Good Resources : ANNOUNCEMENT OF ANNUAL RESULTS FOR THE YEAR ENDED 30 JUNE 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Good Resources Holdings Limited

天 成 國 際 集 團 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 109)

ANNOUNCEMENT OF ANNUAL RESULTS

FOR THE YEAR ENDED 30 JUNE 2019

The board (the "Board") of directors (the "Directors") of Good Resources Holdings Limited (the "Company") is pleased to announce the audited annual consolidated results of the Company and its subsidiaries (together the "Group") for the year ended 30 June 2019 together with last year's comparative figures as follows:

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 June 2019

		2019		2018
	Notes	HK$'000	HK$'000
Turnover	3	84,665		110,523
Other revenue	5	37,511		23,994
Other net (losses)/gains	5	(15,897)	11,964
Administrative expenses		(23,595)	(52,405)
Finance costs		(2)	-
Share of loss of a joint venture		(2,973)	(2,840)
Profit before taxation	6	79,709		91,236
Taxation	7	(27,178)	(27,351)
Profit for the year		52,531		63,885

• For identification purposes only

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	2019	2018
Notes	HK$'000	HK$'000

Other comprehensive (loss)/income that may be

• subsequently reclassified to profit or loss
• Fair value adjustment on financial assets at

	fair value through other comprehensive income	4,710	(3,493)
Exchange differences arising on translation of
	foreign operations	(101,200)	67,986
Other comprehensive (loss)/income for the year	(96,490)	64,493
Total comprehensive (loss)/income for the year	(43,959)	128,378
Profit for the year attributable to:
- Owners of the Company	54,120		74,365
	- Non-controlling interests	(1,589)	(10,480)
		52,531		63,885
Total comprehensive (loss)/income for the year
	attributable to:
- Owners of the Company	(42,446)	138,316
	- Non-controlling interests	(1,513)	(9,938)
		(43,959)	128,378
			HK Cents	HK Cents
Earnings per share attributable to owners of
	the Company	8
	- Basic	0.76		1.04
	- Diluted	0.76		1.04

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 30 June 2019

				2019		2018
			Notes	HK$'000	HK$'000
ASSETS
Non-current assets
Property, plant and equipment		63,398		68,215
	Intangible assets		59,145		65,354
	Goodwill		15,566		15,646
	Loans receivable	11	204,108		1,072,231
Interest in a joint venture		29,419		32,544
Financial assets at fair value through
		profit or loss	9	4,306		-
Financial assets at fair value through
		other comprehensive income	9	160,886		-
	Available-for-sale financial asset	9	-	71,489
	Deferred tax assets		7,094		-
				543,922		1,325,479
Current assets
	Loans receivable	11	1,021,183	55,453
Other receivables, deposits and prepayments		123,247	10,819
Financial assets at fair value through
		profit or loss	9	66,560	-
Bank balances and cash		1,192,811	1,469,659
				2,403,801		1,535,931
Non-current assets held for sale	10	-	228,312
				2,403,801		1,764,243
Total assets		2,947,723		3,089,722
Current liabilities
Other payables, accruals and deposits received		50,024		49,073
	Provision for taxation		88,724		84,639
				138,748		133,712
Total assets less current liabilities		2,808,975		2,956,010

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		2019	2018
		HK$'000	HK$'000
Non-current liabilities
	Deferred tax liabilities	14,669		16,153
NET ASSETS	2,794,306		2,939,857
EQUITY
Equity attributable to owners of the Company
	Share capital	708,822		709,877
	Reserves	2,076,128		2,186,845
		2,784,950		2,896,722
Non-controlling interests	9,356		43,135
TOTAL EQUITY	2,794,306		2,939,857

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NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2019

1. GENERAL
   Good Resources Holdings Limited was incorporated in Bermuda as an exempted company with limited liability and its shares are listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). The address of the registered office of the Company is Clarendon House, 2 Church Street, Hamilton HM11, Bermuda and the principal place of business of the Company is located at Room 3310-11, 33rd Floor, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong.
   The Company is an investment holding company. The principal activities of the Group are provision of financial services, investment holding and provision of optical fibre leasing services.
2. BASIS OF PREPARATION
3. 1. Statement of compliance
      The consolidated financial statements have been prepared in accordance with all applicable Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards ("HKASs") and Interpretations (hereinafter collectively referred to as the "HKFRSs") and the disclosure requirements of the Hong Kong Companies Ordinance. In addition, the consolidated financial statements include applicable disclosures required by the Rules Governing the Listing of Securities on the Stock Exchange.
   2. Basis of measurement
      The consolidated financial statements have been prepared under the historical cost basis except for certain financial instruments, which are measured at fair value.
   3. Functional and presentation currency

The consolidated financial statements are presented in Hong Kong dollar ("HK$"), which is the same as the functional currency of the Company.

2. ADOPTION OF NEW/REVISED HONG KONG FINANCIAL REPORTING STANDARDS

1. Adoption of new/revised HKFRSs - effective 1 July 2018

Annual Improvements to HKFRSs	Amendments to HKFRS 1, First time adoption of Hong Kong
2014-2016 Cycle		Financial Reporting Standards
Annual Improvements to HKFRSs	Amendments to HKAS 28, Investments in associates and
2014-2016 Cycle		joint ventures
Amendments to HKFRS 2	Classification and Measurement of Share Based Payment
		Transactions
HKFRS 9	Financial Instruments
HKFRS 15	Revenue from Contracts with Customers
Amendments to HKFRS 15	Revenue from contracts with Customers (Clarifications to
		HKFRS 15)
Amendments to HKAS 40	Transfer to Investment Property
HK(IFRIC)-Int 22	Foreign Currency Transactions and Advance Consideration

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1. Annual Improvements to HKFRSs 2014-2016 Cycle - Amendments to HKFRS 1, First-time Adoption of Hong Kong Financial Reporting Standards
   The amendments issued under the annual improvements process make small, non-urgent changes to standards where they are currently unclear. They include amendments to HKFRS 1, First-time Adoption of Hong Kong Financial Reporting Standards, removing transition provision exemptions relating to accounting periods that had already passed and were therefore no longer applicable.
   The adoption of these amendments has no impact on these financial statements as the periods to which the transition provision exemptions related have passed.
2. Annual Improvements to HKFRSs 2014-2016 Cycle - Amendments to HKAS 28, Investments in Associates and Joint Ventures
   The amendments issued under the annual improvements process make small, non-urgent changes to standards where they are currently unclear. They include amendments to HKAS 28, Investments in Associates and Joint Ventures, clarifying that a Venture Capital organisation's permissible election to measure its associates or joint ventures at fair value is made separately for each associate or joint venture.
   The adoption of these amendments has no impact on these financial statements as the Group is not a venture capital organisation.
3. HKFRS 9 - Financial Instruments
   HKFRS 9 replaces HKAS 39 Financial Instruments: Recognition and Measurement for annual periods beginning on or after 1 July 2018, bringing together all three aspects of the accounting for financial instruments: (1) classification and measurement; (2) impairment and (3) hedge accounting. The adoption of HKFRS 9 from 1 July 2018 has resulted in changes in accounting policies of the Group and the amounts recognised in the consolidated financial statements.

The following tables summarised the impact, net of tax, of transition to HKFRS 9 on the opening balance of reserves and retained profits as of 1 July 2018 as follows:

Retained profits	HK$'000
Retained profits as at 30 June 2018	116,819
Increase in expected credit losses ("ECLs") in loans receivable	(56,325)
Increase in ECLs in other receivables	(1,231)
Recognition of deferred taxation	13,510
Reclassify financial asset (unlisted debt investments) from
available-for-sales financial assets at FVOCI to financial assets
at FVTPL (Note 2(a)C(i)(b))	(3,493)
Restated retained profits as at 1 July 2018	69,280
Other reserves
HK$'000
Other reserves balances at 30 June 2018	63,085
Reclassify financial asset (unlisted debt investments) from
available-for-sales financial assets at FVOCI to financial assets
at FVTPL (Note 2(a)C(i)(b))	3,493
Other reserves as at 1 July 2018	66,578

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1. Classification and measurement of financial instruments
   Under HKFRS 9, except for certain trade receivables (that the trade receivables do not contain a significant financing component in accordance with HKFRS 15), an entity shall, at initial recognition, measure a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss ("FVTPL"), transaction costs. A financial asset is classified as: (i) financial assets at amortised cost ("amortised costs"); (ii) financial assets at fair value through other comprehensive income ("FVOCI"); or (iii) FVTPL (as defined in above). The classification of financial assets under HKFRS 9 is generally based on two criteria: (i) the business model under which the financial asset is managed and (ii) its contractual cash flow characteristics (the "solely payments of principal and interest" criterion, also known as "SPPI criterion"). Under HKFRS 9, embedded derivatives is no longer required to be separated from a host financial asset. Instead, the hybrid financial instrument is assessed as a whole for the classification.
   A financial asset is measured at amortised cost if it meets both of the following conditions are met and it has not been designated as at FVTPL:
2. • It is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
   • The contractual terms of the financial asset give rise on specified dates to cash flows that meet the SPPI criterion.

A debt investment is measured at FVOCI if it meets both of the following conditions and it has not been designated as at FVTPL:

• It is held within a business model whose objective is to achieved by both collecting contractual cash flows and selling financial assets; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that meet the SPPI criterion.

