where \( k _ { B } \) is Boltzmann’s constant. If we take \( \vartheta \approx \) 0.83 this reproduces the Curie-Weiss temperature \( T _ { \mathrm { C W } } \approx \, 0 . 2 \mathrm { K } \) mea-sured in Ref. [27, 28, 30]. As a final consistency check, we can then calculate the magnitude of the ordered moment \( m ^ { \mathsf { o r d } } \) which we expect to find in the ground state. At our level of approximation, the ratio of \( m ^ { \mathsf { o r d } } \) to the full, saturated, moment \( m ^ { \mathsf { s a t } } \) is given by

\[ \frac { m ^ { \mathrm { o r d } } } { m ^ { \mathrm { s a t } } } = \cos ( \vartheta ) \left( \frac { S - \langle a _ { i } ^ { \dagger } a _ { i } \rangle } { S } \right) . \eqno ( 2 0 ) \]

The spin wave calculation gives us \( \begin{array} { r } { \left( \frac { S - \langle a _ { i } ^ { \dagger } a _ { i } \rangle } { S } \right) \approx \, 0 . 8 7 . } \end{array} \) The fact that this number is close to unity is a good indica-tor that the linear spin wave approach is valid. Combining this with the estimated value of \( \vartheta \) gives an ordered moment fraction \( \frac { m ^ { \mathrm { o r d } } } { m ^ { \mathrm { s a t } } } \approx 0 . 5 9 \). This is close to the value \( \begin{array} { r } { \frac { m ^ { \mathrm { o r d } } } { m ^ { \mathrm { s a t } } } \approx 0 . 5 } \end{array} \) ob-tained in Ref. [27], but a bit higher than the value \( \frac { m ^ { \mathrm { o r d } } } { m ^ { \mathrm { s a t } } } \approx 0 . 3 3 \) obtained in Ref. [28]. It is interesting to note that most of this moment reduction comes from the pseudospin rotation \( \vartheta \), not from the zero-point fluctuations, as one might typically expect.

The theory presented in this article is thus the first to present a consistent treatment of the ground state and the finite energy spectrum in \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \). At the same time it is also able to ac-count for the apparent contradiction between the Curie-Weiss temperature and the antiferromagnetic ordering and gives rea-sonable agreement with the strongly reduced ordered moment measured in experiments [27].

Moment fragmentation– Having established that a theory based on a linear spin wave treatment of Eq. (4) correctly reproduces the experimental phenomenology, we can now ask what this theory tells about the proposed “magnetic moment fragmentation”. In particular, is this a true example of moment fragmentation, as proposed in Ref. [17], and if so, what is its origin?

The proposal of Brooks-Bartlett et al. in Ref. [17] is based on the Helmholtz decomposition of the magnetisation density

\[ \mathbf { m } = \mathbf { m } _ { m } + \mathbf { m } _ { d } = \nabla \psi + \nabla \times \mathbf { A } \qquad \qquad ( 2 1 ) \]

where \( \mathbf { m } _ { d } \; = \; \nabla \times \mathbf { A } \) is divergence-free \( ( \nabla \cdot \mathbf { m } _ { d } \ = \ 0 \)) and \( \mathbf { m } _ { m } = \nabla \psi \) is “divergence-full”. The fragmentation phe-nomenon is observed when magnetic order occurs in \( \mathbf { m } _ { m } \), but \( \mathbf { m } _ { d } \) remains fluctuating quasi-independently of \( \mathbf { m } _ { m } \). Since \( \mathbf { m } _ { d } \) obeys \( \nabla \cdot \mathbf { m } _ { d } = 0 \) this gives rise to the pinch point corre-lations associated with a Coulomb phase [12, 22–24].

We can understand the magnetic fragmentation phe-nomenon in \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \) by defining fields \( \mathbf { m } _ { i } ^ { ( \tilde { \alpha } ) } \) for each pseu-dospin component \( \tilde { \tau } _ { i } ^ { \tilde { \alpha } } \), according to Eq. (7) and then applying the Helmholtz decomposition to each one individually

\[ \mathbf { m } _ { i } ^ { ( \tilde { \alpha } ) } = \nabla \psi ^ { ( \tilde { \alpha } ) } + \nabla \times \mathbf { A } ^ { ( \tilde { \alpha } ) } . \qquad \qquad ( 2 2 ) \]

FIG. 3: Closing of the flat band gap \( \Delta _ { \mathrm { f l a t } } \) with increasing \( \tilde { J } _ { x } \) and the proximity of a \( U ( 1 ) \) quantum spin liquid phase, shown for \( \tilde { J } _ { y } = 0 \). The gap to the flat band which contains the Coulomb-phase-like cor-relations of Fig. 1(b) closes when the ratio \( \begin{array} { r } { \frac { \tilde { J } _ { x } } { | \tilde { J } _ { z } | } = 3 . } \end{array} \) This is a likely indicator of the onset of a \( U ( 1 ) \) spin liquid phase. Based on the pa-rameterisation of Eq. (18) this ratio is \( \begin{array} { r } { \frac { \bar { J } _ { x } } { | \bar { J } _ { z } | } \approx 2 . 1 9 } \end{array} \) in \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \), suggesting the possibility of observing a \( U ( 1 ) \) spin liquid ground state \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \) or related Nd based pyrochlores, induced by appli-cation of chemical or physical pressure.

(Note that \( \mathbf { m } _ { i } ^ { ( \tilde { y } ) } \) does not contribute to the physical mag-netisation field \( \mathbf { m } _ { i } \) [Eq. (6)]).

In the all-in-all-out ground state, \( \mathbf { m } _ { i } ^ { ( \tilde { z } ) } \) is completely “divergence-full”, and we may write \( { \bf A } ^ { ( z ) } \; = \; 0 \). The fluc-tuations of \( \mathbf { m } _ { i } ^ { ( \tilde { x } ) } \) and \( \mathbf { m } _ { i } ^ { ( \tilde { y } ) } \), on the other hand, have both divergence-free and “divergence-full” components. The mo-ment fragmentation phenomenon is observed because the equations of motion decouple the dynamics of divergence-free and “divergence-full” components of \( \mathbf { m } _ { i } ^ { ( \tilde { x } ) } , \mathbf { m } _ { i } ^ { ( \tilde { y } ) } \).

Writing down the Heisenberg equations of motion for \( \mathbf { m } _ { i } ^ { ( \tilde { x } ) } \) and \( \mathbf { m } _ { i } ^ { ( \tilde { y } ) } \) and linearising around the all-in-all-out ground state we find

\[ \begin{array} { r l } { \partial _ { t } \mathbf { m } _ { i } ^ { ( \tilde { \alpha } ) } \approx \varepsilon _ { \tilde { \alpha } ^ { \prime } \tilde { \alpha } \tilde { z } } S \big ( \tilde { \mathsf { J } } _ { \alpha ^ { \prime } } \nabla _ { i } ( \nabla \cdot \mathbf { m } ^ { ( \tilde { \alpha } ^ { \prime } ) } ) + } & { { } } \\ { ( 6 | \tilde { \mathsf { J } } _ { z } | - 2 \tilde { \mathsf { J } } _ { \alpha ^ { \prime } } ) \mathbf { m } _ { i } ^ { ( \tilde { \alpha } ^ { \prime } ) } \big ) } & { { } ( 2 3 ) } \end{array} \]

where \( \tilde { \alpha } { } ^ { \prime } \, = \, \tilde { y } \) when \( \tilde { \alpha } \, = \, \tilde { x } \) and vice versa and \( \varepsilon _ { \tilde { x } \tilde { y } \tilde { z } } = \)\( - \varepsilon _ { \tilde { \boldsymbol { \Psi } } \tilde { \boldsymbol { z } } } = 1 \). In Eq. (23), \( \nabla \) and \( \nabla \cdot \)· should be interpreted as the lattice gradient and divergence. This suggestive form for the equations of motion in terms of the lattice gradient and divergence arises because the sites of the pyrochlore lattice can be considered as the bonds of a bipartite (in this case, diamond) lattice [12].

