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.
ᒝ߅ҦණྠછٰϞࠢʮ̡
RARE EARTH MAGNESIUM TECHNOLOGY GROUP HOLDINGS LIMITED
(in provisional liquidation)
(for restructuring purposes only)
(Incorporated in Bermuda with limited liability)
(Stock Code: 601)
2020 ANNUAL RESULTS ANNOUNCEMENT
The board of directors (the "Board") of Rare Earth Magnesium Technology Group Holdings Limited (the "Company") is pleased to announce the audited results of the Company and its subsidiaries for the year ended 31 December 2020. This announcement, containing the full text of the 2020 annual report of the Company, complies with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in relation to information to accompany preliminary announcement of annual results. Printed version of the Company's 2020 annual report will be delivered to the shareholders of the Company and available for viewing on the websites of the Stock Exchange atwww.hkexnews.hkand of the Company at www.remt.com.hk on 9 April 2021.
By order of the Board
Rare Earth Magnesium Technology Group Holdings Limited
(in provisional liquidation)
(for restructuring purposes only)
Shum Sai Chit
Chairman
Hong Kong, 26 March 2021
As at the date of this announcement, the executive Directors are Mr. Shum Sai Chit and Mr. Chi Jing Chao; non-executive Director is Professor Meng Jian, independent non-executive Directors are Mr. Kwong Ping Man, Mr. Cheung Sound Poon and Mr. Kwan Ngai Kit.
ͦ CONTENTS
2 Άุڥᓃ
Corporate Highlights
4 ʮ̡༟ࣘ
Corporate Information
6 ˴ࢩజѓ
Chairman's Statement
10 ၍ଣᄴীሞʿʱؓ
Management Discussion and Analysis
26 Άุ၍طజѓ
Corporate Governance Report
40 ԫʿ৷ॴ၍ଣɛࡰᔊʧ
Directors and Senior Management Profiles
43 ԫึజѓ
Report of the Directors
53 ዹͭࣨᅰࢪజѓ Independent Auditors' Report
58 ၝΥฦूʿՉ˼Όࠦϗɝڌ
Consolidated Statement of Profit or Loss and Other Comprehensive Income
59 ၝΥৌਕًرڌ
Consolidated Statement of Financial Position
61 ၝΥᛆूᜊਗڌ
Consolidated Statement of Changes in Equity
63 ၝΥତږݴඎڌ
Consolidated Statement of Cash Flows
65 ৌਕజڌڝൗ
Notes to Financial Statements
163 ৌਕ฿ࠅ
Financial Summary
Άุڥᓃ
CORPORATE HIGHLIGHTS
̹ఙۃ౻ᄿᒪ
PROMISING MARKET OUTLOOK
৷อҦஔᚨਗ - ˜ኹϞ22ධҦஔਖ਼лٙ ৷อҦஔΆุ™
HIGH-TECH DRIVEN - A NATIONAL-LEVEL
HIGH AND ADVANCED TECHNOLOGY ENTERPRISE WITH 22 TECHNICAL
PATENTS
Άุڥᓃ€ᚃ
CORPORATE HIGHLIGHTS (CONTINUED)
BETTER FUTURE WITH YOU
ʮ̡༟ࣘ
CORPORATE INFORMATION
ԫ ੂБԫj
ӏ˰ઠ €˴ࢩࡒБ݁ᐼ ϫ᎑൴
ڢੂБԫj ֗બ
ዹͭڢੂБԫj
ފ˖ ੵ͉ ᗫᆇ௫
ᄲࣨ։ࡰึ
ފ ˖€˴ ࢩ ੵ͉ ᗫᆇ௫
DIRECTORS
Executive Directors:
Shum Sai Chit (Chairman and Chief Executive Officer) Chi Jing Chao
Non-executive Director:
Professor Meng Jian
Independent Non-executive Directors:
Kwong Ping Man
Cheung Sound Poon Kwan Ngai Kit
AUDIT COMMITTEE
Kwong Ping Man (Chairman) Cheung Sound Poon
Kwan Ngai Kit
ᑚཇ։ࡰึ
ފ ˖€˴ ࢩ ϫ᎑൴ ੵ͉
REMUNERATION COMMITTEE
Kwong Ping Man (Chairman) Chi Jing Chao
Cheung Sound Poon
Τ։ࡰึ
ӏ˰ઠ €˴ࢩ ފ˖ ᗫᆇ௫
ʮ̡।ࣣ ᅾ͏
ࣨᅰࢪ
ሊึࠇࢪԫਕהϞࠢʮ̡ ࠰ಥੂุึࠇࢪ
˴ࠅֻԸვБ ʕุ༵ვБ ʹஷვБٰ΅Ϟࠢʮ̡
NOMINATION COMMITTEE
Shum Sai Chit (Chairman) Kwong Ping Man
Kwan Ngai Kit
HLB Hodgson Impey Cheng Limited Certified Public Accountants
COMPANY SECRETARY
Fan Kwok Man, Raymond
AUDITORS
PRINCIPAL BANKERS
Agricultural Bank of China
Bank of Communications Co., Ltd.
