The movement in gross deferredi ncome tax assets andl iabilities during the year, without takingi nto consideration the offsetting of balances within the same taxj urisdiction,i s as follows:

	Amortization
of operating
lease

HK$’000

At 1 January 2017	2,142

Credited to the consolidated income statement	178

Exchange differences	156

At 31 December 2017 and 1 January 2018	2,476

Credited to the consolidated income statement	41

Disposal of a subsidiary	(2,573)

Exchange differences	56

At 31 December 2018	–

	Unrealized
earning	Amortization
of operating
lease	 Total

HK$’000	 HK$’000	 HK$’000

At 1 January 2017	−	(1,003)	(1,003)

Charged to the consolidated income statement	(241)	(301)	(542)

Exchange differences	(12)	(81)	(93)

At 31 December 2017 and 1 January 2018	(253)	(1,385)	(1,638)

Charged to the consolidated income statement	(42)	(129)	(171)

Disposal of a subsidiary	–	1,547	1,547

Exchange differences	13	(33)	(20)

At 31 December 2018	(282)	–	(282)

Deferred tax assets are recognized for taxl osses carry-forward to the extent that the realization of the related tax benefit through the future taxable profitsi s probable. As at 31 December 2018, the Group had unrecognized tax losses of approximately HK\$339,020,000 (2017: approximately HK\$344,853,000) to carry forward against future taxablei ncome, subject to agreement by the Inland Revenue Department of Hong Kong andl ocal tax bureau of the PRC. The decrease of unrecognized tax lossesi s mainly attributed to the disposal of Beijing Si Hai Jun Tian Trading Company Limited (“Si Hai Jun Tian”) andl apsed of certain taxl osses of the PRC subsidiaries during the year ended 31 December 2018. No deferred taxation has been recognisedi n respect of the taxl osses due to unpredictability of future profit streams. The taxl osses of the PRC subsidiaries have an expiry period of five years, while the taxl osses of Hong Kong subsidiaries have no expiry date.

The Group did not recognize deferredi ncome tax assets of approximately HK\$1,112,000 (2017: approximately HK\$2,571,000) in respect of taxl osses of approximately HK\$4,449,000 (2017: approximately HK\$10,282,000) that will expirei n five years from the yeari ncurred. The remaining tax losses of approximately HK\$334,571,000 (2017: approximately HK\$334,571,000) can be carried forwardi ndefinitely to offset against future taxablei ncome.

Deferredi ncome taxl iabilities of HK\$2,306,000 have not been recognized for the withholding tax and other taxes that would be payable on the unremitted earnings of certain subsidiaries andj oint ventures for the year ended 31 December 2017. Total unremitted earnings amounted to HK\$23,059,000 as at 31 December 2017. The unrecognized deferredi ncome taxl iabilitiesi n relation to the unremitted earnings decrease to nil is attributed to the disposal of Hao You during the year ended 31 December 2018.

Basic earnings/(loss) per sharei s calculated by dividing the profit/(loss) attributable to equity holders of the Company by the weighted average number of ordinary sharesi ni ssue during the year. Diluted earnings/(loss) per sharei s calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. Diluted earnings/(loss) per share for the years ended 31 December 2018 and 2017 were the same as basic earnings/(loss) per share as the Company had no potentially dilutive ordinary sharesi ni ssue during these years.

	2018	2017

Weighted average number of ordinary shares in issue (thousands)	13,498,107	13,498,107

Loss from continuing operations attributable to equity
holders of the Company (HK$’000)	(67,026)	(142,528)

Basic and diluted loss per share from continuing operations
attributable to equity holders of the Company
(HK cents per share)	(0.49)	(1.06)

Profit from discontinued operations attributable to
equity holders of the Company (HK$’000)	140,763	38,859

Basic and diluted earnings per share from discontinued operations
attributable to equity holders of the Company
(HK cents per share)	1.04	0.29

Earnings/(loss) per share attributable to equity holders of the
Company
(HK cents per share)	0.55	(0.77)


In 2021, the Senior Management of the Bank discussed the substantive assessment results of previous years and decided to continue using the substantive assessment results of previous years considering that there are no significant changes in the business and operating environment.

The Bank actively responds to UN Sustainable Development Goals to contribute to the global SDG in implementing social responsibility strategies.

SDG	Specific measures	Social    responsibility
toipcs	Section(s)

 cimonocE		Improve governance system
Equal emlpoyment and
protect emlpoyees’ rihgts
and interests
Offer         reasonable
professional development
channels
Provide strong support to
real economy
Support small and micro
enterprises	Serve small and micro
enterprises
Favourable emlpoyment
environment
Promote   professional
development
Improve      business
performance
Overall risk management	Optimising
corporate
governance
Serving    private,
small and micro
enterprises
Facilitating   rural
revitalisation
Driving emerging
industries
Broadening career
channels

	Diigtisation
Support       economic
transformation
Serve agriculture, rural areas
and farmers
Boost         infrastructure
construction	Promote     economic
development
Improve real economy
Build intelligent outlets
Inclusive finance in rural
areas	Serving    private,
small and micro
enterprises
Facilitating   rural
revitalisation
Driving emerging
industries
Supporting
projects for public
benefits

 laicoS		Conduct targeted poverty
alleviation in an efficient and
orderly way
Boost         infrastructure
construction	Practice targeted poverty
relief
Inclusive finance in rural
areas	Facilitating   rural
revitalisation
Supporting
projects for public
benefits

	Create a healthy working
environment
Care about emlpoyees’
hillhpysca and menta ealth	Safety        protection
measures
Pay attention to health
and safety	Caring        for
emlpoyees’
hilpysca       and
mental health
Building a warm
and   family-like
corporate culture


# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Sole Member and the Board of Directors of LG&E and KU Energy LLC

We have audited the accompanying consolidated balance sheets of LG&E and KU Energy LLC and subsidiaries (the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, equity, and cash flows, for the years then ended, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2015.

# Report of Independent Registered Public Accounting Firm

# The Board of Directors and Sole Member of LG&E and KU Energy LLC

We have audited the accompanying consolidated statements of income, comprehensive income, equity, and cash flows of LG&E and KU Energy LLC and subsidiaries for the year ended December 31, 2015. Our audit also included the financial statement schedule listed in the Index at Item 15(a)(2) for the year ended December 31, 2015. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of LG&E and KU Energy LLC and subsidiaries for the year ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule for the year ended December 31, 2015, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.


Finance costs increased by approximately RMB0.1 million, or 11.8%, from approximately RMB1.1 million for 6M2018 to approximately RMB1.2 million for 6M2019 primarily due to the increase in bank borrowings drawn in 6M2019.

Our income tax expense increased by approximately RMB1.1 million, or 15.8%, from approximately RMB6.7 million for 6M2018 to approximately RMB7.7 million for 6M2019 primarily due to the increase in Listing expenses incurred from nil for 6M2018 to approximately RMB6.4 million for 6M2019, which was not deductible for tax purpose. For further details, please refer to the paragraph headed “Selected items of consolidated statements of comprehensive income— Income tax expense” in this section.

As a result of the foregoing, our profit for the period decreased by approximately RMB3.3 million, or approximately 16.5%, from approximately RMB19.8 million for 6M2018 to approximately RMB16.5 million for 6M2019.

Our revenue increased by approximately RMB155.5 million, or 52.1%, from approximately RMB298.7 million for FY2017 to approximately RMB454.2 million for FY2018. This increase was primarily due to the combined effect of the increase in both the sales volume and average selling price of all our PHC pile and commercial concrete products as a result of the increased market demand. The increases were primarily driven by the growth in the construction industry in Jiangsu Province and the increased demand from our customers for the development of residential and commercial projects in Qidong City.

• PHC pile. Our revenue from sales of PHC pile increased from approximately RMB158.6 million in FY2017 and to approximately RMB230.9 million in FY2018. The increase in revenue from sales of PHC pile for FY2018 of approximately RMB72.3 million, or 45.6% was primarily due to the increase in sales volume of our PHC pile.

We sold approximately 1.1 million metres and 1.2 million metres of PHC pile for FY2017 and FY2018, respectively. The increase in sales volume was primarily due to the increase in sales volume of grade 500 PHC pile as a result of the new orders from Customer N (one of our ten largest customers in FY2018) of approximately 61,000 metres combined with the increase sales volume of grade 600 PHC pile as a result of the additional orders in FY2018 from Customer G (one of our five largest customers in FY2017 and FY2018) of approximately 36,000 metres. The increase was partially offset by the decrease in sales volume of grade 400 PHC pile as we tend to focus on the production of grade 500 PHC pile and grade 600 PHC pile which are of relatively higher strength as compared to grade 400 PHC pile.

• Square pile. Our revenue from sales of square pile increased from approximately RMB0.2 million in FY2017 to approximately RMB2.4 million in FY2018. The increase in revenue from sales of square pile for FY2018 of approximately RMB2.2 million, or 1,182.8%, was primarily due to the increase in sales volume of our square pile.

We sold approximately 2,000 metres and 15,000 metres of square pile for FY2017 and FY2018, respectively. The increase in sales volume was primarily due to increase in sales volume of our square pile as a result of new orders from Customer R of approximately 11,000 metres in FY2018.

• Commercial concrete. Our revenue from sales of commercial concrete increased from approximately RMB139.9 million in FY2017 to approximately RMB220.9 million in FY2018. The increase in revenue from sales of commercial concrete for FY2018 of approximately RMB81.0 million, or 57.9% was primarily due to the increase in sales volume of our commercial concrete.

We sold approximately 0.4 million m3 and 0.5 million m3 of commercial concrete for FY2017 and FY2018, respectively. The increase in sales volume was primarily due to the increase in sales volume of grade C10-C25 commercial concrete as a result of the new orders in FY2018 from Customer K (one of our five largest customers in FY2018) of approximately 63,000 m3.