Eq. (23) can be solved in terms of the Helmholtz decompo-sitions [Eq. (22)], by writing

\[ \partial _ { t } \psi ^ { ( \tilde { \alpha } ) } = \varepsilon _ { \tilde { \alpha } ^ { \prime } \tilde { \alpha } \tilde { z } } S \bigl ( \tilde { \mathsf { J } } _ { \alpha ^ { \prime } } \nabla ^ { 2 } \psi ^ { ( \tilde { \alpha } ^ { \prime } ) } + ( 6 | \tilde { \mathsf { J } } _ { z } | - 2 \tilde { \mathsf { J } } _ { \alpha ^ { \prime } } ) \psi ^ { ( \tilde { \alpha } ^ { \prime } ) } \bigr ) \]

\[ \partial _ { t } { \bf A } ^ { ( \tilde { \alpha } ) } = \varepsilon _ { \tilde { \alpha } ^ { \prime } \tilde { \alpha } \tilde { z } } S ( 6 | \tilde { \bf J } _ { z } | - 2 \tilde { \bf J } _ { \alpha ^ { \prime } } ) { \bf A } ^ { ( \tilde { \alpha } ^ { \prime } ) } \eqno ( 2 5 ) \]

The important feature of Eqs. (24)-(25) is that the diver-genceless fluctuations i.e. fluctuations of \( { \bf A } ^ { ( \tilde { \alpha } ) } ) \) are com-pletely decoupled from the “divergence full” fluctuations i.e.

fluctuations of \( \psi ^ { ( \tilde { \alpha } ) } ) \). Fluctuations of \( \mathbf { A } ^ { ( \tilde { \alpha } ) } \) form a flat band at energy \( \Delta _ { \mathrm { f l a t } } = \sqrt { ( 3 | \tilde { \bf J } _ { z } | - \tilde { \bf J } _ { x } ) ( 3 | \tilde { \bf J } _ { z } | - \tilde { \bf J } _ { y } ) } \), while fluctuations of \( \psi ^ { ( \tilde { \alpha } ) } \) form dispersive bands.

The physical magnetisation field in \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \) [Eq. (6)]thus comprises (i) a static, ordered, “divergence full” compo-nent, (ii) a finite energy divergenceless component exhibiting Coulomb-liquid-like correlations and finally (iii) another “di-vergence full” component corresponding to the finite energy dispersive bands.

The fact that all three components are observable within a magnetisation field which is strictly Ising like (in the sense that \( \mathbf { m } _ { i } \) is always parallel to the local easy axis) is a consequence of the unusual symmetry of dipolar octupolar doublets- specifically that the x-component of the pseudospin transforms like the z-component of a dipole moment. This un-derstanding of the moment fragmentation is fully compatible with the observation that the pinch points remain observable above the ordering transition at \( T _ { N } \), but at lower frequency[25]. Above the transition \( \mathbf { m } _ { i } ^ { ( \tilde { x } ) } \) can fluctuate for little or no energy cost but its correlations will remain ice like due to the positive value of \( \tilde { \bf { J } } _ { x } \).

Conclusions– In conclusion we have explained the quantum origins of the moment fragmentation in \( \mathrm { N d } _ { 2 } / { \bf r } _ { 2 } ( \r ) , \), observed in Ref. [25]. It may be rationalized as the consequence of the symmetry properties of dipolar-octupolar doublets and a de-coupling of divergence-free and divergence-full fluctuations in the equations of motion.

Much of the physics discussed here is generic to systems described by the exchange Hamiltonian \( \mathcal { H } _ { \mathrm { X Y Z } } ^ { \mathrm { D O } } \) which have an all-in-all-out ground state. Specifically, the flat band exhibit-ing pinch points at finite energy is present throughout the all-in-all-out phase of \( \mathcal { H } _ { \mathrm { X Y Z } } ^ { \mathrm { D O } } \), at least at the level of linear spin wave theory. It will therefore be interesting to investigate whether the moment fragmentation phenomenon is also ob-served in other Nd based pyrochlores showing an all-in-all-out ground state such as \( \mathrm { N d _ { 2 } S n _ { 2 } O _ { 7 } } \) [34],\( \mathbf { N d } _ { \mathcal { O } } ] \)\( \mathsf { H r } _ { \mathsf { \Phi } } ( \mathsf { \Lambda } ) , \) 7 [35] and possibily \( \mathrm { N d } _ { 2 } \mathrm { P b } _ { 2 } \mathrm { O } _ { 7 } \) [36].

The parameterisation of the exchange Hamiltonian \( \mathcal { H } _ { \mathrm { X Y Z } } ^ { \mathrm { D O } } \)[Eq. (4)], given in Eq. (18) suggests that \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \) is proxi-mate to the \( U ( 1 ) \) spin liquid phase which has been long sought amongst “quantum spin ice” pyrochlores [14, 16, 37–42]. As shown in Fig. 3, the closing of the gap to the flat band con-taining the pinch point correlations occurs at \( \begin{array} { r } { \frac { \tilde { \bf J } _ { x } } { | \tilde { \bf J } _ { z } | } = 3 } \\ { \quad \quad \quad \quad \quad \quad \quad } \end{array} \) within linear spin wave theory. Classically, this would signal the for-mation of an extensive ground state manifold with ice-like character, but the mixing of these states by quantum fluctu-ations is known to stablise a \( U ( 1 ) \) spin liquid with dynamic emergent gauge fields [37, 40]. The placement of \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \) close to the point where this gap vanishes hints at the prox-imity of the \( \bar { U } ( 1 ) \) spin liquid phase. If there is a well formed Coulomb phase above \( T _ { N } \) in \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \) this may make the observed magnetic ordering a candidate for the observation of a Higgs transition in which the emergent gauge field of the Coulomb phase is gapped by the condensation of emergent gauge charges [44, 45]. We therefore have reason to hope that experiments on \( \mathrm { N d _ { 2 } Z r _ { 2 } O _ { 7 } } \) and related materials may yet re-veal even more exotic phenomena.

Acknowledgements – This work was supported by the The-ory of Quantum Matter Unit of the Okinawa Institute of Sci-ence and Technology Graduate University. The author is grateful to Ludovic Jaubert and Nic Shannon for careful read-ings of the manuscript.

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# (63) 外币货币性项目

# 其他原因的合并范围变动

本年度，本集团下属子公司广州航空货站有限公司(“广州货站”)完成工商注销，不再纳入合并范围。该子公司在核准注销登记前的经营成果和现金流量已包括在本集团 2021 年度的合并利润表及合并现金流量表中。


where \( \begin{array} { r } { \alpha _ { \pm } \, = \, 6 \frac { V _ { b g } } { a _ { \perp } ^ { 2 } a _ { 1 D } ( B _ { \pm } ) } \, + \, \frac { V _ { b g } } { V _ { p } ^ { C I R } } } \end{array} \). In Figs. 7 and 8 we show the calculated resonance width \( \Delta _ { 1 D } \) as a func-tion of the rescaled energy \( \epsilon \) and waveguide frequency \( \omega _ { \perp } \), respectively, together with the analytical result ac-cording to Eq.(31). One observes a good agreement for \( \omega _ { \perp } < 0 . 0 1 \). However, we encounter major deviations with increasing \( \omega _ { \perp } \) except for the zero energy limit \( \epsilon \rightarrow \) 0. These deviations are due to the fact that the analytical formula (30) which we used to derive (31), was obtained in the zero energy limit and does not work for larger en-ergies. In Fig.9 we present the real part of our scattering amplitude \( R e ( f _ { p } ) \) along with the analytical results from (30) as a function of \( V _ { p } / V _ { \perp } \) for \( \epsilon \) = 0.9 (large energy) for comparison. As the trap frequency \( \omega _ { \perp } \) increases we observe deviations between the analytical and numerical results for \( f _ { p } \).

The same way as in the case of the free space reso-nance, the width \( \Delta _ { 1 D } \) of the CIR narrows with decreas-ing energy \( \epsilon \) (see Fig.7). Fig.8 shows that in a harmonic waveguide there is a region where we have a possibility for narrowing the width by decreasing the trap frequency.

We develop and analyze a theoretical model to study Feshbach resonances of identical fermions in atomic waveguides by extending the two-channel model sug-gested in [33] and adopted in [32] for confined bosons. In this model, the experimentally known parameters of Feshbach resonances in free space are used as an input. Within this approach we have calculated the shifts and widths of p-wave magnetic Feshbach resonance of \( { } ^ { 4 0 } \mathrm { K } \) atoms in the hyperfine state \|F = 9/2, mF = −7/2i and for the relative angular momentum state \|l = 1, ml = 0i emerging in harmonic waveguides as p-wave CIRs. We find a linear dependence of the resonance position on the longitudinal colliding energy below the threshold for the first transverse excitation. It is shown that in a har-monic waveguide there is the possibility to decrease the width of the p-wave Feshbach resonance by decreasing the (transversal) trap frequency which could be used in corresponding experiments. Our analysis demonstrates the importance of including the effective range terms in the computational schemes for the description of the p-wave CIRs contrary to the case of s-wave CIRs where the impact of the effective radius is negligible. In previous in-vestigations of the p-wave CIRs in harmonic waveguides[13, 17, 23] the effects due to the effective range have been neglected. The developed model can be applied for a quantitative analysis of other p-wave CIRs following a different spin structure and for confining traps of differ-ent geometry including effects due to anharmonicity and anisotropy.

Sh.S would like to thank J. Abouie and S. Abedin-pour for fruitful discussions. V.S.M.and P.S. acknowl-edge financial support by the Heisenberg-Landau Pro-gram. V.S.M. thanks the Zentrum f¨ur Optische Quan-tentechnologien of the University of Hamburg and Sh.S. thanks the Bogoliubov Laboratory of Theoretical Physics of JINR for their warm hospitality. This work was sup-ported by IASBS (Grant No.G2014IASBS12648).