ʮ̡ ༟ ࣘ€ᚃ
CORPORATE INFORMATION (CONTINUED)
ൗ̅፬ԫஈ
Clarendon House Church Street Hamilton HM11 Bermuda
REGISTERED OFFICE
Clarendon House Church Street Hamilton HM11 Bermuda
˴ࠅ፬ԫஈ
࠰ಥ ɘᎲφӍէ ᄿ؇༸ 9 ಥ۾ɽขୋ 6ࢭ 11ᅽ1105܃
PRINCIPAL PLACE OF BUSINESS
Suite 1105, 11th Floor
Tower 6, The Gateway 9 Canton Road
Tsim Sha Tsui, Kowloon Hong Kong
ϵᅉ༺˴ࠅٰ΅ཀ˒೮াஈʿ ᔷᜫ೮াஈ
Estera Management (Bermuda) Limited Canon's Court, 22 Victoria Street Hamilton HM 12
Bermuda
PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE IN BERMUDA
Estera Management (Bermuda) Limited Canon's Court, 22 Victoria Street Hamilton HM 12
Bermuda
࠰ಥٰ΅ཀ˒೮াʱஈʿ ᔷᜫ೮াஈ
ՙԳ।ࣣਠਕϞࠢʮ̡ ࠰ಥ
ެΧɽ༸؇ 183 Υձʕː54ᅽ
BRANCH SHARE REGISTRAR AND TRANSFER OFFICE IN HONG KONG
Tricor Secretaries Limited Level 54, Hopewell Centre 183 Queen's Road East Hong Kong
˴ࢩజѓ
CHAIRMAN'S STATEMENT
˜ ɺᒝΥږอҿࣘପุჯࠏΆุd ᒝ߅Ҧၾઆ௴ᒝλ͊Ըf ™
" REMT is the leading enterprise in rare earth magnesium alloys new materials, we are determined to build a better future with you. "
- ӏ˰ઠ
Shum Sai Chit
͉ɛᔫ˾ڌ͉ʮ̡ԫึ€˜ԫึ™್ؚяᒝ߅ҦණྠછٰϞࠢʮ̡€˜͉ʮ̡™ʿՉڝ᙮ʮ̡€୕ ၈˜ᒝ߅Ҧ™א˜͉ණྠ™א˜ණྠ™࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ϋܓ€˜ϋʫ™ʘุᐶ˸ԶЗٰ ؇ᚎf
БุΫᚥ ɚཧɚཧϋڋʕอڿޥઋᖑ೯dᎇܝᆄݲeߕe؇یԭഃ˰ޢήޥઋᇶַݴБdԣછ܆ ᕁણ݄ɓܓԴɽࠦጐ৾ᓖḛุଟ㌷ʺdΌଢޥઋൻᥚৎͿd˰ޢɝসৗfࠦ࿁อڿ٬ف ޥઋவఙୋɚϣ˰ޢɽഐҼ˸Ը௰ᘌࠠٙΌଢʮሊ͛߉೯ԫdྼପุᗡٙԶഗ၌ձც Ӌ၌աՑᘌࢡܿdٟึݺਗաՑᘌࠠላᏘdᒝБุɰ͊ঐዹഛՉԒdԴᒝΆุࠋࠠۃБf ʕ݅݊ږ᙮ᒝୋɓ͛ପɽdɰ݊ᒝପۜୋɓ̈ɹɽdԶᏐəΌଢ 80% ˸ɪٙᒝପۜfɚཧɚཧ ϋʕږ᙮ᒝପඎߒ90.7 ຬኚdΝˢɨൻ6.4% d̈ɹඎߒ39.38 ຬኚdΝˢಯˇ 12.78% fΪϤdऎ̮̹ఙ Ъމᒝପۜڢ੬ࠠࠅٙɨದცӋ၌dޥઋኬߧٙცӋɨࠥdԴପุᗡٙԶഗ၌௪աᏀɢf͉ණྠϋ ʫྼତᐄ༶ϗɝߒ 744.8 ϵຬಥʩdܝᑦฦߒ 74.0 ϵຬಥʩdˣлଟ 17.5% f
ᒝ - Ⴠඎʷଣซٙږ㵧ഐҿࣘd͊Ը̙ಂ ᒝЪމ˜ 21 ˰ߏ௰Ոක೯Ꮠٙ͜ၠЍҿࣘձଫอҿࣘ™dՈϞˢ੶ܓeˢܓ৷dኬᆠኬཥಯቤ ঐλd̋ʈϓ͉༰Э˲ΫϗഃतᓃdᄿعᏐ͜ίӛԓeࠐ༸ʹஷe 3C ཥɿପۜeঘ٤ঘ˂eᔼ ᐕeܔጘഃࡈჯਹf
ᒝΥږٙ͜ʱб The Application of Magnesium Breakdown
ᅰኽԸ๕j ʕପุৃࢹdۃᓼପุӺ৫dᑌᗇՎӺה
Data Source:
China Industry Information, Qianzhan Industry Research Institute, Guolian Securities Research Institute
Rare Earth Magnesium Technology Group Holdings Limited
Annual Report 2020
On behalf of the Board of Directors (the "Board"), I am pleased to present the annual results of Rare Earth Magnesium Technology Group Holdings Limited (the "Company") and its subsidiaries (collectively, the "REMT Group" or the "Group") for the year ended 31 December 2020 (the "Year").
INDUSTRY REVIEW
COVID-19 pandemic has spread across Europe, the United States, Southeast Asia, and other parts of the world, following the outbreak in China at the beginning of 2020. Various countries have taken prevention and control measures, which once caused a large-scale economic shutdown and soaring unemployment. The global pandemic situation has been fluctuating. As a result, the world economy fell into recession. Under COVID-19, the worst global public health emergency since the end of World War II, the supply and demand sides of the industrial chain of real economy have faced severe challenges, thus adversely affecting the social and economic activities. The magnesium industry was no exception, and the magnesium enterprises were operating in a very difficult environment.
China is not only the largest producer of magnesium, but also the largest exporter of magnesium products, supplying more than 80% of the world's requirement. In 2020, magnesium outputs in China were about 907,000 tons, down 6.4% year-on-year, and its export volume was about 393,800 tons, down 12.78% year-on-year. The overseas market, being the most important source of demand, has shrunken significantly due to the pandemic. Hence, the supply side of the industrial chain is under pressure. During the Year, the Group recorded an operating income of approximately HK$744.8 million, an after-tax loss of approximately HK$74.0 million, and an overall gross profit margin of 17.5%.
MAGNESIUM - AN IDEAL LIGHTWEIGHT METAL STRUCTURAL MATERIAL WITH A BRIGHT FUTURE
Magnesium alloys, as the "most developed and widely used lightweight eco-friendly strategic new materials of the 21st century", are strong and stiff, with good thermal and electricity conductivity, good shock absorption, low processing cost, and easy to recycle. It is widely used in various fields such as automobiles, rail transportation, 3C electronic products, aerospace, medical equipment, architectured products.
˜ ᒝΥږᚑމ21˰ߏ௰Ոක೯ Ꮠٙ͜ၠЍҿࣘձଫอҿࣘf ™
" Magnesium alloys have been known as the "most developed and widely used lightweight eco-friendly strategic new materials of the 21st century". "
ᒝΥږίӛԓჯਹٙᏐ͜ᅰኽᜑͪdɚཧɓɘϋʕʫ̻ѩӊሿԓٙᒝ͜ඎʊɪʺЇߒ5ɷдdϾɓ Ԭ೯༺ٙఊԓᒝ͜ඎʊ৷༺40ɷдfʕʫٙᒝίӛԓჯਹᏐ͜ၾ̮ˢʥஈႼචݬd ՈϞ̶ɽٙ೯࢝٤ගdϞᗫӺజѓཫ͊Ը 5 ϋᒝίΌଢӛԓჯਹٙልΥᄣڗଟމ 23.7% f ʕִ݁ɚཧɚཧϋɤɓ˜೯̺ٙ˜อঐ๕ӛԓପุ೯࢝ྌ€ɚཧɚɓ -ɚཧɧʞ™ʕʿdՑɚཧ ɚʞϋอঐ๕ӛԓอԓቖਯඎ༺Ցӛԓอԓቖਯᐼඎٙ20% ̸̛dཫࠇʕอঐ๕ӛԓቖඎਗ਼൴ཀ500 ຬሿfอঐ๕ӛԓӊಯˇ 100ɷдࠠඎdᚃঘԢ̙ʺ 6-11% dΪϤdอঐ๕ӛԓ࿁Ⴠඎʷҿࣘٙც Ӌһ̋ࠗʲdϞૐזਗჀሯอҿࣘପุԘϓڗf ɚཧɚཧϋɧ˜ʕִ݁੶ሜ̋Ҟอۨਿᓾண݄ܔணආܓd˜อਿܔ™ܼ̍ 5G ਿܔeɽᅰኽʕːeɛʈ౽ ঐeʈุʝᑌၣeيᑌၣഃอɓ˾ڦࢹҦஔfהϞவԬேცࠅϞɽඎٙ̌ଟኜdცࠅɽඎ݅Ϟቇ੶ ܓeᆠҞdΝࣛࡒՈ৷ࣖཥှ܈ᇱঐٙҿࣘfᒝΥږί˜อਿܔ™ධͦఙ౻ʕ˸ՉᎴମঐਗ਼̂ʱ೯ ౨Ъ͜fᄿᒪٙᏐ͜ۃ౻d̀ਗ਼પਗᒝΥږอҿࣘცӋɽషᄣڗf
ଉঁЪ කן௴อ ͉ණྠኹϞ22ධ৷ঐᒝΥږ͛ପʈᖵձՓ௪˙جٙҦஔਖ਼лdમ͜Бุආٙ 㝂ᜦᒔࡡʈᖵ௴อҦஔd͛ପਿήႩ֛މॴ˜৷อҦஔΆุ™f͉ණྠኹ ϞٙҦஔᎴැձ௴อঐɢਗ਼ίᒝΥږอҿ̹ࣘٙఙᏐ͜ʕ೯ઢᆑɢf