Our cost of sales increased by approximately RMB127.8 million, or 51.7%, from approximately RMB247.0 million for FY2017 to approximately RMB374.7 million for FY2018 primarily due to the combined effect of the increase in sales volume of both our PHC pile and commercial concrete products. The increase was generally in line with the growth of revenue for FY2018.

As a result of the foregoing, our gross profit increased by approximately RMB27.8 million, or 53.7%, from approximately RMB51.7 million for FY2017 to approximately RMB79.5 million for FY2018. Our gross profit margin remained relatively stable at approximately 17.3% and 17.5% for FY2017 and FY2018.

• PHC piles. Gross profit margin of PHC pile increased from approximately 14.4% for FY2017 to approximately 18.1% for FY2018. The increase in gross profit margin of PHC pile was primarily due to the increase in average selling price of the product increased at a faster rate than the cost of sales as a result of our pricing strategy. The strong pricing power we enjoyed was primarily due to the highly concentrated market landscape for PHC pile in Nantong. According to the F&S Report, the PHC pile industry in Nantong was very concentrated with only four PHC pile manufacturers and our Group had a market share of approximately 7.1% in Nantong in terms of PHC pile production volume in 2018.


# 33 IMMEDIATE AND ULTIMATE CONTROLLING PARTIES

As at 31 December 2021, the directors consider the immediate parent to be MicroPort Scientific, which is incorporated in British Virgin Islands and does not produce financial statements available for public use.

As at 31 December 2021, the directors consider the ultimate controlling party is MicroPort, which is incorporated in Cayman Islands. MicroPort is listed on the Main Board of The Stock Exchange of Hong Kong Limited and produces financial statements available for public use.

# 34 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE RELEVANT PERIODS

Up to the date of issue of the Historical Financial Information, the HKICPA has issued a number of amendments, new standards and interpretations which are not yet effective for the accounting period beginning on 1 January 2022 and which have not been adopted in the Historical Financial Information. These include the following:

	Effective for
accounting periods
beignning on or after

Annual Improvements to HKFRSs 2018-2020	 1 January 2022

Amendments to HKFRS 3, Reference to the Conceptual Framework	1 January 2022

Amendments to HKAS 16, Property, Plant and Equipment: Proceeds beforeI ntended Use	1 January 2022

Amendments to HKAS 37, Onerous Contracts–  Cost of Fulfilling a Contract	1 January 2022

Amendments to HKAS 1, Classification ofL iabilities as Current orN on-current	1 January 2023

HKFRS 17, Insurance contracts	1 January 2023

Amendments to HKAS 1 and HKFRS Practice Statement 2, Disclosure ofA ccounting Policies	1 January 2023

Amendments to HKAS 8, Definition ofA ccounting Estimates	1 January 2023

Amendments to HKAS 12, Deferred Tax related toA ssets andL iabilities arisinlgf rom a Singe
Transaction	1 January 2023

Amendments to HKFRS 10 and HKAS 28, Sale or contribution of assets between an investor and its
associate orj oint venture	To be determined

The Group is in the process of making an assessment of what the impact of these amendments is expected to be in the period of initial application. So far the Group has concluded that the adoption of them is unlikely to have a significant impact on the Group’s consolidated financial statements.

On 22 June 2022, a share subdivision was approved by the shareholders of the Company, pursuant to which, each issued and unissued share capital was subdivided to five shares of the corresponding class with par value of US\$0.00002 each.

No audited financial statements have been prepared by the Company and its subsidiaries in respect of any period subsequent to 31 December 2021.

The following information does not form part of the Accountants’ Report from KPMG, Certified Public Accountants, Hong Kong, the Company’s reporting accountants, as set out in Appendix I to this prospectus, and is included for illustrative purposes only. The unaudited pro forma financial information should be read in conjunction with the “Financial Information” section in this prospectus and the Accountants’ Report set out in Appendix I to this prospectus.

# A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS

The following unaudited pro forma statement of adjusted consolidated net tangible assets of the Group prepared in accordance with Rule 4.29 of the Listing Rules and with reference to Accounting Guideline 7 ‘‘Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars’’ issued by the Hong Kong Institute of Certified Public Accountants and is set out below to illustrate the effect of the Global Offering on the consolidated net tangible assets of the Group attributable to the equity shareholders of the Company as at 31 December 2021 as if the Global Offering had taken place on 31 December 2021.

The unaudited pro forma statement of adjusted consolidated net tangible assets has been prepared for illustrative purposes only and because of its hypothetical nature, it may not give a true picture of the consolidated net tangible assets of the Group attributable to equity shareholders of the Company had the Global Offering been completed as at 31 December 2021 or any future date.

	Consolidated net
tanibllige abilities
attributable to equity
shareholders of the
Company as at
31 December 2021 (1)	Estimated
net proceeds
from the
Global
Offering (2)(5)	Estimated
impact upon
the
conversion of
the Series A-1
Preferred
Shares and
the Series A-2
Preferred
Shares (3)	Unaudited
pro forma
adjusted
consolidated
net taniblge
assets
attributable
to equity
shareholders
of the
Company as
at
31 December
2021	Unaudited pro
forma adjusted
consolidated net
taniblge assets
attributable to equity
shareholders of the
Company
per Share (4)

RMB’000	 RMB’000	 RMB’000	 RMB’000	 RMB	 HK$ (5)

Based on an Offer Price of
HK$24.64 per Offer Share	(302,325)	263,425	1,237,990	1,199,090	2.06	2.41

(1) The consolidated net tangible liabilities attributable to equity shareholders of the Company as at 31 December 2021 is based on the consolidated net liabilities attributable to equity shareholders of the Company of RMB174,940,000 as at 31 December 2021, less the intangible assets of RMB127,385,000, as extracted from the Accountants’ Report set out in Appendix I to this Prospectus.

(2) The estimated net proceeds from the Global Offering are based on 13,700,000 new Shares and the indicative Offer Price of HK\$24.64 per Share, after deduction of estimated underwriting fees and other related listing expenses payable by the Company (excluding listing expenses of RMB26,338,000 which have been accounted for prior to 31 December 2021) and does not take account of any Shares which may be issued upon the exercise of the Over-allotment Option.

(3) The aggregated balance of the liability portion of the Series A-1 Preferred Shares and the Series A-2 Preferred Shares was RMB1,237,990,000 as of 31 December 2021 (as set out in Note 27 of Appendix I in this prospectus). Upon the Listing, the Series A-1 Preferred Shares and the Series A-2 Preferred Shares will be automatically converted into ordinary shares of the Company and will be re-designated from liabilities to equity.

(4) The unaudited pro forma adjusted net tangible assets attributable to equity shareholders of the Company per Share is arrived at after adjustments on the basis that a total of 582,658,100 Shares were in issue assuming that the Global Offering and the Share Subdivision had been completed on 31 December 2021, (including the completion of the


	Fiscal Years Ended November 30,	Percent Change

2018	2017	2016	2018 to 2017	2017 to 2016

(in thousands)

Other income (expense), net	$   (8,984)	$    1,123	$    5,461	(900.0)%	79.4%

Percentage of revenue	(0.04)%	0.01%	0.04%

Amounts recorded as other income (expense), net include foreign currency transaction gains and losses, other than cash flow hedges, investment gains and losses, non-service component of pension costs, debt extinguishment gains and losses and other non-operating gains and losses, such as changes in the fair value of convertible debt conversion spread, and settlements received from class actions lawsuits.

Other income (expense), net decreased from net other income in fiscal year 2017 to net other (expense) in fiscal year 2018, primarily due to the adverse impact from changes in foreign currency exchange rates of \$16.6 million, mainly in our Latin American businesses and an increase in the non-service component of pensions costs due to the acquisition of Convergys. These losses and expenses were partially offset by gains of \$10.0 million related to changes in the fair value of the conversion spread of convertible debentures assumed in connection with the acquisition of Convergys and extinguishment gains on settlement of certain of those debentures. These losses were also partially offset by a gain of \$2.8 million recognized upon reclassification of a cost-method investment as a trading security.

The decrease in other income (expense), net in fiscal year 2017, compared to fiscal year 2016, was primarily due to a \$5.0 million benefit received from class-action legal settlements in our Technology Solutions segment.

	Fiscal Years Ended November 30,	Percent Change

2018	2017	2016	2018 to 2017	2017 to 2016

(in thousands)

Provision for income taxes	$ 156,779	$ 163,558	$ 121,059	(4.1)%	35.1%

Percentage of income before income taxes	34.28%	35.19%	34.00%

Income taxes consist of our current and deferred tax expense resulting from our income earned in domestic and foreign jurisdictions.

The Tax Cuts and Jobs Act of 2017 (the “TCJA”) provides for significant changes to the U.S. Internal Revenue Code of 1986, as amended, including lowering the U.S. federal corporate income tax rate from 35% to 21%, implementing a territorial tax system, imposing a one-time tax on foreign unremitted earnings and setting limitations on deductibility of certain costs (e.g., interest expense), among other things. Accordingly, we recorded a net adjustment of \$33.1 million related to the TCJA during fiscal year 2018. This adjustment included a \$59.8 million of transition tax expense for mandatory repatriation, partially offset by a \$26.7 million of tax benefit from the remeasurement of our net deferred tax balance to the new U.S. tax rate enacted under the TCJA.

Excluding the impact of the adjustments related to the TCJA, our effective tax rate during fiscal year 2018 was 27.04%. The current year tax rate is lower compared to the prior year, primarily due to the impact of the lower tax rate under the TCJA. The decrease in tax rate was also due to the mix of taxable income in different geographic regions and the impact of the Convergys acquisition.

The differences in our effective tax rates between fiscal years 2017 and 2016 was primarily due to the mix of taxable income in different geographic regions and, to a lesser extent, the reversal of certain tax reserves as a result of the expiration of the statute of limitations in certain tax jurisdiction.