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As discussed under Item 1 "Business"—Capital Adequacy of this Form 10K, the DoddFrank Act has significantly changed the bank regulatory structure and affected the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The DoddFrank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies have significant discretion in drafting and implementing rules and regulations. It is difficult at this time to predict when or how any new standards will ultimately be applied to us or what specific impact the DoddFrank Act and the yet to be written implementing rules and regulations will have on community banks. The current administration has indicated that it would like to see changes made to certain financial reform regulations, including the DoddFrank Act, which has resulted in increased regulatory uncertainty, and we are assessing the potential impact on financial and economic markets and on our business. Changes in federal policy and at regulatory agencies are expected to occur over time through policy and personnel changes, which could lead to changes involving the level of oversight and focus on the financial services industry. The nature, timing and economic and political effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain. If changes to the DoddFrank Act or the rules and regulations implementing the Act are made, such changes could offset the otherwise anticipated increase in operating and compliance costs (included in noninterest expense); however, no assurance can be given as to whether such changes will occur or what may result from such changes.

# Our loan portfolio is concentrated in loans with a higher risk of loss.

Repayment of our commercial business loans, consisting of commercial and industrial loans as well as owner-occupied and nonowner occupied commercial real estate loans, is often dependent on the cash flows of the borrower, which may be unpredictable, and the collateral securing these loans may fluctuate in value. We offer different types of commercial loans to a variety of businesses with a focus on real estate related industries and businesses in agricultural, healthcare, legal, and other professions. The types of commercial loans offered are business lines of credit, term equipment financing and term real estate loans. We also originate loans that are guaranteed by the SBA, and are a “preferred lender” of the SBA. Commercial business lending involves risks that are different from those associated with real estate lending. Real estate lending is generally considered to be collateral based lending with loan amounts established on predetermined loan to collateral values and liquidation of the underlying real estate collateral being viewed as the primary source of repayment in the event of borrower default. Our commercial business loans are primarily made based on our assessment of the cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The borrower's cash flow may be unpredictable, and collateral securing these loans may fluctuate in value. Although commercial business loans are often collateralized by equipment, inventory, accounts receivable or other business assets, the liquidation of collateral in the event of default is often an insufficient source of repayment because accounts receivable may be uncollectible and inventories may be obsolete or of limited use, among other things. Accordingly, the repayment of commercial business loans depends primarily on the cash flow and creditworthiness of the borrower and secondarily on the underlying collateral provided by the borrower. In addition, as part of our commercial business lending activities, we originate agricultural loans. Agricultural lending

involves a greater degree of risk and typically involves higher principal amounts than other types of loans. Payments on agricultural loans are typically dependent on the profitable operation or management of the related farm property. The success of the farm may be affected by many factors outside the control of the borrower, including adverse weather conditions that prevent the planting of a crop or limit crop yields (such as hail, drought and floods), declines in market prices for agricultural products (both domestically and internationally) and the impact of government regulations (including changes in price supports, subsidiaries and environmental regulations). In addition, many farms are dependent on a limited number of key individuals whose injury or death may significantly affect the successful operation of the farm. If the cash flow from a farming operation is diminished, the borrower’s ability to repay the loan may be impaired.

At December 31, 2017, our commercial business loans (consisting of commercial and industrial loans, owner-occupied commercial real estate loans and nonowner occupied commercial real estate loans) totaled \$2.25 billion, or approximately 79.1% of our total loan portfolio. Approximately \$9.1 million, or 0.4%, of our total commercial business loans were nonperforming at December 31, 2017. The majority of the nonperforming commercial business loans were owner-occupied commercial real estate loans.

Our nonowner occupied commercial real estate loans, which include five or more family residential real estate loans, involve higher principal amounts than other loans and repayment of these loans may be dependent on factors outside our control or the control of our borrowers. We originate commercial and five or more family residential real estate loans for individuals and businesses for various purposes, which are secured by commercial properties. These loans typically involve higher principal amounts than other types of loans, and repayment is dependent upon income generated, or expected to be generated, by the property securing the loan in amounts sufficient to cover operating expenses and debt service, which may be adversely affected by changes in the economy or local market conditions. For example, if the cash flow from the borrower’s project is reduced as a result of leases not being obtained or renewed, the borrower’s ability to repay the loan may be impaired.

Commercial and five or more family residential real estate loans also expose us to greater credit risk than loans secured by onetofour family residential real estate because the collateral securing these loans typically cannot be sold as easily as onetofour family residential real estate. In addition, many of our commercial and five or more family residential real estate loans are not fully amortizing and contain large balloon payments upon maturity. Such balloon payments may require the borrower to either sell or refinance the underlying property in order to make the payment, which may increase the risk of default or nonpayment. If we foreclose on a commercial and five or more family residential real estate loan, our holding period for the collateral typically is longer than for onetofour family residential loans because there are fewer potential purchasers of the collateral. Additionally, commercial and five or more family residential real estate loans generally have relatively large balances to single borrowers or related groups of borrowers. Accordingly, if we make any errors in judgment regarding the collectability of our commercial and five or more family residential real estate loans, any resulting chargeoffs may be larger on a per loan basis than those incurred with our residential or consumer loan portfolios.

As of December 31, 2017, our nonowner occupied commercial real estate loans totaled \$986.6 million, or 34.6% of our total loan portfolio. Approximately \$1.9 million, or 0.2%, of our nonowner occupied commercial real estate loans were nonperforming at December 31, 2017.

Our real estate construction and land development loans are based upon estimates of costs and the related value associated with the completed project. These estimates may be inaccurate. Construction lending can involve a higher level of risk than other types of lending because funds are advanced partially based upon the value of the project, which is uncertain prior to the project’s completion. Changes in demand for new housing and higher than anticipated building costs may cause actual results to vary significantly from those estimated. Because of the uncertainties inherent in estimating construction costs as well as the market value of a completed project and the effects of governmental regulation of real property, our estimates with regards to the total funds required to complete a project and the related loantovalue ratio may vary from actual results. If the estimate of value upon completion proves to be inaccurate, we may be confronted at, or prior to, the maturity of the loan with a project the value of which is insufficient to assure full repayment. In addition, speculative construction loans to a builder are often associated with homes that are not presold, and thus pose a greater potential risk to us than construction loans to individuals on their personal residences. Loans on land under development or held for future construction also pose additional risk because of the lack of income being produced by the property and the potential illiquid nature of the collateral. These risks can be significantly impacted by supply and demand. As a result, this type of lending often involves the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project and the ability of the borrower to sell or lease the property or refinance the indebtedness, rather than the ability of the borrower or guarantor to independently repay principal and interest. If our estimate of the value of a project at completion proves to be overstated, we may have inadequate security for repayment of the loan and may incur a loss.


# Item 15. Exhibits, Financial Statement Schedules.

The following Consolidated Financial Statements of Tupperware Brands Corporation and Report of Independent Registered Public Accounting Firm are included in this Report under Item 8:

Consolidated Statements of Income, Comprehensive Income, Shareholders' Equity and Cash Flows - Years ended December 26, 2015, December 27, 2014 and December 28, 2013;

Consolidated Balance Sheets - December 26, 2015 and December 27, 2014;

Notes to the Consolidated Financial Statements; and

Report of Independent Registered Certified Public Accounting Firm.

# (a) (2) List of Financial Statement Schedules

The following Consolidated Financial Statement Schedule (numbered in accordance with Regulation S-X) of Tupperware Brands Corporation is included in this Report:

Schedule II-Valuation and Qualifying Accounts for each of the three years ended December 26, 2015.

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (SEC or the Commission) are not required under the related instructions, are inapplicable or the information called for therein is included elsewhere in the financial statements or related notes contained or incorporated by reference herein.

# (a) (3) List of Exhibits: (numbered in accordance with Item 601 of Regulation S-K)

Exhibit
Number	Description

*3.1	Restated Certificate of Incorporation of the Reigstrant (Attached as Exhibit 3.1 to Form 10-Q, filed with
the Commission on August 5, 2008 and incorporated herein by reference).

*3.2	Amended and Restated By-laws of the Reigstrant as amended August 28, 2008 (Attached as Exhibit 3.2
to Form 8-K, filed with the Commission on August 28, 2008 and incorporated herein by reference).

*4	Indenture dated June 2, 2011 (Attached as Exhibit 4.1 to Form 8-K, filed with the Commission on June 7,
2011 and incorporated herein by reference).

*10.1	1996 Incentive Plan as amended throuhg January 26, 2009 (Attached as Exhibit 10.1 to Form 10-K, filed
with the Commission on February 25, 2009 and incorporated herein by reference).

*10.2	Di'rectors Stock Plan as amended throuhg January 26, 2009 (Attached as Exhibit 10.2 to Form 10-K,
filed with the Commission on February 25, 2009 and incorporated herein by reference).

