously put its effort in emission reduction. Water discharges of the Group decreased continuously and some of our subsidiaries achieved the goal of “zero” discharge of waste water.

4.

During the period, some subsidiaries of the Group established branches in Beijing and Shanghai and built R&D centers. This initiative is conducive to attracting professionals and expanding the R&D team. In addition, the “621” Climbing Plan launched by the Group has established joint laboratories with 13 universities in the first half of this year, and has carried out more than 20 cooperation projects. In the current period, it has hired and integrated 116 educated talents including academicians, academic leaders, professors, and doctors. We have reserved talents and technology for the development of the Group.

5.

In terms of internal control, the Group’s improved internal control system functions have been fully utilized in recent years. During the period, the Group’s internal auditing efforts were strengthened, errors were timely corrected. The Group enhanced risk prevention and control, created an auditing supervision model and an auditing service system under the new format, and effectively fulfilled the auditing supervision function to ensure the stable development of the Group.

6.

The Group has further improved itself in terms of automatization and informatization. During the period, upon adjustment by the automatization system, the self-control rate and the stability rate of devices of the Group were generally enhanced. Abnormal vehicle breakdown and impacts on production caused by malfunction of factors such as craft, electricity, meter, equipment were reduced significantly; informatized management for unattended weighbridge and hazardous chemicals vehicles was put into operation, enhancing measurement efficiency and lowering transportation risks.

7.

Besides, many subsidiaries of the Group were recognized as high and new technology enterprise, which are encircled to enjoying preferential tax rate policies, saving a large amount of taxes for the Group.

In terms of technology, the Group has always adhered to independent innovation and vigorously improved its research and development capabilities. During the period, the Group’s research and development expenses increased significantly yearon-year. In terms of the achievement of research and development, the Group completed 12 projects of technological transformation, environmental protection and automation upgrading, and expanded 2 production projects. It applied for 9 patents and obtained 11 patents. The improvement of technology has reduced the unit consumption of various major products in the first half of the year, and the consumption of raw materials and electricity consumption has decreased year-on-year. This has played an important role in reducing costs and increasing efficiency, and has played a buffering role in the decline in performance caused by market factor. At the same time, the research and development of new products also laid a solid foundation for the future market development, among which, the high-density low-pore pressure chlorinated ion-exchange membrane and ETFE resin have passed the scientific and technological achievements appraisal of the Petrochemical Union, which also demonstrated the leading position of the Group in the industry.

2

3


Dongyue Group Limited Interim Report 2020

Dongyue Group Limited Interim Report 2020

Condensed Consolidated Statement of Financial Position

Condensed Consolidated Statement of Financial Position

At 30 June 2020

At 30 June 2020

Notes

Non-current assets Property, plant and equipment Right-of-use assets Prepayments for purchase of property, plant and equipment Prepaid lease payments Intangible assets Equity investments at fair value through other comprehensive income Deferred tax assets Goodwill

At 30 June 2020 RMB’000 (unaudited)

At 31 December 2019 RMB’000 (audited)

4,043,231 694,464 152,918 – 80,936 1,609,798 168,834 123,420

3,860,200 – 89,160 535,564 82,237 1,801,394 213,741 123,420

10

10 11

985,191 3,058,570 – 1,815,190 16,384 223,820 3,388,451 9,487,606

Current liabilities Trade and other payables Contract liabilities Borrowings Dividend payable Tax liabilities Lease liabilities Deferred income

At 31 December 2019 RMB’000 (audited)

3,608,747

4,292,594

10,482,348

10,998,310

200,397 7,887,171

200,397 8,136,209

Equity attributable to the owners of the Company Non-controlling interests

8,087,568 869,889

8,336,606 1,055,593

Total equity

8,957,457

9,392,199

Non-current liabilities Deferred income Deferred tax liabilities Borrowings Lease liabilities

269,893 130,230 1,078,000 46,768

285,782 111,029 1,209,300 –

1,524,891

1,606,111

10,482,348

10,998,310

Notes

Net current assets 9

6,873,601 Current assets Inventories Properties for sale Prepaid lease payments Trade and other receivables Tax receivables Pledged bank deposits Bank balances and cash

At 30 June 2020 RMB’000 (unaudited)

12 13

6,705,716

1,106,721 3,033,638 15,766 1,967,730 – 363,133 3,331,147

Total assets less current liabilities Capital and reserves Share capital Reserves

14

9,818,135

2,405,334 1,870,039 923,700 650,400 – 3,995 25,391

2,701,711 1,632,556 873,150 – 296,488 – 21,636

5,878,859

5,525,541

The condensed consolidated financial statements on pages 24 to 48 were approved and authorised for issue by the Board of Directors on 15 August 2019 and are signed on its behalf by: Zhang Jianhong

Zhang Zhefeng

Director

Director

The notes on pages 24 to 48 form part of these condensed consolidated financial statements.

4

5


Dongyue Group Limited Interim Report 2020

Dongyue Group Limited Interim Report 2020

Notes to the Condensed Consolidated Financial Statements

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

1. Basis of preparation The condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” as well as with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

2. Principal accounting policies (Continued) a.

For the six months ended 30 June 2020

2. Principal accounting policies (Continued) a.

New definition of a lease The change in the definition of a lease mainly relates to the concept of control. IFRS 16 defines a lease on the basis of whether a customer controls the use of an identified asset for a period of time, which may be determined by a defined amount of use. Control is conveyed where the customer has both the right to direct the use of the identified asset and to obtain substantially all the economic benefits from that use.

New definition of a lease (Continued) New definition of a lease (Continued) New definition of a lease (Continued) New definition of a lease (Continued) The condensed consolidated financial statements have been prepared on the historical cost basis. The accounting policies and the methods of computation used in the condensed consolidated financial statements for the six months ended 30 June 2019 are the same as those followed in the preparation of the Group’s annual financial statements for the year ended 31 December 2018.

The Group applies the new definition of a lease in IFRS 16 only to contracts that were entered into or changed on or after 1 January 2019. For contracts entered into before 1 January 2019, the Group has used the transitional practical expedient to grandfather the previous assessment of which existing arrangements are or contain leases. Accordingly, contracts that were previously assessed as leases under IAS 17 continue to be accounted for as leases under IFRS 16 and contracts previously assessed as non-lease service arrangements continue to be accounted for as executory contracts.

b. Lessee accounting and transitional impact IFRS 16 eliminates the requirement for a lessee to classify leases as either operating leases or finance leases, as was previously required by IAS 17. Instead, the Group is required to capitalise all leases when it is the lessee, including leases

Except for IFRS 16, Leases, none of the developments have had a material effect on how the Group’s results and financial

previously classified as operating leases under IAS 17, other than those short-term leases and leases of low-value assets

position for the current or prior periods have been prepared or presented. The Group has not applied any new standard

which are exempt. As far as the Group is concerned, these newly capitalised leases are primarily in relation to property,

or interpretation that is not yet effective for the current accounting period.

plant and equipment and land use right. For an explanation of how the Group applies lessee accounting.

IFRS 16 replaces IAS 17, Leases, and the related interpretations, IFRIC 4, Determining whether an arrangement contains a

At the date of transition to IFRS 16 (i.e. 1 January 2019), the Group determined the length of the remaining lease terms and

lease, SIC 15, Operating leases—incentives, and SIC 27, Evaluating the substance of transactions involving the legal form

measured the lease liabilities for the leases previously classified as operating leases at the present value of the remaining

of a lease. It introduces a single accounting model for lessees, which requires a lessee to recognise a right-of-use asset

lease payments, discounted using the relevant incremental borrowing rates at 1 January 2019. The weighted average of

and a lease liability for all leases, except for leases that have a lease term of 12 months or less (“short-term leases”) and

the incremental borrowing rates used for determination of the present value of the remaining lease payments was 4.51%.

leases of low-value assets. The lessor accounting requirements are brought forward from IAS 17 substantially unchanged. To ease the transition to IFRS 16, the Group applied the following recognition exemption and practical expedients at IFRS 16 also introduces additional qualitative and quantitative disclosure requirements which aim to enable users of

the date of initial application of IFRS 16:

the financial statements to assess the effect that leases have on the financial position, financial performance and cash flows of an entity.

(i)

the Group elected not to apply the requirements of IFRS 16 in respect of the recognition of lease liabilities and right-of-use assets to leases for which the remaining lease term ends within 12 months from the date of initial application of IFRS 16, i.e. where the lease term ends on or before 31 December 2019;

Further details of the nature and effect of the changes to previous accounting policies and the transition options applied are set out below: (ii)

when measuring the lease liabilities at the date of initial application of IFRS 16, the Group applied a single discount rate to a portfolio of leases with reasonably similar characteristics; and

(iii) when measuring the right-of-use assets at the date of initial application of IFRS 16, the Group relied on the previous assessment for onerous contract provisions as at 31 December 2018 as an alternative to performing an impairment review.

6

7


CONTENT 2

Corporate Information

4

Management Discussion and Analysis

14

Other Information

23

Report on Review of Interim Condensed Consolidated Financial Statements

24

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

25

Condensed Consolidated Statement of Financial Position

27

Condensed Consolidated Statement of Changes in Equity

29

Condensed Consolidated Statement of Cash Flows

30

Notes to the Condensed Consolidated Financial Statements


Dongyue Group Limited Interim Report 2020

Dongyue Group Limited Interim Report 2020

Management Discussion and Analysis

Management Discussion and Analysis

Business Review After experiencing a significant increase in the past two years, the operating results of the Group has declined during the period under review. From the overall situation, changes in domestic and overseas economic conditions have posed great impact on the results for the period. During the first half of the year, the growth rate of domestic economy has been slowing down, while the international trade situation was not favourable since trade conflicts between China and the United States has further exerted pressure on the economy. Under the influence of various factors, the market demand for fluorosilicone in the first half of the year was not stable and the product prices fluctuated to a larger extent, resulting in a greater impact on the Group’s results during the first half of this year. Despite all these challenges, the Group was still able to obtain the following achievements: 1.

2.

3.

For production, the Group was operating with stability. Amid the volatile market condition, utilization rate of devices reached a relatively high level and the upstream and the downstream of the supply chain cooperated smoothly which guaranteed the stability of production and laid a foundation for market development for the Group. In respect of sales, the Group seized the market and managed to balance the production and sales of its products. Sales volume of certain major products even slightly increased in a generally weak environment. Although the market was difficult, the Group actively implemented strategies for production and sales to further strengthen the Group’s leading position in the industry. Regarding safety and environmental protection, the Group maintained a serious and cautious attitude. In the first half of the year, the Group joined hands with various capable third-party institutions in order to facilitate multi-dimensional management enhancement and improvement to the Group’s safety, environmental protection, occupational safety and other aspects so as to effectively ensure the efficient operation of the supply chain of the Group. During the period, the Group established a comprehensive professional assessment mechanism which covers aspects including behavioural safety, equipment safety, process safety, electrical instrument safety and environmental protection management, gradually forming a safety and environmental protection management culture for Dongyue of “to review instead of pushing hard; to explain rules with examples”. Meanwhile, the Group has also vigorously put its effort in emission reduction. Water discharges of the Group decreased continuously and some of our subsidiaries achieved the goal of “zero” discharge of waste water.

4.

During the period, some subsidiaries of the Group established branches in Beijing and Shanghai and built R&D centers. This initiative is conducive to attracting professionals and expanding the R&D team. In addition, the “621” Climbing Plan launched by the Group has established joint laboratories with 13 universities in the first half of this year, and has carried out more than 20 cooperation projects. In the current period, it has hired and integrated 116 educated talents including academicians, academic leaders, professors, and doctors. We have reserved talents and technology for the development of the Group.

5.

In terms of internal control, the Group’s improved internal control system functions have been fully utilized in recent years. During the period, the Group’s internal auditing efforts were strengthened, errors were timely corrected. The Group enhanced risk prevention and control, created an auditing supervision model and an auditing service system under the new format, and effectively fulfilled the auditing supervision function to ensure the stable development of the Group.

6.

The Group has further improved itself in terms of automatization and informatization. During the period, upon adjustment by the automatization system, the self-control rate and the stability rate of devices of the Group were generally enhanced. Abnormal vehicle breakdown and impacts on production caused by malfunction of factors such as craft, electricity, meter, equipment were reduced significantly; informatized management for unattended weighbridge and hazardous chemicals vehicles was put into operation, enhancing measurement efficiency and lowering transportation risks.

7.

Besides, many subsidiaries of the Group were recognized as high and new technology enterprise, which are encircled to enjoying preferential tax rate policies, saving a large amount of taxes for the Group.

In terms of technology, the Group has always adhered to independent innovation and vigorously improved its research and development capabilities. During the period, the Group’s research and development expenses increased significantly yearon-year. In terms of the achievement of research and development, the Group completed 12 projects of technological transformation, environmental protection and automation upgrading, and expanded 2 production projects. It applied for 9 patents and obtained 11 patents. The improvement of technology has reduced the unit consumption of various major products in the first half of the year, and the consumption of raw materials and electricity consumption has decreased year-on-year. This has played an important role in reducing costs and increasing efficiency, and has played a buffering role in the decline in performance caused by market factor. At the same time, the research and development of new products also laid a solid foundation for the future market development, among which, the high-density low-pore pressure chlorinated ion-exchange membrane and ETFE resin have passed the scientific and technological achievements appraisal of the Petrochemical Union, which also demonstrated the leading position of the Group in the industry.

2

3


Dongyue Group Limited Interim Report 2020

Dongyue Group Limited Interim Report 2020

Condensed Consolidated Statement of Financial Position

Condensed Consolidated Statement of Financial Position

At 30 June 2020

At 30 June 2020

Notes

Non-current assets Property, plant and equipment Right-of-use assets Prepayments for purchase of property, plant and equipment Prepaid lease payments Intangible assets Equity investments at fair value through other comprehensive income Deferred tax assets Goodwill

At 30 June 2020 RMB’000 (unaudited)

At 31 December 2019 RMB’000 (audited)

4,043,231 694,464 152,918 – 80,936 1,609,798 168,834 123,420

3,860,200 – 89,160 535,564 82,237 1,801,394 213,741 123,420

10

10 11

985,191 3,058,570 – 1,815,190 16,384 223,820 3,388,451 9,487,606

Current liabilities Trade and other payables Contract liabilities Borrowings Dividend payable Tax liabilities Lease liabilities Deferred income

At 31 December 2019 RMB’000 (audited)

3,608,747

4,292,594

10,482,348

10,998,310

200,397 7,887,171

200,397 8,136,209

Equity attributable to the owners of the Company Non-controlling interests

8,087,568 869,889

8,336,606 1,055,593

Total equity

8,957,457

9,392,199

Non-current liabilities Deferred income Deferred tax liabilities Borrowings Lease liabilities

269,893 130,230 1,078,000 46,768

285,782 111,029 1,209,300 –

1,524,891

1,606,111

10,482,348

10,998,310

Notes

Net current assets 9

6,873,601 Current assets Inventories Properties for sale Prepaid lease payments Trade and other receivables Tax receivables Pledged bank deposits Bank balances and cash

At 30 June 2020 RMB’000 (unaudited)

12 13

6,705,716

1,106,721 3,033,638 15,766 1,967,730 – 363,133 3,331,147

Total assets less current liabilities Capital and reserves Share capital Reserves

14

9,818,135

2,405,334 1,870,039 923,700 650,400 – 3,995 25,391

2,701,711 1,632,556 873,150 – 296,488 – 21,636

5,878,859

5,525,541

The condensed consolidated financial statements on pages 24 to 48 were approved and authorised for issue by the Board of Directors on 15 August 2019 and are signed on its behalf by: Zhang Jianhong

Zhang Zhefeng

Director

Director

The notes on pages 24 to 48 form part of these condensed consolidated financial statements.