Further information on the treatment of undistributed foreign earnings and a reconciliation of the federal statutory income tax rate to our effective tax rate can be found in Note 16 of the Consolidated Financial Statements included in Part II, Item 8 of this Report.

		Three Months Ended

November 30,
2018	November 30,
2017	November 30,
2016

(Amounts in thousands)

Days sales outstanding

Revenue (products and services)	(a)	$     5,622,201	$     5,311,877	$     3,886,902

Accounts receivable, including receivable from
 related parties	(b)	3,855,496	2,846,448	1,756,596

Days sales outstanding	(c) = (b)/((a)/the
number of days
during the
period)	62	49	41

Days inventory outstanding

Cost of revenue (products and services)	(d)	$     4,970,717	$     4,849,909	$     3,508,116

Inventories	(e)	2,518,319	2,162,626	1,741,734

Days inventory outstanding	(f) = (e)/((d)/the
number of days
during the
period)	46	41	45

Days payable outstanding

Cost of revenue (products and services)	(g)	$     4,970,717	$     4,849,909	$     3,508,116

Accounts payable, including payable to
 related parties	(h)	3,048,102	2,643,608	1,713,834

Days payable outstanding	(i) = (h)/((g)/the
number of days
during the
period)	56	50	44

Cash conversion cycle	(j) = (c)+(f)-(i)	52	40	42

Our Technology Solutions business is working capital intensive. Our working capital needs are primarily to finance accounts receivable and inventory. We rely heavily on term loans, accounts receivable arrangements, our securitization programs and our revolver programs for our working capital needs. We have financed our growth and cash needs to date primarily through cash generated from operations and financing activities. As a general rule, when sales volumes are increasing, our net investment in working capital dollars typically increases, which generally results in decreased cash flow generated from operating activities. Conversely, when sales volume decreases, our net investment in working capital dollars typically decreases, which generally results in increases in cash flows generated from operating activities. We calculate cash conversion cycle as days of the last fiscal quarter’s sales outstanding in accounts receivable plus days of supply on hand in inventory, less days of the last fiscal quarter’s direct cost outstanding in accounts payable. Our cash conversion cycle was 52 days, 40 days and 42 days at the end of fiscal years 2018, 2017 and 2016, respectively. The increase in fiscal year 2018, compared to the prior two years, was primarily a result of higher days sales outstanding due the Convergys acquisition which was included from the date of acquisition. In addition, higher inventory due to growth and the impact of more revenue recorded on a net basis in our Technology Solutions segment also increased our cash conversion cycle.

To increase our market share and better serve our customers, we may further expand our operations through investments or acquisitions. We expect that such expansion would require an initial investment in working capital, personnel, facilities and operations. These investments or acquisitions would likely be funded primarily by our existing cash and cash equivalents, additional borrowings, or the issuance of securities.

Net cash provided by operating activities was \$100.7 million in fiscal year 2018, primarily generated from our net income of \$300.6 million, adjustments for non-cash items of \$204.9 million, an increase in accounts payable of \$382.0 million and the net change in other assets and liabilities of \$94.1 million, partially offset by an increase in accounts receivable of \$513.0 million, and an increase in inventories of \$367.9 million. The increase in accounts payable and inventories was primarily due to


The Group leases its investment properties (note 14 to the financial statements) under operating lease arrangements, with leases negotiated for terms mainly ranging from five to ten years. The terms of the leases generally also require the tenants to pay security deposits and provide for periodic rent adjustments according to the then prevailing market conditions.

As at 31 December 2018, the Group had total future minimum lease receivables under non-cancellable operating leases with its tenants falling due as follows:

The Group leases certain of its office buildings, retail shops and warehouses under operating lease arrangements. Leases for the properties are negotiated for terms ranging from one to ten years.

At 31 December 2018, the Group had total future minimum lease payments under non-cancellable operating leases falling due as follows:

	2018	2017

HK$’000	HK$’000

Within one year	2,765	4,240

In the second to fifth years, inclusive	4,426	7,339

After five years	8,966	–

	16,157	11,579

In addition to the operating lease commitments detailed in note 35 above, the Group had the following capital commitments at the end of the reporting period:

	2018	2017

HK$’000	HK$’000

Contracted, but not provided for:

Plant and machinery	7,796	–

Acquisition of equity investment	1,138	–

	8,934	–

# (a) Compensation of key management personnel of the Group

	2018	2017

HK$’000	HK$’000

Short term employee benefits	14,017	11,092

Equity-settled share option benefits	5,625	5,081

Total compensation paid to key management personnel	19,642	16,173

Further details of directors’ emoluments are included in note 8 to the financial statements.

Mr. Tse Kam Pang is one of the directors and also the Chairman of the Company. As at 31 December 2018, loans with an aggregate amount of HK\$12,000,000 are unsecured, interest-free and not repayable within the next twelve months.

# (c) Other transactions with related parties:

The Chairman of the Company has unconditional guaranteed certain bank loans and other loans made to the Group of up to HK\$90,000,000 (2017: HK\$40,000,000) as at the end of the reporting period, as further detailed in note 26(ii) to the financial statements.

# (d) Outstanding balances with related parties:

(i) The Group had an outstanding balance due to its non-controlling interests of HK\$41,102,000 (2017: HK\$42,438,000) as at the end of the reporting period, as further detailed in note 31 to the financial statements.

(ii) Details of the Group’s other receivable balances with its associate as at the end of the reporting period are disclosed in note 21 to the financial statements.


An analysis of revenue by segment is as follows:

Products by industry	Year ended 31 December

2018	2017

(RMB’000)	(RMB’000)

Design, survey and consultancy	3,514,181	2,976,736

Construction contracting	3,671,965	3,995,809

Total	7,186,146	6,972,545

# DESIGN, SURVEY AND CONSULTANCY SEGMENT

The design, survey and consultancy segment includes design, survey and consultancy services for urban rail transit construction as well as industrial and civil construction and municipal administration. The design, survey and consultancy segment has been the traditional and core business of the Group. In 2018, in the unfavorable context of slowdown in investment in rail transit, the Group intensively developed existing markets by fully utilizing the technical advantages in the industry, consolidated its dominant status in urban rail transit design, properly performed existing contracts and focused on following up state-level new areas and third-tire and fourth-tire cities, and expanded its business into 65 domestic and overseas cities, and improved the influence of its urban construction brand. In 2018, tenders for new rail transit lines were launched in only 14 cities in rail transit industry across the nation, but the Company still won the bids for a total of 6 overall design projects in Beijing, Chongqing, Xi’an, Delingha and Hangzhou, and maintained the largest market share in the industry.

For the year ended 31 December 2018, the design, survey and consultancy segment of the Group achieved a revenue of RMB3,514 million, representing an increase of RMB537 million or 18.04% compared to RMB2,977 million for the corresponding period in 2017. Among which, the revenue of the urban rail transit construction business amounted to RMB2,848 million, representing an increase of RMB330 million or 13.11% compared to RMB2,518 million for the corresponding period of last year. The revenue of the industrial and civil construction and municipal construction business amounted to RMB666 million, representing an increase of RMB207 million or 45.10% compared to RMB459 million for the corresponding period of last year.

Revenue distribution of the design, survey and consultancy segment

The construction contracting segment of the Group focuses on the services for urban rail transit construction projects and relevant infrastructure construction projects. The construction contracting projects undertaken by the Group covered cities, including Beijing, Kunming, Zunyi, Suzhou, Zhengzhou and Huangshan.


Strategic growth in the U.K. has expanded the reach of Cygnet Health Care Limited. Cygnet Hospital Stevenage, located north of London, is one of 21 Cygnet Health Care facilities with 1,100 patient beds serving residents of the U.K.

Last year, UHS acquired Alpha Hospitals, four behavioral health hospitals in the U.K. The facilities were an excellent fit geographically and complemented the services provided at our Cygnet Health Care Limited hospitals, acquired one year earlier. The Division now operates 21 hospitals in the U.K., with 1,100 beds.

UHS continued its strategy to enhance mental health care in the United States through acquisitions, organic growth and strategic alliances.

Specifically, Foundations Recovery Network, a premier provider of addiction treatment, will strengthen our services with four residential treatment facilities and eight outpatient centers that treat co-occurring addiction and mental health disorders. UHS will utilize Foundations Recovery Network’s specialty direct to consumer marketing, national sales team, web-based marketing, and call center to support the growth of our specialty eating disorders, trauma, autism and neuropsychiatry programs.

Organic growth in the division contributed to the addition of 344 new beds in key markets. Fremont Hospital in California added 52 beds, including an eating disorder and women’s trauma care program. Forest View Hospital in Michigan and Palo Verde Behavioral Health in Arizona both expanded adolescent and adult beds and Newport News Behavioral Health Center opened its first acute inpatient psychiatric beds to serve children and adolescents in Virginia.

To meet the aging population’s increased demand for services in its community, The BridgeWay in Arkansas added a 20-bed senior care unit. Other expansion projects included the conversion of 18 acute beds to an “Extended Acute Care Unit” (EAC) at Brooke Glen Behavioral Hospital in Pennsylvania and 16 beds from residential treatment to acute care services at Brynn Marr Hospital in North Carolina.

Construction of a new, 80-bed acute behavioral health hospital in Stuart, Florida is underway and scheduled for completion in 2016.

# CREATING STRATEGIC PARTNERSHIPS TO ADDRESS COMMUNITY BEHAVIORAL HEALTH NEEDS

Nationally, health systems identify the need to collaborate with specialty behavioral health providers to deliver mental health services. UHS Behavioral Health Integration Solutions, our new line of business, leverages our expertise and resources to develop mutually beneficial strategic partnerships with healthcare systems. During the year, key relationships were established creating access to quality mental health programs and services while reducing unnecessary emergency department use, lowering readmission rates, improving outcomes and increasing patient satisfaction.