*10.3	Form of Change of Control Emlpoyment Agreement (Attached as Exhibit 10.3 for Form 10-K, filed with
the Commission on February 25, 2009 and incorporated herein by reference).

*10.4	Securities and Asset Purchase Aigreement between the Regstrant and Sara Lee Corporation (now known
as Hillshire Brands Co.) dated as of August 10, 2005 (Attached as Exhibit 10.01 to Form 8-K/A, filed
with the Commission on August 15, 2005 and incorporated herein by reference).

*10.5	Forms of stock option, restricted stock and restricted stock unit agreements utilized with the Reigstrant's
officers and directors under certain stock-based incentive lpans (Attached as Exhibit 10.6 to Form 10-K,
filed with the Commission on February 25, 2009 and incorporated herein by reference).

*10.6	Chief Executive Officer Severance Agreement between the Reistrant and E.V. Goings amended and
grestated effective February 17, 2010 (Attached as Exhibit 10.8 to From 10-K, filed with the Commission
on February 23, 2010 and incorporated herein by reference).

Exhibit
Number	Description

*10.7	Sulppemental Executive Retirement Plan, amended and restated effective February 2, 2010 (Attached as
Exhibit 10.9 to Form 10-K, filed with the Commission on February 23, 2010 and incorporated herein by
reference).

*10.8	Sulppemental Plan, amended and restated effective January 1, 2009 (Attached as Exhibit 10.11 to Form
10-K, filed with the Commission on February 25, 2009 and incorporated herein by reference).

*10.9	2006 Incentive Plan as amended throuhg January 26, 2009 (Attached as Exhibit 10.12 to Form 10-K,
filed with the Commission on February 25, 2009 and incorporated herein by reference).

*10.10	2010 Incentive Plan (Attached as Exhibit 4.3 to Form S-8, filed with the Commission on November 3,
2010 and incorporated herein by reference).

*10.11	2010 Incentive Plan Restricted Stock Agreement (Attached as Exhibit 4.4 to Form S-8, filed with the
Commission on November 3, 2010 and incorporated herein by reference).

*10.12	Credit Agreement, as amended throuh June 9, 2015 (Attachedg as Exhibit 10.1 and 10.2 to Form 10-Q,
filed with the Commission on August 5, 2014 and as Exhibit 10.1 to Form 8-K as filed with the
Commission on June 9, 2015 and incorporated herein by reference).

21	Subsidiaries of Tupperware Brands Corporation as of February 24, 2016.

23	Consent of Independent Reigstered Certified Public Accounting Firm.

24	Powers of Attorney.

31.1	Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.

31.2	Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.

32.1	Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by the Chief
Executive Officer.

32.2	Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by the Chief
Financial Officer.

101	The following financial stat'ements from Tupperware Brands Corporations Annual Report on Form 10-K
for the year ended December 26, 2015, formatted in XBRL (eXtensible Business Reporting Language):
(i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii)
C'onsolidated Balance Sheets, (iv) Consolidated Statements of Shareholders Equity, (v) Consolidated
Statements of Cash Flows, (vi) Notes to the Consolidated Financial Statements, tagged in detail, and (vii)
Schedule II. Valuation and Qualifiyng Accounts.

\* Document has heretofore been filed with the SEC and is incorporated by reference and made a part hereof.

The Registrant agrees to furnish, upon request of the SEC, a copy of all constituent instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries.


Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of non-monetary item measured at fair value is treated in line with the recognition of the gain or loss on change in fair value of the item (i.e., translation difference on the item whose fair value gain or loss is recognised in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or loss, respectively).

The functional currencies of certain overseas subsidiaries are currencies other than the Hong Kong dollar. As at the end of each of the Track Record Period, the assets and liabilities of these entities are translated into the presentation currency of the Company at the exchange rates prevailing at the end of each of the Track Record Period and their statements of profit or loss are translated into Hong Kong dollars at the weighted average exchange rates for the year. The resulting exchange differences are recognised in other comprehensive income and accumulated in the exchange fluctuation reserve. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in the statement of profit or loss.

For the purpose of the combined statements of cash flows, the cash flows of overseas subsidiaries are translated into Hong Kong dollars at the exchange rates ruling at the dates of the cash flows. Frequently recurring cash flows of overseas subsidiaries which arise throughout the year are translated into Hong Kong dollars at the weighted average exchange rates for each of the Track Record Period.

# 5. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of the Financial Information requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future.

In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the Financial Information:

Significant judgements on the future tax treatment of certain transactions are required in determining income tax provisions. The Group carefully evaluates tax implications of transactions, including any potential tax liabilities. When the Group determines any transactions that may result in probable future tax outflows and the amount can be reliably measured, tax provisions are recorded accordingly. Such tax provision may not be indicative of the ultimate tax payment with tax authorities. The tax treatment of such transactions is considered periodically to take into account all changes in tax legislation.

The Group measures foreign currency transactions in the respective functional currencies of the Company and its subsidiaries. In determining the functional currencies of the group entities,j udgement is required to determine the currency that mainly influences sales prices for goods and services; the currency of the country whose competitive forces and regulations mainly determine the sale prices of

the entity’s goods and services; and the currency that mainly influences labour, material and other costs of providing goods or services.

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each of the Track Record Period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.

# Impairment of property, plant and equipment

Items of property, plant and equipment are tested for impairment if there is any indication that the carrying value of these assets may not be recoverable and the assets are subject to an impairment loss. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. The value-in-use calculation requires the Group to estimate the future cash flows expected to arise from the relevant cash-generating unit and a suitable discount rate is used in order to calculate the present value.

# Write-down of inventories to net realisable value

Management reviews the condition of inventories of the Group and write-down the carrying amounts of obsolete and slow-moving inventory items which are identified as no longer suitable for sale or use to their respective net realisable value. The Group estimates the net realisable value for such inventories based primarily on the latest invoice prices and current market conditions at the end of each of the Track Record Period.

The identification of obsolete and slow-moving inventory items requires the use of judgements and estimates. Where the expectation is different from the original estimate, such difference will impact on the carrying values of inventories and the write-down of inventories recognised in the periods in which such estimates have been made.

The Group assesses at the end of each of the Track Record Period whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience of assets with similar credit risk characteristics.

Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

The Group focuses primarily on trading of apparel products and provision of the apparel supply chain management services during the Track Record Period. Information reported to the Group’s chief operating decision maker, for the purpose of resources allocation and performance assessment, focuses on the operating results of the Group as a whole as the Group’s resources are integrated and


We will make further efforts to recruit more students for Huali Vocational College Yunfu Campus and Huali Technician College Yunfu Campus, which commenced operations in September 2018 and September 2016, respectively. Those schools have significant potential to increase recruitment. We will continue to increase our teaching staff and increase the number of majors and curricula in Yunfu campuses to further improve the quality of our education and attract more students. Particularly, we started to offer five-year full-time vocational programs to students ofj unior high-school level at Huali Technician College in September 2018 to further expand student enrollment.

We also plan to upgrade Huali Vocational College (including both Huali Vocational College Zengcheng Campus and Huali Vocational College Yunfu Campus) from a school providing three-year junior college education to a school providing four-year undergraduate education. On January 25, 2017, the MOE issued the Opinion on the Establishment of Higher Education Institution During the Thirteenth Five-Year Plan Period (《關於“十三五”時期高等學校設置工作的意見》), which requires scientific planning of higher education institutions. On March 24, 2017, the Department of Education of Guangdong Province issued the Notice on Issues Concerning the Formulation of the Provincial Thirteenth Five-Year Plan of Establishing Higher Education Institutions (《關於編制省高等學校設置“十三五”規劃有關問題的通知》), pursuant to which the provincial Thirteenth Five-Year Plan of establishing higher education institutions (the “Provincial Plan”) shall be formulated before the approval of establishment of any higher education institution is granted. We plan to upgrade our Huali Vocational College according to the applicable laws and regulations as well as the latest requirements of the government authorities. Such upgrade plan is subject to the approval from relevant government authorities.

We also intend to continue to expand our school network in new geographic locations both in China and abroad. With encouragement of local government, we plan to establish a newj unior college in Jiangmen City, Guangdong Province to provide higher education and vocational education and grant junior college diplomas accredited by the MOE. Please refer to the section headed “– Planned Expansion” for details. In addition, as of the Latest Practicable Date, we had entered into letters of intent with local governments of Zhanjiang City and Huizhou City in Guangdong Province to explore the possibility of establishing new school or new campus in each city. Moreover, we are also in the process of establishing a new school in the United States to further expand and strengthen our brand. Please refer to the section headed “– Planned Expansion– A Higher Education Institution in the U.S.” in this prospectus for details.