4

5


Dongyue Group Limited Interim Report 2020

Dongyue Group Limited Interim Report 2020

Notes to the Condensed Consolidated Financial Statements

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 June 2020

1. Basis of preparation The condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” as well as with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

2. Principal accounting policies (Continued) a.

For the six months ended 30 June 2020

2. Principal accounting policies (Continued) a.

New definition of a lease The change in the definition of a lease mainly relates to the concept of control. IFRS 16 defines a lease on the basis of whether a customer controls the use of an identified asset for a period of time, which may be determined by a defined amount of use. Control is conveyed where the customer has both the right to direct the use of the identified asset and to obtain substantially all the economic benefits from that use.

New definition of a lease (Continued) New definition of a lease (Continued) New definition of a lease (Continued) New definition of a lease (Continued) The condensed consolidated financial statements have been prepared on the historical cost basis. The accounting policies and the methods of computation used in the condensed consolidated financial statements for the six months ended 30 June 2019 are the same as those followed in the preparation of the Group’s annual financial statements for the year ended 31 December 2018.

The Group applies the new definition of a lease in IFRS 16 only to contracts that were entered into or changed on or after 1 January 2019. For contracts entered into before 1 January 2019, the Group has used the transitional practical expedient to grandfather the previous assessment of which existing arrangements are or contain leases. Accordingly, contracts that were previously assessed as leases under IAS 17 continue to be accounted for as leases under IFRS 16 and contracts previously assessed as non-lease service arrangements continue to be accounted for as executory contracts.

b. Lessee accounting and transitional impact IFRS 16 eliminates the requirement for a lessee to classify leases as either operating leases or finance leases, as was previously required by IAS 17. Instead, the Group is required to capitalise all leases when it is the lessee, including leases

Except for IFRS 16, Leases, none of the developments have had a material effect on how the Group’s results and financial

previously classified as operating leases under IAS 17, other than those short-term leases and leases of low-value assets

position for the current or prior periods have been prepared or presented. The Group has not applied any new standard

which are exempt. As far as the Group is concerned, these newly capitalised leases are primarily in relation to property,

or interpretation that is not yet effective for the current accounting period.

plant and equipment and land use right. For an explanation of how the Group applies lessee accounting.

IFRS 16 replaces IAS 17, Leases, and the related interpretations, IFRIC 4, Determining whether an arrangement contains a

At the date of transition to IFRS 16 (i.e. 1 January 2019), the Group determined the length of the remaining lease terms and

lease, SIC 15, Operating leases—incentives, and SIC 27, Evaluating the substance of transactions involving the legal form

measured the lease liabilities for the leases previously classified as operating leases at the present value of the remaining

of a lease. It introduces a single accounting model for lessees, which requires a lessee to recognise a right-of-use asset

lease payments, discounted using the relevant incremental borrowing rates at 1 January 2019. The weighted average of

and a lease liability for all leases, except for leases that have a lease term of 12 months or less (“short-term leases”) and

the incremental borrowing rates used for determination of the present value of the remaining lease payments was 4.51%.

leases of low-value assets. The lessor accounting requirements are brought forward from IAS 17 substantially unchanged. To ease the transition to IFRS 16, the Group applied the following recognition exemption and practical expedients at IFRS 16 also introduces additional qualitative and quantitative disclosure requirements which aim to enable users of

the date of initial application of IFRS 16:

the financial statements to assess the effect that leases have on the financial position, financial performance and cash flows of an entity.

(i)

the Group elected not to apply the requirements of IFRS 16 in respect of the recognition of lease liabilities and right-of-use assets to leases for which the remaining lease term ends within 12 months from the date of initial application of IFRS 16, i.e. where the lease term ends on or before 31 December 2019;

Further details of the nature and effect of the changes to previous accounting policies and the transition options applied are set out below: (ii)

when measuring the lease liabilities at the date of initial application of IFRS 16, the Group applied a single discount rate to a portfolio of leases with reasonably similar characteristics; and

(iii) when measuring the right-of-use assets at the date of initial application of IFRS 16, the Group relied on the previous assessment for onerous contract provisions as at 31 December 2018 as an alternative to performing an impairment review.

6

7


Important Notice I.

The board of directors, the board of supervisors and the directors, supervisors and senior management of the Company hereby warrant that the information contained in this interim report is true, accurate and complete and contains no false representations, misleading statements or material omissions and assume joint and several liabilities therefor.

II.

All directors of the Company attended the second meeting of the seventh session of the board of directors convened on 29 August 2019, at which resolutions including the interim results of the Company for the six months ended 30 June 2019 were approved.

III.

This interim report is unaudited. The board of directors and the audit committee of the Company have reviewed and confirmed this financial report.

IV.

Zhou Jun, the person in charge of the Company, Cho Man, the principal in charge of accounting, and Shen Bo, head of the Accounting Department (Chief Financial Officer), hereby declare that they warrant the truthfulness, accuracy and completeness of the financial statements contained in this interim report.

V.

The plan for profit distribution or conversion of capital reserve fund into share capital for the Reporting Period considered by the board of directors None

VI.

Risk statements regarding the forward-looking statements ✓ Applicable

Not applicable

The forward-looking statements, such as future plans and development trends, contained in this report do not constitute any substantive commitment by the Company to the investors. Investors are advised to be aware of the investment risks involved. VII.

Is there any appropriation of funds by the controlling shareholders and their connected parties that is unrelated to operation

Contents Chapter 1

Definitions

2

Chapter 2

Basic Corporate Information and Major Financial Indicators

4

Chapter 3

An Overview of Company Businesses

8

Chapter 4

Report of the Board of Directors

10

Chapter 5

Significant Events

22

Chapter 6

Changes in Ordinary Shares and Information about Shareholders

36

Chapter 7

Information Related to Preference Shares

42

Chapter 8

Directors, Supervisors, Senior Management

43

Chapter 9

Relevant Information of the Corporate Bonds

47

Chapter 10

Financial Report

51

Chapter 11

Catalogue of Documents Available for Inspection

52

No VIII.

Is there any instance of providing external guarantee that is in breach of the established decision making procedure No

IX.

Significant Risks During the Reporting Period, there are no significant risks that have substantive significant effect on operation and management of the Company. The Company has already explained all the risks and corresponding measures that the Company might face in the operation and management. Please refer to the “Potential Risk Factors� set out in the Report of the Board of Directors, Chapter 4.

Shanghai Pharmaceuticals Holding Co., Ltd.

Interim Report 2018

1


Chapter 3 An Overview of Company Businesses I.

INTRODUCTION OF THE MAIN BUSINESSES, OPERATION MODEL AND INDUSTRY SITUATION OF THE COMPANY FOR THE REPORTING PERIOD Shanghai Pharma is a leading integrated industrial group in China’s pharmaceutical manufacturing and services industry. As the core enterprise subordinate to the grand health sector of SIIC, the controlling shareholder of Shanghai Pharma, it is mainly engaged in pharmaceutical manufacturing, distribution, and retail, with unique comprehensive advantages in industry chain that enable it to be continuously driven by major links of the value chain of the pharmaceutical industry. With building a Chinese leading pharmaceutical enterprise with international competitiveness and influence as its strategic goal, the Company pushes forward four transformative development strategies with technological innovation at the core. To achieve this, it puts more efforts into innovation, deepens intensive development, expands international presence, strengthens capital operations, and introduces market-oriented mechanisms, so as to continuously deliver long-term value for shareholders and

Chapter 3 An Overview of Company Businesses

During the Reporting Period, the Company was ranked: •

941st in Forbes Global 2000 for 2019;

61st in Fortune China 500 published by Fortune China;

3rd among China’s Top 100 Chemical Drug Companies for 2018 published by Medical Economic Report (醫藥經濟報).

II. EXPLANATION OF MATERIAL CHANGES IN ASSET DURING THE REPORTING PERIOD ✓ Applicable

Not Applicable Unit: RMB

contribute to the building of a healthy China and the lives and health of the people.

Changes in Consolidated on

Pharmaceutical Manufacturing: The Company’s pharmaceutical manufacturing business covers the development, production and sales of drugs, with main products focusing on anti-tumor, auto-immune, psychoneural, cardiovascular and cerebrovascular, systemic anti-infection, and digestive metabolism

Main Assets

Consolidated on current amount as

Explanation of

30 June

31 December

compared to last

material changes

2020

2019

period (%)

(over 30%)

areas. Leveraging our efficient and coordinated sales, production, and research systems, we implement

Long-term equity investments

4,861,568,659.82

4,366,604,777.77

11.34

/

the “selling one generation, developing one generation, and exploring one generation” product planning

Fixed assets

8,862,122,138.90

8,596,168,427.30

3.09

/

Construction in progress

1,757,051,468.57

1,598,395,428.10

9.93

/

pharmaceutical manufacturing business develops first-rate comprehensive strength in the pharmaceutical

Intangible assets

4,029,524,975.20

4,117,466,261.06

-2.14

/

industry in China.

Goodwill

11,483,589,547.98

11,345,286,075.81

1.22

/

for the focused sector to build a product chain that boasts technological advantages and meets the new clinical needs, and to provide safe, effective, and high-quality products for patients. As a result, the

Pharmaceutical Distribution: The Company’s pharmaceutical distribution business promotes the strategy of national presence and regional dominance. With a business network that directly covers 24 provinces, municipalities, and autonomous regions in China, the pharmaceutical distribution business now has the second largest business scale in China. The Company has established close strategic partnerships with major manufacturers of health product at home and abroad. It continues to provide high-quality

Among which, overseas assets amounted to 288,071.12 (Unit: RMB0’000), the proportion to the total assets is 2.15%. Details of changes in other main assets are set out in “I/(III) Analysis on Assets and Liabilities” of Chapter 4.

supply chain solutions and health services to patients, customers and partners through innovations in information technology and logistics technology, thereby securing the Company’s leading position in the pharmaceutical distribution industry. Pharmaceutical Retail: The retail business sales of the Company ranked the top of the national pharmaceutical retail industry. It has over 2,000 chained pharmacies in various forms in 16 provinces and municipalities in China, including retail chain drug stores, drug stores in the vicinity of hospitals, and

III. CORE COMPETITIVENESS ANALYSIS DURING THE REPORTING PERIOD ✓ Applicable

Not Applicable

The Company had not experienced significant changes in the core competitiveness during the Reporting Period.

specialized drug stores. Among them, Shanghai Huashi Pharmacy is the leading pharmaceutical retail chained enterprise in East China.

2

Shanghai Pharmaceuticals Holding Co., Ltd.

Interim Report 2020

3


Interim Condensed Consolidated Balance Sheet

Note

Interim Condensed Consolidated Balance Sheet

Unaudited

Audited

30 June 2020

31 December 2019

RMB’000

RMB’000

Note

Unaudited

Audited

30 June 2020

31 December 2019

RMB’000

RMB’000

Equity attributable to owners of the company

Assets Non-current assets Land use rights

7

1,494,579

Investment properties

7

234,745

240,598

Property, plant and equipment

7

11,433,608

11,007,626

Other reserves

Intangible assets

7

14,269,926

14,199,103

Retained earnings

Right-of-use assets

3

2,839,633

Investments in jointly controlled entities

8

806,308

725,361

Investments in associates

9

4,055,261

3,641,244

Deferred income tax assets

14

1,174,657

1,037,925

183,951

162,312

Financial asset at fair value through profit or loss

319,494

119,649

Other non-current prepayments

491,673

657,079

Other long-term receivables

178,166

315,975

35,987,422

33,601,451

Financial assets at fair value through other comprehensive income

Share capital

11

Share premium

Non-controlling interests Total equity

2,842,089

2,842,089

16,404,566

16,405,945

448,076

434,897

20,390,748

19,330,644

40,085,479

39,013,575

7,752,513

7,419,696

47,837,992

46,433,271

9,134,825

9,620,298

1,009,329

Liabilities Non-current liabilities Borrowings

13

Lease liabilities Provisions

Current assets Inventories Trade and other receivables and other current asset Derivative financial instruments

10

23,877,795

25,024,010

53,450,558

48,014,842

2,893

5,190

1,820,788

1,532,866

Financial assets at fair value through other comprehensive income Restricted cash Cash and cash equivalents

3,383,157

2,089,114

15,391,563

16,605,555

Deferred income tax liabilities

14

93,361

93,361

834,388

866,912

49,353

51,947

Other non-current liabilities

546,899

632,105

Other long-term payables

425,864

471,674

12,094,019

11,736,297

50,262,624

44,587,915

1,162,745

1,357,137

Termination benefit obligations

Current liabilities 97,926,754

93,271,577

Trade and other payables and other current liabilities

12

Contract Liabilities Assets classified as held for sale

Total assets

6,304

97,926,754

93,277,881

133,914,176

126,879,332

Lease liabilities Derivative financial instruments Current income tax liabilities Borrowings

Total liabilities

Total equity and liabilities

13

465,353

487

458

529,377

732,893

21,561,579

22,031,361

73,982,165

68,709,764

86,076,184

80,446,061

133,914,176

126,879,332

The above condensed consolidated balance sheet should be read in conjunction with the accompanying notes.

4

Shanghai Pharmaceuticals Holding Co., Ltd.

Interim Report 2020

5


Notes to the Interim Condensed Consolidated Financial Information

Notes to the Interim Condensed Consolidated Financial Information

1. GENERAL INFORMATION

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Shanghai Pharmaceuticals Holding Co., Ltd. (the “Company”) and its subsidiaries (together the “Group”) are principally engaged in following activities: •

Research and development, manufacturing and sale of pharmaceutical and healthcare products, and rendering of professional service in respect of medical equipment;

Pharmaceutical distribution, warehousing, logistics, and other value-added pharmaceutical supply chain solutions and related services to pharmaceutical manufacturers and dispensers, such as hospitals, distributors and retail pharmacies; and

Operation of a network of retail pharmacy stores.

The Company was incorporated in the People’s Republic of China (the “PRC”). The address of the Company’s registered office is No. 92 Zhangjiang Road, China (Shanghai) Pilot Free Trade Zone.

3.1 New and amended standards adopted by the Group (continued) New and amended standards adopted by the Group (continued) New and amended standards adopted by the Group (continued) New and amended standards adopted by the Group (continued) A number of new or amended standards became applicable for the current reporting period and the Group had to change its accounting policies and make modified retrospective as a result of adopting HKFRS 16 Leases. The impact of the adoption of the leasing standard and the new accounting policies are disclosed in Note 3.2 below. The other standards did not have any impact on the Group’s accounting policies and did not require retrospective adjustments.

3.2 Impact of changes in accounting policies (a)

Impact on the financial statements

The Company’s shares have been listed on The Stock Exchange of Hong Kong Limited since May 2011.

This note explains the impact of the adoption of HKFRS 16 Leases on the Group’s financial

This condensed consolidated interim financial information is presented in RMB, unless otherwise stated. This

in Note 3.2 (b) below.

statements and discloses the new accounting policies that have been applied from 1 January 2019

condensed consolidated interim financial information was approved for issue by the Board of Directors on 29

The Group has adopted HKFRS 16 using modified retrospective approach from 1 January 2019,

August 2019.

and has not restated comparatives for the 2018 reporting period, as permitted under the specific transitional provisions in the standard. The reclassifications and the adjustments arising from the

2. BASIS OF PREPARATION This condensed consolidated interim financial report for the half-year reporting period ended 30 June 2019 has been prepared in accordance with HKAS 34 Interim Financial Reporting. The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2018 and any public announcements made by the Group during the interim reporting period.

new leasing rules are therefore recognised in the opening balance sheet on 1 January 2019. (b)

Adjustments recognised on adoption of HKFRS 16 On adoption of HKFRS 16, the Group recognised lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of HKAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 January 2019. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities on 1 January 2019 was 4.97%.

3. SIGNIFICANT ACCOUNTING POLICIES The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except for the adoption of new and amended standards as set out below. Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

6

Shanghai Pharmaceuticals Holding Co., Ltd.