͊ԸҢࡁᒔਗ਼ଉʷҦஔ௴อeପۜ௴อeᐄቖᅼό௴อe˸ڎટܝޥઋࣛ ˾࿁Ⴠሯอҿࣘ˚ूᄣڗ̹ٙఙცӋձတԑ܄˒࿁ʔΝۜᗳପۜٙεʩ ცӋd௴ி˜ᒝ™λ͊Ըf
22 ධਖ਼л
Patents
ߧᑽ
͉ɛᔫ˾ڌ͉ණྠ࿁ٰ؇eԫึϓࡰe܄˒eვБʿΥЪྫМձΌΝʠɓٜ˸Ը࿁͉ණྠٙɽ ɢ˕ܵߧ˸হːٙชᑽd࿁ණྠΌࡰʈٙՙ൳ʈЪڌତߧ˸༐ᅚٙᑽจfชᑽɽڗಂ˸Ը࿁͉ʮ ̡ٙٙڦ፠ၾଣ༆dҢࡁึʔҙڋːeᘱᚃۃආdʔඁࠋהϞлूᗫ٫࿁Ңࡁٙڦၾ˕ܵf
ӏ˰ઠ ˴ࢩ
࠰ಥdɚཧɚɓϋɧ˜ɚɤʬ˚
According to the data of magnesium alloys' application in the automobiles field, in 2019, the average magnesium consumption per vehicle in China has risen to about 5kg, while the magnesium consumption per vehicle in some developed countries has reached 40kg. Compared with the developed countries, the application of magnesium in the automobiles industry in China is catching up and there is a huge space for development. Relevant research reports forecast that the compound growth rate of applying magnesium in the global automobiles industry in the next 5 years would be 23.7%.
In November 2020, the Chinese Government issued "the New Energy Automobile Industry Development Plan (2021-2035)". It predicates that by 2025, the sales volume of new energy vehicles would reach about 20% of the total sales volume of new vehicles, and the sales volume of new energy vehicles in China would exceed 5 million. For every 100kg weight reduction of new energy vehicles, its endurance range can be improved by 6-11%. Therefore, the demand for lightweight materials by new energy vehicles is more urgent and is expected to drive the rapid growth of the industry.
In March 2020, the Chinese Government emphasized speeding up the construction of New Infrastructures, including 5G infrastructures, large data centers, artificial intelligence (AI), industrial internet, the Internet of Things, and other new-generation information technologies. All of these need a large amount of power devices and materials with good strength, fast heat dissipation, and efficient electromagnetic shielding. Magnesium alloys will excel in the New Infrastructures projects. The broad application spectrum will indeed promote a substantial increase of the demand for magnesium alloys as new materials.
CONTINUED EFFORTS AND PURSUED INNOVATION
The Group owns 22 technical patents of the production processes and preparation methods for high-performance magnesium alloys, and adopts the industry's advanced vertical retorts smelting technology. The Group's production base has been recognised as a national-level "High and Advanced Technology Enterprise". The Group's technological advantages and innovative capabilities will be further explored in the application of magnesium alloy as new materials.
In the future, we will deepen our innovations in technology, product/production, and marketing model, to meet the growing demand for lightweight new materials and the diversified needs of customers for different product types in the post-pandemic era. We are to build a better future with you.
ACKNOWLEDGMENTS
On behalf of the Group, I wish to thank our shareholders, members of the Board, customers, bankers, and business partners for their invaluable support. I would also like to express my sincere thanks to all the staff for their dedication and hard work. I would like to thank all for the unfailing support and the total confidence in the Company. We will not forget our original aspiration. We will continue to move forward, and live up to the trust and support of all stakeholders.
Shum Sai Chit
Chairman
Hong Kong, 26 March 2021
၍ଣᄴীሞʿʱؓ
MANAGEMENT DISCUSSION AND ANALYSIS
ุਕΫᚥၾʱؓ
ϋʫd͉ණྠϗɝ 744,836,000 ಥʩ€ɚཧɓɘϋj1,515,291,000 ಥʩdಯˇ50.8% iˣлଟಯˇ 10.0% Ї17.5% iٰ؇ᏐЦᑦฦމ 74,011,000 ಥʩ€ɚཧɓɘϋj๐л 209,732,000 ಥ ʩf
ৌਕุਕࠅ
FINANCIAL AND BUSINESS SUMMARY
ɚཧɚཧϋ 2020 ɷಥʩ HK$'000 €ᄲࣨ (Audited) | ɚཧɓɘϋ 2019 ɷಥʩ ɚཧɓɞϋ 2018 ɷಥʩ HK$'000 €ᄲࣨ HK$'000 €ᄲࣨ (Audited) (Audited) |
ϗɝ | Revenue | 744,836 | 1,515,291 | 1,537,781 |
ˣл | Gross profit | 130,171 | 416,206 | 409,483 |
ˣлଟ | Gross profit margin | 17.5% | 27.5% | 26.6% |
ࢹᛅቖұᔚۃлᆗ | EBITDA | 133,220 | 447,150 | 428,905 |
ࢹᛅቖұᔚۃлᆗଟ | EBITDA margin | 17.9% | 29.5% | 27.9% |
ٰ؇ᏐЦ€ᑦฦŊ๐л | (Loss)/profit attributable to | (74,011) | 209,732 | 217,691 |
owners of the Company | ||||
ॱлଟ | Net profit margin | N/A | 13.8% | 14.2% |
༟ପࠋවڌ Balance sheet | ||||
༟ପᐼᕘ | Total asset | 2,556,832 | 2,554,324 | 2,372,218 |
ᛆूᐼᕘ | Total equity | 1,451,922 | 1,387,887 | 1,271,217 |
ვБତږ€ܼ̍ʊתץ | Cash at banks (including | 46,289 | 271,690 | 156,008 |
ვБπಛ | pledged bank deposits) | |||
ܸᅺ Indicators | ||||
࠾൲ˢଟ | Gearing ratio | 34.1% | 34.2% | 30.6% |
лࢹᔧႊˢଟ | EBITDA/Interest | 1.36 | 6.20 | 5.87 |
ٰ͉ϗूଟ | Return on equity | N/A | 15.1% | 17.1% |
BUSINESS REVIEW AND ANALYSIS
During the Year, the revenue of the Group was HK$744,836,000 (2019: HK$1,515,291,000), representing a year-on-year decrease of 50.8%; the overall gross profit margin decreased 10.0% to 17.5%, the loss attributable to shareholders was HK$74,011,000 (2019: profit of HK$209,732,000).