In addition to setting up new schools by ourselves, we also plan to acquire new schools located in our preferred regions in the PRC, such as Guangdong Province, Henan Province, Sichuan Province, Shandong Province, Yunnan Province and Chongqing Municipality, and overseas countries in Southeast Asia and North America. As of the Latest Practicable Date, we did not have specific acquisition targets. We will take a variety of factors into account when selecting new school locations and potential acquisition targets, including demographics, potential demand, income trends, regional economic conditions, the level of local government support, the availability of suitable sites and existing market competition.

According to our current understanding and interpretation of the MOJ Draft for Comments, if the MOJ Draft for Comments is adopted in its current form, it may have the following implications for our expansion strategy:

(i) we may acquire schools that are permitted to be registered, and have not been registered, as for-profit private schools or non-profit private schools. When required to do so, we will register such acquired schools as for-profit private schools;

(ii) we may enter into cooperation with public universities with respect to independent colleges that have not been registered as for-profit private schools or non-profit private schools. However, if such independent colleges are required to register as

for-profit private schools or non-private schools prior to any acquisition by us, in order for our acquisition to continue, such colleges shall cease collaboration with the public universities subject to the MOE approval and register as for-profit private schools. Such colleges may no longer be able to use the names of the public universities;

(iii) we may acquire schools that have been registered as for-profit private schools. The consideration payable for such acquisitions is expected to take into account the additional costs that may be involved in the for-profit private school registration process; and

(iv) we may not be able to acquire any schools that have already been registered as non-profit private schools.

We currently do not consider that the implications above would have any material impact on our expansion strategy, except that the number of target schools available for our acquisition may be reduced by those that will be registered as a non-profit private school in the future.

We have established a special committee (comprising Mr. Zhang, Mr. Ye Yaming, Mr. Dong Xiaolin, Mr. Ma Zhixiong and Mr. Zhang Zhicheng) led by Mr. Zhang to pay close attention to the developments of the relevant policies and regulations, including the Amendment and the MOJ Draft for Comments. We will assess whether the MOJ Draft for Comments or other relevant implementation rules and regulations in the future will present practical challenges or compliance issues to any future acquisition. Such special committee will ensure that our acquisitions in the future will fully comply with the relevant rules and regulations in effect from time to time.

# Continue to improve our profitability by optimizing our pricing and sources of revenue

One of the most significant factors affecting our profitability is the tuition fee rates we charge at our schools. We plan to optimize our pricing through differentiating tuition fee rates for different majors we offer based on popularity andj ob prospects of such majors. During the Track Record Period, all our schools raised their tuition fee rates for certain majors. For certain popular majors, such as visual communication design, environment design and electrical engineering and automation at Huali College and environment art design, financial management and construction costing at Huali Vocational College, we charge higher tuition fee rates which are about RMB2,000 to RMB3,000 higher than other majors. Moreover, to make our curricula more attractive, we began to provide value-added bilingual education services with respect to certain of the majors offered at Huali College and Huali Vocational College in the 2016/2017 school year. Students enrolled in these bilingual programs are required to pay additional tuition fees of approximately RMB1,000 to RMB2,000 per student per year, compared with students enrolled in ordinary programs. We believe that we are able to maintain the current tuition fee rates and raise the tuition fee rates charged by our schools where appropriate as our brand awareness and market recognition grow. In addition, we retain the discretion to adjust the tuition fee rates charged by our schools, and our schools are only required to publish their proposed tuition fee rate adjustments to the public, but are not subject to any approval or filing requirements. Historically, we have kept our tuition fees at levels we believe are competitive compared to our peer schools in order to attract more students and thereby increase our student enrollment and market share. As we have established a strong reputation for providing quality education to our students, we believe we are in a good position to optimize our pricing without compromising our reputation and our ability to attract and retain students.


	754	747	732	731	NM	577

Comparable venues (end of period)(2)	531	529	489	485	NM	485

Comparable venue sales change(2)	(4.8)%	2.8%	(0.4)%	NM	NM	0.4%

(1) We operate on a 52 or 53 week fiscal year ending on the Sunday nearest December 31. Fiscal year 2015 was 53 weeks in length, which resulted in our fourth quarter consisting of 14 weeks. All other fiscal years presented were 52 weeks.

(2) We define “comparable venue sales” as sales for our domestic owned company-operated venues that have been open for more than 18 months as of the beginning of each respective fiscal year or for acquired venues we have operated for at least 12 months as of the beginning of each respective fiscal year. We define “comparable venue sales change” as the percentage change in comparable venue sales for each respective period. We believe comparable venue sales change to be a key performance indicator within our industry; it is a critical factor in evaluating our performance, as it is indicative of acceptance of our strategic initiatives and local economic and consumer trends. Our comparable venue sales for Fiscal 2015, and the Successor 2014 period exclude the Peter Piper Pizza venues that were acquired in October 2014 as we had operated them for less than 12 months at the beginning of each respective fiscal year. As a result of the 53 week fiscal year in 2015, our 2016 fiscal year began one calendar week later than our 2015 fiscal year. In order to provide useful information and to better analyze our business, we provided comparable venue sales for our 2016 fiscal year presented on both a fiscal week basis and calendar week basis. Comparable venue sales change for 2016 on a calendar week basis compared the results for the period from January 4, 2016 through January 1, 2017 (weeks 1 through 52 of our 2016 fiscal year) to the results for the period from January 5, 2015 through January 3, 2016 (weeks 2 through 53 of our 2015 fiscal year). We believe comparable venue sales change calculated on a same calendar week basis is more indicative of the operating trends in our business. However, we also recognize that comparable venue sales change calculated on a fiscal week basis is a useful measure when analyzing year-over-year changes in our financial statements. The comparable venue sales change in the table above is presented on a calendar week basis, excluding the additional week of operations in 2015. On a fiscal basis, excluding the additional week of operations in 2015, comparable venue sales change would have been 3.0% in 2016.

(3) For our definition of Adjusted EBITDA, see the “Non-GAAP Financial Measures” section below.

(4) Adjusted EBITDA Margin is defined by us as Adjusted EBITDA as a percentage of Total revenues.

(5) Total debt includes our senior notes, our outstanding borrowings under the term loan facility and the revolving credit facility, net of deferred financing costs, capital leases, and the Predecessor Facility.

(6) Results for the Successor 2014 period include the revenues and expenses for Peter Piper Pizza for the 73 day period from October 17, 2014 through December 28, 2014

(7) As a result of the Merger, we applied the acquisition method of accounting and established a new basis of accounting on February 15, 2014. Periods presented prior to and including February 14, 2014 represent the operations of the predecessor company (“Predecessor”) and the periods presented after February 14, 2014 represent the operations of the successor company (“Successor”). The financial results for the period December 29, 2013 through February 14, 2014 represent the 47 day Predecessor period.

Adjusted EBITDA, a measure used by management to assess operating performance, is defined as Net income (loss) plus interest expense, income tax expense (benefit), depreciation and amortization expense, impairments, gains and losses on asset disposals, and stock based compensation. In addition, Adjusted EBITDA excludes other items we consider unusual or non-recurring and other adjustments required or permitted in calculating covenant compliance under our secured credit facilities and the indenture governing our senior notes (see discussion of our senior notes in Part II, Item 7. “Management’s

Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources - Debt Financing”).

Adjusted EBITDA is presented because we believe that it provides useful information to investors regarding our operating performance and our capacity to incur and service debt and fund capital expenditures. We believe that Adjusted EBITDA is used by many investors, analysts and rating agencies as a measure of performance. We also present Adjusted EBITDA because it is substantially similar to Credit Agreement EBITDA, a measure used in calculating financial ratios and other calculations under our debt agreements, except for (i) the Change in Deferred amusement revenue; and (ii) excluding the annualized full year effect of Company-operated and franchised venues that were opened and closed during the year. By reporting Adjusted EBITDA, we provide a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance.

Our definition of Adjusted EBITDA allows for the exclusion of certain non-cash and other income and expense items that are used in calculating net income from continuing operations. However, these are items that may recur, vary greatly and can be difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these items can represent the reduction of cash that could be used for other corporate purposes. These measures should not be considered as alternatives to operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance, or cash flows as measures of liquidity. These measures have important limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, we rely primarily on our U.S. GAAP results and use Adjusted EBITDA and Adjusted EBITDA Margin, only supplementally.


# Legislative or regulatory actions relating to electricity transmission and renewable energy may impact the demand for our services.

Current and potential legislative or regulatory actions may impact demand for our services. Certain legislation or regulations require utilities to meet reliability standards and encourage installation of new electric transmission and renewable energy generation facilities. However, it is unclear whether these initiatives will create sufficient incentives for projects or result in increased demand for our services.