Interim Report 2020

7


MANAGEMENT’S DISCUSSION AND ANALYSIS The following Management Discussion and Analysis of financial condition and results of operations (“MD&A”) is prepared as of August 14, 2019. It should be read in conjunction with the consolidated financial statements and notes thereto of China Gold International Resources Corp. Ltd. (referred to herein as “China Gold International”, the “Company”, “we” or “our” as the context may require) for the three and six months ended June 30, 2019 and the three and six months ended June 30, 2018, respectively. Unless the context otherwise provides, references in this MD&A to China Gold International or the Company refer to China Gold International and each of its subsidiaries collectively on a consolidated basis. The following discussion contains certain forward-looking statements relating to the Company’s plans, objectives, expectations and intentions, which are based on the Company’s current expectations and are subject to risks, uncertainties and changes in circumstances. Readers should carefully consider all of the information set out in this MD&A, including the risks and uncertainties outlined further in the Company’s Annual Information Form (“Annual Information Form” or “AIF”) dated March 26, 2019 on SEDAR at www.sedar.com. For further information on risks and other factors that could affect the accuracy of forward-looking statements and the result of operations of the Company, please refer to the sections titled “Forward-Looking Statements” and “Risk Factors” and to discussions elsewhere within this MD&A. China Gold International’s business, financial condition or results of operations could be materially and adversely affected by any of these risks.

FORWARD-LOOKING STATEMENTS Certain statements made herein, other than statements of historical fact relating to the Company, represent forward-looking information. In some cases, this forward-looking information can be identified by words or phrases such as “may”, “will”, “expect”, “anticipate”, “contemplates”, “aim”, “estimate”, “intend”, “plan”, “believe”, “potential”, “continue”, “is/are likely to”, “should” or the negative of these terms, or other similar expressions intended to identify forward-looking information. This forward-looking information includes, among other things; China Gold International’s production estimates, business strategies and capital expenditure plans; the development and expansion plans and schedules for the CSH Mine and the Jiama Mine; China Gold International’s financial condition; the regulatory environment as well as the general industry outlook; general economic trends in China; and statements respecting anticipated business activities, planned expenditures, corporate strategies, participation in projects and financing, and other statements that are not historical facts.

1

Interim Report 2020

MANAGEMENT’S DISCUSSION AND ANALYSIS Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended June 30, 2019. (Stated in U.S. dollars, except as otherwise noted)

FORWARD-LOOKING STATEMENTS THE COMPANY OVERVIEW PERFORMANCE HIGHLIGHTS OUTLOOK RESULTS OF OPERATIONS SELECTED QUARTERLY FINANCIAL DATA SELECTED QUARTERLY AND ANNUAL PRODUCTION DATA AND ANALYSIS REVIEW OF QUARTERLY DATA NON-IFRS MEASURES MINERAL PROPERTIES THE CSH MINE THE JIAMA MINE LIQUIDITY AND CAPITAL RESOURCES CASH FLOWS OPERATING CASH FLOW INVESTING CASH FLOW FINANCING CASH FLOW SIGNIFICANT INVESTMENTS, ACQUISITIONS AND DISPOSAL OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES, AND FUTURE PLAN FOR MATERIAL INVESTMENTS OF CAPITAL ASSETS CHARGE ON ASSETS EXPOSURE TO FLUCTUATIONS IN EXCHANGE RATES AND RELATED HEDGES COMMITMENTS AND CONTINGENCIES RELATED PARTY TRANSACTIONS PROPOSED TRANSACTIONS CRITICAL ACCOUNTING ESTIMATES CHANGE IN ACCOUNTING POLICIES FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS OFF-BALANCE SHEET ARRANGEMENTS DIVIDEND AND DIVIDEND POLICY OUTSTANDING SHARES DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING RISK FACTORS QUALIFIED PERSON ADDITIONAL INFORMATION

1 3 3 3 4 5 5 5 7 9 12 12 14 18 18 19 19 19

20 20 20 20 21 22 22 22 22 22 22 23 23 23 23 24


CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION At June 30, 2020 (unaudited)

At June 30, 2020 (unaudited)

NOTES

June 30, 2020 US$'000

December 31, 2019 US$'000 (audited)

Non-current liabilities Borrowings Deferred tax liabilities Deferred income Entrusted loan payable Environmental rehabilitation

12

Total liabilities Owners’ equity Share capital Reserves Retained profits

1,154,914 118,416 2,974 – 60,481

1,086,237 122,732 3,478 29,140 59,469

1,336,785

1,301,056

1,747,114

1,726,657

NOTES

Current assets Cash and cash equivalents Restricted bank balance Trade and other receivables Prepaid expenses and deposits Prepaid lease payments Inventories

Non-current assets Prepaid expense and deposits Right-of-use assets Prepaid lease payments Equity instruments at fair value through other comprehensive income Property, plant and equipment Mining rights

1,229,061 12,850 200,577

1,229,061 15,570 229,802

Non-controlling interests

1,442,488 14,538

1,474,433 14,805

Total owners’ equity

1,457,026

1,489,238

Total assets

Total liabilities and owners’ equity

3,204,140

3,215,895

Current liabilities Accounts and other payables and accrued expenses Contract liabilities Borrowings Entrusted loan payable Lease liabilities Tax liabilities

13

The condensed consolidated financial statements were approved and authorised for issue by the Board of Directors on August 14, 2019 and are signed on its behalf by:

Xin Song Director

Liangyou Jiang Director

Net current assets Total assets less current liabilities

3

Interim Report 2020

8

9

15 10 10

11 12

June 30, 2020 US$'000

December 31, 2019 US$'000 (audited)

175,245 7,504 27,837 6,176 – 268,089

137,996 16,100 23,303 4,107 446 282,958

484,851

464,910

30,485 14,789 – 14,131 1,744,013 915,871

30,813 – 14,515 20,230 1,765,360 920,067

2,719,289

2,750,985

3,204,140

3,215,895

269,951 33,588 74,282 29,092 60 3,356

292,013 4,593 123,921 – – 5,074

410,329

425,601

74,522

39,309

2,793,811

2,790,294

China Gold International Resources Corp. Ltd.

2


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For The Three and Six Months Ended June 30, 2020 (unaudited)

2.

PRINCIPAL ACCOUNTING POLICIES

1.

PRINCIPAL ACCOUNTING POLICIES PRINCIPAL ACCOUNTING POLICIES PRINCIPAL ACCOUNTING POLICIES PRINCIPAL ACCOUNTING POLICIES The condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair values. In the current interim period, the Group has applied the following new and revised International Financial Reporting Standards (“IFRSs”) which are mandatorily effective for the current interim period: IFRS 16 IFRIC 23 Amendments Amendments Amendments Amendments

to to to to

IFRS 9 IAS 19 IAS 28 IFRSs

For The Three and Six Months Ended June 30, 2020 (unaudited)

Leases Uncertainty over Income Tax Treatments Prepayment Features with Negative Compensation Plan Amendment, Curtailment or Settlement Long-term Interests in Associates and Joint Ventures Annual Improvements to IFRS Standards 2015 – 2017 Cycle

Except as described below, the application of the new and amendments to IFRSs in the current period has had no material impact on the Group’s financial positions and performance for the current and prior periods and/or on the disclosures set out in these condensed consolidated financial statements. The accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended June 30, 2019 are the same as those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2018.

GENERAL China Gold International Resources Corp. Ltd., (the “Company”) is a publicly listed company incorporated in British Columbia, Canada on May 31, 2000 with limited liability under the legislation of the Province of British Columbia and its shares are listed on the Toronto Stock Exchange (“TSX”) and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). The Company together with its subsidiaries (collectively referred to as the “Group”) is principally engaged in the acquisition, exploration, development and mining of mineral reserves in the People’s Republic of China (“PRC”). The Group considers that China National Gold Group Corporation (“CNG”), a state owned company registered in Beijing, PRC which is controlled by State-owned Assets Supervision and Administration Commission of the State Council of the PRC, is able to exercise significant influence over the Company. The head office, principal address and registered and records office of the Company are located at Suite 660, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia, Canada, V7X 1M4. The condensed consolidated financial statements have been prepared in accordance with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) as well as International Accounting Standard 34 Interim Financial Reporting (“IAS 34”) issued by the International Accounting Standards Board. The condensed consolidated financial statements are presented in United States Dollars (“US$”), which is the functional currency of the Company.

IFRS 16 Leases Transition and summary of effects arising from initial application of IFRS 16 The Group has adopted IFRS 16 for the annual period beginning January 1, 2019 using the modified retrospective approach and therefore the comparative information has not been restated and the cumulative effect of initially applying IFRS 16 has been recorded on January 1, 2019. On transition to IFRS 16, the Group recognised lease liabilities for leases which were previously classified as operating leases under IAS 17 Leases and IFRIC-Int 4 Determining whether an Arrangement contains a Lease. Therefore, the Group has not reassessed contracts which already existed prior to the date of initial application. These liabilities were measured at the present value of the remaining lease payments, discounted using the rate that reflects the weighted average lessee’s incremental borrowing rate of 3.6% as of January 1, 2019. As at January 1, 2019, the Group recognised additional lease liabilities and right-of-use assets at amounts equals to the related lease liabilities adjusted by any prepaid lease payments by applying IFRS 16.C8(b)(ii) transition.

5

Relied on the assessment of whether leases are onerous by applying IAS 37 Provisions, Contingent Liabilities and Contingent Assets as an alternative of impairment review;

Measure the right-of-use assets equal to the lease liability calculated;

Apply the recognition exemptions for low value leases and leases that end within 12 months of the date of initial application, and account for them as low value and short-term leases, respectively; and

Interim Report 2020

China Gold International Resources Corp. Ltd.

4


CONTENTS Corporate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Biographical Details of Directors and Senior Management. . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Report of the Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Corporate Governance Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Environmental, Social and Governance Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Consolidated Statement of Profit or Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Consolidated Statement of Profit or Loss and Other Comprehensive Income . . . . . . . . . . . . 48 Consolidated Statement of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Consolidated Statement of Cash Flows. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 Five Year Financial Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155 Properties Held by the Group for Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156


LETTER FROM THE BOARD

LETTER FROM THE BOARD

On behalf of the board (the “board”) of directors (the “directors”) of China Properties Investment Holdings Limited (the

The money lending business made a slight decrease during the year. For the year ended 31 March 2019, the group

“company”), I am pleased to present the annual results of the company and its subsidiaries (together the “group”) for

had a gross loan portfolio amounted to approximately HK$406.65 million with the average interest rate of 10.77%.

the year ended 31 March 2019 to the shareholders of the company (the “shareholders”).

The interest income generated from the money lending business was approximately HK$38.61 million for the year ended 31 March 2019, representing a decrease of approximately 9.56% in comparison with last year.

OPERATING RESULTS

OUTLOOK

For the year under review, the group’s turnover for the continuing operation was approximately HKD51.60 million (2018: approximately HKD61.76 million), representing a decrease of approximately 16.45% compared with last year. The

Going forward, the group will remain focused on developing its existing businesses in properties investment, financial

decrease in turnover was mainly due to decrease in loan interest income from the money lending business and income

services and money lending which will enhance the revenue steam of the group. In the meantime, the directors will

from the financial services business.

also look for other suitable investment opportunities from time to time so as to enhance the value of the company and its shareholders as a whole.

The audited net loss for the year was approximately HKD62.35 million (2018: approximately HKD569.46 million) and the basic loss per share was HK1.28 cents (2018: HK11.72 cents). The decrease in the net loss was mainly attributable to decrease in loss on dealing of financial assets at fair value through profit or loss and decrease in impairment loss on the available-for-sale investments of the group of the year ended 31 March 2019 as compared to those for the last year.

LIQUIDITY AND FINANCIAL RESOURCES As at 31 March 2019, the group’s net current assets were approximately HKD185.57 million (2018: approximately

The administrative and selling expenses of the group for the year amounted to approximately HKD82.07 million (2018: approximately HKD102.41 million). The finance cost of the group amounted to approximately HKD4.04 million (2018: approximately HKD3.03 million) which was incurred for the interest-bearing borrowings under the security of investment properties in Shanghai and the unconvertible bonds issued by the company.

HKD469.74 million), including cash and bank balances of approximately HKD47.38 million (2018: approximately HKD77.71 million). The group had borrowings of approximately HKD67.24 million as at 31 March 2019 (2018: approximately HKD38.11 million), of which 7.82%, 7.82%, 44.36%, 40.00% were due within 1 year, after 1 year but within 2 years, after 2 years but within 5 years, after 5 years respectively from balance sheet date. The gearing ratio, defined as the percentage of total debts to the total equity of the company, was approximately 12.52% (2018: 7.43%).

BUSINESS REVIEW During the year under review, the principal business activities of the group included the properties investment, money lending and financial services.

SIGNIFICANT INVESTMENTS

For the properties investment, as at 31 March 2019, the aggregate gross floor area of the investment properties being

Investment with fair value accounting for more than 5% of the group’s total assets was considered as significant

held by the group was approximately 7,004 square meters, approximately 100% of which was leased to third parties under operating leases with lease terms ranging up to twelve years. For the financial services, the wholly owned subsidiaries of the company, namely C.P. Securities International Limited, which is a licensed corporation to carry out Type 1 (dealing in securities) regulated activity under the Securities and Futures Ordinance (“SFO”) and C.P. Financial Management Limited, which is licensed under the SFO to carry on Type 9 (asset management) regulated activity, have engaged in financial services business of the group, including the provision of securities trading, margin financing, underwriting and assets management which help diversifying the businesses of the group and broaden the source of its income. For the year ended 31 March 2019, a segment revenue of approximately HKD3.27 million were recorded.

2

CHINA PROPERTIES INVESTMENT HOLDINGS LIMITED ANNUAL REPORT 2020

investment. The company has the following significant investments as at 31 March 2019. As at 31 March 2019, the company held approximately 310,250 participating shares (2018: approximately 310,250 participating shares) of the Avant Capital Dragon Fund SP (the “Dragon Fund”) with the total investment cost of HK$270 million. The Dragon Fund is a segregated portfolio of Avant Capital SPC which is an exempted segregated portfolio company incorporated under the laws of the Cayman Islands. The fair value of the Dragon Fund was approximately HKD42.71 million as at 31 March 2019 (2018: approximately HKD44.10 million). A loss on dealing of financial assets at fair value through profit or loss of approximately HK$1.39 million was recognized for the year ended 31 March 2019. The Dragon Fund represented 5.23% (2018: 5.63%) of the net assets value of the group at the year ended 31 March 2019 and there was no dividend being distributed by the Dragon Fund for the period under review.

CHINA PROPERTIES INVESTMENT HOLDINGS LIMITED ANNUAL REPORT 2020

3


CONSOLIDATED STATEMENT OF PROFIT OR LOSS

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the year ended 31 March 2019

For the year ended 31 March 2019

Revenue

2020

2019

Note

HK$000

HK$000

7

51,604

61,760

(2,321)

Cost of sales and services rendered

2020

2019

HK$000

HK$000

(62,354)

(569,456)

Basic

(HK1.28 cents)

(HK11.72 cents)

Diluted

(HK1.28 cents)

(HK11.72 cents)

Note Attributable to: Owners of the company

(2,493) LOSS PER SHARE

49,283

Gross profit

59,267

Valuation (loss)/gain on investment properties

16

(21,296)

Other income

8(a)

18,896

498

Other gains and losses

8(b)

422

(1,692)

Selling expenses Administrative expenses Other expenses

9(d)

Impairment loss of available-for-sale investments reclassified from equity to profit or loss Loss from operations

5,257

(177)

(179)

(81,892)

(102,235)

(28,738)

(153,154)

–

(564,094)

9(a)

(4,042)

(3,029)

Loss before taxation

9

(67,544)

(567,123)

Income tax credit/(expenses)

12

Loss for the year

4

CHINA PROPERTIES INVESTMENT HOLDINGS LIMITED ANNUAL REPORT 2020

5,190 (62,354)

The notes on pages 54 to 154 form part of these financial statements.

(371,856)

(63,502)

Finance costs

14

(2,333) (569,456)

CHINA PROPERTIES INVESTMENT HOLDINGS LIMITED ANNUAL REPORT 2020

5


NOTES TO THE FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 March 2020

For the year ended 31 March 2020

1.

2.