৷ঐ ɺᒝΥږପۜ
3BSF &BSUI
.BHOFTJVN "MMPZ 1SPEVDUT
ɽਠۜ ਿᓾᒝପۜ $PNNPEJUZ #BTJD .BHOFTJVN 1SPEVDUT
˴ࠅ༶ᐄᅰኽʱؓ ϗɝಯˇ˴ࠅ݊͟Όଢอڿ٬فޥઋᇶַݴБdִ݁મ՟ᘌࣸٙޥઋԣછણ݄dྼΆุɓ ܓ৾ʈ৾ପdБุପุᗡٙԶഗ၌ձცӋ၌௪աᏀɢd̹ఙცӋಯࢮ˸ʿᒝᄆஈЭЗܚഃࡡΪd ኬߧ͉ණྠପۜٙᐼቖඎ͟ɚཧɓɘϋٙ 60,559 ኚɨࠥЇϋʫٙ 39,156 ኚd࿁͉ණྠɚཧɚཧϋุᐶி ϓᘌࠠᅂᚤf
ϋʫʘࢹᛅቖұᔚۃлᆗಯˇ 313,930,000 ಥʩא 70.2% Ї133,220,000 ಥʩ€ɚཧɓɘϋj 447,150,000ಥ ʩf
Չ˼ᐄ༶൬͜ʱؓ ቖਯʿʱቖ˕̈
ቖਯʿʱቖ˕̈ߒމ 8,506,000 ಥʩ€ɚཧɓɘϋj 15,615,000 ಥʩd˴ࠅܼ̍ᐄቖ൬͜ʿቖਯɛࡰʈ༟d ቖਯʿʱቖ˕̈ձϗɝˢଟߒ 1.1% €ɚཧɓɘϋj 1.0%f
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Б݁˕̈˴ࠅܼ̍ࡰʈᑚཇeұᔚʿᛅቖeᄲࣨʿਖ਼ุ൬͜eӺʿක೯ഃ൬͜fϋʫʘБ݁˕̈ߒ މ100,611,000 ಥʩ€ɚཧɓɘϋj77,551,000 ಥʩdΝˢᄣ̋ߒ 23,060,000 ಥʩא 29.7% dБ݁˕̈ᄣ̋˴ ࠅ͉͟ʮ̡ࠠଡ଼Ͼʊ˹ŊᏐ˹ٙᕘ̮ਖ਼ุ൬͜ߒ4.3 ϵຬಥʩʿ͉͟ණྠίϋʫ͛ପঐɢ࿁༰Э Ͼਗ਼ո֛͛ପϓ͉ ( ˴ࠅܸ͊ਗ͜༟ପұᔚ ) ࠠอʱᗳЇБ݁˕̈ߒ 17.7 ϵຬಥʩʿቖᏐϗಛධߒ 28 ϵຬಥʩהߧf
ৌਕ൬͜
ৌਕ൬͜ߒމ97,857,000 ಥʩ€ɚཧɓɘϋj 72,064,000 ಥʩdΝˢᄣ̋ߒ 25,793,000 ಥʩא 35.8% fՉʕd ߒ 51,728,000 ಥ ʩ€ɚ ཧ ɓɘ ϋj 51,536,000 ಥʩމɚཧɓɖϋɤɓ˜Σછٰٰ؇ Ming Xin Developments Limited ೯Б̙ٙ౬ٰවՎʘึࠇлࢹf༐ν͉ʮ̡ɚཧɚཧϋɤ˜ɧɤ˚ʘʮѓהמᚣd̙౬ٰව Վɚཧɚཧϋɤɓ˜ɧɤ˚ՑಂԨܲࠅӋᏐ˹dࠠอʱᗳމ͉ණྠՉ˼࠾൲Ԩڝ੭ 4᩶ϋлଟf ৌਕ൬͜ᄣ̋˴ࠅ͉݊͟ණྠίϋʫٙ߰ʍවਕ೯͛ʹɸ༼ߒܝᆽႩٙ༼ߒлࢹ˸ʿɚཧɚཧϋ ఱɚཧɓɘϋɤɚ˜ΣɓΤୃኽܵϞɛ೯Бʘ͉ږږᕘމ 100 ϵຬಥʩʘୃኽᆽႩʘৌਕ൬͜ʘΌϋ ᅂᚤהߧf
ಂٰ͋ࢹ ԫึʔܔᙄΣ͉ʮٰ̡؇ݼ೯࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ϋܓʘ͋ಂٰࢹ ( ɚཧɓɘϋjೌ )f
MAIN OPERATION DATA ANALYSIS
The decrease in revenue was mainly due to the spread of the global epidemic outbreak, in response to which governments of all countries carried out stringent prevention and control measures. It has once, led to the suspension of production of real enterprises; the pressure on the supply and demand sides of the industrial chain; the weak market demand; and the low magnesium price. As such, the total sales volume of products of the Group decreased to 39,156 tonnes during the Year from 60,559 tonnes for 2019, bringing about a significant impact on the results of the Group for 2020.
The EBITDA of the Year decreased by HK$313,930,000 or 70.2% to HK$133,220,000 (2019: HK$447,150,000).
OTHER OPERATING EXPENSES ANALYSIS
Selling and Distribution Expenses
Selling and distribution expenses were approximately HK$8,506,000 (2019: HK$15,615,000), which mainly comprised of marketing expenses and sales staff wages. Selling and distribution expenses to revenue ratio was approximately 1.1% (2019: 1.0%).
Administrative Expenses
Administrative expenses mainly comprised of expenses such as staff remuneration, depreciation and amortisation, audit and professional fees and research and development. The administrative expenses for the Year was approximately HK$100,611,000 (2019: HK$77,551,000), representing a year-on-year increase of approximately HK$23,060,000 or 29.7%. The increase in administrative expenses was mainly due to the additional professional fee paid/payable of approximately HK$4.3 million for the restructuring of the Company, the reclassification of certain fixed production costs (mainly represented depreciation of underutilised assets) to administrative expenses of approximately HK$17.7 million due to the relatively low production capacity of the Group during the Year, and the written-off of receivable of approximately HK$28 million.
Finance Costs
Finance cost was approximately HK$97,857,000 (2019: HK$72,064,000), representing a year-on-year increase of approximately HK$25,793,000 or 35.8%, of which approximately HK$51,728,000 (2019: HK$51,536,000) was the accounting interest of the Convertible Bonds issued to the controlling shareholder, Ming Xin Developments Limited in November 2017. As disclosed in the announcement of the Company on 30 October 2020, the Convertible Bonds was expired on 30 November 2020 and became repayable on demand, reclassified as other borrowings of the Group and carried interest at a rate of 4% per annum.
The increase in finance costs was mainly due to default interests recognised subsequent to the cross default of certain debts of the Group during the Year, and the full year effect of the finance costs recognised in 2020 in respect of the note with an principal amount of HK$100 million issued to a noteholder in December 2019.
Final Dividend
The Board did not recommend the payment of final dividend to the shareholders of the Company for the year ended 31 December 2020 (2019: Nil).