The Canyon in Malibu, California is an exclusive co-occurring residential treatment program acquired as part of the Foundations Recovery Network purchase. Four residential treatment facilities and eight outpatient centers were added in Georgia, California and Tennessee.


	2020	2019

HK$’000	HK$’000

Cailpta exdipenture in reshpect of te acquisition of property,
 lpant and eiqupment contracted for but not provided in the
 consolidated financial statements	27,000	–

The Company has applied the principles as set out in the Corporate Governance Code (the “CG Code”) contained in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange (the “Listing Rules”).

The Board is of the view that during the Current Period, the Company has complied with all the code provisions as set out in the CG Code.

# MODEL CODE FOR DIRECTORS’ SECURITIES TRANSACTIONS

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules (the “Securities Dealing Code”).

The Company has made specific enquiry of all the Directors and all the Directors have confirmed that they complied with the required standard set out in the Securities Dealing Code during the Current Period and throughout the period up to the date of this announcement.

The Audit Committee comprises three members, all of whom are independent non-executive Directors, namely Mr. Leung Ho Chi, Mr. Tse Yung Hoi and Mr. Chan Ching Sum. Mr. Leung Ho Chi is the chairman of the Audit Committee. The Audit Committee has written terms of reference in compliance with the Listing Rules and the CG Code.

The Audit Committee has in conjunction with the management reviewed the accounting principles and practices adopted by the Group and discussed risk management, internal controls and financial reporting matters of the Group. The Audit Committee has no disagreement with the accounting treatment adopted by the Company. The consolidated annual results of the Group for the Current Period have been reviewed by the Audit Committee.

# SCOPE OF WORK OF SHINEWING (HK) CPA LIMITED

The figures above in respect of the Group’s consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income and the related notes thereto for the year ended 31 March 2020 as set out in this preliminary results announcement have been agreed with the Group’s auditor, SHINEWING (HK) CPA Limited, to the amounts set out in the Group’s audited consolidated financial statements for the year ended 31 March 2020. The work performed by SHINEWING (HK) CPA Limited in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants and consequently no assurance has been expressed by SHINEWING (HK) CPA Limited on this preliminary announcement.

# PUBLICATION OF ANNUAL RESULTS AND ANNUAL REPORT

This announcement is published on the Company’s corporate website at www.vicointernational.hk and the HKEXnews at www.hkexnews.hk. The 2019/2020 Annual Report of the Company will be dispatched to shareholders of the Company and published on the aforesaid websites in due course.

The 2020 AGM of the Company is scheduled to be held on Wednesday, 2 September 2020. Notice of the 2020 AGM will be published on the websites of both the Stock Exchange and the Company and dispatched to the Company’s shareholders in due course.

The Board would like to extend its sincere thanks to the Group’s shareholders, business partners and customers for their utmost support to the Group. The Group would also like to take this opportunity to thank all management members and staff for their hard work and dedication throughout the year.

As at the date of this announcement, the executive directors are Mr. Hui Pui Sing, Ms. Tong Man Wah, Mr. Hui Yip Ho Eric, Ms. Hui Wing Man Rebecca and Mr. Kong Man Ho, the non-executive director is Mr. Wong Chun Man and the independent non-executive directors are Mr. Leung Ho Chi, Mr. Chan Ching Sum and Mr. Tse Yung Hoi.


# Substantial shareholders’ and other persons’ interests and short positions in shares and underlying shares

As at 31 December 2018, so far as is known to the Directors, the following persons (other than a Director or chief executive of the Company) had or were deemed or taken to have an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept under section 336 of the SFO:

Name of shareholder	Nature of interest	Number of
ordinary
shares of
the Company
interested	Percentage of
th’e Companys
issued share
(3)capital

Hong Kong (Rong An) Investment Limited
(“Hong Kong Rong An”)	Beneficial owner	804,064,808	37.83%

CECEP Chongqing Industry Co., Ltd.
(“CECEP Chongqing”) (1)	Interest in controlled
corporation	804,064,808	37.83%

China Energy Conservation and
Environmental Protection Group
(“CECEP”) (2)	Interest in controlled
corporation	804,064,808	37.83%

Kingom Power Limited
(“Kingom Power”)	Beneficial owner	643,720,000	30.29%

Winwett Investments Limited	Beneficial owner	136,820,000	6.44%

Mr. Huang Shao Rong	Beneficial owner	19,587,000	0.92%

	Nominee for another person
(other than a bare trustee)	208,532,000	9.81%

Ever Luxuriant Global Trading Limited	Beneficial owner	208,532,000	9.81%

Mr. Lin Haibin	Beneficial owner	27,723,000	1.30%

	Nominee for another person
(other than a bare trustee)	172,538,000	8.12%

Haibin International Investments Limited	Beneficial owner	172,538,000	8.12%

Export – Import Bank of China	Person having a security
interest in shares	300,000,000	14.12%

(1) CECEP Chongqing owned 100% of the issued share capital of Hong Kong Rong An, and was thus deemed to be interested in all shares of the Company that Hong Kong Rong An was interested in under the SFO.

(2) CECEP Chongqing was a non-wholly-owned subsidiary of CECEP. CECEP was therefore deemed to be interested in all shares of the Company CECEP Chongqing was interested in under the SFO.

(3) Based on a total of 2,125,308,000 issued shares of the Company as at 31 December 2018.

Save as disclosed above, as at 31 December 2018, the Directors were not aware of any other person who had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept under section 336 of the SFO.

The Group’s emolument policies are formulated on the performance of individual employees and on the basis of the salary trends in Hong Kong and the PRC, and will be reviewed regularly. Subject to the Group’s profitability, the Group may also distribute discretionary bonus to its employees as an incentive for their contribution to the Group. The Group has adopted a share option scheme for its employees as described in the paragraph below.

Pursuant to the Articles of Association of the Company, the applicable laws and regulations, every Director shall be indemnified and secured harmless out of the assets and profits of the Company against all actions, costs, charges, losses, damages and expenses which they or any of them may incur or sustain in the execution of their duties in their offices. Such permitted indemnity provision has been in force throughout the year under review. The Company has arranged appropriate Directors’ and officers’ liability insurance coverage for the Directors and officers of the Group.

The Company has a share option scheme which was adopted on 31 March 2011 whereby the Directors are authorised, at their discretion, to invite employees of the Group, including directors of any company in the Group, to take up options to subscribe for shares of the Company. The purpose of the scheme is to provide an opportunity for employees of the Group to acquire an equity participation in the Company and to encourage them to work towards enhancing the value of the Company and its shares for the benefit of the Company and its shareholders as a whole.


\[ A ( S ) \ne S \, ; \qquad \qquad \qquad \qquad \qquad \qquad ( 2 . 1 4 ) \]

since \( A \neq { \mathrm { I d } } \), such a subspace exists. Consider the vector bundle V on Y constructed in (2.11) using S. As before, P(V ) denotes the projective bundle over Y parametrizing the lines in the fibers of V .

\[ \delta : P ( V ) \longrightarrow Q \qquad \qquad \qquad \qquad \qquad ( 2 . 1 5 ) \]

which we will now describe. For the map f in (2.2), the image \( f \circ \delta ( P ( V ) ) \) is the point given by the quotient

\[ 0 \, \longrightarrow \, { \widehat V } \, \longrightarrow \, { \mathcal O } _ { X } ^ { \oplus r } \, \longrightarrow \, \bigl ( \bigoplus _ { i = 1 } ^ { d _ { p } - 1 } ( { \mathcal O } _ { X } ^ { \oplus r } ) _ { x _ { i } } / H _ { i } \bigr ) \oplus \bigl ( { \mathcal O } _ { X } ^ { \oplus r } \bigr ) _ { x _ { 0 } } / S \bigr ) \, \longrightarrow \, 0 \, . \]

where \( H _ { i } \) are the hyperplanes fixed above; in particular, \( f \circ \delta \) is a constant map. Note that bV is an extension of the vector bundle V to X. For any point \( y \in Y \) and any point in the fiber \( y ^ { \prime } \in P ( V ) _ { y } \), consider the short exact sequence on X

\[ 0 \, \longrightarrow \, E \, \longrightarrow \, \widehat { V } ^ { * } \, \longrightarrow \, ( \oplus _ { j = 1 } ^ { d _ { z } - 1 } ( \widehat { V } _ { y _ { j } } ^ { * } / L _ { j } ^ { \perp } ) \oplus ( \widehat { V } _ { y } ^ { * } / L ( y ^ { \prime } ) ^ { \perp } ) \, \longrightarrow \, 0 \, , \]

where \( L ( y ^ { \prime } ) \, \subset \, V _ { y } \) is the line in \( V _ { y } \) corresponding to the above point \( y ^ { \prime } \), and \( L _ { j } ^ { \perp } \, \subset \, \widehat { V } _ { y _ { j } } ^ { * } \) (respectively, \( L ( y ^ { \prime } ) ^ { \perp } \subset \widehat { V } _ { y } ^ { * } ) \) is the annihilator of \( L _ { j } \) (respectively, \( L ( y ^ { \prime } ) ) \); note that \( \widehat { V } _ { y _ { j } } \) is identified with \( \mathbb { C } ^ { r } \) and \( \widehat { V } _ { y } \) is identified with \( V _ { y } \). Therefore, we have

\[ \widehat { V } \hookrightarrow E ^ { * } . \]

The map \( \delta \) in (2.15) sends any \( y ^ { \prime } \) to the above extension \( E ^ { * } \) of bV constructed from \( y ^ { \prime } \).

From (2.10) we know that \( \mathrm { P G L } ( r , \mathbb { C } ) \) is contained in \( \operatorname { A u t } ( p ^ { - 1 } ( U ) ) \) with

as its Lie algebra. This action of \( \mathrm { P G L } ( r , \mathbb { C } ) \) on \( p ^ { - 1 } ( U ) \) clearly preserves the intersection \( \delta ( P ( V ) ) \cap p ^ { - 1 } ( U ) \). Therefore, if the action of the element A in (2.13) extends to Q, then the extended action must preserve the image \( \delta ( P ( V ) ) \).