On initial recognition of an equity investment that is not held for trading, the Group could irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income. This election is made on an investment-by-investment basis. All other financial assets not classified at amortised costs or FVOCI as described above are classified as FVTPL. This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or FVOCI at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

The following accounting policies would be applied to the Group's financial assets as follows:

FVTPL	FVTPL is subsequently measured at fair value. Changes in fair
	value, dividends and interest income are recognised in profit or
	loss.
Amortised costs	Financial assets at amortised costs are subsequently measured
	using the effective interest rate method. Interest income,
	foreign exchange gains and losses and impairment are
	recognised in profit or loss. Any gain on derecognition is
	recognised in profit or loss.

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FVOCI	Debt investments at fair value through other comprehensive
(debt instruments)	income are subsequently measured at fair value. Interest
	income calculated using the effective interest rate method,
	foreign exchange gains and losses and impairment are
	recognised in profit or loss. Other net gains and losses are
	recognised in other comprehensive income. On derecognition,
	gains and losses accumulated in other comprehensive income
	are reclassified to profit or loss.

The following table summarizes the original measurement categories under HKAS 39 and the new measurement categories under HKFRS 9 for each class of the Group's financial assets as at 1 July 2018:

			Carrying	Carrying
		New	amount as at	amount as at
	Original	classification	1 July 2018	1 July 2018
	classification	under	under	under
Financial assets	under HKAS 39	HKFRS 9	HKAS 39	HKFRS 9
			HK$'000	HK$'000
Loans receivable	Loans and receivables	Amortised cost	1,127,684	1,071,359
Unlisted equity	Available-for-sale	FVTPL	4,306	4,306
investments	(Note a)
Unlisted debt	Available-for-sale	FVTPL	67,183	67,183
investments	(at fair value)(Note b)
Other receivables	Loans and receivables	Amortised cost	10,304	9,073
Cash and cash	Loans and receivables	Amortised cost	1,469,659	1,469,659
equivalents

Note (a) As of 1 July 2018, an unquoted equity investments were reclassified from available-for-sale financial assets at cost to financial assets at FVTPL. These unquoted equity instrument has no quoted price in an active market. The Group intends to hold these unquoted equity investment for long term strategic purpose.

Note (b) The Group invested in the convertible promissory note (the "Note") with principal amount of USD9,000,000 carrying interest at 5% per annum issued by Airspan Network Inc. ("Airspan"). Under HKAS 39, the investment was classified as available-for-sale financial asset in the consolidated statement of financial position. It was carried at fair value with changes in fair value recognised through other comprehensive income. At the date of initial application of HKFRS 9, the Note was reclassified from available-for-sale financial assets at fair value through other comprehensive income to FVTPL, as the contractual cash flows from the Note are not solely payment of principal and interest on the principal amount outstanding. The previous fair value loss recognised in "Other reserves" of HK$3,493,000 was debited to retained profits at 1 July 2018.

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1. Impairment of financial assets
   The adoption of HKFRS 9 has changed the Group's impairment model by replacing the HKAS 39 "incurred loss model" to the "ECLs model". HKFRS 9 requires the Group to recognised ECL for trade receivables, financial assets at amortised costs, contract assets and debt investment at FVOCI earlier than HKAS 39. Cash and cash equivalents are subject to ECL model but the impairment is immaterial for the current period.
   Under HKFRS 9, the losses allowances are measured on either of the following bases: (1)
   12 months ECLs: these are the ECLs that result from possible default events within the 12
   months after the reporting date: and (2) lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument.
   Measurement of ECLs
   ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive. The shortfall is then discounted at an approximation to the assets' original effective interest rate.
   The Group applies the general impairment approach of HKFRS 9 for loans receivable and other receivable to recognise impairment based on a three-stage process which is intended to reflect the deterioration in credit quality of a financial instrument.
   The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
   Presentation of ECLs
   Loss allowances for financial assets measured at amortised costs are deducted from the gross carrying amount of the assets. For debt investment at FVOCI, the loss allowance is recognised in other comprehensive income, instead of reducing the carrying amount of the assets.
   Under the general approach, financial assets are classified into three stage to reflect the deterioration in credit quality. Impairment allowance of each stage is calculated based on the product of probability of default, loss given default and exposure at default. Stage 1 covers financial assets that have not deteriorated significantly in credit quality since initial recognition including those that considered to be low credit risk investments. Stage 2 covers financial assets that have deteriorated significantly in credit quality since initial recognition but do not have objective evidence of a credit loss event. Stage 3 covers financial assets that have objective evidence of impairment at the reporting date. 12 months ECL is recognised in Stage 1, while lifetime ECL are recognised in Stages 2 and 3.

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The Group's internal credit risk grading assessment comprises of five categories grouped with similar credit characteristics. For Group A, B, C and D, all the amounts are not past due and Group E represents a customer with indicator of increase in credit risk. The decision rules for stage allocation under general approach are as follows:

Group	Stage	Description	ECLs applied
A	Stage 1	The counterparty has a low risk of default	12 months ECLs
		and does not have any past-due amounts
B	Stage 1	The counterparty has a low risk of default	12 months ECLs
		and does not have any past-due amounts
C	Stage 1	The counterparty has a low risk of default	12 months ECLs
		and does not have any past-due amounts
D	Stage 1	The counterparty has a low risk of default	12 months ECLs
		and does not have any past-due amounts
E	Stage 2	There have been significant increases in	Lifetime ECLs -
		credit risk through information developed	not credit-impaired
		internally or external resources

The expected credit loss rate as at 1 July 2018 after applying the general impairment approach of HKFRS 9 is as follow:

1 July 2018	Group A	Group B	Group C	Group D	Group E
Expected credit loss rate (%)	4.9%	0.13%	7.19%	0.72%	15.15%
Gross carrying amount (HK$'000)	329,876	256,431	421,365	59,941	60,071
Loss allowance (HK$'000)	16,175	333	30,285	431	9,101

The increase in loss allowance for loans receivable upon the transition to HKFRS 9 as of 1 July 2018 were HK$56,325,000. The loss allowances of loans receivable decreased by HK$34,349,000 during the year ended 30 June 2019.

Impairment of other receivables

As at 1 July 2018, the other receivables mainly represent amount due from a minority shareholder of a subsidiary. It is considered to be low risk as the borrower is considered, in the short term, to have a strong capacity to meet its obligations, and therefore the impairment provision is determined as 12 months ECL. After applying the ECL model, the management considered that provision for impairment allowance for other receivables upon the transition to HKFRS 9 as at 1 July 2018 were HK$1,231,000.

1. Hedge accounting
   Hedge accounting under HKFRS 9 has no impact on the Group as the Group does not apply hedge accounting in its hedging relationships.

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1. Transition
   The Group has applied the transitional provision in HKFRS 9 such that HKFRS 9 was generally adopted without restating comparative information. The reclassifications and the adjustments arising from the new ECLs rules are therefore not reflected in the statement of financial position as at 30 June 2018, but are recognised in the statement of financial position on 1 July 2018. This mean that differences in the carrying amounts of financial assets and financial liabilities resulting from the adoption of HKFRS 9 are recognised in retained profits and reserves as at 1 July 2018. Accordingly, the information presented for 2018 does not reflect the requirements of HKFRS 9 but rather those of HKAS 39.
   The following assessments have been made on the basis of the facts and circumstances that existed at the date of initial application of HKFRS 9 (the "DIA"):
2. • The determination of the business model within which a financial asset is held;
   • The designation and revocation of previous designations of certain financial assets and financial liabilities as measured at FVTPL; and
   • The designation of certain investments in equity investments not held for trading as at
     FVOCI.

If an investment in a debt investment had low credit risk at the DIA, then the Group has assumed that the credit risk on the asset had not increased significantly since its initial recognition.

1. HKFRS 15 - Revenue from Contracts with Customers
   HKFRS 15 supersedes HKAS 11 Construction Contracts, HKAS 18 Revenue and related interpretations. HKFRS 15 has established a five-steps model to account for revenue arising from contracts with customers. Under HKFRS 15, revenue is recognised at the amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.
   The Group has adopted HKFRS 15 using the cumulative effect method without practical expedients. The Group has recognised the cumulative effect of initially applying HKFRS 15 as an adjustment to the opening balance of retained earnings at the date of initial application (that is, 1 July 2018). As a result, the financial information presented for 2018 has not been restated.
   The Group has applied the following accounting policy for revenue recognition in the preparation of these consolidated financial statements:
   The Group recognises revenue from contracts with customers based on a five-step model as set out in HKFRS 15:
   Step 1: Identify contract(s) with a customer: A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations.
   Step 2: Identify performance obligations in the contract: A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer.
   Step 3: Determine the transaction price: The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.

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Step 4: Allocate the transaction price to the performance obligations in the contract. For a contract that has more than one performance obligation, the Group allocates the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Group expects to be entitled in exchange for satisfying each performance obligation.

Step 5: Recognise revenue when (or as) the Group satisfies a performance obligation.

The Group has reviewed the impact of HKFRS 15 and considered that HKFRS 15 has no significant financial effect on the timing and amounts of revenue recognised in the consolidated financial information.