ݴਗʿৌਕ༟๕
͉ණྠࢹᛅቖұᔚۃлᆗމ 133,220,000 ಥʩ€ɚཧɓɘϋj 447,150,000 ಥʩdΝˢಯˇ 70.2% dлࢹᔧ ႊଟಯˇЇ 1.36 ࠴f͉ණྠ࠾൲ˢଟŊ༟ପࠋවଟމ 34.1% fϋʫಂ͋ვБତږ€ܼ̍תץვБπಛމ 46,289,000 ಥʩf
̙ঐٙවਕࠠଡ଼ʿఱࠠଡ଼͜։Νᑗࣛᆵɛ
˰ߏජΈණྠછٰϞࠢʮ̡€˜˰ߏජΈ™dމ͉ʮ̡ٙછٰٰ؇dஷཀՉΌ༟ڝ᙮ʮ̡ Ming Xin Development Limited ܵϞ͉ʮ̡ߒ72.31% ٰٙᛆf˰ߏජΈ೯БԨอ̋սʹהɪ̹͉ٙږږᕘމ 101,750,000 อ̋սʩʘܝᎵୃኽdίɚཧɚཧϋɖ˜ɧ˚ՑಂᛙΫ༼ߒdMing Xin Development Limited މୃኽٙՉʕɓЗዄڭɛfϤධ༼ߒʊϓ͉ණྠ߰ʍ࠾ಛʘ༼ߒԫdிϓʹɸ༼ߒf
ɚཧɚཧϋɖ˜ɧ˚€ϵᅉ༺ࣛගd͉ʮ̡ʊΣϵᅉ༺௰৷ج৫€˜ϵᅉ༺ج৫™ఱࠠଡ଼͜։Ν ᑗࣛᆵɛʘ͡ሗd˸˜ڢ੶Փ™ࡡۆБԫdу͉ʮ̡ԫึʥᘱᚃ၍ଣ͉ʮ̡ʿၪܵණྠ˚੬༶Ъd ϾΝᑗࣛᆵɛၾʮ̡၍ଣᄴɓৎߧɢ္ຖeຖኬձ္࿀ණྠආБΌࠦʿሜٙවਕձࠋ වࠠଡ଼dܼ̍ၪ͉ܵʮ̡ίᑌʹהٙɪ̹f
Νᑗࣛᆵɛ͡ሗʊɚཧɚཧϋɖ˜ʬ˚€ϵᅉ༺ࣛගϵᅉ༺ج৫ආБ୩ৃfϵᅉ༺ج৫б ɓධն˿dఱࠠଡ଼͜։τ͑ΆุৌਕਕϞࠢʮ̡ʘᎅ͍މ͛ʿᘽᆎᄃɾɻeτ͑Ϟࠢʮ̡ʘ Roy Bailey͛˸ʿEY Cayman Ltd. ʘ Tammy Karina Fu ɾɻ€୕၈މ˜Νᑗࣛᆵɛ™މ͉ʮ̡˜ڢ੶ Փ™ΝᑗࣛᆵɛdԨબʚՉΝʿࡈйʘᛆɢf
ɚཧɚཧϋɞ˜ɖ˚dϵᅉ༺ج৫Σ࠰ಥ৷ഃج৫€˜৷ഃج৫™೯̈ሗӋࣣ€˜ሗӋࣣ™dࠅӋί࠰ಥ וႩΝᑗࣛᆵɛٙնձᛆɢd˸€Չʕܼ̍Փ֛Ԩ̈ࠠଡ଼ࠇྌdߧԴ͉ʮ̡ঐᘱᚃܵᚃ ᐄfϵᅉ༺ج৫͵˚ટաՉʕɓЗΝᑗࣛᆵɛᎅ͍މ͛ʘᗘfϾϞᗫ Roy Bailey ͛e Tammy Karina Fu ɾɻʿᘽᆎᄃɾɻЪމΝᑗࣛᆵɛٙ։˿ۆၪܵ͛ࣖfΝᑗࣛᆵɛɚ ཧɚཧϋɞ˜ɚɤɓ˚Σ৷ഃج৫̈͡ሗdࠅӋ˿Ⴉ̙Νᑗࣛᆵɛٙնdʿᐏ࣬ኽ༈ሗ ӋࣣהഗʚٙΝᑗࣛᆵɛᛆлfɚཧɚཧϋɞ˜ɚɤʞ˚d৷ഃج৫ʊҭࡘ༈͡ሗf
ɚཧɚɓϋɚ˜ɚɤʞ˚d͉ʮ̡ϗՑ͟ AI Global Investment SPC ˾ڌAI Investment Fund S.P€. ˜яሗ ɛ™БԫʿމՉлूɚཧɚɓϋɚ˜ɚɤɚ˚Σ৷ഃج৫০࿁͉ʮ̡ʹʘяሗ€˜яሗ™dࠅӋ৷ ഃج৫˿͉ʮ̡ᆵf০࿁͉ʮ̡ʹʘяሗɗ͉͟ʮ̡͊ঐᎵ˹яሗɛୃኽd͊Ꮅ˹͉ږஹΝ ͊˕˹лࢹʿ˞лࢹᐼᕘ 20,707,777.78 ߕʩdϞᗫږᕘɗ࣬ኽяሗɛ€ЪމႩᒅɛၾ͉ʮ̡€Ъމ೯ Бɛɚཧɓɖϋɞ˜ɖ˚ࠈͭʘɚཧɚཧϋՑಂ͉ږ20,000,000 ߕʩʘ 7% ڢܝᎵʿೌתץୃኽႩ ᒅᙄЪ̈fяሗਗ਼ɚཧɚɓϋʬ˜ɚ˚৷ഃج৫ආБ୩ৃf͉ʮ̡͍ίఱɪࠑԫධరӋجܛจ Ԉf
Liquidity and Financial Resources
The EBITDA of the Group was HK$133,220,000 (2019: HK$447,150,000), representing a year-on-year decrease of 70.2%. The interest coverage decreased to 1.36 times. The Group's borrowing rate/gearing ratio was 34.1%. At the end of the Year, cash in bank (including pledged bank deposits) was HK$46,289,000.
Possible Debt Restructuring and the Appointment of Joint Provisional Liquidators for Restructuring Purposes
Century Sunshine Group Holdings Limited ("CS") is the controlling shareholder of the Company holding approximately 72.31% shareholding interest in the Company through its wholly-owned subsidiary Ming Xin Developments Limited. CS defaulted in its redemption of its subordinated notes listed on SGX in aggregate principal amount of SDG101,750,000 that matured on 3 July 2020. Amongst others, Ming Xin Developments Limited is a guarantor of the notes. The CS's default constitutes an event of default in respect of certain borrowings of the Group, causing the cross default.
On 3 July 2020 (Bermuda time), the Company has filed to the Supreme Court of Bermuda (the "Bermuda Court") a winding up petition ("Petition") together with the application for the appointment of the "light touch" joint provisional liquidators (the "JPLs") for restructuring purpose. The board of directors of the Company will retain management of the Company, while the JPLs will work alongside the Company's management to, monitor, supervise, and oversee the implementation of a group-wide holistic and coordinated restructuring of its debts and liabilities including to maintain the listing of the Company on the Stock Exchange.