On the other hand, from Lemma 2.3 we know that the action of A on \( P ( V ) | _ { Y \backslash \{ y _ { 0 } \} } \) does not extend to P(V ) because (2.14) holds. This completes the proof of the theorem.

# 3. Holomorphic maps from a symmetric product

Proposition 3.1. Let X and Y be compact connected Riemann surface with

\[ \operatorname { g e n u s } ( X ) \, \geq \, \operatorname { g e n u s } ( Y ) \, \geq \, 2 \, . \]

If there is a nonconstant holomorphic map \( \beta \; : \; \mathrm { S y m } ^ { d } ( Y ) \; \longrightarrow \; X \), then \( d \)= 1, and \( \beta \) is an isomorphism.

Proof. Let \( \beta \, : \, \mathrm { S y m } ^ { d } ( Y ) \, \longrightarrow \, X \) be a nonconstant holomorphic map. Let

be the pull-back of 1–forms defined by \( \omega \longmapsto \beta ^ { * } \omega \). This homomorphism \( \beta ^ { * } \) is injective, because \( \beta \) is surjective. Since

[Ma, p. 322, (4.3)], the injectivity of \( \beta ^ { * } \) implies that \( \operatorname { g e n u s } ( Y ) \; \geq \; \operatorname { g e n u s } ( X ) \). Therefore, the given condition \( \operatorname { g e n u s } ( X ) \ \geq \operatorname { g e n u s } ( Y ) \) implies that

• \( \operatorname { g e n u s } ( X ) \, = \, \operatorname { g e n u s } ( Y ) \), and

• the above homomorphism \( \beta ^ { * } \) is an isomorphism.

is a nonzero homomorphism [Ma, p. 325, (6.3)]. On the other hand, the wedge product on \( H ^ { 0 } ( X , \, \Omega _ { X } ^ { 1 } ) \) is the zero homomorphism because \( H ^ { 0 } ( X , \, \Omega _ { X } ^ { 2 } ) \; = \; 0 \). In other words, \( \beta ^ { * } \) is not compatible with the wedge product operation on holomorphic 1-forms if \( d \geq \) 2. So we conclude that \( d \) = 1.

Since \( \mathrm { g e n u s } ( X ) \, = \, \mathrm { g e n u s } ( Y ) \), from Riemann–Hurwitz formula for Euler characteristic if follows that \( \mathrm { d e g r e e } ( \beta ) \) = 1. In other words, \( \beta \) is an isomorphism.

Let \( X ^ { \prime } \) be a compact connected Riemann surface of genus at least two. Fix positive integers \( r ^ { \prime } \ge \) 2, \( d _ { p } ^ { \prime } \) and \( d _ { z } ^ { \prime } \). Let

\[ \boldsymbol { \mathcal { Q } } ^ { \prime } \, = \, \boldsymbol { \mathcal { Q } } _ { X } ^ { \prime } ( \boldsymbol { r } ^ { \prime } , d _ { p } ^ { \prime } . d _ { z } ^ { \prime } ) \]

be the corresponding generalized quot scheme (see (2.2)).

Proposition 3.2. If the two varieties \( \mathcal { Q } ^ { \prime } \) and Q (constructed in (2.2)) are isomorphic, then X is isomorphic to \( X ^ { \prime } \).

Proof. Assume that \( Q \) 0 and Q are isomorphic. We will show that X and \( X ^ { \prime } \) are isomorphic.

Let \( \eta \, : \, \mathrm { S y m } ^ { d _ { p } } ( X ) \times \mathrm { S y m } ^ { d _ { z } } ( X ) \, \longrightarrow \, \mathrm { P i c } ^ { d _ { p } } ( X ) \times \mathrm { P i c } ^ { d _ { z } } ( X ) \) be the morphism defined by

Since the general fiber of the map p in (2.5) is a product of copies of projective spaces, the composition

\[ \eta \circ p : \, \mathcal { Q } \longrightarrow \operatorname { P i c } ^ { d _ { p } } ( X ) \times \operatorname { P i c } ^ { d _ { z } } ( X ) \]

is the Albanese map for Q, as there is no nonconstant holomorphic map from a projec-tive space to an abelian variety. In particular, the Albanese variety of Q is of dimension


Details of the Company’s Financial Risk exposures are provided as follows:

The Company sells its bullion and gold concentrate in USD. Most of its costs are denominated in SEK and EUR with an interest-bearing liability denominated in HKD, while the Company’s presentation currency is AUD.

The Company may use foreign exchange forwards from time to time to reduce exposure to unpredictable fluctuations in the foreign exchange rates if considered suitable by the Directors. No hedging of foreign exchange exposure was used during the period.

The Company is exposed to movements in the gold price. The Company may use a variety of financial instruments (such as gold forwards and gold call options) from time to time to reduce exposure to unpredictable fluctuations in the project life revenue streams if considered suitable by the Directors. At present the Company has no plans to hedge commodity price risk.

The Company is exposed to liquidity risk through its financial liabilities and its obligations to make payment on its financial liabilities as and when they fall due. The Company maintains a balance in its approach to funding using debt and or equity raisings.

Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted. The Company’s maximum exposures to credit risk at reporting date in relation to each class of financial asset is the carrying amount of those assets as indicated in the Consolidated Interim Statement of Financial Position.

Credit risk is managed on a group basis and predominantly arises from cash and cash equivalents deposited with banks and financial institutions, trade and other receivables and environmental and other bonds. While the Company has policies in place to ensure that sales are made to customers with an appropriate credit history, the Company is exposed to a concentration of credit risk in relation to its gold concentrate sales to a nearby smelter in Finland.

Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate because of changes in market interest rates. Cash flow interest rate risk is the risk that the future cash flow from a financial instrument will fluctuate because of changes in market interest rates. The Company’s policy is to manage its exposure to interest rate risk by holding cash in short term, fixed and variable rate deposits with reputable high credit quality financial institutions. The Company constantly analyses its interest rate exposure. Consideration is given to potential renewals of existing positions, alternative financing and or the mix of fixed and variable interest rates.

Fuel, power, labour, and all other costs can vary from existing rates and assumptions.

There were no charges on the Company’s assets as at 30 June 2021 or 31 December 2020.

As at 30 June 2021, there are no material updates to the contingent liabilities contained in Company’s 2020 Annual Report.

The Company is principally engaged in gold exploration, mining, and processing in the Nordic region. The Company’s objective is to focus on the development of existing and new mining assets in reasonable proximity to our process plants in Vammala, Finland and Svartliden, Sweden. The Company operates with a long-term business strategy to operate responsibly considering the interests of all stakeholders including its staff, contractors, and the public including civic groups, together with the environment and the general amenity of its areas of operation. It aims to produce positive financial outcomes through (i) the economic operations of its operating mines and process plants; (ii) development of new projects consistent with the Company’s objective, such as the Group’s newest operations at Fäboliden; and (iii) attention to the Company’s corporate and social responsibilities, including a focus on ongoing safety and environmental compliance, and ongoing positive interaction with the communities within which it operates.

# Significant Investments Held, Material Acquisitions and Disposal of Subsidiaries, and Future Plans for Material Investments or Capital Assets

Save for those disclosed in this announcement, there were no other significant investments held, nor were there material acquisitions or disposals of subsidiaries during the period. Apart from those disclosed in this announcement, there was no plan authorised by the Board for other material investments or additions of capital assets at the date of this announcement.

# Purchase, Sale or Redemption of the Company’s Listed Securities

During the period ended 30 June 2021, neither the Company nor any of its subsidiaries had purchased, sold, or redeemed any of the Company’s listed shares.


The Internet of Things (IoT) is about making intelligent digitally-enabled and connected products. The falling costs of key infrastructure and the proliferation of consumer and enterprise user applications have proven a catalyst.

During 2015-17, companies announced \$98 billion worth of M&A deals in this segment. IoT also attracted \$3.5 billion in CVC investments, spread across all the major sectors. Such investments point towards a burgeoning IoT ecosystem that includes wearables, sensors, infrastructure and smart products across many sectors, including smart utilities, connected home, industrial IoT, connected health and automobiles.

Amazon acquired Ring, maker of smart home doorbells, cameras, and security systems

Signi cant advances in new materials, computing and battery power as well as the rapid growth in both industrial and consumer applications is stimulating investment in robotics. These investments range from industrial automation and drones to service process automation.

The robotics segment received nearly \$7 billion worth of M&A investments, seven times more than the \$1 billion corporate venture investments in this segment. M&A was dominated by technology and industrials. Corporate venture investments in this segment came from a range of non-tech sectors, such as industrials, media and consumer business.

Boeing acquired Aurora Flight Sciences, developer and manufacturer of advanced aerospace platforms and autonomous drone systems


The following is an analysis of the Group’s assets and liabilities by operating segments:

	Exhibition and events	Cultural and entertainment	Financing	Total

At
31 December
2020	At
30 June
2020	At
31 December
2020	At
30 June
2020	At
31 December
2020	At
30 June
2020	At
31 December
2020	At
30 June
2020

HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000

(Unaudited)	(Audited)	(Unaudited)	(Audited)	(Unaudited)	(Audited)	(Unaudited)	(Audited)

Assets

Segment assets	85,025	86,051	479,872	544,971	404,046	461,062	968,943	1,092,084

Unallocated corporate assets							51,934	65,286

							1,020,877	1,157,370

Liabilities

Segment liabilities	1,768	6,815	32,969	119,140	7,645	6,735	42,382	132,690

Unallocated corporate liabilities							186,856	327,027

							229,238	459,717

For the purpose of monitoring segment performance and allocating resources between segments:

— all assets are allocated to reportable segments other than corporate assets; and

— all liabilities are allocated to reportable segments other than corporate liabilities.