CORPORATE INFORMATION China Properties Investment Holdings Limited (the “company”) is an investment holding company. The principal activities of its subsidiaries are set out in note 17.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) b)

BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (Continued)

Basis of measurement (Continued)

The company was incorporated and domiciled in Bermuda with limited liability under the Companies Act (1981) of Bermuda and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). The registered office is located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

Basis of measurement (Continued)

The address of its principal place of business is Room 4303, 43/F., China Resources Building, 26 Harbour Road,

Items included in the financial statements of each entity in the group are measured using the currency

Wanchai, Hong Kong.

of the primary economic environment in which the entity operates (the “functional currency”). These financial statements are presented in Hong Kong Dollars (“HKD”), which is the functional currency of

2.

the company and the group’s presentation currency. All amounts are rounded to the nearest thousand

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) a)

except where otherwise indicated. The preparation of financial statements in conformity with HKFRSs requires management to make

STATEMENT OF COMPLIANCE

judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical

These financial statements have been prepared in accordance with all applicable Hong Kong Financial

experience and various other factors that are believed to be reasonable under the circumstances, the

Reporting Standards (“HKFRSs”), which collective term includes all applicable individual Hong Kong

results of which form the basis of making the judgements about carrying amount of assets and liabilities

Financial Reporting Standards, Hong Kong Accounting Standards (“HKASs”) and Interpretations issued

not readily apparent from other sources. Actual results may differ from these estimates.

by the Hong Kong Institute of Certified Public Accountants (“HKICPA”), accounting principles generally accepted in Hong Kong and the disclosure requirements of the Hong Kong Companies Ordinance. These

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

financial statements also comply with the applicable disclosure provisions of the Rules Governing the

estimates are recognised in the period in which the estimate is revised if the revision affects only that

Listing of Securities on The Stock Exchange of Hong Kong Limited.

period, or in the period of the revision and future periods if the revision affects both current and future periods.

The HKICPA has issued certain new and revised HKFRSs which are first effective or available for early adoption for current accounting period of the group. Note 2 provides information on any changes in

Judgements made by management in the application of HKFRSs that have significant effect on the

accounting policies resulting from initial application of these developments to the extent that they are

financial statements and major sources of estimation uncertainty are discussed in note 5.

relevant to the group for the current and prior accounting periods reflected in these financial statements.

b)

BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

c)

SUBSIDIARIES Subsidiaries are entities controlled by the group. The group controls an entity when it is exposed, or has

Basis of measurement The consolidated financial statements For the year ended 31 March 2019 comprise the company and its subsidiaries.

rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. When assessing whether the group has power, only substantive rights (held by the group and other parties) are considered. An investment in a subsidiary is consolidated into the consolidated financial statements from the date that control commences until the date that control ceases. Intra-group balances, transactions and cash flows and any unrealised profits arising from intra-group transactions are eliminated in full in preparing the consolidated financial statements. Unrealised losses resulting from intra-group transactions are eliminated in the same way as unrealised gains but only to the extent that there is no evidence of impairment.

6

CHINA PROPERTIES INVESTMENT HOLDINGS LIMITED ANNUAL REPORT 2020

CHINA PROPERTIES INVESTMENT HOLDINGS LIMITED ANNUAL REPORT 2020

7


Interim Report 2020

1

CONTENTS Sino Golf Holdings Limited INTERIM REPORT 2020

Corporate Information

2

Financial Highlights

4

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

5

Condensed Consolidated Statement of Financial Position

7

Condensed Consolidated Statement of Changes in Equity

9

Condensed Consolidated Statement of Cash Flows

11

Notes to the Condensed Consolidated Financial Information

12

Management Discussion and Analysis

31

Other Information

39


2

Sino Golf Holdings Limited

Interim Report 2020

3

FINANCIAL HIGHLIGHTS

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Results

For the six months ended 30 June 2020 For the six months ended 30 June 2020 HK$’000 (Unaudited)

Revenue from golf equipment segment from golf bags segment Gross profit

2019 HK$’000 (Unaudited)

Revenue

109,202

152,211

(28.3%)

Cost of sales

86,521 22,681

127,564 24,647

(32.2%) (8.0%)

Gross profit

12,979

15,568

(16.6%)

Selling and distribution expenses

(5,801)

(12,714)

(54.4%)

Loss for the period attributable to owners of the Company

(16,717)

(23,144)

(27.8%)

7

Finance costs

8

(0.32) –

HK cent

(0.44) –

INTERIM RESULTS The board (the “Board”) of directors (the “Directors”) of Sino Golf Holdings Limited (the “Company”) hereby announces the unaudited condensed consolidated interim results and financial position of the Company and its subsidiaries (collectively referred to as the “Group”) for the six months ended 30 June 2019 which have been reviewed by the Company’s audit committee, together with the comparative figures for the six months ended 30 June 2018 as follows.

109,202

152,211

(96,223)

(136,643)

12,979

15,568

2,356

1,200

(1,552)

(2,790)

(25,781)

(33,069)

(4,312)

(3,793)

(16,310)

(22,884)

Income tax expense

9

(407)

(260)

Loss for the period

10

(16,717)

(23,144)

Loss before tax

HK cent

Interim dividend per ordinary share

Other operating income

5

Administrative expenses

Loss before interest, tax, depreciation and amortisation

Loss per share Basic and diluted

Notes

Changes Decrease

Six months ended 30 June 2020 2019 HK$’000 HK$’000 (Unaudited) (Unaudited)

Other comprehensive income for the period: Item that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations

434

Other comprehensive income for the period

434

Total comprehensive expense for the period

(16,717)

(22,710)


4

Sino Golf Holdings Limited

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL INFORMATION For the six months ended 30 June 2020 1.

3.

5

PRINCIPAL ACCOUNTING POLICIES The condensed consolidated financial information has been prepared on the historical cost basis, except for certain leasehold land and buildings, which are measured at revalued amounts.

GENERAL - CONTINUED GENERAL - Continued GENERAL - Continued GENERAL - Continued GENERAL - Continued The Company was incorporated as an exempted company with limited liability in Bermuda under the Bermuda Companies Act. The shares of the Company are listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

Except as described below, the accounting policies used in the condensed consolidated financial information are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 31 December 2018. In the current interim period, the Group has applied, for the first time, the following new and amendments to Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the HKICPA which are effective for the annual period beginning on or after 1 January 2019 for the preparation of the Group’s condensed consolidated financial statements:

The principal activity of the Company is investment holding. The principal activities of the Group are manufacturing and trading of golf equipment, golf bags and accessories and the development of integrated resort in Saipan.

HKFRS 16 HK(IFRIC)-Interpretation 23 Amendments to HKFRS 9 Amendments to HKAS 19 Amendments to HKAS 28 Amendments to HKFRSs

The functional currency of the Company and its subsidiaries incorporated in Hong Kong is United States dollars (“US$”) while the functional currency of the subsidiaries established in the PRC and Saipan are Renminbi (“RMB”) and US$ respectively. The condensed consolidated financial information are presented in Hong Kong dollars (“HK$”) for the convenience of users of the condensed consolidated financial information as the Company is a listed company in Hong Kong.

The adoption of HKFRS 16 resulted in changes in the Group’s accounting policies and adjustments to the amounts recognised in the condensed consolidated interim financial information. The new accounting policies are set out in note 4 below. The application of other new and amendments to HKFRSs in the current period has had no material impact on the Group’s financial performance and positions for the current and prior periods and/ or on the disclosures set out in these condensed consolidated interim financial information.

The addresses of the registered office and principal place of business of the Company are disclosed in the section “Corporate Information” in this interim report.

2.

Interim Report 2020

BASIS OF PREPARATION The condensed consolidated financial information of the Group for the six months ended 30 June 2019 has been prepared in accordance with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) and with Hong Kong Accounting Standard (“HKAS”) 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”).

Leases Uncertainty over Income Tax Treatments Prepayment Features with Negative Compensation Plan Amendment, Curtailment or Settlement Long-term Interests in Associates and Joint Ventures Annual Improvements to HKFRSs 2015 – 2017 Cycle


Contents

2/

Company Profile

3/

Definitions

6/

Important Notice

7/

Corporate Information

9/

Financial Highlights

14 /

Overview of Operations

16 /

Discussion and Analysis

85 /

Changes in Share Capital and Shareholdings of Shareholders

95 /

Directors, Supervisors and Senior Management

97 /

Significant Events

101 / Report on Review of Interim Financial Information 102 / Condensed Consolidated Financial Statements and Notes 256 / Appendix I: Unreviewed Supplementary Financial Information 260 / Appendix II: Liquidity Coverage Ratio and the Net Stable Funding Ratio 261 / Appendix III: Leverage Ratio 262 / Appendix IV: Composition of Capital


Definitions

Definitions

In this report, unless the context otherwise requires, the following terms shall have the meanings set out below: “Articles of Association”

“County Area(s)”

division system. As an administrative division unit, a county or county-level city

the Articles of Association of Postal Savings Bank of China Co., Ltd., as

is generally directly below and under the direct supervision of its corresponding

amended, supplemented and otherwise modified from time to time

“A Share Offering and Listing”

municipal-level or provincial-level government. County Areas include more

the Bank proposes to issue an initial public offering of not more than

economically developed county centers, towns and the vast rural areas within

5,172,164,200 A Shares (excluding over-allotment) in the PRC, and the A

their administrative jurisdictions

Shares will be listed on the Shanghai Stock Exchange

“Bank/us/we/PSBC/Postal Savings Bank of China”

Postal Savings Bank of China Co., Ltd., a joint stock limited liability company established in the PRC in accordance with PRC laws, including

“CSRC”

China Securities Regulatory Commission

“Domestic Shares”

ordinary shares we issued with a nominal value of RMB1.00 each, which are subscribed for in Renminbi

its predecessors, branches and sub-branches, directly-operated outlets and agency outlets (to the extent of agency outlets’ operations, risk management and licenses in relation to agency banking businesses they conduct) and subsidiary (where the context so requires)

“CBRC”

“the Group”

our Bank and our subsidiary

“H Shares”

our ordinary shares with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Hong Kong Stock Exchange

China Banking Regulatory Commission, established as China Banking and Insurance Regulatory Commission with China Insurance Regulatory Commission in March 2018, in accordance with the Plan for Deepening the Institutional

“Hong Kong Listing Rules”

“CBIRC”

China Banking and Insurance Regulatory Commission

“central bank/PBOC”

The People’s Bank of China

“China Post Group”

China Post Group Corporation, an enterprise owned by the whole people established in the PRC on October 4, 1995, and our controlling shareholder

Medium Enterprises

“small and micro enterprises”

time

“HKEX”

The Hong Kong Exchanges and Clearing Limited

“Stock Exchange/Hong Kong Stock Exchange”

The Stock Exchange of Hong Kong Limited

“IFRSs”

International Financial Reporting Standards, the related amendments and interpretations issued by the International Accounting Standards Board

the loans provided by the Bank to the enterprises classified as small, micro, and medium-sized enterprises under the Classification Standards of Small and

small and micro enterprises, individual business owners and owners of small and micro enterprises. under the Classification Standards of Small and Medium Enterprises”, small and micro enterprises are classified based on standards such as the number of employees, operating income, and total assets, whereas individual business owners and owners of small and micro enterprises are classified based on these standards

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to

Reform of the Party and State

“corporate loans to small enterprises”

areas designated as counties or county-level cities under China’s administrative

“industries with high pollution, high energy consumption and overcapacity”

industries with high pollution, high energy consumption and overcapacity

“MOF”

Ministry of Finance of the PRC

“new financial instrument standards”

IFRS 9 Financial Instruments (IFRS 9)

“new leases standard”

IFRS 16 Leases (IFRS 16)

“PSBC Consumer Finance”

PSBC Consumer Finance Company Limited, a limited liability company incorporated and conducting business in China since November 19, 2015.

The currency for the amounts included in this report, unless otherwise stated, is Renminbi (“RMB”).

2

Postal Savings Bank of China Co., Ltd.

2020 Interim Report

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Postal Savings Bank of China Co., Ltd.

3


Financial Highlights

Financial Highlights

Financial Data and Indicators

In millions of RMB, except for percentages or otherwise stated As at

As at

June 30,

December 31,

Increase/

2020

2019

(decrease)

Change (%)

10,067,175

9,516,211

550,964

5.79

4,701,673

4,276,865

424,808

9.93

151,292

127,327

23,965

18.82

Loans to customers, net

4,550,381

4,149,538

400,843

9.66

7.02

Investment instruments

3,761,871

3,387,487

374,384

11.05

Cash and deposits with central bank

1,163,545

1,202,935

(39,390)

(3.27)

(Financial data and indicators in this report have been prepared in accordance with the IFRSs. Unless otherwise specified, they are consolidated data of the Group. This report is presented in Renminbi.)

+Item(4)

Key Financial Data

Data as at the end of the reporting In millions of RMB, except for percentages or otherwise stated For the six months ended June 30

Total loans to customers

Increase/ Item

2019

2020

period Total assets

(decrease)

Change (%)

(1)

Allowance for impairment losses on loans to customers(2)

Interim operating results Operating income

141,704

Net interest income Net fee and commission income

132,408

9,296

(3)

119,082

111,662

7,420

6.65

9,339

7,682

1,657

21.57

Total liabilities

9,573,116

9,040,898

532,218

5.89

9,101,191

8,627,440

473,751

5.49

Operating expenses

73,222

74,770

(1,548)

(2.07)

Customer deposits

Impairment losses on assets

27,696

23,371

4,325

18.51

Equity attributable to shareholders

Profit before income tax

40,786

34,267

6,519

19.02

Net profit

37,422

32,547

4,875

14.98

Net profit attributable to shareholders of the Bank

37,381

Net cash flow from operating activities

113,271

32,523 79,590

4,858 33,681

(1)

of the Bank

474,404

18,705

3.94

618,414

593,729

24,685

4.16

Net core tier 1 capital

440,830

421,678

19,152

4.54

14.94

Additional tier 1 capital, net

42.32

Risk-weighted assets

47,933

47,927

6

0.01

4,765,613

4,316,219

449,394

10.41

5.49

5.26

0.23

4.37

Per share data (in RMB)

Per share data (in RMB) Basic and diluted earnings per share

493,109

Net capital

(1)

0.43

0.37

0.06

16.22

Calculated in accordance with the Rules for the Compilation and Submission of Information Disclosure by Companies that Offer Securities to the Public No. 9 – Calculation and Disclosure of Return on Net Assets and Earnings per Share (Revision 2010) issued by CSRC. Non-recurring gains and losses are not deducted. There were no potential diluted ordinary shares, so the diluted earnings per share were the same as the basic earnings per share.

Net assets per share(5) (1)

For ease of reference, we refer to “loans and advances to customers” as “loans to customers” in this report.

(2)

Allowance for impairment losses of loans and advances to customers at amortized cost.

(3)

Consists of financial assets at fair value through profit or loss, financial assets at fair value through other comprehensive income-debt instruments, financial assets at fair value through other comprehensive income-equity instruments and financial assets at amortized cost.

(4)

In accordance with the relevant regulations under the “Notice on Amending the Format of Financial Statements for Business Enterprises in 2018” (Caikuai [2018] No.36) issued by the Ministry of Finance, the book balance of each financial instrument consists of the corresponding assets and liabilities interest, and interest receivable and interest payable are no longer shown separately. The balance of interest receivable or interest payable shown in other assets or other liabilities are only interests due on relevant financial instruments or interest payable but not received nor paid on the date of the balance sheet.

(5)

Calculated by dividing equity attributable to shareholders of the Bank (after deducting other equity instruments) at the end of the period by total number of ordinary shares at the end of the period.

4

Postal Savings Bank of China Co., Ltd.

2020 Interim Report

2020 Interim Report

Postal Savings Bank of China Co., Ltd.