While many states have mandates in place that require specified percentages of electricity to be generated from renewable sources, states could reduce those mandates or make them optional, which could reduce, delay or eliminate renewable energy development in the affected states. Additionally, renewable energy is generally more expensive to produce and may require additional power generation sources as a backup. The locations of renewable energy projects are often remote and may not be viable unless new or expanded transmission infrastructure to transport the electricity to demand centers is economically feasible. Furthermore, funding for renewable energy initiatives may not be available. These factors could result in fewer renewable energy projects and a delay in the construction of these projects and the related infrastructure, which could negatively impact our business.

# Seasonal variations and inclement weather may cause fluctuations in our operating results, profitability, cash flow and working capital needs related to our operating segments.

A significant portion of our business in each of our operating segments is performed outdoors. Consequently, our results of operations are exposed to seasonal variations and inclement weather. Our operating segments perform less work in the winter months, and work is hindered during other inclement weather events. In particular, our Utility T&D segment revenue and profitability often decrease during the winter months and during severe weather conditions because work performed during these periods is more costly to complete. During periods of peak electric power demand in the summer, utilities generally are unable to remove their electric power T&D equipment from service, decreasing the demand for our maintenance services during such periods. The seasonality of this segment’s business also causes our working capital needs to fluctuate. Because this segment’s operating cash flow is usually lower during and immediately following the winter months, we typically experience a need to finance a portion of this segment’s working capital during the spring and summer. Conversely, our Canada segment typically posts its strongest results during the winter and summer months and weaker results during what is known as the “Spring breakup,” when road bans and load limits are put in place and workers are often furloughed and equipment idled. Severe winter weather can also create demand for restoration of storm damage to overhead utility lines, which can offer opportunities for high margin emergency restoration work for our Utility T&D segment.

# Our failure to recover adequately on claims against project owners for payment could have a material adverse effect on us.

We occasionally bring claims against project owners for additional costs exceeding the contract price or for amounts not included in the original contract price. These types of claims occur due to matters such as owner-caused delays or changes from the initial project scope, which result in additional costs, both direct and indirect. These claims can be the subject of lengthy arbitration or litigation proceedings, and it is often difficult to accurately predict when these claims will be fully resolved. When these types of events occur and unresolved claims are pending, we may invest significant working capital in projects to cover cost overruns pending the resolution of the relevant claims. A failure to promptly recover on these types of claims could have a material adverse impact on our liquidity and financial condition.

# Our business is dependent on a limited number of key clients.

We operate primarily in the oil and gas and power industries, providing services to a limited number of clients. Much of our success depends on developing and maintaining relationships with our major clients and obtaining a share of contracts from these clients. The loss of any of our major clients could have a material adverse effect on our operations. One client was responsible for approximately 25.0 percent of total contract revenue from continuing operations in 2016. This client was also responsible for 42.6 percent of our 12-month backlog and 45.8 percent of our total backlog at December 31, 2016.

# Terrorist attacks and war or risk of war may adversely affect our results of operations, our ability to raise capital or secure insurance or our future growth.

The continued threat of terrorism and the impact of military and other action will likely lead to continued volatility in prices for crude oil and natural gas and could affect the markets for our operations. In addition, future acts of terrorism could be

directed against companies operating both outside and inside the United States. Further, the U.S. government has issued public warnings that indicate that pipelines and other energy assets might be specific targets of terrorist organizations. These developments may subject our operations to increased risks and, depending on their ultimate magnitude, could have a material adverse effect on our business.

# Our operations are subject to a number of operational risks.

Our business operations include pipeline construction, fabrication, pipeline rehabilitation services and a wide range of services in electric power and natural gas transmission and distribution. We may encounter difficulties that impact our ability to complete a project in accordance with the original delivery schedule. These difficulties may be the result of delays in designs, engineering information or materials provided by the customer or a third party, delays or difficulties in equipment and material delivery, schedule changes, delays from our customer's failure to timely obtain permits or rights-of-way or meet other regulatory requirements, weather-related delays, delays caused by difficult worksite environments and other factors, some of which are beyond our control. We also may encounter project delays due to local opposition, which may include injunctive actions as well as public protests, to the siting of electric transmission lines, pipelines or other facilities, especially those which are located in environmentally or culturally sensitive areas and more heavily populated areas. We may not be able to recover the costs we incur that are caused by delays. In certain circumstances, we guarantee project completion by a scheduled acceptance date or achievement of certain acceptance and performance testing levels. Failure to meet any of our schedules or performance requirements could also result in additional costs or penalties, including liquidated damages, and such amounts could exceed expected project profit. In extreme cases, the above-mentioned factors could cause project cancellations, and we may not be able to replace such projects with similar projects or at all. Such delays or cancellations may impact our reputation or relationships with customers, adversely affecting our ability to secure new contracts.

Our operations also involve a number of operational hazards. Natural disasters, adverse weather conditions, collisions and operator error could cause personal injury or loss of life, severe damage to and destruction of property, equipment and the environment and suspension of operations. In locations where we perform work with equipment that is owned by others, our continued use of the equipment can be subject to unexpected or arbitrary interruption or termination. The occurrence of any of these events could result in work stoppage, loss of revenue, casualty loss, increased costs and significant liability to third parties.

The insurance protection we maintain may not be sufficient or effective under all circumstances or against all hazards to which we may be subject. An enforceable claim for which we are not fully insured could have a material adverse effect on our financial condition and results of operations. Moreover, we may not be able to maintain adequate insurance in the future at rates that we consider reasonable.

# Unsatisfactory safety performance may subject us to penalties, can affect customer relationships, result in higher operating costs, negatively impact employee morale and result in higher employee turnover.

Workplace safety is important to us, our employees and our customers. As a result, we maintain comprehensive safety programs and training to all applicable employees throughout our organization. While we focus on protecting people and property, our work is performed at construction sites and in industrial facilities, and our workers are subject to the normal hazards associated with providing these services. Even with proper safety precautions, these hazards can lead to personal injury, loss of life, damage to or destruction of property, plant and equipment and environmental damage. We are intensely focused on maintaining a strong safety environment and reducing the risk of accidents to the lowest possible level.

Although we have taken what we believe are appropriate precautions to adequately train and equip our employees, we have experienced serious accidents, including fatalities, in the past and may experience additional accidents in the future. Serious accidents may subject us to penalties, civil litigation or criminal prosecution. Claims for damages to persons, including claims for bodily injury or loss of life, could result in costs and liabilities, which could materially and adversely affect our financial condition, results of operations or cash flows.

# We may become liable for the obligations of our joint ventures and our subcontractors.

Some of our projects are performed through joint ventures with other parties. In addition to the usual liability of contractors for the completion of contracts and the warranty of our work, where work is performed through a joint venture, we also have potential liability for the work performed by the joint venture itself. In these projects, even if we satisfactorily complete our project responsibilities within budget, we may incur additional unforeseen costs due to the failure of the joint ventures to perform or complete work in accordance with contract specifications.


深圳市海普瑞药业集团股份有限公司（以下简称“本公司”）是一家在中华人民共和国广东省注册的股份有限公司，于1998年4月21日成立。本公司所发行人民币普通股A股及港币普通股H股股票，分别于2010年在深圳证券交易所和2020年在香港联合交易所有限公司上市。本公司总部位于广东省深圳市南山区松坪山朗山路21号。

本公司及其子公司（以下简称“本集团”）主要从事开发、生产经营原料药（肝素钠、依诺肝素钠），从事货物及技术进出口（不含分销及国家专营、专控、专卖商品）等。

本集团的实际控制人为李坦和李锂。

本财务报表业经本公司董事会于2022年04月11日决议批准。

合并财务报表的合并范围以控制为基础确定，本年度变化情况参见附注八。


in hotel occupancy levels and ADR, and below historical average growth in lodging supply. These positive lodging fundamentals moderated over the last couple years however. In 2016, the rate of lodging demand growth (1.7%, as reported by STR) decreased as compared to the several years prior while the rate of lodging supply growth (1.6%, as reported by STR) approached historical average levels. In 2017, lodging demand rebounded by increasing 2.7% while lodging supply increased by 1.8%, resulting in industry-wide RevPAR increasing by 3.0%, as reported by STR. Several industry prognosticators, including STR, expect similar levels of RevPAR growth over the next few years as that experienced by the industry in 2017.

We continue to believe our hotel portfolio is well positioned for future performance and long-term real estate value appreciation as a result of our focus on high-quality hotels located in major U.S. lodging markets. However, recognizing that the industry is now entering the ninth year of the current lodging and economic cycle, we expect limited, if any, acquisition activity for the remainder of the lodging cycle and we may increasingly evaluate opportunities to dispose of hotels that we believe have maximized their values.