1. 1. Amendments to HKFRS 15 - Revenue from Contracts with Customers (Clarifications to HKFRS 15)
      The amendments to HKFRS 15 included clarifications on identification of performance obligations; application of principal versus agent; licenses of intellectual property; and transition requirements.
      The adoption of these amendments has no impact on these financial statements as the Group had not previously adopted HKFRS 15 and took up the clarifications in this, its first year.
2. New/revised HKFRSs that have been issued but are not yet effective
   The following new/revised HKFRSs, potentially relevant to the Group's financial statements, have been issued, but are not yet effective and have not been early adopted by the Group. The Group's current intention is to apply these changes on the date they become effective.

Annual Improvements to	Amendments to: HKFRS 3 Business Combinations;
HKFRSs 2015-2017 Cycle	HKFRS 11 Joint Arrangements; HKAS 12
	Income Taxes; and HKAS 23 Borrowing Costs1
HKFRS 16	Leases1
Amendments to HKFRS 9	Prepayment features with negative compensation1
HK(IFRIC)-Int 23	Uncertainty over Income Tax Treatments1
HKFRS 17	Insurance Contracts2
Amendments to HKFRS 10 and HKAS 28	Sale or Contribution of Assets between an Investor
	and its Associate or Joint Venture3
Amendments to HKFRS 3	Definition of a business4
Amendments to HKAS 19	Plan Amendment, Curtailment or Settlement1
Amendments to HKAS 28	Long-term Interests in Associates and Joint Ventures1
Amendments to HKAS 1 and HKAS 8	Definition of Material5

1

2

3

4

5

Effective for annual periods beginning on or after 1 January 2019 Effective for annual periods beginning on or after 1 January 2021

The amendments were originally intended to be effective for periods beginning on or after 1 January 2016. The effective date has now been deferred/removed. Early application of the amendments continue to be permitted.

Effective for business combination for which the acquisition date is on or after the beginning of the first annual period beginning on or after 1 January 2020

Effective for annual periods beginning on or after 1 January 2020

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Those new/revised HKFRSs that might have material impact on the Group's financial statements are set out below:

HKFRS 16 - Leases

HKFRS 16, which upon the effective date will supersede HKAS 17 Leases and related interpretations, introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Specifically, under HKFRS 16, a lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. Accordingly, a lessee should recognise depreciation of the right-of-use asset and interest on the lease liability, and also classifies cash repayments of the lease liability into a principal portion and an interest portion and presents them in the statement of cash flows. Also, the right-of-use asset and the lease liability are initially measured on a present value basis. The measurement includes non- cancellable lease payments and also includes payments to be made in optional periods if the lessee is reasonably certain to exercise an option to extend the lease, or to exercise an option to terminate the lease. This accounting treatment is significantly different from the lessee accounting for leases that are classified as operating leases under the predecessor standard, HKAS 17.

In respect of the lessor accounting, HKFRS 16 substantially carries forward the lessor accounting requirements in HKAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently.

HKFRS 16 will primarily affect the Group's accounting as a lessee of leases for a number of properties which are currently classified as operating leases. The application of the new accounting model is expected to lead to an increase in both assets and liabilities and to impact on the timing of the expense recognition in the statement of profit or loss over the period of the lease. At 30 June 2019, the Group's future minimum lease payments under non-cancellable operating leases amounted to HK$67,030,000 for properties under operating leases, of which HK$57,746,000 is payable after 1 year after the reporting date. Some of these amounts may therefore need to be recognised as lease liabilities, with corresponding right-of-use assets, once HKFRS 16 is adopted. The Group will need to perform a more detailed analysis to determine the amounts of new assets and liabilities arising from operating lease commitments on adoption of HKFRS 16, after taking into account the applicability of the practical expedient and adjusting for any leases entered into or terminated between now and the adoption of HKFRS 16 and the effects of discounting.

Amendments to HKFRS 9 - Prepayment Features with Negative Compensation

The amendments clarify that prepayable financial assets with negative compensation can be measured at amortised cost or at fair value through other comprehensive income if specified conditions are met

- instead of at fair value through profit or loss.

HK(IFRIC)-Int 23 - Uncertainty over Income Tax Treatments

The Interpretation supports the requirements of HKAS 12, Income Taxes, by providing guidance over how to reflect the effects of uncertainty in accounting for income taxes.

Under the Interpretation, the entity shall determine whether to consider each uncertain tax treatment separately or together based on which approach better predicts the resolution of the uncertainty. The entity shall also assume the tax authority will examine amounts that it has a right to examine and have full knowledge of all related information when making those examinations. If the entity determines it is probable that the tax authority will accept an uncertain tax treatment, then the entity should measure current and deferred tax in line with its tax filings. If the entity determines it is not probable, then the uncertainty in the determination of tax is reflected using either the "most likely amount" or the "expected value" approach, whichever better predicts the resolution of the uncertainty.

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Amendments to HKFRS 10 and HKAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

The amendments clarify the extent of gains or losses to be recognised when an entity sells or contributes assets to its associate or joint venture. When the transaction involves a business the gain or loss is recognised in full, conversely when the transaction involves assets that do not constitute a business the gain or loss is recognised only to the extent of the unrelated investors' interests in the joint venture or associate.

The Group has already commenced an assessment of the impact of adopting the above standards and amendments to existing standards to the Group. Except as described above, the directors of the Company anticipate that the application of other new and amendments to HKFRSs and an interpretation will have no material impact on the Group's financial performance and positions and/or the disclosures to the financial statements of the Group.

3. TURNOVER

Turnover represents the aggregate of amounts received and receivable from third parties, less returns and allowance and is analysed as follows:

	2019		2018
	HK$'000	HK$'000
Loan interest income	84,614	110,523
Leasing services income	51	-
	84,665		110,523

4. SEGMENT REPORTING Reportable segments

The Group determines its operating segments based on the reports reviewed by the chief operating decision- maker that are used to make strategic decisions. The chief operating decision-maker ("CODM") has been identified as the Executive Directors of the Company.

An operating segment is a component of the Group that is engaged in business activities from which the Group may earn revenue and incur expenses, and is identified on the basis of the internal management reporting information that is provided to and regularly reviewed by the Group's directors in order to allocate resources and assess performance of the segment.

For the year ended 30 June 2018, the Executive Directors have determined that the Group had two reportable segments - "Financial Services", "Investment Portfolio". The financial services segment, mainly the money lending business in Hong Kong and the loan financing business in the People's Republic of China (the "PRC"), continues to generate interest incomes from those business. The investment portfolio segment has been expanding includes but not limited to debt investments, equity investments and acquisition of companies. Following the start of operation of the optical fibre leasing services business in Myanmar, the CODM changed the internal reporting structure and added "Leasing Services" as a new reporting segment to strengthen the Group's business structure strategy. Therefore, the Group has three reporting segments for the year ended 30 June 2019. The leasing services segment mainly related to provision of optical fibre leasing service for private companies and telecommunication companies in Myanmar.

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Segment information about these reportable segments is presented below:

		Financial		Investment	Leasing
For the year ended 30 June 2019			services				portfolio	services	Consolidated
		HK$'000				HK$'000	HK$'000		HK$'000
Turnover - external			84,614					-	51		84,665
Segment results			79,033					6,777					(14,033)		71,777
Other revenue																		560
Other net losses																		(1,077)
Other corporate expenses																		(18,729)
Profit for the year																		52,531
	Financial		Investment		Leasing
At 30 June 2019	services		portfolio		services	Unallocated	Consolidated
	HK$'000		HK$'000		HK$'000	HK$'000		HK$'000
ASSETS
Property, plant and equipment	1,115					-	62,212			71		63,398
Intangible assets	6,078					-	53,067				-	59,145
Goodwill		-					-	15,566				-	15,566
Loans receivable	1,225,291					-				-		-	1,225,291
Interest in a joint venture		-					-	29,419				-	29,419
Financial assets at fair value
through profit or loss		-	70,866					-		-	70,866
Financial assets at fair value through
other comprehensive income		-	160,886					-		-	160,886
Other receivables, deposits and
prepayments	113,774				6,748		2,672			53		123,247
Bank balances and cash	1,162,633	22,016		441			7,721		1,192,811
Deferred tax assets	7,093				1					-		-	7,094
Consolidated total assets	2,515,984	260,517		163,377	7,845		2,947,723
LIABILITIES
Other payables, accruals and
deposits received	15,957				917		31,182	1,968		50,024
Provision for taxation	59,430					-				-	29,294		88,724
Deferred tax liabilities	1,519					-	13,150				-	14,669
Consolidated total liabilities	76,906				917		44,332	31,262		153,417