5


CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the six months ended June 30, 2020 (All amounts in millions of RMB unless otherwise stated)

For the six months ended June 30, 2020 (All amounts in millions of RMB unless otherwise stated)

Six months ended June 30 Note

2020

2019

(unaudited)

(unaudited)

Interest income

3

190,297

173,336

Interest expense

3

(71,215)

(61,674)

Six months ended June 30 Note

Net profit

2020

2019

(unaudited)

(unaudited)

37,422

32,547

–

(85)

–

(85)

(479)

2,109

(479)

2,109

36,943

34,571

36,902

34,547

41

24

0.43

0.37

Other comprehensive income: 3

Net interest income

119,082

111,662

Items that will not be reclassified to profit or loss Remeasurement of retirement benefit obligations

Fee and commission income

4

16,700

14,916

Fee and commission expense

4

(7,361)

(7,234)

Subtotal

Net fee and commission income

4

9,339

7,682

Items that may be reclassified subsequently to profit or loss Net (losses)/gains on investments in financial assets at fair value

Net trading gains

5

2,572

2,805

Net gains on investment securities

6

9,087

8,772

through other comprehensive income Subtotal

Net gains/(losses) on derecognition of financial assets at amortized cost Net other operating gains

7

Operating income

28

(1)

1,596

1,488

141,704

132,408

Total comprehensive income for the period Total comprehensive income attributable to: Shareholders of the Bank

Operating expenses

8

(73,222)

(74,770)

Credit impairment losses

9

(27,693)

(23,366)

(3)

(5)

40,786

34,267

(3,364)

(1,720)

37,422

32,547

37,381

32,523

41

24

Impairment losses on other assets

Non-controlling interests Basic and diluted earnings per share (in RMB Yuan) Basic/Diluted

Profit before income tax Income tax expense

10

Net profit

11

The accompanying notes form an integral part of these interim consolidated financial statements.

Net profit attributable to: Shareholders of the Bank Non-controlling interests

6

Postal Savings Bank of China Co., Ltd.

2020 Interim Report

2020 Interim Report

Postal Savings Bank of China Co., Ltd.

7


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the six months ended June 30, 2019 (All amounts in millions of RMB unless otherwise stated)

For the six months ended June 30, 2020 (All amounts in millions of RMB unless otherwise stated)

1

General information

2

Postal Savings Bank of China Co., Ltd. (the “Bank” or “PSBC”) is a joint-stock commercial bank controlled by

2.2 Significant accounting policies (continued)

China Post Group. The Bank, originally known as Postal Savings Bank of China Company Limited (the “Company”), was established on March 6, 2007 (“establishment date”) through restructuring of the postal savings system.

Basis of preparation and significant accounting policies (continued)

2.2 Significant accounting policies (continued) 2.2 Significant accounting policies (continued)

In 2011, with the approval from the Ministry of Finance (the “MOF”) of the People’s Republic of China (“China” or the “PRC”) and China Banking Regulatory Commission (the “CBRC”), the Company was restructured into a jointstock bank, with China Post Group as the sole sponsor. On January 21, 2012, the Bank officially changed its name to Postal Savings Bank of China Co., Ltd. The Bank, as approved by the CBRC, holds a financial institution license of the PRC (No. B0018H111000001) and obtained its business license with unified social credit code 9111000071093465XC from the State Administration for Industry and Commerce. The address of the Bank’s registered office is No. 3 Jinrong Street, Xicheng District, Beijing, the PRC.

2.2 Significant accounting policies (continued) The condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments which are measured at fair values. Except for those described below, the accounting policies and methods of computation used in preparing the condensed consolidated financial statements for the six months ended June 30, 2019 are the same as those followed in the preparation of the Group’s consolidated financial statements for the year ended December 31, 2018. The condensed consolidated financial statements should be read in conjunction with the Group’s consolidated financial statements for the year ended December 31, 2018.

On September 28, 2016, the Bank was listed on The Stock Exchange of Hong Kong Limited.

New and amended IFRSs effective by January 1, 2019 adopted by the Group Effective date

The Bank and its subsidiary (the “Group”) conducts its operating activities in the PRC, and its principal activities include: personal and corporate financial services, treasury operations and other business activities as approved by the China Banking and Insurance Regulatory Commission (the “CBIRC”). The condensed consolidated financial statements were authorized for issue by the Board of Directors of the Bank on August 20, 2019.

2

IFRIC 23 IFRS 16 Amendments to IFRS 3, IFRS 11, IAS 12 and IAS 23 Amendments to IFRS 19

Basis of preparation and significant accounting policies

2.1 Basis of preparation

Uncertainty over Income Tax Treatment Leases The Annual Improvements to IFRSs 2015-2017 Cycle Employee Benefits Regarding Plan Amendment, Curtailment or Settlement

January 1, 2019 January 1, 2019 January 1, 2019 January 1, 2019

Standards and amendments that are not yet effective and have not been adopted by the Group Effective for annual periods beginning on or after

This unaudited condensed consolidated interim financial statements for the six months ended June 30, 2019 have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim financial reporting”, and all applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The condensed consolidated interim financial statements should be read in conjunction with the Group’s consolidated financial statements for the year ended December 31, 2018, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”).

8

Postal Savings Bank of China Co., Ltd.

2020 Interim Report

IFRS 17 Amendments to IFRS 10 and IAS 28

Insurance Contracts Sale or Contribution of Assets between an Investor and Its Associate or Joint Venture

2020 Interim Report

January 1, 2021 The amendments were originally intended to be effective for annual periods beginning on or after January 1, 2019. The effective date has now been deferred/removed. Early application of the amendments continues to be permitted.

Postal Savings Bank of China Co., Ltd.

9


CONTENTS 2

Corporate Information

4

Interim Results Highlights

5

Company Overview

6

Management Discussion and Analysis

19

Other Information

26

Report on Review of Condensed Consolidated Financial Statements

27

Condensed Consolidated Financial Statements


CORPORATE INFORMATION BOARD OF DIRECTORS

CORPORATE INFORMATION HEAD OFFICE

LEGAL ADVISERS

Luan Cheng, Shijiazhuang Hebei Province, The People’s Republic of China

As to Hong Kong Law Woo Kwan Lee & Lo

PRINCIPAL PLACE OF BUSINESS IN HONG KONG

As to Cayman Islands Law Conyers Dill & Pearman, Cayman

Suite 3109, 31/F, Central Plaza 18 Harbour Road, Wanchai, Hong Kong

STOCK CODE

Executive Directors

Corporate Social Responsibility and sustainability Committee

Mr. Li Zhenjiang (Chairman) Ms. Xin Yunxia Mr. Li Huimin Mr. Chen Zhong Mr. Xu Sheng (ceased on 2 July 2019)

Mr. Cheung Chun Yue, Anthony (Committee Chairman) (appointed on 1 January 2019) Ms. Xin Yunxia Ms. Cheng Li Prof. Luo Guoan

Independent Non-executive Directors

AUTHORIZED REPRESENTATIVES

Ms. Cheng Li Prof. Luo Guoan Mr. Cheung Chun Yue, Anthony (appointed on 1 January 2019) Mr. Sun Liutai (ceased on 1 January 2019)

Mr. Li Huimin Mr. Lee Bun Ching, Terence

BOARD COMMITTEES

Deloitte Touche Tohmatsu

HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE

REGISTERED OFFICE

Computershare Hong Kong Investor Services Limited Shops 1712-1716 17th Floor, Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

Audit Committee Mr. Cheung Chun Yue, Anthony (Committee Chairman) (appointed on 1 January 2019) Ms. Cheng Li Prof. Luo Guoan Mr. Sun Liutai (Committee Chairman) (ceased on 1 January 2019)

COMPANY SECRETARY Mr. Lee Bun Ching, Terence

AUDITOR

Cricket Square, Hutchins Drive P.O. Box 2681, Grand Cayman KY1-1111 Cayman Islands

PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE Royal Bank of Canada Trust Company (Cayman) Limited 4th Floor, Royal Bank House 24 Shedden Road, George Town Grand Cayman, KY1-1110, Cayman Islands

Remuneration Committee

PRINCIPAL BANKERS

Ms. Cheng Li (Committee Chairman) Ms. Xin Yunxia Mr. Cheung Chun Yue, Anthony (appointed on 1 January 2019) Mr. Sun Liutai (ceased on 1 January 2019)

China Construction Bank (Asia) The Hongkong and Shanghai Banking Corporation Limited The Bank of East Asia, Limited Bank of China, Jin Zhu Xi Lu Branch Lhasa, Xizang China Construction Bank, Luan Cheng Branch, Shijiazhuang, Hebei Province

2877 (Main Board of The Stock Exchange of Hong Kong Limited)

WEBSITES www.shineway.com.hk www.shineway.com

Nomination Committee Mr. Li Zhenjiang (Committee Chairman) Prof. Luo Guoan Mr. Cheung Chun Yue, Anthony (appointed on 1 January 2019) Mr. Sun Liutai (ceased on 1 January 2019)

02

Interim Report 2020 China Shineway Pharmaceutical Group Limited

Interim Report 2020 China Shineway Pharmaceutical Group Limited

03


MANAGEMENT DISCUSSION AND ANALYSIS

MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS REVIEW

In the first six months of this year, the proportion of injection products to total turnover of the Group decreased from 53.6% of the same period of last year to 47.6%. At the same time, contribution to adjusted gross profit of the Group by injection products based on internal estimation decreased from 39.2% from the same period last year to 32.6% in the first half of this year. On the contrary, the proportion of oral products to total turnover for the first six months of this year rose to 52.4% from 46.4% of the same period last year. However, the contribution to adjusted gross profit by oral products based on internal estimation rose from 60.8% of same period of last year to 67.4% of the first half of this year.

Earnings per share increased by 16.1% During the first six months period of 2019, the Group’s result performance first edged lower, then followed by a rebound, which was attributable to certain non-recurring factors. First, the pandemic outbreak of flu in last year’s winter pushed up the comparative base sales figures of last year’s first quarter of anti-influenza drugs of the Group, such as Qing Kai Ling Injection and Qing Kai Ling Soft Capsule, to a relatively high level. Second, the Group had commenced to adjust the product management and sales strategies for retail pharmacy products in the first quarter of this year and at the same time reduced channel inventory, leading to declining sales of certain retail pharmacy store products. At the same time, production and shipment for Huamoyan Granule were still cut back for strategic reasons. The aforementioned matters caused negative growth to the Group’s overall turnover of the first quarter of this year. Nonetheless, overall turnover had returned to positive growth for the second quarter. For the first six months of 2019, the Group’s turnover increased by 4.8% and the increase was mainly attributable to the soft capsules products and Traditional Chinese Medicine (“TCM”) Formula Granules. Gross profit margin of the Group during the Period remained as 71.3%, which approximated to the interim period of last year. Net profit margin increased from 19.7% to 21.0%. Net profit increased by 11.9%. Earnings per share increased by 16.1% as compared to the corresponding period of last year. As of 30 June 2019, as calculated based on the total issued shares of 827,000,000, net cash per share of the Group amounted to HKD4.9, and net assets per share amounted to HKD7.9.

Sales in the second quarter increased by 15.3% The Group’s sales in the first quarter of this year showed a negative growth of 5.1%. The main reason is the sales volume of Qing Kai Ling Injection due to the flu outbreak last winter, causing a high comparative base figure and its sales in the first quarter of this year was lower as compared with the corresponding period of last year. Coupling with the uncertainty brought from current medical and pharmaceutical policies on Chinese medicine injections, sales of injection products in the first quarter decreased by 21.4% compared with the same period of last year. During the second quarter, sales volumes of Qing Kai Ling Injection and other major injection products of the Group such as Shu Xue Ning Injection and Shen Mai Injection had increased as compared with the same period of last year and the first quarter of this year. This led to an year-on-year increase of 9.6% in the overall sales of injection products in the second quarter of this year. All of the Group’s Chinese medicine injections originally included in the 2017 edition of the National Drug Reimbursement List are retained in the recently released 2019 edition. The Group has also been strengthening academic promotion at the hospitals of Class II and above, in effort to turn relevant injection products for hospitals to resume growth gradually. The following table shows the year-on-year growth rate of sales of injection and oral products over the past three quarters, and their proportion of sales in the first six months of this year: Percentage Percentage Year-on-year growth rate of total sales of total sales First six First six Second First Fourth months of months of quarter in quarter in quarter in 2020 2019 2020 2020 2019 Injection products

2.2%

-21.4%

9.6%

53.6%

47.6%

Oral products

-0.1%

15.0%

21.4%

46.4%

52.4%

Total turnover

1.1%

-5.1%

15.3%

100.0%

100.0%

06

Interim Report 2020 China Shineway Pharmaceutical Group Limited

The sales of the soft capsules and TCM Formula Granules of the Group increased by 7.5% and 84.3% respectively in the first six months of this year, while the sales of granules products decreased by 14.9%. The table below shows a comparison of the sales of each dosage form:

Year-on-year growth rate

Percentage of total sales First six months of 2020

651,371

-6.8%

47.6%

225,633 190,366 130,955 59,005

242,591 162,076 241,302 70,940

7.5% -14.9% 84.3% 20.2%

17.7% 11.8% 17.6% 5.3%

Oral products

605,959

716,909

18.3%

52.4%

Total turnover

1,305,153

1,368,280

4.8%

100.0%

Sales First six months of 2019 RMB’000

Sales First six months of 2020 RMB’000

Injections

699,194

Soft capsules Granules TCM formula granules Other dosage forms

Soft capsule products’ overall sales increased by 7.5%, among which, the sales of Huo Xiang Zheng Qi Soft Capsule increased by 8.1% as compared to the same period of last year. The sales of Wu Fu Xin Nao Qing Soft Capsule and Qing Kai Ling Soft Capsule decreased by 8.8% and 9.6% respectively due to the adjustment of product management and sales strategy of the Group’s retail pharmacy products, coupled with a relatively high level of comparative base figure of sales last year. A chemical product of the Group for the adjuvant treatment of atherosclerosis was discontinued for production last year due to a shortage of the relevant chemical raw materials. This product was produced as usual during the Period and its sales had increased by 235.9% as compared to the same period of last year. Granule products’ overall sales decreased by 14.9%. It was mainly because there was less sales of granule products for fighting against flu as compared to the period of pandemic outbreak of flu last year, as well as the continued cut back on production and shipment of Huamoyan Granule due to strategic reasons.

Interim Report 2020 China Shineway Pharmaceutical Group Limited

07


CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 30 JUNE 2020

AT 30 JUNE 2020

NOTES

Non-current assets Property, plant and equipment Prepaid lease payments Intangible assets Goodwill Deposits for intangible assets Deferred tax assets

Current assets Inventories Trade receivables Trade receivables backed by bank bills Prepayments, deposits and other receivables Tax recoverable Pledged bank deposits Bank deposits and cash

9

30.6.2020 RMB’000 (Unaudited)

31.12.2019 RMB’000 (Audited)

1,527,185 – 266,625 159,291 36,000 25,768

1,403,661 163,778 287,920 159,291 36,000 28,196

2,014,869

2,078,846

354,736 244,867 391,247 107,628 300 5,766 3,546,054

405,498 174,034 357,471 87,457 307 16,693 3,611,485

4,650,598

4,652,945

149,508 5,766 474,951 3,682 34,116 15,935 39,344 37,424

196,414 16,693 381,668 – 82,682 15,935 41,452 45,429

760,726

780,273

Net current assets

3,889,872

3,872,672

Total assets less current liabilities

5,904,741

5,951,518

Current liabilities Trade payables Trade payables backed by bank bills Other payables and accrued expenses Lease liabilities Contract liabilities Amounts due to related companies Deferred income Tax payable

28

Interim Report 2020 China Shineway Pharmaceutical Group Limited

10 10

11 11

NOTE

Non-current liabilities Deferred tax liabilities Lease liabilities Deferred income

Net assets Capital and reserves Share capital Reserves Total equity

12

30.6.2020 RMB’000 (Unaudited)

31.12.2019 RMB’000 (Audited)

40,234 1,907 129,813

60,631 – 125,106

171,954

185,737

5,732,787

5,765,781

87,662 5,645,125

87,662 5,678,119

5,732,787

5,765,781

Interim Report 2020 China Shineway Pharmaceutical Group Limited

29


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2020

FOR THE SIX MONTHS ENDED 30 JUNE 2020

1.

3.