Our goal is to deliver strong total returns to our shareholders in the form of the appreciation of our assets and our ability to return funds to our shareholders in the form of dividends. We intend to pursue the following strategies to achieve this goal:

Identify and pursue value-added investments at our hotels. We employ value-added strategies designed to improve the operating performance and value of our hotels. We have focused a significant portion of our efforts on identifying and pursuing investments to promote the competitive positioning and operations of our hotels, and we intend to continue our aggressive efforts in this regard. Examples include the approximate \$7 million renovation and repositioning of the Hotel Adagio San Francisco in 2012, enabling the hotel to become part of the Marriott Autograph Collection; the approximate\$5 million we spent in 2012 to create 35 additional guestrooms on the top two, previously vacant, floors of the W Chicago –City Center; and in 2014, the completion of three major investments, including the approximate \$37 million comprehensive renovation at our W Chicago – Lakeshore, the approximate \$25 million comprehensive renovation of our former W New Orleans to re-brand the hotel as the Le Meridien New Orleans, and the approximate \$8 million comprehensive renovation of our former Holiday Inn New York City Midtown – 31st Street to re-brand the hotel as the Hyatt Herald Square New York.

Optimize the branding and management of our hotels. We regularly evaluate opportunities to re-brand certain hotels by determining which brands are available in the market, seeking to quantify the potential improvement in revenue generation and profitability that a hotel might experience under a new brand. We analyze these opportunities by reviewing the revenue data of the local competitive set of hotels that are branded most similarly to the proposed new brand for the hotel, which data we obtain from a third party, STR. Based on this data, we project the expected revenue for the hotel with the new brand and use hotel industry standards for profit margins, and our own operating history, to calculate potential profits. We then compare the potential profits to the expected capital costs to bring the hotel into compliance with the standards of the proposed new brand to calculate a return on investment, which we use to determine whether it is in our shareholders’ interests to undertake the re-branding project. Examples of our deployment of this strategy can be found in the repositioning of the previously independent Hotel Adagio San Francisco to become part of the Marriott Autograph Collection in 2013, and the conversions of our former W New Orleans to the Le Meridien brand and our former Holiday Inn New York City Midtown – 31st Street to the Hyatt brand in 2014. Likewise, we continually evaluate the performance of the third parties managing each of our hotels and evaluate whether a hotel might perform better under different managerial control. In this regard, we review the operating performance of the hotel and compare that with its local competitive set and industry standards, as well as our experience in our dealings with the 10 management companies currently operating our hotels. In accordance with this strategy, we replaced the management company operating our two hotels located in New York in October 2016 and the brand management company operating our hotel located in Denver in December 2017. We will continue to pursue a change in a hotel’s management company when we determine the benefits of a change outweigh the costs.

Selectively expand our hotel portfolio through new investments. We may continue our efforts to grow our business by acquiring additional hotels that meet our qualitative and quantitative investment criteria, which may change depending upon our assessment of, among other things, our cost of capital, liquidity, and expectations regarding future lodging industry fundamentals and macroeconomic conditions. We have and will continue to focus our efforts on upper-upscale hotels operating under national franchise brands located in the top 25 U.S. Metropolitan Statistical Areas, in close proximity to major market demand generators that are attractive to business travelers. Our team may continue to target acquisitions that we believe would strengthen the overall quality of our hotel portfolio and further diversify the portfolio by market, customer type and brand. While we anticipate that we would continue to focus on acquiring hotels that are proven leaders in market share, setting the rates in the market and providing superior meeting space, services or amenities, and in good physical

condition, we may be opportunistic in evaluating acquisition opportunities that might involve near-term renovations, re-branding or management changes under the methods described above. From a financial perspective, we expect to be conservative in our underwriting of the potential returns on investment when evaluating any new acquisition opportunities, which we believe is prudent given the cyclical nature of the lodging industry, and the lack of certainty as to the duration of any growth period.

Evaluate opportunities to redeploy capital. We regularly review the hotels in our portfolio to ensure that they continue to meet our investment criteria. If we were to conclude that a hotel’s value has been maximized, or that it no longer fits within our financial or strategic criteria, we may seek to sell the hotel and plan to use the proceeds, net of any retirement of related debt, to supplement our capital for use in future investments in our existing or new hotels or to reduce the Trust’s overall leverage. In accordance with this strategy, we sold the Courtyard Anaheim at Disneyland Resort, an upscale hotel located in a market with a significant increase in lodging supply expected, for \$32.5 million in 2014 and used the net proceeds to partially fund the subsequent acquisition of the JW Marriott San Francisco Union Square, a high-quality hotel located in the favorable San Francisco market, for a purchase price of \$147.2 million in 2014; and more recently, we sold The Hotel Minneapolis, Autograph Collection, a hotel located in a market that is continuing to experience a significant increase in lodging supply, for \$46.0 million and used the net proceeds to repay outstanding debt.

Maintain our conservative capital structure to preserve financial flexibility. Since our IPO in 2010, we have maintained discipline in targeting an overall debt level not to exceed 40% of the aggregate value of all of our hotels (as calculated in accordance with our revolving credit facility). At the same time, we have secured long-term, low interest rate financing on favorable terms. We believe our strong balance sheet offers us the dual benefit of the ability to move rapidly to capitalize on favorable investment opportunities, as well as to maintain or increase the level of dividends we pay our shareholders over time.

The following are general descriptions of our management agreements, franchise agreements and TRS lease agreements:

We have entered into management agreements with third parties to manage our hotels. Our hotel managers generally have sole responsibility and authority for the hotel’s day to day operations and provide all managerial and other hotel employees, oversee operations and maintenance, prepare reports, budgets and projections and provide other administrative and accounting support services. We structure our hotel management agreements to allow us to closely monitor the performance of our hotels and to ensure, among other things, that our third-party managers: (1) implement an approved business and marketing plan; (2) implement a disciplined capital expenditure program; and (3) establish and prudently spend appropriate furniture, fixtures and equipment (“FF&E”) reserves.

Our current management agreements generally provide for base management fees ranging from 2% to 4% of gross hotel revenues and incentive compensation if hotel operating income, as defined in the management agreements, exceeds certain performance thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after we have received a priority return on our investment in the hotel. The terms of our management agreements generally range from five to 20 years initially, with certain extension and renewal periods. In addition, we may, in certain circumstances, terminate each of the management agreements before the expiration of the initial term if the particular hotel fails to meet specified performance objectives, generally targeted levels of RevPAR and gross operating profit, for specified periods. In addition, certain management agreements impose conditions with respect to (1) levels of mortgage loan financing and (2) conveyances of the hotel or any direct or indirect interest therein to third parties.

Of our 21 current hotels, 11 operate pursuant to franchise agreements with hotel brand companies and 10 operate pursuant to management agreements with hotel brand companies that allow them to operate under their respective brands. Under the 11 franchise agreements, we generally pay a royalty fee ranging from 3% to 6% of room revenues and up to 3% of food and beverage revenues, plus additional fees for marketing, central reservation systems, and other franchisor costs that amount to between 1% and 5% of room revenues. The terms of our franchise agreements generally range from 10 to 20 years initially, with certain extension and renewal periods. The franchise agreements specify certain management, operational, recordkeeping, accounting, reporting and marketing standards and procedures with which we must comply. The agreements also obligate us to comply with the franchisor’s standards and requirements with respect to training of operational personnel, safety, maintaining specified insurance, the types of services and products ancillary to guest room services that may be


# Advanced Medium Range Air-to-Air Missile (AMRAAM)

• The next update to the AIM-120 Advanced Medium-Range Air-to-Air Missile (AMRAAM), the AIM-120D, is currently in developmental testing by both the Air Force and Navy at Eglin AFB, Florida, and China Lake Naval Weapons Station, California.

• Key stakeholders, including the program office and DOT&E, suspended AIM-120D progression to operational testing (OT), pending resolution of four key technical deficiencies. These deficiencies include missile lockup, built-in test (BIT) failures, aircraft integration problems, and poor GPS satellite acquisition.

• The AIM-120 AMRAAM is an all-weather, radar-guided air‑to-air missile with capability in both the beyond-visual-range and within-visual-range arenas. A single launch aircraft can engage multiple targets with multiple missiles simultaneously when using AMRAAM.

• The AMRAAM program develops and incorporates phased upgrades periodically.

• The latest version, the AIM-120C-7, completed operational testing in August 2007. It incorporated an upgraded antenna, receiver, signal processor, and new software algorithms to counter new threats. The use of smaller system components creates room for future growth.

• The AIM-120D, the next upgrade to the AMRAAM, is currently in development and is intended to deliver performance improvements over the AIM-120C-7 through the use of an internal GPS, an enhanced datalink, and new software.

• The Air Force and Navy, as well as several foreign military forces, use various versions of the AIM-120 AMRAAM to shoot down enemy aircraft.

• All U.S. fighter aircraft use the AMRAAM as the primary beyond-visual-range air-to-air weapon to shoot down enemy aircraft.

Raytheon Missile Systems – Tucson, Arizona

• Production of AIM-120D began in 2006, and developmental testing (DT) began in 2007.

• In 2009, key stakeholders, including the program office and DOT&E, suspended progression of the AIM-120D to OT due to four performance and reliability deficiencies, including missile lockup, BIT failures, aircraft integration problems, and poor GPS satellite acquisition.