The JPLs Application was heard before the Bermuda Court on 16 July 2020 (Bermuda time). An order was granted by the Bermuda Court for the appointment of Mr. Yen Ching Wai David and Ms. So Kit Yee Anita of Ernst & Young Transactions Limited, Mr. Roy Bailey of Ernst & Young Ltd., and Ms. Tammy Karina Fu of EY Cayman Ltd., (collectively, the "JPLs") as the "light-touch" joint provisional liquidators of the Company for restructuring purposes, with the power to act jointly and severally.
On 7 August 2020, the Bermuda Court issued a letter of request ("LOR") to the High Court of Hong Kong (the "High Court") for the recognition of the appointment and powers of the JPLs in Hong Kong to, inter alia, develop and propose a restructuring plan to allow the Company to continue as a going concern. The Bermuda Court also accepted the resignation of one of the JPLs, Mr. Yen Ching Wai David on the same day. The JPLs appointment order remains in force in respect of Mr. Roy Bailey, Ms. Tammy Karina Fu and Ms. So Kit Yee Anita as JPLs. An application has been filed by the JPLs to the High Court on 21 August 2020 for the recognition of the appointment and powers of the JLPs pursuant to the LOR. On 25 August 2020, the High Court has approved the said application.
On 25 February 2021, the Company received a petition (the "Petition") filed by AI Global Investment SPC acting on behalf of and for the account of AI Investment Fund S.P. (the "Petitioner") on 22 February 2021 against the Company in the High Court for an order that the Company be wound up by the High Court. The Petition was filed against the Company for its failure to repay the Petitioner an outstanding principal of the notes together with the unpaid interest and default interest in an aggregate amount of US$20,707,777.78, which was pursuant to a subscription agreement of 7% unsubordinated and unsecured notes due 2020 in a principal amount of US$20,000,000 entered into between the Petitioner as subscriber and the Company as the issuer dated 7 August 2017. The Petition will be heard before the High Court on 2 June 2021. The Company is in the course of seeking legal advice in respect of the above matter.
ϋʫdΝᑗࣛᆵɛʊၾʊ೮াවᛆٙවᛆɛᑘБවᛆɛึᙄdԨଡ଼ϓවᛆɛ։ࡰึd˸کፔ ༔ʿпՓ֛වਕࠠଡ଼ࠇྌfО༈ഃࠇྌٙՓ֛˸ʿྼ݄աවᛆɛึᙄɪɽεᅰවᛆɛ֛˸ ʿϵᅉ༺ج৫ʿ৷ഃج৫બ̈ٙն˿ࠢՓf͉ʮ̡ਗ਼ᘱᚃၾවᛆɛڭܵጐ๖ஷdમ՟̙Бણ݄dኑ ၳවᛆɛᗆdߧɢપਗࠠଡ଼˙ࣩໝྼf
Ⴉ̙˿
࣬ኽϵᅉ༺ɓɘɞɓϋʮ̡جୋ 166(1) ૢ֛dਗ਼ኬߧᆵකܝఱ͉ʮ̡ৌପ€ܼ̍ኽجᛆପЪ̈ʘ Оஈໄ˸ʿОٰ΅ᔷᜫא͉ʮ̡ϓࡰήЗʘОᜊһѩ᙮ೌࣖdઓϵᅉ༺ج৫̤Ϟն˿ۆЪй ሞf͉ʮ̡ʊఱᔷᜫٰ΅ʘႩ̙˿రӋجܛจԈf ͉ʮ̡ᔫϤආɓӉЪ̈һอdᐏආɓӉجܛจԈܝd͉ʮ̡࠰ಥ͡ሗႩ̙˿݊౽ٙd˸ᆽڭ ᔷᜫٰ΅ʔൖމೌࣖf͉ʮ̡͍ί௪࠰ಥ͡ሗႩ̙˿dԨཫಂਗ਼ܘҞʹʚ৷ഃج৫f͉ʮ̡ ਗ਼̤Б̊೯ʮѓd˸ԶϞᗫ͡ሗഐ؈ٙ௰อආ࢝f
࢝ૐ
ɚཧɚཧϋԸැݽݽٙอڿ٬فޥઋΌଢݴБໍ߿dࠠ௴˰ޢdᒝБุɰ͊ঐዹഛՉԒdБุٙ Զഗ၌ձცӋ၌աՑᘌࢡܿfᎇഹอڿޥߴΌଢપᄿdޥઋצᓃᜑᚣᏣΈdΌଢਗ਼Ӊూᘽd ᒝΥږอҿࣘίอჯਹٙᄿعᏐ͜ɰਗ਼ڎԸอɓتБઋf ɚཧɚɓϋd͉ʮ̡ਗ਼࿁ତϞุਕ೯࢝મ՟ᄲฐ࿒ܓdрɢስБପۜ௴อeҦஔ௴อeᐄቖ௴อٙ ᐄଣׂiʔᓙකןᎴሯอ܄˒eၪᚐ׀ྼϼ܄˒dןᄱ̹ఙၣഖi˸ආɓӉᄣ੶ණྠٙၝΥᘩنɢձᐄ ϗঐɢdڎટܝޥઋࣛ˾࿁Ⴠሯอҿ̹ࣘٙఙცӋdމ௴ி˜ᒝ™λ͛ݺϾʔрɢl
During the Year, the JPLs have held the creditors' meeting with creditors who have registered their rights and have formed the creditors' committee for consultation purposes and to assist the JPLs regarding the formulation of the debt restructuring plan. Any determination and implementation of such plan shall be subject to the agreement of the majority of creditors at the meeting and the orders granted by the Bermuda Court and the High Court. The Company will continue to maintain active communication with creditors and adopt practicable measures to unite the consensus of creditors in order to promote the implementation of the restructuring plan.
Validation order
Pursuant to Section 166(1) of the Bermuda Companies Act 1981, any disposition of the property of the Company, including things in action, and any transfer of shares of the Company (the "Shares"), or alteration in the status of the members of the Company, made after the commencement of the winding-up, shall, unless the Bermuda Court otherwise orders, be void. The Company has sought legal advice regarding the application for a validation order in respect of the transfer of Shares.
The Company wishes to update that, upon obtaining legal advice, it is advisable for the Company to apply for the validation order in Hong Kong. The Company is in the course of preparing such application for the Validation Order in Hong Kong and is expected to file with the High Court shortly. Further announcement(s) will be made by the Company to provide update on the outcome of the application.
PROSPECT
In 2020, the raging COVID-19 outbreak has spread across the world, hitting the world economy seriously. The magnesium industry was no exception. The supply and demand sides of the industry have faced severe challenges. With the coronavirus vaccine being promoted globally, the turning point of the pandemic is emerging and the global economy is gradually recovering. Then the magnesium alloy new materials will stimulate the market again by broadly applying to the new economy.
In 2021, the Company will be cautious on existing business development and strive to innovate the product/ production, technology, and marketing in practice. Besides, in order to further enhance the overall competitiveness and profitability of the Group, we will make consistent efforts to explore new-quality customers while retaining regular and loyal customers. And we will expand the market network so as to cater to the demand for new lightweight materials in the post-epidemic era. We are certain to devote our tireless efforts to build a better future for all.