GENERAL (Cont’d)

TURNOVER AND SEGMENT INFORMATION

GENERAL (Cont’d)

Operating segments

GENERAL (Cont’d)

The Group is engaged in research and development, manufacturing and trading of Chinese pharmaceutical products. Information reported to the Chairman of the Board of Directors of the Group, being the chief operating decision maker, for the purpose of resource allocation and assessment focuses on revenue analysis by products. No other discrete financial information is provided other than the Group’s results and financial position as a whole. Accordingly, only entity-wide disclosures are presented.

GENERAL (Cont’d) GENERAL (Cont’d) The condensed consolidated financial statements have been prepared in accordance with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and International Accounting Standard 34 “Interim Financial Reporting” issued by International Accounting Standards Board.

Revenue from major products The following is an analysis of the Group’s revenue from its major products:

The Group’s condensed consolidated financial statements are presented in Renminbi (“RMB”) which is also the functional currency of the Company.

2.

Six months ended 30 June

PRINCIPAL ACCOUNTING POLICIES The condensed consolidated financial statements have been prepared on the historical cost basis. Injections Soft capsules Granules Traditional Chinese medicine formula granules Others

Other than changes in accounting policies resulting from application of new and amendments to International Financial Reporting Standards (“IFRSs”), the accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended 30 June 2019 are the same as those presented in the preparation of the Group’s annual financial statements for the year ended 31 December 2018.

2020 RMB’000 (Unaudited)

2019 RMB’000 (Unaudited)

651,371 242,591 162,076 241,302 70,940

699,194 225,633 190,366 130,955 59,005

1,368,280

1,305,153

Application of new and amendments to IFRSs In the current interim period, the Group has applied, for the first time, the following new and amendments to IFRSs which are mandatory effective for the annual period beginning on or after 1 January 2019 for the preparation of the Group’s condensed consolidated financial statements: IFRS 16 IFRIC 23 Amendments Amendments Amendments Amendments

to to to to

IFRS 9 IAS 19 IAS 28 IFRSs

Leases Uncertainty over Income Tax Treatments Prepayment Features with Negative Compensation Plan Amendment, Curtailment or Settlement Long-term Interests in Associates and Joint Ventures Annual Improvements to IFRSs 2015 – 2017 Cycle

Except as described below, the application of the amendments to IFRSs in the current period has had no material impact on the Group’s financial performance and positions for the current and prior periods and/or on the disclosures set out in these condensed consolidated financial statements.

Sales of the Group to external customers were substantially made in the PRC including Hong Kong.

4.

INVESTMENT INCOME Six months ended 30 June 2020 2019 RMB’000 RMB’000 (Unaudited) (Unaudited) Interest on bank deposits Investment income from short-term financial products (Note) Investment income from financial products (Note)

24,552 18,132 5,026

39,066 24,011 8,580

47,710

71,657

Note: The financial products and short-term financial products are measured at fair value through profit or loss for both periods. The redemption amount (including the return) of such products is related to the performance of underlying debt instruments, equity instruments or foreign currencies. The investment income represents the different between initial investment amounts and redemptions amounts. In the opinion of the directors of the Company, the short-term financial products are large in amounts, with quick turnover and short maturities ranging from one to three months. Accordingly, the cash receipts and payments for these short-term financial products are presented on a net basis in the condensed consolidated statement of cash flows.

32

Interim Report 2020 China Shineway Pharmaceutical Group Limited

Interim Report 2020 China Shineway Pharmaceutical Group Limited

33


Contents 2

Corporate Information

4

Financial and Operating Highlights

5

Management Discussion and Analysis

19

Other Information

34

Condensed Consolidated Interim Financial Information 34

Condensed Consolidated Statement of Profit or Loss and

38

Condensed Consolidated Statement of Financial Position

41

Condensed Consolidated Statement of Changes in Equity

43

Condensed Consolidated Statement of Cash Flows

45

Notes to the Condensed Consolidated Interim Financial Information

Other Comprehensive Income

INTERIM REPORT 2020

1


Management Discussion and Analysis

Management Discussion and Analysis

OVERVIEW

Revenue generated by the Group’s container shipping and logistics business for the

Business Review

first half of 2019 increased by approximately 7.6% from US$681.3 million for the six months ended 30 June 2018 to US$733.1 million for the corresponding period

SITC is one of Asia’s leading shipping logistics companies that provides integrated

in 2019. The increase was a result of a combined effect, from container shipping

transportation and logistics solutions.

(i)

and supporting logistics business, where (i) the average freight rate (excluding slot exchange fee income) increased by approximately 4.4% from US$522.9/TEU for

Container shipping and logistics business

the six months ended 30 June 2018 to US$545.8/TEU for the corresponding period

The Group’s container shipping and logistics business covers integrated logistics

in 2019; and (ii) the container shipping volume increased by approximately 3.0%

services, such as the provision of container transportation, freight forwarding,

from 1,144,871 TEUs for the six months ended 30 June 2018 to 1,179,341 TEUs

shipping agency, depot and warehousing, etc. During the six months ended 30 June

for the corresponding period in 2019.

2019, the Group’s container shipping and logistics business continued to provide container transportation and integrated logistics services that focus exclusively on the intra-Asia market as the Company believes that the intra-Asia trade market will continue to experience healthy growth. As of 30 June 2019, the Group operated 63 trade lanes, including 9 trade lanes through joint services and 22 trade lanes through container slot exchange arrangements. These trade lanes and land-based integrated logistics business network covered 66 major ports in the Mainland China, Japan, Korea, Taiwan, Hong Kong, Vietnam, Thailand, the Philippines, Cambodia, Indonesia, Singapore, Malaysia and Brunei. As of 30 June 2019, the Group operated a fleet of 80 vessels with a total capacity of 112,583 TEU, comprised of 55 self-owned (71,839 TEU) and 25 chartered vessels (40,744 TEU), with an average age of 9.9 years. 48 of these 80 vessels were of the 1,000 TEU type. For the six months ended 30 June 2019, US$45.7 million out of US$49.1 million of paid out capital expenditure was attributable to vessel purchases. In addition, the Group also operated (including through joint ventures) approximately 1,144,394 m2 of depot and 87,374 m2 of warehousing space.

(ii)

Dry bulk and others business The Group’s dry bulk and others business covers the provision of dry bulk vessel leasing, land leasing and air-freight forwarding services. As of 30 June 2019, the Group had 6 dry bulk vessels with a total tonnage of 438,595 tons and an average age of 6.6 years. Revenue generated by the Group’s dry bulk and others business for the first half of 2019 increased by approximately 14.0% from US$11.4 million for the six months ended 30 June 2018 to US$13.0 million. The increase was primarily attributable to the increase in the average daily charter hire of dry bulk vessels. With the Group’s continuous business expansion, the Company will continue to optimize its unique business model and expand its intra-Asia service network, striving to be the first choice of its customers . At the same time, the Company will continue to optimize the Group’s fleet structure by capturing vessel price dynamics, so as to keep pace with the development of the business and secure a longterm cost-competitive position. With the continuous enhancement on the Group’s organization process, information technology systems and operational efficiency, the Company will strive for the goal in becoming a world-class integrated logistics service solutions provider.

2

SITC International Holdings Company Limited

INTERIM REPORT 2020

3


Condensed Consolidated Statement of Financial Position

Condensed Consolidated Statement of Financial Position

30 June 2020

30 June 2020

30 June 31 December Notes

2019

2020

2019

US$’000

US$’000

US$’000

US$’000

(Unaudited)

(Audited)

(Unaudited)

(Audited)

945,313

927,514

144,709

17,196

NON-CURRENT ASSETS Property, plant and equipment

Notes

CURRENT LIABILITIES 10

Right-of-use assets Prepaid land lease payments Advance payments for acquisition of

Trade payables

14

136,703

138,767

Other payables and accruals

15

54,376

52,471

18

141,761

77,718

31,491

820

1,271

Total current liabilities

365,151

270,245

NET CURRENT ASSETS

248,847

233,159

282,361

235,947

Derivative financial instruments Bank borrowings

40,389

46,376

Goodwill

1,032

1,029

Other intangible assets

1,579

1,579

36,027

35,777

9,644

9,431

10,348

9,430

31

155

1,189,072

1,048,487

vessels

Investments in joint ventures Investments in associates Debt investments at fair value through other comprehensive income

30 June 31 December

2020

11

Derivative financial instruments Total non-current assets

Lease liabilities Income tax payables

NON-CURRENT LIABILITIES Bank borrowings Lease liabilities Provision for reinstatement costs

92,657

1,965

376,983

235,947

1,060,936

1,045,699

CURRENT ASSETS Prepaid land lease payment Bunkers Trade receivables

12

468

21,488

22,962

70,604

65,877

18,543

16,625

223

105

Prepayments, deposits and other receivables Derivative financial instruments

Total non-current liabilities Net assets

Principal-protected investment deposits at 3,771

16,665

Cash and bank balances

499,369

380,702

Total current assets

613,998

503,404

fair value through profit or loss

4

SITC International Holdings Company Limited

13

INTERIM REPORT 2020

5


Notes to the Condensed Consolidated Interim Financial Information

Notes to the Condensed Consolidated Interim Financial Information

30 June 2020

30 June 2020

1.1 CORPORATE INFORMATION

1.2 BASIS OF PREPARATION AND ACCOUNTING POLICIES (continued)

SITC International Holdings Company Limited (the “Company”) was a limited liability company incorporated in the Cayman Islands. The registered office address of the Company is Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY-1111, Cayman Islands. The Company’s principal place of business in Hong Kong is located at 21/F, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong.

Changes in accounting policies and disclosures (continued)

The Company and its subsidiaries (collectively referred to as the “Group”) were principally engaged in the following businesses:

The accounting policies adopted in the preparation of the condensed consolidated

Changes in accounting policies and disclosures (continued) Changes in accounting policies and disclosures (continued) Changes in accounting policies and disclosures (continued) interim financial information are consistent with those applied in the preparation of the Group’s annual consolidated financial statements for the year ended 31

the provision of integrated logistics services, including provision of container transport, freight forwarding, shipping agency, depot and warehousing services; and the provision of dry bulk vessel leasing, air-freight forwarding, land leasing and other services.

In the opinion of the directors, the immediate holding company of the Company is Resourceful Link Management Limited, which is incorporated in the British Virgin Islands (the “BVI”), and the ultimate holding company of the Company is Better Master Limited, which is incorporated in the BVI.

1.2 BASIS OF PREPARATION AND ACCOUNTING POLICIES This condensed consolidated interim financial information has been prepared in accordance with Hong Kong Accounting Standard (“HKAS”) 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”) and the disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). This condensed consolidated interim financial information is presented in the United States dollar (“US$”) and all values are rounded to the nearest thousand except when otherwise indicated. This condensed consolidated interim financial information has not been audited but has been reviewed by the Audit and Risk Management Committee of the Company. It does not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s financial statements for the year ended 31 December 2018.

6

SITC International Holdings Company Limited

December 2018, except for the adoption of the following new and revised Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the HKICPA which are effective as of 1 January 2019: Amendments to HKFRS 9

Prepayment Features with Negative

HKFRS 16

Leases

Amendments to HKAS 19

Plan Amendment, Curtailment or Settlement

Amendments to HKAS 28

Long-term Interests in Associates and Joint

HK(IFRIC)-Int 23

Uncertainty over Income Tax Treatments

Annual Improvements

Amendments to HKFRS 3, HKFRS 11, HKAS

Compensation

Ventures

2015-2017 Cycle

12 and HKAS 23

Other than as explained below regarding the impact of HKFRS 16 Leases, Amendments to HKAS 28 Long-term Interests in Associates and Joint Ventures and HK(IFRIC)-Int 23 Uncertainty over Income Tax Treatments, the new and revised standards are not relevant to the preparation of the Group’s condensed consolidated interim financial information. The nature and impact of the new and revised HKFRSs are described below:

INTERIM REPORT 2020

7


First Shanghai Investments Limited Stock Code: 227

INTERIM REPORT

2 0 2 0


CONTENTS Page

2

Corporate Information

3

Management Commentary

10

Condensed Consolidated Income Statement

11

Condensed Consolidated Statement of Comprehensive Income

12

Condensed Consolidated Balance Sheet

14

Condensed Consolidated Statement of Cash Flows

15

Condensed Consolidated Statement of Changes in Equity

17

Notes to Condensed Consolidated Financial Information

39

Disclosure of Interests

41

Corporate Governance and Other Information


MANAGEMENT COMMENTARY

MANAGEMENT COMMENTARY

The Board of Directors (the “Board”) of First Shanghai Investments Limited (the “Company”) is pleased to announce the unaudited consolidated results of the Company and its subsidiaries (together, the “Group”) for the six months ended 30th June 2019 together with the comparative figures for the corresponding period last year.

BUSINESS OVERVIEW

MARKET OVERVIEW During the first half of 2019, global financial markets remained volatile. Global economy was clouded with the Sino-US trade war and the slowing economic growth momentum. Despites rebound on news of further trade negotiation between the US and Chinese governments in early 2019, the financial markets continued to be sensitive to uncertainties in the US interest rate outlook, the potential risk of no-deal Brexit, the weak economic performance in Europe and the geopolitical tensions in specific regions. According to the recent reports from International Monetary Fund and the World Bank, the global economic growth rate is expected to be slightly reduced.

For the first half of 2019, global financial market remained volatile against concerns on the Sino-US trade tensions and potential slowing global economic growth momentum. Market was sensitive to uncertainties from Brexit and the US interest rate outlook. The Hong Kong stock market rebounded in the first half of 2019 with Hang Seng Index hit above 30,000 in April, but then fell below 27,000 in May due to market fluctuation in oversea markets. During the reporting period, performance of the Financial Services Sector was impeded with decline in market trading volume leading to decrease in overall brokerage commission income. The Group endeavors to control quality of our margin loan portfolio. Concerns about market fluctuation on specific industry sector, average margin loan has been reduced and limited to high quality securities which further hindered revenue on margin loan interest income.

In China, the overall economic growth was slowed down in early 2019. Following intensive fiscal policies including the tax and fee reduction and various industryspecific stimulation policies, the marco-economy was underpinned with improved consumption data. On the other hand, market worries about effectiveness of subsequent fiscal and monetary policies in stimulating economic growth. The financial market rebound in the first quarter of the year amid to the prospects of capital inflow and stabilisation of Renminbi, but then trimmed with concerns about the impact to real economy lead by the continuous trade tensions. The property market remained stable with strong resilience in market price.

For the first half of 2019, the property market in China as a whole reported stable development, with slight price rise following certain relaxation on the control policies. Upon completion of the construction work, sales of properties from Huangshan property development project has been recognised starting from 2018. Following enlarged marketing force, volume of sales of properties has been improved, resulting in remarkable increase in revenue generated from the Property and Hotel Sector. During the reporting period, benefited from the property price rise, the Group is capable to recognised valuation gain against a valuation loss reported in last year.

In Hong Kong, the financial market witnessed recovery in the first quarter of 2019 with a strong rebound on Hang Seng Index, hitting a 10-month high of above 30,000. This momentum was then hindered with the reappearance of the Sino-US trade tensions, the awareness of weak economic data reported by the Central Government and the uncertainties on external economic environment. Due to growing concerns on fluctuation in the international markets, general market activity was curtailed.

The Group adheres to its strategic business model and dedicates its efforts and resources to accelerating growth in various major business sectors, including Financial Services Sector, Property and Hotel Sector, Medical and Healthcare Sector and Direct Investment Sector.

Upon the grand opening in November 2018, our one-stop integrated medical centre located in Central gradually extends its service scopes ranging from medical services including general and specialist consultation, imaging, day surgery, body check, IVF, central pharmacy to healthcare services including rehabilitation, wellness and medical beauty solutions. Our medical centre is still at development stage and we plan to further extend our services to dental care in the second half of 2019. Utilisation rate of each of the service centres has reported slight improvement, but yet to be boosted up. Given the fact that constant but significant rental and depreciation expense were incurred, operating loss from the Medical and Healthcare Sector was approximately the same as last year. For the six months ended 30th June 2019, the Group reported a net profit attributable to shareholders of approximately HK$15 million, representing 25% reduction as compared to approximately HK$20 million reported from the corresponding period of 2018. The basic earnings per share attributable to the shareholders of the Company was HK1.04 cents.