- 15 -

Other information	Financial	Investment	Leasing
For the year ended 30 June 2019	services	portfolio	services		Unallocated	Consolidated
		HK$'000	HK$'000	HK$'000		HK$'000	HK$'000
Depreciation of property,
	plant and equipment	(164)				-	(4,360)	(30)	(4,554)
Amortisation of intangible assets	(1,106)				-	(4,829)			-	(5,935)
Loss on disposal of loans receivable		-			(6,590)					-				-	(6,590)
Written off of other receivables		-			(7,474)					-				-	(7,474)
Net loss on financial assets at
fair value through profit or loss		-			(241)					-				-	(241)
Additions of non-current assets
(other than financial assets)		-				-	24		35		59
							Financial	Investment
For the year ended 30 June 2018						services		portfolio	Consolidated
							HK$'000		HK$'000	HK$'000
Turnover - external					110,523					-	110,523
Segment results							86,049						(8,950)				77,099
Other revenue																		1,375
Other net gains																		1,975
Other corporate expenses																		(16,564)
Profit for the year																		63,885
			Financial		Investment
At 30 June 2018			services			portfolio		Unallocated	Consolidated
			HK$'000			HK$'000		HK$'000	HK$'000
ASSETS
Property, plant and equipment			1,282			66,868			65			68,215
Intangible assets			7,184			58,170				-	65,354
Goodwill				-			15,646				-	15,646
Loans receivable	1,127,684				-			-	1,127,684
Interest in a joint venture				-			32,544				-	32,544
Available-for-sale financial asset				-			71,489				-	71,489
Other receivables, deposits and
	prepayments			2,387			7,971			461			10,819
Bank balances and cash	1,351,999			3,277			114,383			1,469,659
Non-current assets held for sale			228,312				-			-	228,312
Consolidated total assets	2,718,848			255,965					114,909			3,089,722
LIABILITIES
Other payables, accruals and deposits
	received			14,874			31,351					2,848			49,073
Provision for taxation			55,344				-		29,295			84,639
Deferred tax liabilities			1,796			14,357				-	16,153
Consolidated total liabilities			72,014			45,708					32,143			149,865

- 16 -

Other information	Financial	Investment
For the year ended 30 June 2018	services	portfolio	Unallocated	Consolidated
	HK$'000	HK$'000	HK$'000	HK$'000
Depreciation of property, plant and
equipment	(165)	(4,329)	(28)	(4,522)
Amortisation of intangible assets	(1,107)	(4,774)	-	(5,881)
Loss on disposal of loans receivable	(127)	-	-	(127)
Net gain on convertible notes at fair value
through profit or loss	-	4,565	-	4,565
Gain on disposal of financial assets at
fair value through profit or loss	-	3,917	-	3,917
Additions of non-current assets
(other than financial assets)	-	933	-	933

Geographical information

The Group determines the geographical location of non-current assets (other than financial instruments) and revenue by the location of the assets and customers/payees respectively.

The following tables present the geographical locations of the Group's revenue and non-current assets (other than financial instruments):

	2019	2018
	HK$'000	HK$'000
Revenue from external customers
Hong Kong	1,973	3,888
The PRC	82,641	106,635
Myanmar	51	-
	84,665		110,523
	2019		2018
	HK$'000	HK$'000
Non-current assets (other than financial instruments)
Hong Kong	1,123	1,258
The PRC	13,235	7,273
Myanmar	160,264	173,228
	174,622		181,759

- 17 -

Information about major customers

Revenue from the Group's major customers representing 10% or more of the Group's revenue is derived from financial services segment as listed below:

	2019		2018
	HK$'000	HK$'000
Customer A	30,837		32,264
Customer B	24,141		25,258
Customer C	-	20,165
Customer D	18,766		19,635
	73,744		97,322
5. OTHER REVENUE AND OTHER NET (LOSSES)/GAINS
	2019		2018
	HK$'000	HK$'000
Other revenue
Interest income from convertible notes	3,566		2,323
Bank interest income	17,032		16,764
Interest income from quoted debt investments	14,597		-
Government subsidies	2,010		4,807
Others	306		100
	37,511		23,994
Other net (losses)/gains
Net (losses)/gains on financial assets at fair value through profit or loss	(241)	4,565
Written off of other receivables (note)	(7,474)	-
Losses on disposal of loans receivable (note)	(6,590)	(127)
Gain on disposal of financial assets at fair value through profit or loss	-	3,917
Net foreign exchange (losses)/gains	(2,011)	3,609
Gain on disposal of non-current asset held for sales (note 10)	419		-
	(15,897)	11,964
Other revenue and other net gains	21,614		35,958
Note:

As at 30 June 2018, the Company had loans receivable from Mr. Chen Shimin ("CSM"), the 40% interest minority shareholder of Golden 11 Investment International PTE Ltd ("G11", and its subsidiaries collectively known as "G11 Sub-group"), with principal and interest of USD7,652,545. The loans receivable was scheduled to be paid on September 2018.

- 18 -

On 31 January 2019, CSM and the Company's wholly-owned subsidiary, Golden Wayford Limited ("GWL") entered into a deed of settlement ("Deed of Settlement"), pursuant to the Deed of Settlement, in consideration of the full and final settlement of the CSM Loan in an aggregate sum of principal USD6,272,000 and interest USD1,634,153 indebted to GWL by CSM, CSM, amongst others, agreed to:

1. transfer 872,224 ordinary shares (the "Transfer Shares") of G11 to GWL, as the full and final settlement of the outstanding sum (the "Outstanding Sum"), being principle USD6,272,000 and interest USD1,634,153, under the CSM Loan. The transfer shares represent 40% interest in G11 Sub- group.
2. CSM shall be removed from any titles or positions of the G11 Sub-group.

The transaction should be accounted for as a derecognition of financial assets in accordance with HKFRS 9. The difference between the carrying amount of financial asset disposed, ie. the principal and interest receivables of USD7,906,153 and the fair value of consideration received, ie. the fair value of 40% interest in G11 Sub-group of USD7,109,000. The fair value of Transfer Shares has been determined with references to the valuation performed by an independent firm of professionally qualified valuers. As a result, a loss on disposal of loans receivable of HK$6,590,000 has been recognised in 'Other net (losses)/gains' in the consolidated statement of comprehensive income for the year ended 30 June 2019.

Included in other receivables, deposits and prepayment as at 31 January 2019 was an amount of HK$7,474,000 due from CSM, which was unsecured, interest free and repayable on demand. Following the above transaction, the management is of the opinion that this amount is irrecoverable, hence a loss on written off of other receivables is has been recognised in 'Other net (losses)/gains' in the consolidated statement of comprehensive income for the year ended 30 June 2019.

6. PROFIT BEFORE TAXATION
	2019		2018
	HK$'000	HK$'000
Profit before taxation has been arrived at after charging/(crediting):
Directors' emoluments	3,400		3,400
Staff costs (excluding directors' emoluments):
Salaries and allowances	12,391		14,309
Retirement benefits scheme contributions	339		228
Total staff costs	16,130		17,937
Auditor's remuneration:
- Provision for current year	1,386		1,155
- Under-provision in prior year	55		110
Depreciation of property, plant and equipment	4,554		4,522
Amortisation of intangible assets (included in administrative expenses)	5,935		5,881
Reversal of provision for impairment allowance of loans receivable	(34,349)	-
Provision for impairment allowance of other receivables	6,910		-
Consultancy fees	629		1,132
Legal and professional fees	1,699		1,617

- 19 -

7. TAXATION

The amount of tax recognised in the consolidated statement of comprehensive income represents:

	2019		2018
	HK$'000	HK$'000
Current tax
Hong Kong Profits Tax for the year	-	-
PRC Income Tax for the year	22,676	28,821
Overseas Income Tax for the year	-	-
	22,676		28,821
Deferred tax credit	4,502	(1,470)
Income tax expense	27,178		27,351

Hong Kong Profits Tax is calculated at 8.25% on the first HK$2 million of the estimated assessable profits and 16.5% on the estimated assessable profits above HK$2 million (2018: at a flat rate of 16.5%) for the year ended 30 June 2019. No provision for taxation in Hong Kong was made in the financial statements for the current period as the Group's operations in Hong Kong had no assessable profits.

The Group's subsidiaries in the PRC are subject to corporate income tax with tax rates of 25% for the year ended 30 June 2019 (2018: 25%).

The Group's subsidiaries in the Myanmar are subject to the corporate tax rate of 25% for both years. No provision for taxation was made in the financial statements for the current period as the Group's operations in the Myanmar had no assessable profits.

8. EARNINGS PER SHARE

The basic and diluted earnings per share attributable to the owners of the Company are calculated as follows:

	2019		2018
	HK$'000	HK$'000
Profit for the year
Profit for the purpose of basic and diluted earnings per share	54,120		74,365
	2019		2018
	'000	'000
Number of shares
Weighted average number of ordinary shares for the purposes of
basic and diluted earnings per share	7,089,082		7,124,160

- 20 -

		2019		2018
		HK Cents	HK Cents
Earnings per share
	- Basic	0.76	1.04
	- Diluted	0.76		1.04

Dilutive earnings per share is the same as the basic earnings per share because the Group had no dilutive potential ordinary shares during the years ended 30 June 2019 and 2018.