̂༟ࣘ ̮ිʿৌ༟݁ഄ
͉ණྠٙɽεᅰุਕʹe༟ପʿࠋවѩ˸ಥʩeߕʩאɛ͏࿆ࠇ࠽f͉ණྠٙ࿕੬ৌ༟݁ഄމ၍ଣ ࠠɽ࿆ٙࠬᎈɹԨਗ਼Ϟ̙ঐ࿁͉ණྠிϓࠠɽᅂᚤ࿆ٙࠬᎈࠥЇ௰Эfϋʫd͉ණྠԨೌආ БОлଟא࿆ҳዚݺਗf
྇ࡰᗫڷ
ɚཧɚཧϋɤɚ˜ɧɤɓ˚d͉ණྠ໌Ϟ 382 Τ྇ࡰ€ɚཧɓɘϋj 722 Τfৰᑚཇ̮d͉ණྠ͵މ྇ ࡰԶϋeᔼᐕڭᎈʿʮጐږഃՉ˼ڝ੭၅лf
˴ࠅࠬᎈʿʔࣦΪ९
͉ණྠٙৌਕًرeᐄ༶ุᐶʿุਕۃ౻̙ঐաՑၾ͉ණྠุਕٜટאගટᗫٙεࠬᎈʿʔࣦ Ϊ९ٙᅂᚤf˸ɨމ͉ණྠٝٙ˴ࠅࠬᎈʿʔࣦΪ९fৰɨ˖הΐ٫̮dאึπί͉ණྠԨ͊ٝ אͦۃ̙ঐʔࠠࠅШ˚ܝ̙ঐᜊࠠࠅٙՉ˼ࠬᎈʿʔࣦΪ९f
̹ఙࠬᎈ
̹ఙࠬᎈɗΪ̹ఙცӋeପۜᄆࣸeිଟʿлଟഃٙᜊਗdϾԴޮлঐɢաฦאᅂᚤ༺ϓุਕͦᅺٙ ঐɢٙࠬᎈf͉ණྠ၍ଣᄴ࿁༈ഃࠬᎈܵᚃʲ္છd˸ᆽڭঐʿࣛϞࣖમ՟ቇણ݄˸Ꮠ࿁f
ිଟࠬᎈ
͉ණྠ˴ࠅίʕʫήʿ࠰ಥᐄุਕd݂Ϥוաε၇̮ිࠬᎈd˴ࠅऒʿɛ͏࿆eಥʩʿߕʩf̮ ිࠬᎈ๕͊ԸਠุʹeʊᆽႩ༟ପʿࠋවd˸ʿ̮ᐄٙҳ༟ଋᕘf͉ණྠ၍ଣᄴཫಂ༈ഃุ ਕ̮࿆ٙࠬᎈଋᕘԨʔɽfΪϤd͉ණྠତࣛԨೌ࿁ә̮ිࠬᎈf
͉ණྠᏝ֛ಂᄲൖܵϞৰಥʩ˸̮ʘ࿆ʘݴਗ༟ପʿࠋව˸൙П̮ිࠬᎈԨ̀ࠅࣛϽᅇԴ͜࿁ әʈՈf
лଟࠬᎈ
࿁лࢹઽชۨପۜʿҳ༟d͉ණྠ˸ਗ࿒ਿʱؓՉлଟࠬᎈdԨϽᅇቇࣛீཀ၇˓ݬ˸Эϓ ͉˙ό၍ଣ༈ࠬᎈf
ڦ൲ࠬᎈ
͉ණྠɓٜ˸ԸɤʱࠠൖҢࡁ܄˒ٙڦ൲ࠬᎈf͉ණྠ၍ଣᄴʊબᛆᗫʈЪʃଡ଼dࠋபᔾ֛ڦ൲ࠢ ᕘdڦ൲ᄲҭʿՉ˼္છҏd˸ᆽڭમ՟༧ආણ݄ϗΫགྷಂවਕdϾ͉ණྠ̙࣬ኽӊɓ܄˒ۃٙ ʹাձڦ൲ֻᐶd֛ಂ൙ПʿᔳהϞ܄˒ٙሪ˒f
SUPPLEMENTARY INFORMATION
FOREIGN CURRENCIES AND TREASURY POLICY
Most of the Group's business transactions, assets and liabilities are denominated in Hong Kong dollars, United States dollars or Renminbi. The usual treasury policy of the Group is to manage significant currency exposure and minimize currency risk whenever it may have material impact to the Group. During the Year, the Group did not engage in any interest rate or currencies speculations.
EMPLOYEES RELATIONS
As at 31 December 2020, the Group has 382 employees (2019: 722 employees). In addition to remuneration, the Group also provides annual leave, medical insurance, provident fund and other fringe benefits for its staff.
KEY RISKS AND UNCERTAINTIES
Our Group's financial condition, results of operations, and business prospects may be affected by a number of risks and uncertainties directly or indirectly pertaining to our Group's businesses. The followings are the key risks and uncertainties identified by our Group. There may be other risks and uncertainties in addition to those shown below which are not known to our Group or which may not be material now but could turn out to be material in the future.
Market risks
Market risk is the risk that deteriorates profitability or affects ability to meet business objectives arising from the movement in market demand, product prices, foreign exchange rates, and interest rates. The management of our Group keeps continually monitoring these exposures closely to ensure appropriate measures are implemented on a timely and effective manner against such risks.
Exchange rate risk
The Group mainly operates in the Mainland China and Hong Kong and is exposed to foreign exchange risk arising from primarily with respect to Renminbi, Hong Kong Dollars and United States Dollars. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The Group's management does not expect the net foreign currency risk from these activities to be significant and hence, the Group does not presently hedge the foreign exchange risks.
The Group has planned to periodically reviews liquid assets and liabilities held in currencies other than Hong Kong Dollars to evaluate its foreign exchange risk exposure and consider the usage of hedging instruments when necessary.
Interest rate risk
For interest-sensitive products and investments, our Group analyses its interest rate exposure on a dynamic basis and considers managing this risk in a cost-effective manner when appropriate, through variety of means.
Credit risk
The Group has always been aware of the credit risk exposure of our customers. In order to minimise the credit risk, management of the Group has authorised a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. The procedures required that all clients were regularly assessed so that the Group could keep track of their transaction records and credit history.