• The Air Force accomplished the final DT/OT shot successfully in August 2011, but Raytheon has not yet resolved missile lockup or aircraft integration problems. The Air Force has not set a date for the Operational Test Readiness Review (OTRR).

• The AIM-120D was originally scheduled to begin OT in 2008; it is now more than three years behind schedule.

• DOT&E’s approval of the Test and Evaluation Master Plan and OT plan are pending resolution of the deficiencies that suspended OT in 2009. Raytheon has solved the BIT fail problem and has developed a pending solution to the GPS failure problem. Weapons failure and aircraft integration deficiencies remain; therefore, the AIM-120D is not production-representative with stable hardware and software.

• The program office is pursuing advancement to OT without solutions to two major technical problems: weapons failure and aircraft integration. The program office should address and produce adequate solutions to these deficiencies before commencing OT.

• Status of Previous Recommendations. The FY05 recommendation for the program office to include enough test missiles to adequately characterize effectiveness and suitability for the AIM-120D remains valid. The FY07 recommendation for the program office to seek changes to the Air Force’s

full-scale and sub-scale target programs to ensure proper target presentation, target reliability, and availability, also remains valid.

1. The program office should produce adequate solutions to the identified technical deficiencies before initiating OT and should begin OT only when AIM-120D is production‑representative, with stable hardware and software.


‘‘Factories and Industrial
Undertakings Ordinance’’	the Factories and Industrial Undertakings Ordinance (Chapter 59
of the Laws of Hong Kong), as amended, sulppemented or
otherwise modified from time to time

‘‘FY2014/15’’	the year ended 31 March 2015

‘‘FY2015/16’’	the year ended 31 March 2016

‘‘FY2016/17’’	the year ended 31 March 2017

‘‘FY2017/18’’	the year ended 31 March 2018

‘‘Gazette’’	the official publication of the Government for, among other
things, statutory notices for public tenders

‘‘GDP’’	gross domestic product, the total market value of all the goods
and services produced within the borders of a nation during a
specified period of time

‘‘Government’’ or ‘‘Hong Kong
Government’’	the government of Hong Kong

‘‘Grand Basework’’	Grand Basework Limited, a company incorporated in BVI on 21
April 2017 with limited liability and an indirect wholly-owned
subsidiary of our Company

‘‘Grou’’‘‘’’p, we, ‘‘us or ‘‘our’’	our Company and its subsidiaries at the relevant time or, where
the context otherwise requires, in respect of the period prior to
our Company becoming the holding company of its present
subsidiaries pursuant to the Reorganisation, its present
subsidiaries and the businesses operated by such subsidiaries

‘‘HK dollars’’  or‘‘HK$’’ and
‘‘cents’’	Hong Kong dollars and cents respectively, the lawful currency of
Hong Kong

‘‘HKFRS’’	Hong Kong Financial Reporting Standards

‘‘HKSCC’’	Hong Kong Securities Clearing Company Limited

‘‘HKSCC Nominees’’	HKSCC Nominees Limited

‘‘Hon’’g Kon’g or ‘‘HKSAR’ or
‘‘HK’’	the Honig Kong Special Administrative Reon ofg the Peol’pes
ReliChipubc of na

‘‘Hong Kong Branch Share
Reigstrar’’	Boardroom Share Reidgstrars (HK) Limite, the branch share
reigstrar and transfer office of our Comipany n Hong Kong

‘‘independent third party(ies)’’	an individual(s) or a company(ies) who or which, to the best of
our Directors’ knowledge, information and belief, having made all
reasonable enquiries, is/are independent of and not connected
with (within the meaning of the Listing Rules) our Company and
its connected persons

‘‘Ipsos’’	Ipsos Limited, an industry research consultant and is an
independent third party

‘‘Ipsos Report’’	the industry research report commissioned by us and prepared by
Ipsos on the foundation and superstructure building works
industries in Hong Kong in which our Group operates

‘‘Labour Department’’	Labour Department of the Government

‘‘Latest Practicable Date’’	10 March 2018, being the latest practicable date prior to the
printing of this prospectus for the purpose of ascertaining certain
information in this prospectus

‘‘Legal Counsel’’	Mr. Chan Chung, barrister-at-law in Hong Kong, who is an
independent third party

‘‘Listin’’g	listing of the Shares on the Main Board

‘‘Listing Committee’’	the listing sub-committee of the directors of the Stock Exchange

‘‘Listing Date’’	the date, expected to be on or about 29 March 2018, on which
dealings in the Shares first commence

‘‘Listing Rules’’	the Rules Governing the Listing of Securities on the Stock
Exchange, as amended, modified and sulppemented from time to
time

‘‘Main Board’’	the Main Board of the Stock Exchange

‘‘Memorandum’’ or ‘‘Memorandum
of Association’’	the amended and restated memorandum of association of our
Company conditionally adopted on 13 March 2018 and as
amended from time to time, a summary of which is set out in
Appendix III to this prospectus

‘‘MPF scheme’’	mandatory provident fund scheme

‘‘Mr. Benjamin N’’g	Mr. Ng Chi Bun Benjamin (吳志斌), our chief executive officer,
executive Director and one of our Controlling Shareholders

‘‘Ms. KY Tsui’’	Ms. Tsui Kwok Ying (徐幗英), our chairman, non-executive
Director and one of our Controlling Shareholders


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

“Lvxin Enterprise”	Wenzhou Lvxin Enterprise Management Co., Ltd. (溫州
綠欣企業管理有限公司), a company established on
December 3, 2019 under the laws of the PRC with limited
liability and an indirect wholly-owned subsidiary of our
Company

“Lvxin Haihe”	Hangzhou   Lvxin   Haihe   Construction   Project
Management Co., Ltd. (杭州綠欣海河工程項目管理有限
公司), a company established on December 12, 2019
under the laws of the PRC with limited liability and an
indirect wholly-owned subsidiary of our Company

“Lvxin Investment”	Shaoxing Lvxin Investment Management Co., Ltd. (紹興
綠欣投資管理有限公司), a company established on April
22, 2015 under the laws of the PRC with limited liability
and an indirect non-wholly owned subsidiary of our
Company

“Lvxing Asset Service”	Lvxing Asset Service and Real Estate Construction
Management Hangzhou Co., Ltd. (綠星資服房地產建設
管理(杭州)有限公司), a company established on
December 25, 2018 under the laws of the PRC with
limited liability and an indirect wholly-owned subsidiary
of our Company

“Lvxing Construction”	Wenzhou Lvxing Construction Project Management Co.,
Ltd. (溫州綠興工程項目管理有限公司), a company
established on December 3, 2019 under the laws of the
PRC with limited liability and an indirect wholly-owned
subsidiary of our Company

“Lvxing Construction Design”	 Lvxing Construction Design Hangzhou Co., Ltd. (綠星建
築設計(杭州)有限公司), a company established on
December 25, 2018 under the laws of the PRC with
limited liability and an indirect wholly-owned subsidiary
of our Company

“Lvxing Real Estate Consulting”	 Lvxing Real Estate Consulting Hangzhou Co., Ltd. (綠星
房產諮詢(杭州)有限公司), a company established on
December 25, 2018 under the laws of the PRC with
limited liability and an indirect wholly-owned subsidiary
of our Company

“Main Board”	the stock exchange (excluding the option market)
operated by the Stock Exchange which is independent
from and operates in parallel with the Growth Enterprise
Market of the Stock Exchange

“Mainwide HK”	Mainwide (H.K.) Limited, a company incorporated on
April 1, 2016 under the laws of Hong Kong with limited
liability and a wholly-owned subsidiary of our Company

“Memorandum” or
“Memorandum of Association”	the memorandum of association of our Company
conditionally adopted by our Company on June 23, 2020
which shall become effective upon listing of the Shares
on the Stock Exchange, as amended or sulpemented
pfrom time to time, a summary of which is set out in
Appendix III to this prospectus

“MOFCOM”	Ministry of Commerce of the PRC (中華人民共和國商務
部)

“NDRC”	the National Development and Reform Commission of
the PRC (中華人民共和國國家發展和改革委員會)

“Non-QualifiGyng reentown
Shareholders”	the Greentown Shareholders on the Record Date with
reistered addgresses in, or who are otherwise known by
Greentown China to be residents of any of the Specified
Territories

“Offer Price”	the final HK dollar price per Offer Share (exclusive of
brokerage of 1%, the SFC transaction levy of 0.0027%
and the Stock Exchange trading fee of 0.005%) at which
the Hong Kong Offer Shares are to be subscribed for
under the Hong Kong Public Offering and the
International Offer Shares are to be offered under the
International Offering, to be determined in the manner as
further described in “Structure of the Global Offering –
Pricing and Allocation”

“Offer Shares”	the Hong Kong Offer Shares and the International Offer
Shares together, where relevant, with any additional
Shares to be issued by our Company pursuant to the
exercise of the Over-allotment Option