2

First Shanghai Investments Limited

Interim Report 2020

3


CONDENSED CONSOLIDATED INCOME STATEMENT

Note Revenue Cost of sales Gross profit Other gains/(losses) – net Selling, general and administrative expenses Net reversal of impairment/(impairment losses) on financial assets

5

6

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Unaudited Six months ended 30th June 2020 2019 HK$’000 HK$’000

Unaudited Six months ended 30th June 2020 2019 HK$’000 HK$’000

252,160 (101,807)

262,880 (87,982)

Profit for the period

18,636

17,549

150,353 38,558

174,898 (6,827)

(158,507)

(160,517)

Other comprehensive loss Items that have been reclassified or may be subsequently reclassified to profit or loss – Currency translation differences

(7,494)

(20,217)

731

(2,775)

Items that will not be reclassified to profit or loss – Fair value loss on financial assets at fair value through other comprehensive income

(19,353)

(27,413)

Other comprehensive loss for the period, net of tax

(26,847)

(47,630)

(8,211)

(30,081)

(11,676) 3,465

(27,291) (2,790)

(8,211)

(30,081)

Operating profit

5 and 7

31,135

4,779

Finance income Finance costs

8 8

21,984 (15,684)

20,711 (13,612)

Finance income – net

8

6,300

7,099

3,828

4,882

41,263 (22,627)

16,760 789

Profit for the period

18,636

17,549

Attributable to: Shareholders of the Company Non-controlling interests

14,808 3,828

19,776 (2,227)

18,636

17,549

11

HK1.04 cents

HK1.39 cents

11

HK1.04 cents

HK1.39 cents

Total comprehensive loss for the period

Share of results of a joint venture Profit before taxation Taxation

Earnings per share attributable to shareholders of the Company – Basic – Diluted

10

Attributable to: Shareholders of the Company Non-controlling interests

The notes on pages 17 to 38 form an integral part of this condensed consolidated financial information.

10

First Shanghai Investments Limited

Interim Report 2020

11


NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION 1.

GENERAL INFORMATION (CONTINUED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION

6.

OTHER GAINS/(LOSSES) – NET

General information (Continued)

Unaudited Six months ended 30th June 2020 2019 HK$’000 HK$’000

General information (Continued) General information (Continued) General information (Continued) First Shanghai Investments Limited (the “Company”) and its subsidiaries (together, the “Group”) are principally engaged in securities investment, corporate finance, stockbroking, property development, property investment, hotel operation, medical and healthcare services, direct investment, investment holding and management.

Gain on disposal of investment properties Fair value gains/(losses) on investment properties Loss on disposal of property, plant and equipment Net foreign exchange (loss)/gain

The Company is a limited liability company incorporated in Hong Kong and is listed on The Stock Exchange of Hong Kong Limited. The address of its registered office is Room 1903, Wing On House, 71 Des Voeux Road Central, Hong Kong. This unaudited condensed consolidated financial information is presented in Hong Kong dollars, unless otherwise stated. The financial information relating to the year ended 31st December 2018 that is included in the condensed consolidated financial information for the six months ended 30th June 2019 as comparative information does not constitute the Company’s statutory annual consolidated financial statements for that year but is derived from those consolidated financial statements. Further information relating to these statutory consolidated financial statements required to be disclosed in accordance with section 436 of the Hong Kong Companies Ordinance (Cap. 622) is as follows: The Company has delivered the consolidated financial statements for the year ended 31st December 2018 to the Registrar of Companies as required by section 662(3) of, and Part 3 of Schedule 6 to, the Hong Kong Companies Ordinance (Cap. 622).

7.

241

39,378

(12,111)

(45) (1,016)

– 5,284

38,558

(6,827)

OPERATING PROFIT The following items have been charged to the operating profit during the interim period: Unaudited Six months ended 30th June 2020 2019 HK$’000 HK$’000 Charging: Depreciation Amortisation of leasehold land and land use rights Staff costs (Note 9)

40,020

14,008

790 111,871

833 109,084

The Company’s auditor has reported on these consolidated financial statements. The auditor’s report was unqualified; did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying its report; and did not contain a statement under sections 406(2), 407(2) or (3) of the Hong Kong Companies Ordinance (Cap. 622). This unaudited condensed consolidated financial information was approved for issue by the Board on 30th August 2019.

12

First Shanghai Investments Limited

Interim Report 2020

13


CONTENTS

Pages Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income

2

Condensed Consolidated Interim Statement of Financial Position

3

Condensed Consolidated Interim Statement of Changes in Equity

4

Condensed Consolidated Interim Statement of Cash Flows

5

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

6

Management Discussion & Analysis

26

Interim Report 2020

1


CONDENSED CONSOLIDATED INTERIM STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Notes Revenue Cost of sales

3

Gross loss Other income Administrative expenses Finance costs Loss before tax Income tax credit

4 5

78,697 (79,094)

37,650 (39,128)

(397)

(1,478)

– (17,306) (7,615)

8 (16,891) (3,502)

(25,318) 352

(21,863) –

(24,966)

(21,863)

Attributable to: Owners of the Company Non-controlling interests

(25,009) 43

(21,625) (238)

(24,966)

(21,863)

(15.4)

(13.3)

7

At 30 June 2020 (Unaudited) HK$’000

At 31 December 2019 (Audited) HK$’000

41,606 4,514 255,944

42,734 – 255,944

302,064

298,678

1,331 20,941 260

– 19,344 993

22,532

20,337

49,526 118,503 – 3,397 2

39,588 102,093 120 – 2

171,428

141,803

(148,896)

(121,466)

153,168

177,212

34,632 – 1,646 3,579

34,984 372 – 3,579

39,857

38,935

113,311

138,277

324,552 (212,427)

324,552 (187,418)

Equity attributable to owners of the Company Non-controlling interests

112,125 1,186

137,134 1,143

Total equity

113,311

138,277

Six months ended 30 June 2020 2019 (Unaudited) (Unaudited) HK$’000 HK$’000

Loss and total comprehensive loss for the period

Loss per share (HK cents) – Basic and diluted

CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION

Notes Non-current assets Property, plant and equipment Right-of-use asset Intangible assets

Current assets Trade receivables Prepayments, deposits and other receivables Bank balances and cash

Current liabilities Other payables and accruals Unsecured loans Obligations under finance lease due within one year Leases liabilities Tax payable

8 8

9 10

11 12

Net current liabilities Total assets less current liabilities Non-current liabilities Deferred tax liabilities Obligations under finance lease due after one year Lease liabilities Asset retirement obligations

Net assets Equity Share capital Reserves

2

Pearl Oriental Oil Limited

13

Interim Report 2020

3


NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. BASIS OF PREPARATION

2. CHANGES IN ACCOUNTING POLICIES

BASIS OF PREPARATION BASIS OF PREPARATION

(continued)

(continued) (continued)

BASIS OF PREPARATION (continued) BASIS OF PREPARATION (continued) The Group’s unaudited condensed consolidated interim financial statements for the six months ended 30 June 2019 have been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with Hong Kong Accounting Standard (“HKAS”) 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”). The Directors have given careful consideration to the going concern of the Group in light of the fact that (i) the Group had net current liabilities of approximately HK$148,896,000 as at 30 June 2019 (As at 31 December 2018: approximately HK$121,466,000); and (ii) upon the completion of the subscription of 7,300,000,000 new shares of HK$0.1 each (“Share(s)”) of the Company at the subscription price of HK$0.02 (the “Subscription Price”) per new Share by Xin Hua Petroleum (Hong Kong) Limited (“Xin Hua”) and the subscription of 1,700,000,000 new Shares at the Subscription Price by Noble Pioneer Limited (“Noble”), respectively on 8 July 2019, a total of HK$180,000,000 new funds was successfully raised by the Company (the “Share Subscriptions”), among of which HK$80,000,000 was by set-off with the outstanding unsecured loan principal provided by Xin Hua and the relevant accumulative accrued interest in the amount of approximately HK$5,638,000 was waived accordingly. Taken into account of these considerations, the Directors are of the opinion that the Group will have sufficient funds to meet in full its financial obligations as and when they fall due.

2. CHANGES IN ACCOUNTING POLICIES The unaudited condensed consolidated interim financial statements for the Period have been prepared on the historical cost basis.

Amendments to HKFRS 9 HKFRS 16 Amendments to HKAS 19 Amendments to HKAS 28 HK(IFRIC)-Int 23 Annual Improvements 2015-2017

(continued)

Prepayment Features with Negative Compensation Leases Plan, Amendment, Curtailment or Settlement Long-term Interests in Associates and Joint Ventures Uncertainty over Income Tax Treatments Amendments to HKFRS 3, HKFRS 11, HKAS 12 and HKAS 23 Cycle

Other than as explained below regarding the impact of HKFRS 16 “Leases”, the new and revised standards are not relevant to the preparation of the Group’s unaudited condensed consolidated interim financial statements for the Period. The nature and impact of the new and revised HKFRS are described below:

Adoption of HKFRS 16 HKFRS 16 replaces HKAS 17 “Leases”, HK(IFRIC)-Int 4 “Determining whether an Arrangement contains a Lease”, HK(SIC)-Int 15 “Operating Leases – Incentives” and HK(SIC)-Int 27 “Evaluating the Substance of Transactions Involving the Legal Form of a Lease”. It introduces a single accounting model for lessees, which requires a lessee to recognise a right-of-use asset and a lease liability for all leases, except for leases that have a lease term of 12 months or less (“short-term leases”) and leases of low value assets. The lessor accounting requirements are brought forward from HKAS 17 substantially unchanged. The Group has initially applied HKFRS 16 as from 1 January 2019. The Group has elected to use the modified retrospective approach and has therefore recognised the cumulative effect of initial application as an adjustment to the opening balance of equity at 1 January 2019. Comparative information has not been restated and continues to be reported under HKAS 17. Further details of the nature and effect of the changes to previous accounting policies and the transition options applied are set out below:

Other than changes in accounting policies resulting from application of new and amendments to Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the HKICPA, the accounting policies and methods of computation used in the unaudited condensed consolidated interim financial statements for the Period are the same as those followed in the preparation of the Group’s annual financial statements for the year ended 31 December 2018, except for the adoption of the new and revised HKFRSs effective as of I January 2019.

4

Pearl Oriental Oil Limited

Interim Report 2020

5


MANAGEMENT DISCUSSION & ANALYSIS

RESULT AND REVIEW OF OPERATIONS For the six months ended 30 June 2019, the Group focused on its principal business of (i) exploring, exploiting and sales of oil and natural gas (the “Oil and Gas Business”) and (ii) trading of oil-related products (the “Trading Business”). For the Period, the Group recorded a consolidated revenue of approximately HK$78,697,000 (2018: HK$37,650,000), and the loss attributable to the owners of the Company amounted to approximately HK$25,009,000 (2018: HK$21,625,000). Basic loss per share for the Period was HK15.4 cents (2018: HK13.3 cents). Loss per share was based on the weighted average of approximately 162.3 million of shares in issue after the Capital Reorganisation. The consolidated revenue was mainly contributed from the Trading Business. Gross loss for the Period amounted approximately HK$397,000 (2018: HK$1,478,000), which was mainly due to the small scale of economics of the Group’s oil and gas business. Loss for the Period was approximately HK$24,966,000 (2018: HK$21,863,000). The increase was mainly due to the increase in finance costs of unsecured loans of the Group as compared to that of the corresponding period last year.

BUSINESS REVIEW Trading Business During the Period, the Group recorded a revenue of approximately HK$78,593,000 (2018: HK$37,531,000) contributing from the trading of oil-related products, representing an increase of approximately 109.4% as compared to that of the corresponding period last year. Following the completion of the share subscriptions by Xin Hua and Noble on 8 July 2019, new operating funds were raised and new Directors with extensive business network and experience in the trading of petroleum and petrochemical products were appointed by the Company. The management is optimistic to further strengthen the trading business in the coming periods, especially on those products with high profit margins.

Oil and Gas Business There are six (6) shale gas producing wells in the Utah Gas and Oil Field with a sale of around 812 thousand cubic feet during the Period (2018: 1,865 thousand cubic feet) which is mainly sold to Anadarko’s midstream operations. On the other hand, there is one (1) oil producing well with a sale of around 441 barrels (2018: 480 barrels) during the Period. Plains All American Pipeline, L.P., USA is the purchaser to collect the Group’s crude oil produced in the Utah Gas and Oil Field.

6

Pearl Oriental Oil Limited

MANAGEMENT DISCUSSION & ANALYSIS

EXPENDITURES INCURRED ON OIL & GAS PRODUCTION ACTIVITIES During the Period, no exploration activity had taken place. The expenditures incurred on the mining production activities during the Period were approximately HK$815,000 (2018: HK$589,000) in aggregate.

SHARE SUBSCRIPTIONS On 13 February 2019, the Company, Xin Hua and Noble entered into a share subscription agreement (the “First Subscription Agreement”), pursuant to which, the Company conditionally agreed to allot and issue and each of Xin Hua and Noble conditionally agreed to subscribe for 7,300,000,000 and 1,700,000,000 new shares of HK$0.1 each of the Company respectively, constituting an aggregate of 9,000,000,000 new shares of the Company (the “Subscription Share(s)”), in each case at an subscription price of HK$0.02 per Subscription Share. As supplemented to the First Subscription Agreement, on 29 March 2019, the Company, Xin Hua and Noble entered into a supplemental agreement (the “Supplemental Agreement”), pursuant to which the parties thereto agreed to cancel Noble’s subscription of new shares under the First Subscription Agreement, while the subscription by Xin Hua of 7,300,000,000 Subscription Shares remained unchanged. On 3 April 2019, the Company and Noble entered into a second subscription agreement (the “Second Subscription Agreement”), pursuant to which the Company conditionally agreed to allot and issue and Noble conditionally agreed to subscribe for 1,700,000,000 new shares of the Company at an issue price of HK$0.02 per Subscription Share. On 24 June 2019, the shareholders of the Company duly passed all the relevant resolutions in relation to the allotment and issuance of Subscription Shares under the special mandate at the SGM. On 8 July 2019, the Share Subscriptions were completed, and a total of HK$180,000,000 new funds was successfully raised by the Company, among of which HK$80,000,000 was by set-off with the outstanding unsecured loan principal provided by Xin Hua and the relevant accumulative accrued interest in the amount of approximately HK$5,638,000 was waived accordingly, and Xin Hua also became the controlling shareholder of the Company (for more details, please refer to the announcements of the Company dated 16 April 2019 and 8 July 2019, and the circular of the Company dated 21 May 2019).