9. OTHER FINANCIAL ASSETS
	2019		2018
	HK$'000	HK$'000
Non-current portion
Available-for-sale financial asset
Unlisted convertible promissory note with fixed interest
(denominated in USD) (Note (a))	-	67,183
Unlisted equity securities outside Hong Kong (Note (b))	-	4,306
Financial assets at fair value through profit or loss
Unlisted equity securities outside Hong Kong (Note (b))	4,306	-
Financial assets at fair value through other comprehensive income
Quoted debt investments (denominated in USD) (Note (c))	160,886	-
	165,192		71,489
Current portion
Financial assets at fair value through profit or loss
Unlisted convertible promissory note with fixed interest
(denominated in USD) (Note (a))	66,560		-

1. The Group has entered into an agreement of an amended and restated Note with Airspan on 28 November 2017. The principal amount of the Note is USD9,000,000 with fixed interest rate 5% and mature on date of 30 June 2020. The Note entitles the Group to convert the principal and accrued interest into shares of the issuer (the "Option") at certain conversion prices depending on various circumstances upon the conditions of conversion have been fulfilled (i) at the next equity financing date as defined in the terms and conditions of the Note, or (ii) at the option of the Group prior to 30 June 2020. The Group has no intention to convert the principal amount and accrued interest of the Note into equity of Airspan, but since the contractual cashflow are not solely payments of principal and interest on the principal amount outstanding, the directors classified the investment as financial assets at FVTPL according to HKFRS 9 (2018: it is classified as available for sales financial asset at FVOCI).
2. The Company holds 10% of Metro Leader Limited after the completion of disposal on 17 November 2016. It is classified as available-for-sale investments as the Group does not have the power to control or significant influence on the investee. The directors classified the investment as financial assets at FVTPL according to HKFRS 9 (2018: it was classified as available for sale financial asset at cost).

- 21 -

1. As further detailed in the announcement dated 24 August 2018, a wholly-owned subsidiary of the
   Company, placed an order to subscribe for the 11% Senior Notes in the principal amount of USD20,000,000 issued by Redco Properties Group Limited (力高地產集團有限公司) ("11% Senior Notes"). The 11% Senior Notes bear interest from and including the date of issue on 23 August 2018 at the rate of 11.0% per annum, payable semiannually in arrears, and will mature on 29 August 2020. The directors classified the investment as financial assets at FVOCI.

10. NON-CURRENT ASSETS HELD FOR SALE

Pursuant to a sales and lease back agreement between the subsidiary, Shanghai Yongsheng and Zhenjiang Rongde New Energy Technology Co., Ltd. ("Zhenjiang Rongde") (the "Zhenjiang Rongde Agreement"), Shanghai Yongsheng made an advance of RMB800 million to Zhenjiang Rongde in respect of certain assets owned by Zhenjiang Rongde. The remaining principal and accrued interest of approximately RMB192,743,000 had been overdue for 12 months as at 29 June 2018. The director considered that it would be more cost effective and efficient to take possession of, and realise the assets under the Agreement (which comprise various machinery and equipment) (the "Assets"). Therefore, Shanghai Yongsheng issued a notice to Zhenjiang Rongde on 29 June 2018 to exercise its rights under the Zhenjiang Rongde Agreement to take possession of the Assets and terminate the Agreement.

The Assets are located in the PRC with a fair value of RMB192,636,000 (approximately HK$228,312,000) had been classified as non-current assets held for sale as at 29 June 2018. The management determined the fair value with reference to the valuation prepared by an independent valuer not connected to the Group. As the nature of the Assets could not be valued on the basis of market value, the fair value was determined by the depreciated replacement cost approach. The depreciated replacement cost approach considers the cost to replace in new condition the Assets appraised in accordance with current cost of similar assets in the locality, with allowance for accrued depreciation as evidenced by observed condition or obsolescence present, whether arising from physical, functional or economic causes. The depreciated replacement cost has considered depreciation factor for physical obsolescence, market discount rate for economic (external) obsolescence and transaction cost on disposal. All the above was considered in the calculation of fair value of the Assets. The depreciated replacement cost approach generally furnishes the most reliable indication of value for the property in the absence of a known market based on comparable sales.

As the Group had taken possession of assets with a fair value of approximately RMB192,636,000 (approximately HK$228,312,000) to offset the outstanding principal and accrued interest of approximately RMB192,743,000 (equivalent to approximately HK$228,439,000) on 29 June 2018, a loss of RMB107,000 (equivalent to approximately HK$127,000) was recognised in 'Other net (losses)/gains' in the consolidated statement of comprehensive income for the year ended 30 June 2018 as detailed in Note 5.

During the year, the Assets were bought back by Zhenjiang Rongde at a consideration of RMB193,000,000 (approximately HK$219,306,000). Pursuant to a sales agreement between the subsidiary, Shanghai Yongsheng and Zhenjiang Rongde, Zhenjiang Rongde has to make half of the payment of RMB96.5 million to Shanghai Yongsheng before 28 June 2019 and remaining half (included into other receivables at year end) within 180 days in respect of acquisition of the Assets. A gain on disposal of asset held for sales of RMB364,000 (equivalent to approximately HK$419,000) has been recognised in 'Other net (losses)/gains' in the consolidated statement of comprehensive income for the year ended 30 June 2019.

- 22 -

11. LOANS RECEIVABLE
	2019		2018
	HK$'000	HK$'000
Loans receivable	1,221,464	1,093,020
Loans receivable under sale and leaseback agreements	24,185	34,664
Gross loans receivable	1,245,649		1,127,684
Less: Impairment allowances	(20,358)	-
	1,225,291		1,127,684
Less: current portion included under current assets	(1,021,183)	(55,453)
Amount due after one year	204,108		1,072,231

The carrying amounts of the Group's loans receivable are mainly denominated in the respective functional currencies of the group entities. The loans receivable under sale and leaseback arrangements which in substance do not involve a lease and represent loans made to borrowers/lessees secured on the underlying assets.

An analysis of changes in the gross amount of advances and receivables are set out below:

	Stage 1	Stage 2	Total
	HK$'000	HK$'000	HK$'000
At 1 July 2018	1,067,614	60,070	1,127,684
Net addition in advances and receivables	225,034	(60,070)	164,964
Exchange realignment	(46,999)	-	(46,999)
At 30 June 2019	1,245,649		-	1,245,649

Movement in the loss allowances account in respect of loans receivable during the year is as follows:

	HK$'000
Loss allowance as at 30 June 2018 under HKAS 39	-
Impact of initial application of HKFRS 9 (Note 2(a)C)	56,325
Loss allowance as at 1 July 2018 under HKFRS 9
56,325
Reversal of impairment loss recognised during the year	(34,349)
Exchange realignment	(1,618)
Loss allowance as at 30 June 2019 under HKFRS 9
20,358

- 23 -

MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS REVIEW

The principal businesses of the Group include (i) the provision of financial services; (ii) the provision of optical fibre leasing services; and (iii) investment holding.

Provision of financial services

In Hong Kong, the Group is conducting its money lending business through Golden Wayford Limited, a wholly-owned subsidiary of the Company, which was granted a money lenders licence by the licensing court in Hong Kong pursuant to the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong). The Group is also carrying on the financial leasing business, commercial factoring business and general loan financing activities in the PRC through an indirect wholly-owned PRC subsidiary located at the Shanghai Pilot Free Trade Zone.

The financial services segment has continued to generate interest incomes from loan financing during the year and has accounted for majority of the Group's turnover for the year ended 30 June 2019 (the "Year"). The segment is the core income sources of the Group's profit and also one of the main business of the Group in the long run.

Provision of optical fibre leasing services

The Group's segment of provision of optical fibre leasing services inclusive of ancillary rental services of telecommunication facilities is represented by its sub-group of Golden 11 Investment International PTE Ltd. ("Golden 11"), which holds a license granted by the Posts and Telecommunications Department of Myanmar which allows the construction of business infrastructure for optical fibre network, base stations, towers and telecom network at Myanmar along the railway line in Yangon. Leasing income will be generated from the infrastructure projects with major target customers being the mobile network operators in Myanmar. This segment is a strategic asset of the Group which can help to diversify our revenue sources and capture the growth of the telecom market in Myanmar. We have been continuing to recruit more staff to enlarge our sales team, operations as well as outsourcing contractors to support the growth of this segment. This segment has generated revenue of approximately HK$51,000 during the Year. With our construction of optical fibre circuit along the Yangon rail line and roll out of more sites for base stations, towers and augmented backhaul optical fibre leasing income, these facilities are expected to be substantially completed in the year of 2020 and the Group expects, it will contribute more revenue to the Group in the future.

Investment holding

The Group's investment portfolio segment comprised of the following financial instrument investments:

1. The Group held investment in convertible note issued by Airspan Network Inc. ("Airspan") with fair value of approximately HK$66,560,000, representing approximately 2.2% of the Group total assets as at 30 June 2019.

- 24 -

1. The Group also held investment in 11% Senior Notes of Redco Properties Group Limited with fair value of approximately HK$160,886,000, representing approximately 5.5% of the Group's total assets as at 30 June 2019.

In total, these investments represent approximately 7.7% of the Group's total assets as at 30 June 2019. Please refer to Note 9 to the consolidated financial statements for details.

The Group intends to continue deploying its strategy to maintain its investment portfolios and seek other potential investments to diversify its investment portfolios in order to broaden the income source of the Group.

FINANCIAL REVIEW

For the year ended 30 June 2019, the turnover of the Group decreased by approximately HK$25,858,000 to approximately HK$84,665,000 (2018: approximately HK$110,523,000). For the Year, the Group has recorded a profit before taxation of approximately HK$79,709,000 (2018: approximately HK$91,236,000) and a net profit of approximately HK$52,531,000 (2018: approximately HK$63,885,000).