	Exhibition and events	Cultural and entertainment	Financing	Unallocated	Total

2020	2019	2020	2019	2020	2019	2020	2019	2020	2019

HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000

(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)

Depreciation of property,
lpant and eiqupment	(39)	(41)	(283)	(133)	(17)	(4)	(628)	(732)	(967)	(910)

Depreciation of rihgt-of-use assets	(135)	(422)	(538)	(900)	–	–	(2,646)	(2,874)	(3,319)	(4,196)

Write-off of property,
lpant and eiqupment	(94)	–	(8)	(24)	–	–	(1)	–	(103)	(24)

Cailpta exdipentures	–	–	(21)	(39)	(35)	(23)	–	(618)	(56)	(680)

Net gain/(loss) on financial
assets at FVTPL	–	(3,727)	–	–	–	–	1,082	(7,358)	1,082	(11,085)

Gain/(loss) on disposal of subsidiaries	2,412	(2,818)	–	–	–	–	–	–	2,412	(2,818)

Gain on dereigstration of subsidiaries	(99)	–	4,671	–	–	–	(1)	–	4,571	–

Amortisation of intaniblge assets	–	(1,797)	(2,889)	(3,542)	–	–	–	–	(2,889)	(5,339)

	For the six months ended
31 December

2020	2019

HK$’000	HK$’000

(Unaudited)	(Unaudited)

Organisation and sponsorship of exhibitions, event lpanning
and related services	–	45,934

Contracting services and entertainment equipment solution	–	83,919

Brand management	5,035	10,493

Promotion and consulting services	49,070	161,959

Trading of goods	57,272	90,090

Financing income

— Credit factoring services	20,917	20,695

— Finance leasing services	4,597	12,101

— Money lending services	397	1,400

Total	137,288	426,591

Timing of revenue recognition

At point in time	89,706	381,902

Over time	21,671	10,493

Revenue from contracts with customers	111,377	392,395

Revenue from other sources	25,911	34,196

Total	137,288	426,591

	For the six months ended
31 December

2020	2019

HK$’000	HK$’000

(Unaudited)	(Unaudited)

Non-refundable trade deposits forfeited	–	4,026

Government grants	2,793	13,175

Interest income	104	272

Sundry income	970	308

	3,867	17,781


 Exhibit
 No.	Description

10.28	Steelcase Inc. Incentive Compensation Plan Form of Restricted Stock Units Agreement
(FY 2016) (33)

10.29	 Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement
(TSR) (FY 2017) (34)

10.30	 Steelcase Inc. Incentive Compensation Plan Form of Cash-Based Award Agreement
(ROIC) (FY 2017) (35)

10.31	Steelcase Inc. Incentive Compensation Plan Form of Restricted Stock Units Agreement
(FY 2017) (36)

10.32	 Steelcase Inc. Incentive Compensation Plan Form of Performance Units Agreement
(TSR) (FY 2018)

10.33	 Steelcase Inc. Incentive Compensation Plan Form of Cash-Based Award Agreement
(ROIC) (FY 2018)

10.34	Steelcase Inc. Incentive Compensation Plan Form of Restricted Stock Units Agreement
(FY 2018)

10.35	Summary of Steelcase Benefit Plan for Outside Directors (37)

10.36	Summary of Compensation for the Board of Directors of Steelcase Inc., as updated April
14, 2016 (38)

21.1	Subsidiaries of the Registrant

23.1	Consent of Deloitte & Touche LLP

31.1	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document

101.SCH	XBRL Schema Document

101.CAL	XBRL Calculation Linkbase Document

101.LAB	XBRL Labels Linkbase Document

101.PRE	XBRL Presentation Linkbase Document

101.DEF	XBRL Definition Linkbase Document

(1) Filed as Exhibit 3.1 to the Company’s Form 8-K, as filed with the Commission on July 15, 2011 (commission file number 001-13873), and incorporated herein by reference.

(2) Filed as Exhibit No 3.2 to the Company's Form 10-K, as filed with the Commission on April 17, 2014 (commission file number 001-13873), and incorporated herein by reference.

(3) Filed as Exhibit No. 4.1 to the Company’s Form 8-K, as filed with the Commission on August 7, 2006 (commission file number 001-13873), and incorporated herein by reference.

(4) Filed as Exhibit No. 4.2 to the Company’s Form 8-K, as filed with the Commission on February 3, 2011 (commission file number 001-13873), and incorporated herein by reference.

(5) Filed as Exhibit No. 4.3 to the Company’s Form 8-K, as filed with the Commission on February 3, 2011 (commission file number 001-13873), and incorporated herein by reference.

(6) Filed as Exhibit No. 10.1 to the Company's Form 8-K, as filed with the Commission on September 28, 2016 (commission file number 001-13873), and incorporated herein by reference.

(7) Filed as Exhibit No. 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 28, 2008, as filed with the Commission on January 7, 2009 (commission file number 001-13873),and incorporated herein by reference.

(8) Filed as Exhibit No. 10.2 to the Company's Form 8-K, as filed with the Commission on January 16, 2015 (commission file number 001-13873), and incorporated herein by reference.

(9)	Filed as Exhibit No. 10.2 to the C’ompanys Quarterly Report on Form 10-Q for the quarterly period ended
August 28, 2015, as filed with the Commission on September 29, 2015 (commission file number 001-13873),
and incorporated herein by reference.

(10)	Filed as Exhibit No. 10.3 to the C’ompanys Quarterly Report on Form 10-Q for the quarterly period ended
November 28, 2008, as filed with the Commission on January 7, 2009 (commission file number 001-13873),
and incorporated herein by reference.

(11)	Filed as Exhibit No. 10.4 to the C'ompanys Quarterly Report on Form 10-Q for the quarterly period ended
November 28, 2008, as filed with the Commission on January 7, 2009 (commission file number 001-13873),
and incorporated herein by reference.

(12)	Filed as Exhibit No. 10.1 to the C'ompanys Quarterly Report on Form 10-Q for the quarterly period ended
August 24, 2012, as filed with the Commission on October 1, 2012 (commission file number 001-13873), and
incorporated herein by reference.

(13)	Filed as Exhibit No. 10.1 to the C'ompanys Quarterly Report on Form 10-Q for the quarterly period ended
November 28, 2014, as filed with the Commission on December 23, 2014 (commission file number
001-13873), and incorporated herein by reference.

(14)	Filed as Exhibit No. 10.8 to the C’ompanys Annual Report on Form 10-K for the fiscal year ended
February 27, 1998, as filed with the Commission on May 28, 1998 (commission file number 001-13873), and
incorporated herein by reference.

(15)	Filed as Exhibit No. 10.2 to the C'ompanys Quarterly Report on Form 10-Q for the quarterly period ended
August 24, 2012, as filed with the Commission on October 1, 2012 (commission file number 001-13873), and
incorporated herein by reference.

(16)	Filed as Exhibit No. 10.1 to the C’ompanys Form 8-K, as filed with the Commission on February 9, 2007
(commission file number 001-13873), and incorporated herein by reference.

(17)	Filed as Exhibit No. 10.6 to the C’ompanys Quarterly Report on Form 10-Q for the quarterly period ended
August 29, 2008, as filed with the Commission on October 7, 2008 (commission file number 001-13873), and
incorporated herein by reference.

(18)	Filed as Exhibit No. 10.1 to the C'ompanys Quarterly Report on Form 10-Q for the quarterly period ended
August 28, 2009, as filed with the Commission on October 5, 2009 (commission file number 001-13873), and
incorporated herein by reference.

(19)	Filed as Exhibit No. 10.2 to the C'ompanys Quarterly Report on Form 10-Q for the quarterly period ended
November 27, 2009, as filed with the Commission on January 5, 2010 (commission file number 001-13873),
and incorporated herein by reference.

(20)	Filed as Exhibit No. 10.19 to the C’ompanys Annual Report on Form 10-K for the fiscal year ended
February 28, 2003, as filed with the Commission on May 16, 2003 (commission file number 001-13873), and
incorporated herein by reference.

(21)	Filed as Exhibit No. 10.33 to the C’ompanys Annual Report on Form 10-K for the fiscal year ended
February 25, 2005, as filed with the Commission on May 6, 2005 (commission file number 001-13873), and
incorporated herein by reference.

(22)	Filed as Exhibit No. 10.01 to the C’ompanys Quarterly Report on Form 10-Q for the quarterly period ended
May 27, 2005, as filed with the Commission on July 1, 2005 (commission file number 001-13873), and
incorporated herein by reference.

(23)	Filed as Exhibit No. 10.7 to the C’ompanys Quarterly Report on Form 10-Q for the quarterly period ended
August 29, 2008, as filed with the Commission on October 7, 2008 (commission file number 001-13873), and
incorporated herein by reference.

(24)	Filed as Exhibit No. 10.18 to the C’ompanys Annual Report on Form 10-K for the fiscal year ended
February 24, 2012, as filed with the Commission on April 23, 2012 (commission file number 001-13873), and
incorporated herein by reference.

(25)	Filed as Exhibit No. 10.1 to the C’ompanys Form 8-K, as filed with the Commission on January 16, 2015
(commission file number 001-13873), and incorporated herein by reference.

(26)	Filed as Exhibit No. 10.1 to the C’ompanys Form 8-K, as filed with the Commission on July 16, 2012
(commission file number 001-13873), and incorporated herein by reference.


the industry appears to be poised on the brink of a series of lurches and halts in performance improvements through concurrent execution and tool imple-mentation changes during which code bases will need to be modernized to operate correctly and securely.