Interim Report 2020

7


Contents目錄 02

Corporate Information 公司資料

06

Unaudited Consolidated Statement of Profit or Loss 未經審核綜合損益表

07

Unaudited Consolidated Statement of Other Comprehensive Income 未經審核綜合其他全面收入表

08

Unaudited Consolidated Statement of Financial Position 未經審核綜合財務狀況表

09

Unaudited Condensed Consolidated Cash Flow Statement 未經審核簡明綜合現金流量報表

10

Unaudited Consolidated Statement of Changes in Equity 未經審核綜合權益變動報表

11

Notes to the Unaudited Interim Financial Report 未經審核中期財務報告附註

49

Independent Review Report 獨立審閱報告

51

Management Discussion and Analysis 管理層討論及分析

54

Other Information 其他資料


02

03

偉仕佳杰控股有限公司 二零二零年中期報告

VSTECS Holdings Limited Interim Report 2020

Unaudited Consolidated Statement of Other Comprehensive Income 未經審核綜合其他全面收入表

Unaudited Consolidated Statement of Profit or Loss 未經審核綜合損益表 For the six months ended 30 June 2020 截至二零二 零 年六月三十日止六個月

The board of directors (the “Board”) of VSTECS Holdings Limited (the

偉 仕 佳 杰 控 股 有 限 公 司(「 本 公 司 」)董 事 會

“Company”) is pleased to present the interim report (the “Interim Report”)

(「 董 事 會 」)欣 然 提 呈 載 有 本 公 司 及 其 附 屬 公

which contains the unaudited condensed consolidated financial statements

司( 統 稱「 本 集 團 」)截 至 二 零 一 八 年 六 月 三 十

of the Company and its subsidiaries (collectively referred to as the “Group”)

日止六個月之未經審核簡明綜合財務報表及

and selected explanatory notes (collectively the “Interim Financial Report”)

經 選 定 之 解 釋 附 註( 統 稱「 中 期 財 務 報 告 」)之

for the six months ended 30 June 2018 as follows:

中期報告(「中期報告」)如下:

Unaudited Six months ended 30 June 未經審核 截至六月三十日止六個月

Unaudited Six months ended 30 June 未經審核 截至六月三十日止六個月 2020

2019

Note

二零二零年 HK$’000

二零一九年 HK$’000

附註

千港元

千港元

27,942,574

24,001,194

(26,688,511)

(23,027,324)

1,254,063

973,870

Revenue

收益

Cost of sales

銷售成本

Gross profit

毛利

Other gains, net

其他收入淨額

4,225

11,867

Selling and distribution expenses

銷售及分銷開支

(455,517)

(355,515)

Administrative expenses

行政開支

(256,843)

(196,558)

Operating profit

經營溢利

5

545,928

433,664

Finance costs

財務費用

6

(119,965)

(94,705)

Share of associates’ profits

分佔聯營公司溢利

25,219

19,456

Share of a joint venture’s loss

分佔合資企業虧損

(3,199)

(2,826)

447,983

355,589

(86,007)

(90,041)

361,976

265,548

361,976

265,548

Profit before taxation

除稅前溢利

Taxation

稅項

Profit for the period

期內溢利

Attributable to:

以下人士應佔:

Equity shareholders of the Company

本公司權益持有人

Earnings per share (HK cents per share)

每股盈利(每股港仙)

3

4

7

期內溢利

Other comprehensive income for the period,

期內其他全面收入 ,

net of tax:

除稅:

Exchange differences

匯兌差額

Total comprehensive income for the period

期內全面收入總額

Attributable to:

以下人士應佔:

Equity shareholders of the Company

本公司權益持有人

2019 二零一九年 HK$’000

千港元

千港元

361,976

265,548

(79,249)

188,163

282,727

453,711

282,727

453,711

8

— Basic

-基本

25.22 cents 仙

18.72 cents 仙

— Diluted

-攤薄

25.18 cents 仙

18.70 cents 仙

The notes on pages 11 to 48 form part of this Interim Financial Report.

Profit for the period

2020 二零二零年 HK$’000

第11至48頁之附註構成本中期財務報告一部 分。

The notes on pages 11 to 48 form part of this Interim Financial Report.

第11至48頁之附註構成本中期財務報告一部 分。


04

偉仕佳杰控股有限公司 二零二零年中期報告

VSTECS Holdings Limited Interim Report 2020

Notes to the Unaudited Interim Financial Report 未經審核中期財務報告附註 3. Revenue and segment information (continued) (b) Geographical information (continued)

3. 收益及分部資料(續)

05

Notes to the Unaudited Interim Financial Report (continued) 未經審核中期財務報告附註(續)

1. Basis of presentation and accounting policies

1. 呈列基準及會計政策(續)

(continued)

(b) 地區資料(續) The Interim Financial Report contains condensed consolidated financial

中期財務報告載有簡明綜合財務報表及

statements and selected explanatory notes. The notes include an

經選定之解釋附註。該等附註包括自

地區資料(續)

explanation of events and transactions that are significant to an

截至二零一八年十二月三十一日止年度

Geographical information (continued)

地區資料(續)

understanding of the changes in financial position and performance

之綜合財務報表以來 ,對了解本集團財

of the Group since the consolidated financial statements for the

務狀況及表現變動之重要事件及交易說

This Interim Financial Report has been prepared in accordance

本中期財務報告乃根據香港聯合

year ended 31 December 2018. The condensed consolidated interim

明 。簡明綜合中期財務報表及其中之附

with the applicable disclosure provisions of the Rules Governing

交易所有限公司證券上市規則之

financial statements and notes thereon do not include all of the

註並未載有根據香港財務報告準則編製

the Listing of Securities on The Stock Exchange of Hong Kong

適用披露條文而編製,包括符合

information required for a full set of financial statements prepared in

之完整財務報表所需之一切資料 。

Limited, including compliance with Hong Kong Accounting

香港會計師公會頒佈之香港會計

Standard (“HKAS”) 34 “Interim Financial Reporting” issued

準 則 第 3 4 號「 中 期 財 務 報 告 」。 中

by the Hong Kong Institute of Certified Public Accountants

期財務報告已於二零一九年八月

(“HKICPA”). The Interim Financial Report was authorised for

二十二日獲授權刊發,應與截至

issuance on 22 August 2019 and should be read in conjunction

二零一八年十二月三十一日止年

with the consolidated financial statements for the year ended

度之綜合財務報表一併閱讀 。

Geographical information (continued)

地區資料(續)

Geographical information (continued)

31 December 2018.

accordance with HKFRSs. The Interim Financial Report is unaudited, but has been reviewed

中期財務報告屬未經審核,但已由畢

by KPMG in accordance with Hong Kong Standard on Review

馬威會計師事務所根據香港會計師公會

Engagements 2410 “Review of interim financial information performed

頒 佈 的 香 港 審 閱 聘 用 準 則 第 2 4 1 0 號「 由 實體的獨立核數師執行中期財務資料審 閱 」進 行 審 閱 。 畢 馬 威 會 計 師 事 務 所 致 董 事 會 的 獨 立 審 閱 報 告 載 於 第 37 至 38 頁。

by the independent auditor of the entity” issued by the HKICPA. KPMG’s independent review report to the Board of Directors is included on pages 37 to 38.

The Interim Financial Report has been prepared in accordance

中期財務報告乃根據截至二零一

with the same accounting policies adopted in the consolidated

八年十二月三十一日止年度之綜

financial statements for the year ended 31 December 2018

合財務報表採納之相同會計政策

except for accounting policy changes that are expected to be

編製,惟預期將於二零一九年年

reflected in the 2019 annual financial statements. Details of any

度財務報表反映之會計政策變動

changes in accounting policies are set out in note 2.

除外 。會計政策之任何變動詳情

The financial information relating to the financial year ended 31

中期財務報告所載與截至二零一八年十

December 2018 that is included in the Interim Financial Report as

二月三十一日止財政年度有關及作為比

comparative information does not constitute the Company’s statutory

較資料之財務資料並不構成本公司該財

annual consolidated financial statements for that financial year but is

政年度之法定年度綜合財務報表 ,惟乃

載於附註2。

derived from those financial statements. Statutory annual consolidated

摘錄自該等財務報表 。截至二零一八年

financial statements for the year ended 31 December 2018 are

十二月三十一日止年度之法定年度綜合

The preparation of the Interim Financial Report in conformity with

編 製 符 合 香 港 會 計 準 則 第 34 號 之

available at the Company’s Hong Kong registered office. The auditors

財務報表於本公司香港註冊辦事處可供

HKAS 34 requires management to make judgements, estimates

中期財務報告時,需要管理層作

have expressed an unqualified opinion on those financial statements in

索閱 。核數師已於日期為二零一九年三

and assumptions that affect the application of policies and

出會影響政策應用以及按本年截

their report dated 26 March 2019 and did not include a reference to

月二十六日之報告內就該等財務報表發

reported amounts of assets and liabilities, income and expenses

至報告日期為止之資產與負債及

any matters to which the auditor drew attention by way of emphasis

表無保留意見 ,且並無包括核數師在不

on a year to date basis. Actual results may differ from these

收入與開支報告數額的判斷、估

without qualifying their report.

對其報告作出保留意見的情況下以強調

estimates.

計及假設 。實際結果可能有別於 該等估計 。

方式提述須予注意的任何事宜 。


06

偉仕佳杰控股有限公司 二零二零年中期報告

VSTECS Holdings Limited Interim Report 2020

Management Discussion and Analysis 管理層討論及分析

07

Management Discussion and Analysis (continued) 管理層討論及分析(續)

Business and Financial Review

業務及財務回顧

Prospects

前景

The Group’s unaudited consolidated revenue for the six months ended

本集團截至二零一八年六月三十日止六個月

During the six months ended 30 June 2018, there was a continued growth in

截至二零一八年六月三十日止六個月 ,由於

30 June 2018 amounted to approximately HK$27,942,574,000 (2017:

之 未 經 審 核 綜 合 收 益 約 為 2 7,9 4 2,5 7 4,0 0 0 港

the Mobility Digital Devices, Cloud and Big Data Analytics and Network and

旗下產品及解決方案種類繁多 ,需求甚殷 ,

approximately HK$24,001,194,000).

元(二零一七年:約24,001,194,000港元)。

Data Security Segments due to demand for our wide range of products and

因此 ,移動終端 、雲計算及大數據分析以及

solutions. The Group has continued to execute strategies to increase market

網絡及信息安全分部持續增長 。本集團持續

Revenue from the mobility digital devices segment for the six months ended

截至二零一八年六月三十日止六個月 ,來自

share as well as the range of products offered. The Group will continue to

執行策略以增加市場佔有率及所提供之產品

30 June 2018 amounted to approximately HK$12,628,777,000 (2017:

移 動 終 端 分 部 的 收 益 約 為 1 2,6 2 8,7 7 7,0 0 0 港

focus on product range from all business segments.

種類 。本集團將繼續着眼於所有業務分部之

approximately HK$9,676,385,000). Revenue from the components products

元( 二 零 一 七 年: 約 9,6 7 6,3 8 5,0 0 0 港 元 )。

segment for the six months ended 30 June 2018 amounted to approximately

截至二零一八年六月三十日止六個月,來

HK$5,156,528,000 (2017: approximately HK$5,966,372,000). Revenue from

自 配 件 產 品 分 部 的 收 益 約 為 5,1 5 6,5 2 8,0 0 0

the cloud and big data analytics segment for the six months ended 30 June

港 元( 二 零 一 七 年: 約 5,9 6 6,3 7 2,0 0 0 港

2018 amounted to approximately HK$6,622,049,000 (2017: approximately

元 )。 截 至 二 零 一 八 年 六 月 三 十 日 止 六 個

HK$5,672,595,000) and from the network and data security segment for

月,來自雲計算及大數據分析分部的收益

the six months ended 30 June 2018 was approximately HK$3,535,220,000

約 為 6,6 2 2,0 4 9,0 0 0 港 元( 二 零 一 七 年: 約

(2017: approximately HK$2,685,842,000).

5,6 7 2,5 9 5,0 0 0 港 元 ), 而 來 自 網 絡 及 信 息 安 全 分 部 的 收 益 約 為 3,5 3 5,2 2 0,0 0 0 港 元( 二 零 一七年:約2,685,842,000港元)。

Gross profit for the six months ended 30 June 2018 amounted to

截至二零一八年六月三十日止六個月之毛利

approximately HK$1,254,063,000 (2017: approximately HK$973,870,000).

約 為 1,2 5 4,0 6 3,0 0 0 港 元( 二 零 一 七 年: 約

Gross margin for the six months ended 30 June 2018 was 4.49% as

9 7 3,8 7 0,0 0 0 港 元 )。 截 至 二 零 一 八 年 六 月 三

compared to 4.06% for the six months ended 30 June 2017. Operating

十 日 止 六 個 月 之 毛 利 率 為 4.4 9% , 而 截 至 二

profit for the six months ended 30 June 2018 amounted to approximately

零一七年六月三十日止六個月之毛利率則為

HK$545,928,000 (2017: approximately HK$433,664,000). Unaudited

4.0 6% 。 截 至 二 零 一 八 年 六 月 三 十 日 止 六 個

consolidated net profit attributable to equity shareholders for the six months

月 之 經 營 溢 利 約 為 5 4 5,9 2 8,0 0 0 港 元( 二 零 一

ended 30 June 2018 amounted to approximately HK$361,976,000 (2017:

七 年: 約 4 3 3,6 6 4,0 0 0 港 元 )。 截 至 二 零 一 八

approximately HK$265,548,000).

年六月三十日止六個月之權益持有人應佔未 經 審 核 綜 合 純 利 約 為 3 6 1,9 7 6,0 0 0 港 元( 二 零 一七年:約265,548,000港元)。

The basic earnings per share for the six months ended 30 June 2018

截至二零一八年六月三十日止六個月之每股

amounted to approximately HK25.22 cents (2017: approximately HK18.72

基 本 盈 利 約 為 每 股 2 5.2 2 港 仙( 二 零 一 七 年:

cents) per share. The diluted earnings per share for the six months ended 30

約 1 8.7 2 港 仙 )。 截 至 二 零 一 八 年 六 月 三 十 日

June 2018 amounted to approximately HK25.18 cents (2017: approximately

止 六 個 月 之 每 股 攤 薄 盈 利 約 為 每 股 25.18 港 仙

HK18.70 cents) per share.

(二零一七年:約18.70港仙)。

No important events affecting the Group have been occurred since 30 June

自二零一八年六月三十日起及截至本中期報

2018 and up to the date of this interim report.

告日期 ,概無發生影響本集團之重大事件 。

產品種類 。

Liquidity and Financial Resources

流動資金及財務資源

As at 30 June 2018, the Group had total cash balances and bank deposits

於二零一八年六月三十日 ,本集團有現金結

of approximately HK$1,362,963,000 (31 December 2017: approximately

餘 及 銀 行 存 款 總 額 約 1,3 6 2,9 6 3,0 0 0 港 元( 二

HK$1,981,047,000). Total borrowings amounted to approximately

零一七年十二月三十一日:約1,981,047,000

HK$6,452,919,000 (31 December 2017: approximately HK$6,642,560,000).

港 元 )。 借 貸 總 額 約 為 6,4 5 2,9 1 9,0 0 0

Both the cash balances and bank deposits and borrowings were mainly

港 元( 二 零 一 七 年 十 二 月 三 十 一 日: 約

denominated in Hong Kong dollars, Renminbi, United States dollars,

6,6 4 2,5 6 0,0 0 0 港 元 )。 現 金 結 餘 及 銀 行 存 款

Singapore dollars, Thai baht and Indonesian rupiah.

以及借貸主要以港元 、人民幣 、美元 、新加 坡元 、泰銖及印尼盾計值 。

As at 30 June 2018, the net gearing ratio, calculated as total borrowings less

於二零一八年六月三十日 ,淨資產負債比率

cash and cash equivalents divided by total equity, was 1.04 (31 December

(以借貸總額減現金及現金等價物除以總權益

2017: 0.96).

計 算 )為 1.0 4( 二 零 一 七 年 十 二 月 三 十 一 日: 0.96)。

As at 30 June 2018, the Group had total current assets of approximately

於二零一八年六月三十日 ,本集團擁有流動

HK$18,306,515,000 (31 December 2017: approximately HK$18,860,891,000)

資 產 總 值 約 1 8,3 0 6,5 1 5,0 0 0 港 元( 二 零 一

and total current liabilities of approximately HK$15,156,903,000 (31

七 年 十 二 月 三 十 一 日: 約 1 8,8 6 0,8 9 1,0 0 0

December 2017: approximately HK$15,775,273,000). The current ratio

港 元 )及 流 動 負 債 總 額 約 1 5,1 5 6,9 0 3,0 0 0

of the Group, calculated as total current assets divided by total current

港 元( 二 零 一 七 年 十 二 月 三 十 一 日: 約

liabilities, was approximately 1.21 times (31 December 2017: approximately 1.20 times).

1 5,7 7 5,2 7 3,0 0 0 港 元 )。 本 集 團 之 流 動 比 率 ( 以 流 動 資 產 總 值 除 以 流 動 負 債 總 額 計 算 )約 為 1.2 1 倍( 二 零 一 七 年 十 二 月 三 十 一 日: 約 1.20倍)。


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