The financial result for the Year was mainly driven by the combined impacts of:

1. The turnover of the Group decreased by approximately HK$25,858,000 to approximately HK$84,665,000 (2018: approximately HK$110,523,000), representing a decrease of approximately 23.4%. The decline was primarily caused by change of interest rate upon the extension of certain finance leases and loans in 2017 carried over into 2018 and the decrease in outstanding loan principal during the Year as a result that certain loans were repaid by the debtors. As of 30 June 2019, loans receivable of approximately HK$1,225,291,000 (2018: approximately HK$1,127,684,000) of the Group were outstanding, outstanding balance at 30 June 2019 was higher than that of 30 June 2018 mainly due to a new loan happened in June 2019. The Group's finance lease and loan portfolio average interest rate was approximately 7.6% (2018: approximately 8.1%);
2. Decrease in other revenue and other net (losses)/gains by approximately HK$14,344,000 or 39.9% to approximately HK$21,614,000 (2018: approximately HK$35,958,000) mainly due to the combined impact of interest income earned from quoted debt investments of approximately HK$14,597,000 (2018: nil); net loss on financial assets at fair value through profit or loss of approximately HK$241,000 (2018: Net gains of approximately HK$4,565,000); loss on written off of other receivables of approximately HK$7,474,000 (2018: nil); loss on disposal of loans receivable of approximately HK$6,590,000 (2018: approximately HK$127,000); and the gain on disposal of other financial assets of nil (2018: gain of approximately HK$3,917,000); and

- 25 -

1. The general and administrative expenses for the Year of approximately HK$23,595,000 represents an approximately 55.0% or approximately HK$28,810,000 decrease as compared with last year of approximately HK$52,405,000. The decrease in general and administrative expense was mainly due to the decrease in credit risk of receivables leading to reversal of provision of impairment for receivables recognised pursuant to new accounting standards coming into effect during the Year of approximately HK$34,349,000 (2018: nil); and provision for impairment allowance of other receivables made of approximately HK$6,910,000 (2018: nil).

The financial performance for the year ended 30 June 2019 is the result of the Group's disciplined cost control and success in capturing the opportunity to deliver a long-term stable return for the shareholders.

PROSPECT

Loan financing remains as the Group's core operations. Trade war continued escalation, growing debt bubble and possible forthcoming quantitative easing in Europe and United States, etc., all these market factors increase the demand from corporates for long term money lending. The Group has implemented a strict and cautious approach for selection of loan financing customers to minimize the potential default risk. It is expected that there still has a stable revenue generated from loan financing services in the coming year. As a protective measure for our loans receivable, our strategy is to weather our assets from the possible financial storm stemming from trade war, micro and macro economic factors through diversification. We are actively seeking to broaden and diversify our loan financing portfolio and customer base with smaller size lending contracts and/or industry focus lending, which we believe that it will help to mitigate the risk of over reliance on any customer, as well as increasing the income sources of the Group. Besides, along with the Mainland China's "One Belt, One Road" economic development strategy, we have increased our Golden 11 investment in Myanmar from 51% to 91% during the Year. Given the anticipation to generate turnover from the continuing construction of optical fibre in the Yangon city area of Myanmar in the coming fiscal year, a separate segment is shown for our Myanmar operations to reflect our revenue strategy. We believe that this segment will create further positive value to the shareholders and the stakeholders of the Company in near future.

We are proactively exploring further potential investment opportunities in other industries that have long term revenue flow in order to broaden the source of revenue and diversify business risk of the Group, which are in the best interest of shareholders of the Company.

- 26 -

USE OF PROCEEDS AND UPDATES

The net proceeds received by the Company in May 2015 from the completion of the subscription agreement dated 29 January 2015 between the Company and Tiancheng International Holdings Investment Limited (the details of which were set out in the circular (the "Circular") of the Company dated 12 March 2015). The net proceeds were intended to be applied in accordance with the proposed application as set out in pages 16 and 17 of the Circular. The actual proceeds received amounted to approximately HK$2,464.8 million and were intended to apply as follows:

1. approximately HK$1,847.1 million for the loan/lease financing activities of the Group within the financial services segment;
2. approximately HK$39 million for investment in the online bank business in form of joint venture;
3. approximately HK$78 million for investment in Golden 11 and loans to shareholders of Golden 11;
4. approximately HK$500.7 million for the purposes of further development of Golden 11 and fulfilling the capital contribution commitment of approximately HK$38 million of Golden 11, future investment opportunities in the clean energy, internet banking (non- greenfield stage), biopharmaceutical, financial investment, bulk commodities, cultural industries or other major sectors.

The actual use of the net proceeds from the subscription agreement up to 30 June 2019 has been utilized in the following manner:

1. used as intended;
2. used as intended;
3. used as intended;
4. approximately HK$59 million was used for fulfilling the capital contribution commitment of Golden 11 Sub-group and working capital needs up to 30 June 2018; an additional working capital of approximately HK$7 million has been provided to Golden 11 for business development for the year ended 30 June 2019; and the remaining balance yet to be utilised and is placed in licensed banks.

LIQUIDITY AND FINANCIAL RESOURCES

The Group maintains its strong financial position with cash and cash equivalents of approximately HK$1,192,811,000 (2018: approximately HK$1,469,569,000).

- 27 -

As at 30 June 2019, the Group had net current assets of approximately HK$2,265,053,000 (2018: approximately HK $ 1,402,219,000) . The total equity was approximately HK$2,794,306,000 (2018: approximately HK$2,939,857,000). The Group had no borrowings (30 June 2018: no borrowings) and gearing ratio was zero as at 30 June 2019 and 2018. Gearing ratio is calculated as net debt divided by total capital.

CAPITAL STRUCTURE

The capital of the Company only comprises ordinary shares. During July and August 2018, the Company purchased and cancelled total 10,550,000 ordinary shares of the Company on- market. The buy-back payment was paid wholly out of the company's retained profit. Consequently, HK$1,055,000 share capital and HK$1,035,000 share premium was deducted for the ordinary shares bought back and cancelled. The number of ordinary shares outstanding decreased from 7,104,503,998 shares to 7,098,773,998 shares upon cancellation of shares repurchased in the prior year, then from 7,098,773,998 shares as at 30 June 2018 to 7,088,223,998 shares at end of current year. The shares were acquired during the Year at an average price of HK$0.198 per share, with prices ranging from HK$0.185 to HK$0.220. The total amount of approximately HK$2,090,000 paid to acquire the shares has been deducted from shareholders' equity.

CONTINGENT LIABILITIES

As at 30 June 2019, the Group did not have any significant contingent liabilities.

DIVIDEND

The Directors do not recommend the payment of a dividend for the year ended 30 June 2019 (2018: nil).

EMPLOYMENT AND REMUNERATION POLICIES

As at 30 June 2019, the Group employed approximately 33 employees. The remuneration committee of the board of Directors and the Directors reviewed remuneration policies regularly. The structure of the remuneration packages would take into account the level and composition of pay and the general market conditions in the respective countries and businesses.

- 28 -

PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES

During the Year, a wholly-owned subsidiary of the Company, Jet United Investments Limited ("Jet United") repurchased a total of 10,550,000 shares of the Company on the Stock Exchange at an aggregate consideration (excluding expenses) of approximately HK$2,089,330. Further details are set out as follows:

	Number of	Highest	Lowest		Purchase
	ordinary	purchase	purchase	consideration
	shares	price per	price per		(excluding
Month of repurchase	repurchased	share	share		expenses)
		HK$	HK$		HK$
July 2018	6,480,000	0.220	0.192	1,326,360
August 2018	4,070,000	0.188	0.185	762,970
	10,550,000			2,089,330

All the shares repurchased were cancelled on 27 August 2018. Shares repurchased by Jet United in the Year were carried out pursuant to the general mandate to repurchase shares granted by the shareholders of the Company at the annual general meeting held on 28 November 2017 and were made in the interest of the Company and the shareholders of the Company as a whole. Save as disclosed above, neither the Company nor any of its subsidiaries purchased, redeemed or sold any of the Company's listed securities during the year ended 30 June 2019.

SHARE OPTION SCHEME

At the annual general meeting held on 28 November 2017, an ordinary resolution regarding the termination of the old share option scheme and the adoption of new share option scheme (the "New Scheme") for the primary purpose of enabling the Company to grants options to the eligible participants in recognition of their contribution of the Company was passed. Under the terms of the New Scheme, the board of Directors may, at their discretion, grant options to the participants who fall within the definition prescribed in the New Scheme including the employees and Executive Directors of the Company or its subsidiaries to subscribe for shares in the Company at a price shall be at least the highest of (i) the closing price of the shares of the Company as stated in the Stock Exchange's daily quotations sheet on the date on which an option is granted; (ii) the average closing price of the shares of the Company as stated the Stock Exchange's daily quotations sheets for the five consecutive trading days immediately preceding the date on which an option is granted; and (iii) the nominal value of a share. The number of shares in respect of which options may be granted must not in aggregate exceed 10% of the issued shares capital of the Company at the time of approving the New Scheme, without prior approval from the Company's shareholders.

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Options granted to substantial shareholders or Independent Non-executive Directors in excess of 0.1% of the Company's share capital and with a value in excess of HK$5,000,000 must be approved in advance by the Company's shareholders. Options granted under the New Scheme will entitle the holder to subscribe for shares of the Company from the date of grant up to ten years from the date of grant. A nominal consideration of HK$1 is payable on acceptance of the grant of an option. Further details are set out in the Company's circular dated 19 October 2017.