Unfortunately, developing concurrent systems remains difficult and error prone for the vast majority of programmers; we still lack a programming model that enables the widespread adoption of concurrency. With the pos-sible exception of lambdas in C++, the approaches to multithreading adopted by the C and C++ standards are largely the same approaches that developers have struggled with for years without success. The application development and programming language development communities are well aware of this issue and have proposed many solutions such as Cilk, Intel Threading Build-ing Blocks, OpenMP, QtConcurrent, and so forth. There is limited experience with these various approaches. To date, no cost-effective solution appears to solve the fundamental problem that programmers have difficulty reasoning about concurrency.

So what happens when the increased pressure to adopt concurrency encounters the inability of developers to program concurrently? Expressed lightly, hilarity ensues. Concurrency is likely to be the source of a large num-ber of vulnerabilities in the years to come as we struggle to discover which approaches will succeed and which will be left by the wayside.

But, when I came,—some minute ere the time Of her awakening,—here untimely lay The noble Paris and true Romeo, dead.

—William Shakespeare, Romeo and Juliet, act V, scene 3

C and C++ programs commonly read and write to files as part of their nor-mal operations. Numerous vulnerabilities have resulted from irregularities in how these programs interact with the file system—the operation of which is defined by the underlying operating system. Most commonly, these vulnerabil-ities result from file identification issues, poor privilege management, and race conditions. Each of these topics is discussed in this chapter.

Performing file I/O securely can be a daunting task, partly because there is so much variability in interfaces, operating systems, and file systems. For exam-ple, both the C and POSIX standards define separate interfaces for performing

1. David Riley is a professor of computer science at the University of Wisconsin–LaCrosse. David Svoboda is a member of the technical staff for the SEI’s CERT.


# 36. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)

The total cash outflow for leases included in the statement of cash flows is as follows:

	2020	2019

RMB’000	RMB’000

Within financing activities	(3,558)	(7,333)

At the end of the reporting period, contingent liabilities not provided for in the financial statements were as follows:

	2020	2019

RMB’000	RMB’000

Guarantees given to a bank in connection with loans
granted to an associate	15,100	33,500

Counter-guarantees given to a security company
in connection with loans granted to a subsidiary	6,000	3,000

	21,100	36,500

As at 31 December 2020, the banking facilities guaranteed by the Group to Sinofn Tianjin were utilised to the extent of approximately RMB15,100,000 (2019: RMB33,500,000).

Details of the Group’s assets pledged for the Group’s bank and other loans are included in note 13 to the financial statements.

# (a) The Group had the following capital commitments at the end of the reporting period:

	2020	2019

RMB’000	RMB’000

Contracted, but not provided for:

Know-how, patents and license	1,900	1,400

On 9 December 2004, the Company and its substantial shareholder, IBP, entered into an exclusive technology licensing agreement (the “Licensing Agreement”) with regard to the production of diagnostic reagents by employing the technologies owned by IBP (the “Reagent Technologies”). Pursuant to the Licensing Agreement, the Company is required to pay a fee of RMB500,000 per annum to IBP for 20 years, commencing on the effective date of the Licensing Agreement. As at 31 December 2020, the technical service fees payable by the Group of RMB2,500,000 (31 December 2019: RMB2,000,000) were included in the amount due to a shareholder in note 28(c) to the financial statements.

In addition, the Group’s share of the joint ventures’ own capital commitments, which are not included in the above, is as follows:

	2020	2019

RMB’000	RMB’000

Contracted, but not provided for	20,084	5,100

(b) The Group has various lease contracts that have not yet commenced as at 31 December 2020. The future lease payments for these non-cancellable lease contracts are RMB3 million due within one year and RMB11 million due in the second to fifth years.


At the end of the Reporting Period, the Group had no significant contingent liabilities.

At the end of the Reporting Period, there were no significant capital commitments for the Group.

Assets with a carrying value of approximately HK\$37,174,000 were pledged as security for the Group’s banking facilities.

The Directors will continue to follow a prudent policy in managing the Group’s cash balances and maintain a strong and healthy liquidity to ensure that the Group is well placed to take advantage of growth opportunities for the business. Interest for the current bank borrowings were mainly on floating rate basis and the bank borrowings were principally denominated in Hong Kong dollar, hence, there is no significant exposure to foreign exchange rate fluctuations.

The Group’s foreign exchange risk mainly arises from balances denominated in Renminbi, which relates to the Group’s foreign currency denominated monetary assets and liabilities for the Group’s operating activities.

The Group currently does not have a foreign currency hedging policy to eliminate the currency exposures. However, the management monitors the related foreign currency exposure closely and will consider hedging significant foreign currency exposures should the need arise.

There is no change in capital structure of the Group during the year ended 31 March 2020.

The Group will uphold an on-going parallel development of its construction business (including building construction, interior fitting-out works and E&M works) in the PRC, Hong Kong and Macau. To cope with the difficulties encountered in the construction and engineering industry, the Group has adopted a prudent strategy in project tendering.

With its proven track records and adequate expertise in the main contracting business, the Group was included in Building Category Group C of the “List of Approved Contractors for Public Works”, and Turn-key Interior Design and Fitting-out Works Category Group II of the “List of Approved Suppliers of Materials and Specialist Contractors for Public Works” under Development Bureau of Hong Kong Special Administrative Region (the “HKSAR”); the Registered General Building Contractor, the Minor Works Class I Contractor, the Registered Specialist Contractor (Site Formation Works and Foundation Works Categories) under the Buildings Department.

In the E&M works, the Group was included in 11 categories of the “List of Approved Suppliers of Materials and Specialist Contractors for Public Works” under Development Bureau of the Government of the HKSAR; and the Registered Specialist Contractor (Ventilation) and Minor Works Class III Type E Contractor under Building Department.

The Group is able to take an active part in the construction business development.


I connected with Bella through her machine. She hadn’t returned any of the messages I’d left since she took 28 FPS away from me, but I recorded a few lines about wanting to discuss something Ryan had told me the last time I saw him alive and she was on the line before midday.

We sat in her video suite, the obvious place. Bella had her hair tied back and was wearing a robe with nothing on underneath. As she shifted position in her chair the silky material slipped open to show her cunt. She didn’t bother to cover herself and I caught the scent of fish.

I played my cassette and explained how there should have been stitches on Karen’s belly. Bella spent more time watching me than the screen and the satisfied look on her face gave me a bad feeling that things weren’t going to go quite as well as I’d hoped. For an absurd moment the whole purpose of the meeting seemed to have been reversed; that rather than accusing her of murder, I was there to admit my guilt at being in possession of something dangerous to her. I did my best to fight it down, but I knew my voice sounded weak.

“Ryan had it figured the night you killed him, it took me a little longer. What did you think, we weren’t going to see it?”

“Oh, I thought you’d see it all right. But I was quite sure you’d be reluctant to recognize it.”

“You and Ryan were very similar. You see money as life’s ultimate validation. It makes you easy to predict.”

“You made this tape. You knew he’d take a copy and that sooner or later we’d find it. And you knew how we’d read it.”

“Killing Karen? I didn’t really plan it at all.”

“But the tape was made before you took her kidney out.”

“The tape was just one I had, it wasn’t part of any plan, at least not until later. I shot it in Powell’s apartment to hurt him, to rub salt in the wound, so to speak. That’s all. The planning only came after I realized what it could be used for. Erase my copy, make up a story about the bracelet.... Almost too easy.”

I didn’t say anything. Bella shrugged, rewound the tape and started it playing again, this time in slow motion. She watched it as she spoke.

“Karen came back much sooner than I’d expected. We hadn’t planned to meet again until a couple of weeks after she’d recovered from her operation, but she had some trouble at home. The man she was living with threw her out and she had nowhere to go. I let her stay, of course. But knowing she was accessible, that she was a woman who had no real prohibitions against selling parts of herself, was a constant temptation. The door had already been opened, you see, and I wanted to go back. After a week I offered to buy her appendix and she agreed.”

“Only you didn’t stop with her appendix.”

“No. It’s a much simpler operation to perform, so I was working without Powell. I hadn’t planned to do anything other than what I’d paid for. But being there alone, with her laid out on the table so...available, it seemed cowardly to limit myself once I’d started. I took out almost everything she had.”

“I’ve told you before the operations are a test, even with outcasts they require an effort of will. With Karen, when I took her kidney, I moved to another level. She wasn’t anonymous. She was


As part of an audit in accordance with HKSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

•	 Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

•	 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

•	 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.

•	 Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

•	 Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial represent the underlying transactions and events in a manner that achieves fair presentation.

•	 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is Chan Chi Yuen.


	Successor	Predecessor

September 27-
October 27, 2013	April 29-
September 26, 2013	Six
Months Ended
October 28, 2012

(in millions)

Service cost	$           3.3	 $         22.6	 $         23.6

Interest cost	7.2	32.8	37.4

Expected return on lpan assets	(6.5)	(35.4)	(39.4)

Net amortization	—	24.8	26.4

Net periodic pension cost	$          4.0	 $         44.8	 $         48.0

As a result of the Merger, all outstanding common stock of the Company during the Predecessor period was acquired by Shuanghui and retired. See Note 2—Merger and Acquisition for further information on the Merger.

As a result of the Merger, all of the outstanding shares of Merger Sub were converted into 1,000 shares of common stock of the Company, no par value, and such shares are owned by a wholly owned subsidiary of Shuanghui. There are no other shares of stock outstanding in the Company.

# Stock Options and Performance Share Units

At October 27, 2013, the Company has no outstanding stock option awards or performance share units and no new equity plans have been approved by the Board of Directors.

The following tables present changes in the accumulated balances for each component of other comprehensive income (loss) and the related effects on net income of amounts reclassified out of other comprehensive income (loss).