There were no share options outstanding at 30 June 2019, and no share options were granted during the year ended 30 June 2019.

ADVANCES TO ENTITIES AND CONNECTED TRANSACTIONS

All definition of the Agreement(s) under this heading follow the same definitions as in the "Corporate Governance Report" in the annual report 2016.

Pursuant to Rule 13.13 of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), a general disclosure obligation arises where an advance to an entity from the Group exceeds 8% of the total assets of the Group. Pursuant to Rule 13.13 of the Listing Rules, details of advances as defined under Rule 13.15 of the Listing Rules which remained outstanding as at 30 June 2019 were as follow:

The Shanghai Wealth Supplemental Agreements

On 30 December 2016, Shanghai Yongsheng entered into the First Shanghai Wealth Supplemental Agreement and Second Shanghai Wealth Supplemental Agreement with Shanghai Wealth, pursuant to which Shanghai Yongsheng agreed to extend repayment date under the First Shanghai Wealth Loan by 39 months to 16 October 2019 and Second Shanghai Wealth Loan by 39 months to 16 December 2019.

As at 30 June 2019, the principal and the accrued interest of the First Shanghai Wealth Loan and the Second Shanghai Wealth Loan which remains outstanding is RMB24,190,000 and RMB251,934,000, respectively.

The First Shanghai Wealth Supplemental Agreement

Date:	30 December 2016
Parties:	Shanghai Yongsheng, as the lender
	Shanghai Wealth, as the borrower
	To the Directors' knowledge, information and belief and having
	made all reasonable enquiry, Shanghai Wealth and its ultimate
	beneficial owners are not connected persons of the Company
Principal amount:	RMB24,000,000

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Term:	The repayment date is extended by 39 months to 16 October
	2019
Interest:	8% per annum with effect from 1 December 2016, payable on a
	quarterly basis
Security:	The First Shanghai Wealth Loan is secured by certain real
	estate properties owned by Shanghai Wealth (the "Shanghai
	Wealth Properties")

The Second Shanghai Wealth Supplemental Agreement

Date:	30 December 2016
Parties:	Shanghai Yongsheng, as the lender
	Shanghai Wealth, as the borrower
	To the Directors' knowledge, information and belief and having
	made all reasonable enquiry, Shanghai Wealth and its ultimate
	beneficial owners are not connected persons of the Company
Principal amount:	RMB250,000,000
Term:	The repayment date is extended by 39 months to 16 December
	2019
Interest:	8% per annum with effect from 1 December 2016, payable on a
	quarterly basis
Security:	The Second Shanghai Wealth Loan is secured by the Shanghai
	Wealth Properties

The Shanghai Renhe Investment Supplemental Agreement

On 30 December 2016, Shanghai Yongsheng entered into the Shanghai Renhe Investment Supplemental Agreement with Shanghai Renhe Investment, pursuant to which Shanghai Yongsheng agreed to extend repayment date under the Shanghai Renhe Investment Loan by 39 months to 6 December 2019.

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As at 30 June 2019, the principal and the accrued interest of the Shanghai Renhe Investment Loan which remains outstanding is RMB345,460,000.

Date:	30 December 2016
Parties:	Shanghai Yongsheng, as the lender
	Shanghai Renhe Investment, as the borrower
	To the Directors' knowledge, information and belief and having
	made all reasonable enquiry, Shanghai Renhe Investment and
	its ultimate beneficial owners are not connected persons of the
	Company
Principal amount:	RMB350,000,000
Term:	The repayment date is extended by 39 months to 6 December
	2019
Interest:	8% per annum with effect from 1 December 2016, payable on a
	quarterly basis
Security:	The Shanghai Renhe Investment Loan is unsecured

In addition, 上海錢江文化科技(集團)有限公司 (Shanghai Qian Jiang Cultural and Technology (Group) Limited*), a company held as to 10% by Shanghai Renhe Investment and 90% by an indirect holding company of Shanghai Renhe Investment agreed to provide a guarantee in respect of the Shanghai Renhe Investment Loan with effect from the date of the Shanghai Renhe Investment Supplemental Agreement.

The Shanghai Shihao Supplemental Agreement

On 30 December 2016, Shanghai Yongsheng entered into the Shanghai Shihao Supplemental Agreement with Shanghai Shihao, pursuant to which Shanghai Yongsheng agreed to extend repayment date under the Shanghai Shihao Loan by 36 months to 10 September, 13 September and 11 November 2019 respectively.

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As at 30 June 2019, the principal and the accrued interest of the Shanghai Shihao Loan which remains outstanding is RMB214,173,000.

Date:	30 December 2016
Parties:	Shanghai Yongsheng, as the lender
	Shanghai Shihao, as the borrower
	To the Directors' knowledge, information and belief and having
	made all reasonable enquiry, Shanghai Shihao and its ultimate
	beneficial owners are not connected persons of the Company.
Principal amount:	RMB220,000,000
Term:	The repayment date is extended by 36 months to 10 September,
	13 September and 11 November 2019 respectively, effective
	from 7 September 2015
Interest:	8% per annum with effect from 1 December 2016, payable on a
	quarterly basis
Security:	The Shanghai Shihao Loan is unsecured

In addition, 鎮江榮德新能源科技有限公司 (Zhenjiang Rongde New Energy Science Technology Co., Ltd.*), a wholly-owned subsidiary of Shanghai Shihao, agreed to (i) provide a guarantee in respect of the Shanghai Shihao Loan; and (ii) charge certain machinery for the production of photovoltaic solar cells and modules as new security for the previously unsecured Shanghai Shihao Loan, with effect from the date of the Shanghai Shihao Supplemental Agreements. The Board considers that the value of the security provided is sufficient to cover the principal amount of the Shanghai Shihao Loan.

Shanghai Mei Long Building Development Limited ("Shanghai Mei Long") Agreement

On 29 June 2018, Shanghai Yongsheng entered into the First Shanghai Mei Long Agreement with Shanghai Mei Long, pursuant to which Shanghai Yongsheng agreed to advance a loan to Shanghai Mei Long in the sum of RMB30,000,000 for a term of 24 months. (Note)

On 12 June 2019, Shanghai Yongsheng entered into the Second Shanghai Mei Long Agreement with Shanghai Mei Long, pursuant to which Shanghai Yongsheng agreed to advance a loan to Shanghai Mei Long in the sum of RMB150,000,000 for a term of 36 months. (Note)

As at 30 June 2019, the principal and the accrued interest of the First Shanghai Mei Long Loan and the Second Shanghai Mei Long Loan which remains outstanding are RMB29,784,000 and RMB129,894,000, respectively.

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The First Shanghai Mei Long Agreement

Date:	29 June 2018
Parties:	Shanghai Yongsheng, as the leader
	Shanghai Mei Long, as the borrower
	To the best of the Directors' knowledge, information and belief
	and having made all reasonable enquiry, Shanghai Mei Long
	and its ultimate beneficial shareholders as at the date of this
	announcement are third parties independent of the Company
	and are not connected persons of the Company.
Principal loan amount:	RMB30,000,000
Term:	24 months, effective from 2 July 2018
Interest rate:	6% per annum, payable semi-annually
Security:	The First Shanghai Mei Long Loan is unsecured
The Second Shanghai Mei Long Agreement
Date:	12 June 2019
Parties:	Shanghai Yongsheng, as the leader
	Shanghai Mei Long, as the borrower
	To the best of the Directors' knowledge, information and belief
	and having made all reasonable enquiry, Shanghai Mei Long
	and its ultimate beneficial shareholders as at the date of this
	announcement are third parties independent of the Company
	and are not connected persons of the Company.
Principal loan amount:	RMB150,000,000
Term:	36 months, effective from 25 June 2019
Interest rate:	6% per annum, payable semi-annually
Security:	equity pledge of each of the shareholders of Shanghai Mei Long
	of their respective equity interests in Shanghai Mei Long

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Shanghai Bao Cheng Property Limited ("Shanghai Bao Cheng") Agreement

On 2 January 2019, Shanghai Yongsheng entered into the Shanghai Bao Cheng Agreement with Shanghai Bao Cheng, pursuant to which Shanghai Yongsheng agreed to advance a loan to Shanghai Bao Cheng in the sum of RMB42,000,000 for a term of 12 months. (Note)

As at 30 June 2019, the principal and the accrued interest of the Shanghai Bao Cheng Loan which remains outstanding is RMB41,796,000.

Date:	2 January 2019
Parties:	Shanghai Yongsheng, as the leader
	Shanghai Bao Cheng, as the borrower
	To the best of the Directors' knowledge, information and belief
	and having made all reasonable enquiry, Shanghai Bao Cheng
	and its ultimate beneficial shareholders as at the date of this
	announcement are third parties independent of the Company
	and are not connected persons of the Company.
Principal loan amount:	RMB42,000,000
Term:	12 months, effective from 2 January 2019
Interest rate:	7% per annum, payable quarterly
Security:	The Shanghai Bao Cheng Loan is unsecured

Note: In respect of these agreements, Shanghai Mei Long Building Development Limited* (上海梅隴大廈發展 有限公司) is owned by Liu Jianfei ("Individual A") and Zhang Zhifeng ("Individual B") which are third parties independent of the Company and are not connected persons of the Company, as to 10% and 90% by Individual A and Individual B respectively. Shanghai Bao Cheng Property Limited* (上海寶成房地產 有限公司) is owned by Individual A and Individual B which are third parties independent of the Company and are not connected persons of the Company, as to 80% and 20% by Individual A and Individual B respectively. Since the financing sums for these agreements in aggregate exceeds 8% under the assets ratio calculated in accordance with Rule 14.07(1) of the Listing Rules their details are accordingly disclosed.