	Successor	Predecessor

September 27-
October 27, 2013	July 29-
September 26,
2013	Three Months
Ended October 28,
2012

Before
Tax	 Tax	After
Tax	Before
Tax	 Tax	After
Tax	Before
Tax	After
 Tax   Tax

(in millions)

Foreign currency translation:

Translation adjustment arising during
the period	$   28.9	 $   (1.0)	$   27.9	 $   16.2	 $   (3.6)	$   12.6	 $   51.5	 $   (2.0)	$ 49.5

Pension accounting:

Amortization of actuarial losses and
prior service credits reclassified to
cost of sales	—	 —	 —	3.1	(1.2)	1.9	(1.3)	0.5	(0.8)

Amortization of actuarial losses and
prior service credits reclassified to
SG&A	—	 —	 —	6.8	(2.7)	4.1	14.5	(5.7)	8.8

Hedge accounting:

Gains (losses) arising during the period	(6.9)	2.8	(4.1)	(16.5)	6.5	(10.0)	(4.2)	2.0	(2.2)

Gains reclassified to sales	(0.2)	 —	(0.2)	3.2	(1.3)	1.9	(25.6)	10.0	(15.6)

Gains reclassified to cost of sales	0.1	(0.1)	 —	1.4	(0.5)	0.9	(18.9)	7.4	(11.5)

Losses reclassified to SG&A	—	 —	 —	0.2	 —	0.2	0.4	 —	0.4

Total other comprehensive income
(loss)	$   21.9	 $    1.7	 $   23.6	 $ 14.4	 $   (2.8)	$   11.6	 $ 16.4	 $   12.2	 $   28.6


# Prepayments, deposits and other receivables

Prepayments, deposits and other receivables consist primarily of deposits paid to suppliers, value-added tax receivables, loans receivables and prepayments. Prepayments, deposits and other receivables amounted to US\$80 million, US\$75 million and US\$365 million as of December 31, 2011, 2012 and 2013, respectively. Prepayments, deposits and other receivables remained relatively stable as of December 31, 2011 and 2012. Prepayments, deposits and other receivables increased as of December 31, 2013 primarily as a result of the completion of our acquisition of Smithfield and consisted largely of loans receivables, deposits paid to suppliers and value-added tax receivables.

Trade and bills payables consist primarily of payables to suppliers. Trade and bills payables amounted to US\$300 million, US\$225 million and US\$851 million as of December 31, 2011, 2012 and 2013, respectively. Trade and bills payables decreased from US\$300 million as of December 31, 2011 to US\$225 million as of December 31, 2012 primarily due to our efforts in optimizing our supply chain management in 2012. These measures included reducing bulk orders to our suppliers, which increased the frequency of orders but shortened the settlement period of each order. Trade and bills payables increased from US\$225 million as of December 31, 2012 to US\$851 million as of December 31, 2013 primarily as a result of the completion of our acquisition of Smithfield.

The following table sets forth our average trade and bills payables, cost of sales and trade and bills payables turnover days as of the dates indicated.

(1) Average of beginning and ending balances of total trade and bills payables in the period indicated.

(2) Calculated as the average balances of total trade and bills payables, divided by the total cost of sales in the year (before biological assets fair value adjustments), multiplied by 365.

Trade and bills payables days decreased from 20.6 days in 2011 to 18.3 days in 2012 due primarily to our successful implementation of the aforementioned policies in optimizing our supply chain management in 2012. Trade and bills payable days increased from 18.3 days in 2012 to 20.8 days in 2013 primarily as a result of the impact from our acquisition of Smithfield. Trade and bills payable days in our operations in China was 13.8 days as of December 31, 2013.

The following table sets forth an aging analysis of our trade and bills payables for the periods indicated.

The credit period on our purchases of goods in our China operations is approximately 30 days. In our U.S. and international operations, credit terms vary based on goods and vendor and payables are typically paid in approximately 15 days.

Accrued expenses and other payables consist primarily of accrued staff costs such as salaries, deposits received from customers, payables in respect of acquisition of property, plant and equipment, insurance payables, sales rebates payables, dividends payable and interest payables.


Meeting of the Remuneration Committee shall be held at least once a year. One meeting of the Remuneration Committee was held during the Year. The attendance records of each member of the Remuneration Committee at the said meeting are as follows:-

Name of the Directors	Attendance/
Number of
Remuneration
Committee meetings

Executive Director

Mr. Chu King Tien	1/1

Independent non-executive Directors

Mr. Hui Kwok Wah (Chairman)	1/1

Mr. Ma Sai Yam	1/1

During the Year, the Remuneration Committee has, among other things, reviewed the remuneration package of the Directors and senior management of the Group and recommendation was made to the Board in relation to their remuneration package.

The Company has established a nomination committee (the “Nomination Committee”) on 15 May 2015 with written terms of reference in compliance with the Listing Rules. The Nomination Committee comprises one executive Director namely, Mr. Chu King Tien and two independent non-executive Directors, namely, Mr. Hui Kwok Wah and Mr. Ma Sai Yam, with Mr. Chu King Tien being appointed as the chairman of the Nomination Committee.

The roles and functions of the Nomination Committee include, among other things, reviewing the structure, size and composition of the Board at least once a year, making recommendations on any proposed changes to the Board to complement the Company’s corporate strategy, identifying individuals suitably qualified to become members of the Board and selecting, or making recommendations to the Board on the selection of individuals nominated for directorships, assessing the independence of the independent non-executive Directors and making recommendations to the Board on the appointment or re-appointment of the Directors and succession planning for Directors, in particular the chairman and the chief executive officer.

The Nomination Committee shall meet at least once a year. One meeting of the Nomination Committee was held during the Year. The attendance records of each member of the Nomination Committee at the said meeting are as follows:-

Name of the Directors	Attendance/
Number of
Nomination
Committee meetings

Executive Director

Mr. Chu King Tien (Chairman)	1/1

Independent non-executive Directors

Mr. Hui Kwok Wah	1/1

Mr. Ma Sai Yam	1/1

During the Year, the Nomination Committee has, among other things, reviewed the structure, size, composition and diversity of the Board, considered the appointment or re-appointment of the Directors, reviewed the independent non-executive Directors’ annual confirmation on independence and assessed their independence. The Nomination Committee will continue to review the necessity of more competent staff to join in for the expansion of the Group.

Pursuant to the amended Mandatory Disclosure Requirement L.(d)(ii) in the Corporate Governance Report as contained in Appendix 14 of the Listing Rules the Company should disclose its policy for nomination of directors in the summary of work performed by the Nomination Committee in its corporate governance report.

In evaluating and selecting any candidate for the directorship, the following criteria should be considered:

• qualifications including professional qualifications, skills, knowledge and experience, and diversity aspects under the Board Diversity Policy that are relevant to the Company’s business and corporate strategy;

• any measurable objectives adopted for achieving diversity on the Board;

• for independent non-executive Directors, whether the candidate would be considered independent with reference to the independence guidelines set out in the Listing Rules;

• any potential contributions the candidate can bring to the Board in terms of qualifications, skills, experience, independence and gender diversity;

• willingness and ability to devote adequate time to discharge duties as a member of the Board and/or Board committee(s) of the Company; and

• such other perspectives that are appropriate to the Company’s business and succession plan and where applicable may be adopted and/or amended by the Board and/or the Nomination Committee from time to time for nomination of directors and succession planning.

The Company has put in place the following Director nomination procedures:

# Appointment of New and Replacement Directors

(i) If the Board determines that an additional or replacement Director is required, it will deploy multiple channels for identifying suitable director candidates, including referral from Directors, shareholders, management, advisors of the Company and external executive search firms.

(ii) Upon compilation and interview of the list of potential candidates, the Nomination Committee will shortlist candidates for consideration by the Nomination Committee and/or the Board based on the selection criteria and such other factors that it considers appropriate. The Board has the final authority on determining suitable director candidate for appointment.


# b. Financial risk management objectives and policies (continued)

# Credit risk and impairment assessment (continued)

The Group invests in rated and unrated debt securities as well as investment grade debt securities. The management regularly reviews and monitors the portfolio of debt securities. Summary of the fair value and principal amount of debt securities at FVTPL are set out below.

# Trade debtors and contract assets arising from contracts with customers as well as lease receivables

In order to minimise the credit risk, the management of the Group has policies in place to ensure the sales of properties are made to purchasers with an appropriate financial strength and appropriate percentage of down payments. Monitoring procedures are in place to ensure that follow-up action is taken to recover overdue debts. In addition, the Group performs impairment assessment under ECL model on trade debtors including lease receivables individually or collectively based on the Group’s internet credit rating. Contract assets are assessed on an individual basis for impairment purpose.

# Loan receivables/amounts due from associates, joint ventures, a shareholder of a non-wholly owned subsidiary and an investee company/bank balances and deposits

The credit risk of loan receivables and amounts due from associates, joint ventures, a shareholder of non-wholly owned subsidiary and an investee company is managed through an internal process. The Group actively monitors the outstanding amounts owed by each debtor and uses past due information to assess whether credit risk has increased significantly since initial recognition. The directors of the Company consider that the probability of default is minimal after assessing the counter-parties financial background and underlying assets held by the related parties.

Loan receivables represent mortgage loans secured by the properties of the borrowers.

In determining the recoverability of loan receivables, the Group considers any change in the credit quality of the borrowers, the value of the underlying properties under mortgage, historical settlements of loan interests and other forward-looking information.

The Group only invests in debt securities with credit rating of B or above issued by Moody’s or Standard & Poor’s. The directors of the Company focus on the investment diversification and their credit ratings changes. The directors of the Company assess ECL on the debt instruments at FVTOCI based on the default rates published by major international credit rating agencies that are applicable to the respective debts instruments credit grades. As a result of this assessment, the directors of the Company are of the opinion that the ECL on these debt instruments is insignificant.

Summary of the fair value and principal amount of debt securities at FVTOCI are set out below.

The credit risks on pledged deposits, restricted bank deposits, deposit in a financial institution, bank balances and deposits are limited because the counterparties are banks/financial institutions with high credit ratings assigned by international credit-rating agencies.