• for illustrative purposes only.

MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES AND AFFILIATED COMPANIES

As detailed in Note 16 of interim report 2018/2019, on 31 January 2019 the Group acquired an additional 40% ownership interest in its subsidiary Golden 11. Following the acquisition, the Group holds 91% ownership interests in Golden 11.

CHARGE ON ASSETS

As at 30 June 2019, the Group did not have any charge on its assets (2018: Nil).

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FUTURE PLAN FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS

As at 30 June 2019, the Group does not have any other plan for material investments or capital assets.

EVENT AFTER THE REPORTING PERIOD

No significant events have taken place subsequent to 30 June 2019 and up to date of this announcement.

EXPOSURE TO FLUCTUATIONS IN EXCHANGE RATES AND RELATED HEDGES

During the Year under review, the Group's transactions were substantially denominated in either Hong Kong dollars, US dollars or RMB Yuan. The Group did not use any financial instruments for hedging purposes (2018: Nil).

DIRECTORS' AND CHIEF EXECUTIVES' INTERESTS IN SHARES

At 30 June 2019, the interests or short positions of each Director and the Chief Executive in the shares, underlying shares or debentures of the Company or any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ("SFO")) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provision of the SFO); or

1. were required pursuant to Section 352 of the SFO to be entered in the register referred to therein; or (c) were required pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 to the Listing Rules on the Stock Exchange to be notified to the Company and the Stock Exchange were as follows:

Long position in shares of the Company

			Approximate
			percentage of
		Number of	issued share
		issued ordinary	capital of
Directors	Capacity	shares held	the Company
Chen Chuanjin	Beneficial owner	10,000,000	0.14%
Lo Wan Sing, Vincent	Beneficial owner	9,500,000	0.13%
Chau On Ta Yuen	Beneficial owner	2,500,000	0.04%
Lu Sheng (Note 2)	Interest of controlled	600,000,000	8.46%
	corporation (Note 1)

Notes:

1. Power Fine Global Investment Limited is wholly-owned by Mr. Lu Sheng, an Executive Director. Mr. Lu Sheng is deemed to be interested in the 600,000,000 Shares held by Power Fine Global Investment Limited for the purposes of the SFO.
2. Mr. Lu Sheng resigned as an Executive Director of the Company on 10 July 2019.

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Save as disclosed above, as at 30 June 2019, none of the Directors and the Chief Executive of the Company were interested, or were deemed to be interested in the long and short positions in the shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO; or (b) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (c) were required pursuant to the Model Code adopted by the Company to be notified to the Company and the Stock Exchange.

DIRECTORS' RIGHTS TO ACQUIRE SHARES OR DEBENTURES

Details of the outstanding options granted to the Company's Directors under the share option scheme of the Company in which the Directors are entitled to participate are set out under the heading "Share Option Scheme" above.

Save as disclosed above, at no time during the Year was the Company or any of its subsidiaries a party to any arrangements to enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, and none of the Directors or their spouses or children under the age of eighteen had any right to subscribe for the securities of the Company, or had exercised any such right during the Year.

There were no outstanding options at the beginning and the end of the Year.

SUBSTANTIAL SHAREHOLDERS IN THE INTEREST IN SHARES

At 30 June 2019, the shareholder who had an interest or short position in the shares and underlying shares of the Company which have been disclosed to the Company under the provision of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO was as follows:

Long position in the shares of the Company

			Approximate
		Number of	percentage of
		issued	the issued
		ordinary	shares held of
Name of shareholder	Capacity	share capital	the Company
			(Note 5)
Cheng Kin Ming (Note 1)	Beneficial owner	2,340,190,000	33.02%
Tiancheng International Holdings	Beneficial owner	2,263,710,000	31.94%
Investment Limited (Note 1)
Chu Yuet Wah (Note 2)	Beneficial owner and person	1,810,146,190	25.54%
	having a security interest
Kingston Finance Limited (Note 2)	Person having a security interest	1,800,000,000	25.39%

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			Approximate
		Number of	percentage of
		issued	the issued
		ordinary	shares held of
Name of shareholder	Capacity	share capital	the Company
			(Note 5)
Ng Leung Ho (Note 3)	Beneficial owner	1,012,061,882	14.28%
Golden Prince Group Limited (Note 3)	Beneficial owner	600,000,000	8.46%
Rich Capital Global Enterprises	Beneficial owner	406,741,882	5.74%
Limited (Note 3)
Power Fine Global Investment Limited	Beneficial owner	600,000,000	8.46%
(Note 4)

Note 1: The entire issued capital of Tiancheng International Holdings Investment Limited is directly wholly- owned by Mr. Cheng Kin Ming.

Note 2: Ms. Chu Yuet Wah has personal holding of 1,545,500 shares of the Company, indirect holding of 8,600,690 shares of the Company and as a person having a security interest of 1,800,000,000 shares of the Company. The entire issued capital of Kingston Finance Limited is indirectly wholly-owned by Ms. Chu Yuet Wah.

Note 3: Mr. Ng Leung Ho has personal holding of 5,320,000 shares of the Company. The entire issued capital of Golden Prince Group Limited and Rich Capital Global Enterprises Limited are both directly wholly- owned by Mr. Ng Leung Ho.

Note 4: The entire issued capital of Power Fine Global Investment Limited is owned by Mr. Lu Sheng, Executive Director of the Company who resigned on 10 July 2019.

Note 5: The approximate percentages were calculated based on 7,088,223,998 shares in issue as at 30 June 2019 (rounded down to two decimal places).

Save as disclosed herein, no other person had any interests or short positions in the shares or underlying shares of the Company as at 30 June 2019, which were disclosed to the Company under the provision of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO.

CODE ON CORPORATE GOVERNANCE PRACTICE

The Board is committed to establish and maintain high standards of corporate governance to enhance shareholders' interest and promote sustainable development. The Company has applied the principles and complied with all the code provisions of the Corporate Governance Code ("CG Code") as set out in Appendix 14 of the Listing Rules throughout the year ended 30 June 2019.

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The corporate governance principles of the Company emphasis an effective Board, sound internal control, appropriate independence policy, transparency and accountability to the shareholders of the Company. The Board will continue to monitor and revise the Company's corporate governance policies in order to ensure that such policies may meet the general rules and standards required by the Listing Rules.

DISCLOSURE OF INFORMATION ON DIRECTORS PURSUANT TO RULE 13.51B(1) OF THE LISTING RULES

Pursuant to Rule 13.51B(1) of the Listing Rules, the changes in information of director subsequent to 30 June 2018 are set out below of the Company:

Name of Director	Details of change
Wong Hok Bun,	resigned as an executive director, chief financial officer and
Mario	company secretary of Theme International Holdings Limited
	(Stock Code: 990) on 12 August 2018. Appointed as the chief
	financial officer on 30 November 2018 and a joint company
	secretary and authorised representative on 5 September 2018 of
	Jinchuan Group International Resources Co., Ltd (Stock Code:
	2362).

MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted the Model Code during the Year under review. The Company has made specific enquiry with all Directors and all of them confirmed that they have complied with the required standard set out in the Model Code for the year ended 30 June 2019.

AUDIT COMMITTEE

The Company has appointed one Non-executive Director and two Independent Non-executive Directors of the Company as members of the Audit Committee to assist the board of Directors in fulfilling its duties by providing review and supervision of the Company's financial reporting process and internal controls. The audit committee has reviewed the Group's annual results for the year ended 30 June 2019.

SCOPE OF WORK OF THE AUDITOR

The figures in respect of the Group's consolidated statement of financial position, consolidated statement of comprehensive income and the related notes thereto for the year ended 30 June 2019 as set out in the preliminary announcement have been agreed by the Group's auditor, BDO Limited, to the amounts set out in the Group's draft consolidated financial statements for the Year. The work performed by BDO 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, and consequently no assurance has been expressed by BDO Limited on the preliminary announcement.

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PUBLICATION OF RESULTS ANNOUNCEMENT AND ANNUAL REPORT

This announcement is published at the website of the Stock Exchange at www.hkex.com.hk under "Latest Listed Companies Information" and at the website of the Company at www.hkex109.hk. The 2019 Annual Report will be dispatched to shareholders and available at the above websites in due course.

On behalf of the Board, I would like to thank all of our customers, shareholders, suppliers and employees for their continued support.

On behalf of the Board

Good Resources Holdings Limited

Chen Chuanjin

Chairman

Hong Kong, 13 September 2019

As at the date of this announcement, (i) the Executive Directors of the Company are Mr. Chen Chuanjin and Mr. Chen Shi; (ii) the Non-executive Director of the Company is Mr. Lo Wan Sing, Vincent; and (iii) the Independent Non-executive Directors of the Company are Mr. Chau On Ta Yuen, Mr. Zhang Ning and Mr. Wong Hok Bun, Mario.

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