ݴਗ༟ږࠬᎈ
࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ϋܓd͉ණྠᑦฦߒ 74,011,000 dಥʩdϾ࿚Ї༈˚d͉ණྠʘ ݴਗࠋව൴ཀՉݴਗ༟ପߒ 180,801,000 ಥʩfϤ̮dɚཧɚཧϋɤɚ˜ɧɤɓ˚d͉ණྠʘݴਗʿڢ ݴਗ࠾ಛʱйߒމ796,938,000 ಥʩʿ 75,381,000 ಥʩdϾՉତږʿତږഃᄆيසߒމ 36,104,000 ಥʩf༐ νৌਕజڌڝൗ 1 ה༱dࡊ͉ණྠʔঐᘪણԑ༟ږတԑՉږፄවਕdۆึቊաݴਗࠬᎈf
͉ʮ̡ԫʊᄲฐϽᅇ͉ණྠʘ͊Ըݴਗ༟ږًرfϞᗫ༉ઋ༱ৌਕజڌڝൗ 3f
ᐄ༶ࠬᎈ
ᐄ༶ࠬᎈܸΪʫҏeɛࡰאՓܓʔԑאॹ̰dאΪ̮ԫኬߧʘฦ̰ࠬᎈf၍ଣᐄ༶ࠬᎈʘப ਿ͉ɪ͟ණྠʿڝ᙮ʮ̡ٙᔖঐژࠋப္છձໝྼf͉ණྠʘ˴ࠅ̌ঐ݊࿁ᐄ༶ҏeᛆࠢʿි జ࣪ݖЪܸ̈ˏf၍ଣᄴਗ਼ึ֛ಂ൙П˴ࠅʘᐄ༶ࠬᎈʿุਕ೯࢝ה੭ԸٙᅂᚤdՓ֛Ꮠણ݄dҁ ഛʫછՓܓd˸ʿࣛϞࣖᏐ࿁ձᒒࠬᎈf
ҳ༟ࠬᎈ
ҳ༟ࠬᎈɗޢ֛މΪධ̮ίΪ९ᔷᜊኬߧОݔධҳ༟࿁ՉཫಂΫజಂַڗאҳ༟ΫజЭཫ ಂאҳ༟ධͦ೯͛ᑦฦ̙ٙঐf͉ණྠଉܵᚃකןุਕᗳۨձਜਹd࿁ණྠุਕ೯࢝ٙࠠࠅd ԨໝྼίϋܓࠠᓃʈЪਕʕfධͦҳ༟ٙ˴ࠅϽᅇΪ९މ̻ፅᗳҳ༟ʘࠬᎈʿΫజdΪϾࠬᎈ൙ Пɗҳ༟Ӕഄཀʕٙࠠࠅɓᐑf͉ණྠʊணͭቇٙҳ༟ධͦ൙ПձးᔖሜݟҏdԨึҭࡘҳ ༟ۃආБ༉ʱؓf͉ණྠʘҳ༟ධͦආܓึ֛ಂһอdԨΣԫ҅ිజf
ɛɢԶᏐʿव໌ɛʑʘࠬᎈ
ɛɢ༟๕၍ଣࠬᎈ˴ࠅܸ͉͟ණྠุਕ೯࢝Ԙd࿁ɛʑცӋࠗʲd ɰࠦ࿁Бุ࿁ɛʑٙዧडᘩن˸ʿɛࡰٙݴਗd͉ණྠ̙ঐࠦᑗא
πί䋠͊ঐϞࣖˏආʿ࣐वՈ௪ቇʿהცҦঐe᜕ʿʑঐʘ˴ࠅɛ ࡰʿɛʑ˸ৣΥุਕ೯࢝ٙࠬᎈdவԬ˴ࠅɛࡰʿɛʑѩ݊༺ߧҢ ࡁุਕͦᅺהცʘΪ९f͉ණྠਗ਼ึ֛ಂ࿁ᑚཇӻձዧᎸዚՓ ආБΌࠦʱؓdᎴʷᑚཇഐ˸ᆽڭࡰʈᑚཇஈ̹ఙΥଣ˥ ̻dԨՈϞᘩنɢfΝࣛdකןם໌ಬ༸dʔᓙ̂ྼ৷ॴ၍ଣ ᄴܝ௪ɛʑdԨ̋੶࿁ࡰʈٙӻ୕ʷdԶࡰʈʺᔖዚึ
ʿןᄱԫุۃd̾౮ԄλٙΆุ˖ʷf
Liquidity risk
During year ended 31 December 2020, the Group recorded loss of approximately HK$74,011,000, and, as of that date, the Group's current liabilities exceeded its current assets by approximately HK$180,801,000. Further, as at 31 December 2020, the Group's current and non-current borrowings amounted to approximately HK$796,938,000 and HK$75,381,000 while its cash and cash equivalents only amounted to approximately HK$36,104,000. As disclosed in note 1 to the financial statements, the Group is exposed to liquidity risk if it is not able to raise sufficient fund to meet its financial obligations.
The directors of the Company have given careful consideration to the future liquidity of the Group, details of which are set out in note 3 to the financial statements.
Operational risk
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. Responsibility for managing operational risks basically rests with functional departments of the Group and its subsidiaries. Key function of the Group is to guide their standard operating procedures, limits of authority and reporting framework. Our management will assess key operational exposures and effect raised in business development regularly, implement relevant measures and improve the internal control so that risk can be responded and mitigated on a timely and effective manner.
Investment risk
Investment risk can be defined as the likelihood of extension of its return period relative to the expected return or occurrence of losses on any particular investment attributable to changes of external factors. The Group is well aware of the importance of exploring various business opportunities and territories on a continual basis, and implemented this as the key task of the year. Key concern of projects investment framework will be balancing risk and return across different investments, and thus risk assessment is a core aspect of the investment decision process. Proper investment assessment and due diligence procedures have been set up and detailed analysis will be made before approving investments. Regular updates on the progress of the investments of our Group would be submitted to the Board.
MANPOWER AND RETENTION RISK
Manpower risk means huge demand for talents because of the Group's rapid business development while at the same time facing severe competition over specialists from the industry and turnover of manpower. Our Group may face the risk of not being able to recruit and retain key personnel and talents with appropriate and required skills, experience and competence to cope with the expansion of business which would meet with our business objectives. Our Group will periodically conduct a thorough analysis over its remuneration system, as well as incentive mechanism and optimize the compensation structure so as to ensure remuneration packages can align reasonably with market standard and maintain its competitiveness. Meanwhile, recruitment channels are broadened and the talent pool of senior management are strengthened, so as to further enhance the promotion opportunities and career path of employees. Systematic staff training are also being further enhanced to increase the overall effectiveness of training and the dissemination of corporate cultures and values.
ᐑྤ݁ഄʿڌତ
ᐑྤ݁ഄʿڌତ˴ࠅܸʕִ݁࿁ᐑڭج݁ഄٙࠠൖܓձฏ̋ᘌࣸٙ၍ࠅӋd͉ණྠʘڝ᙮ʮ ̡ʿอԻᒅΆุ͟ܔϓҳ༶ʊɮd̙ঐאਗ਼ึπίၾᚃ̨̈ٙᐑྤၾபࠅӋϞݔ၇ʔԑא ࢨ൷ٙઋرf͉ණྠʲᗫءᐑڭ݁ഄʿ̮ίΪ९ٙᜊਗ࿁ණྠุਕ೯࢝ה੭Ըٙᅂᚤd͉ණྠ˸࿁
ᐑྤࠋபձᄵБٟึபdߧɢҷഛʿڭܵՉᐄఙההίήᐑ ̙ܵᚃdးɢ፭ςϞᗫᐑڭʘجܛʿجdԨમ՟Ϟࣖણ݄ л͜eঐ๕ືߒʿᄻيಯˇf͉ණྠ˚੬ᐄ༶ʊમॶၠЍࡇ ᙄʿણ݄f༈ഃࡇᙄܼ̍༟๕Ϋϗeືߒঐ๕ણ݄ʿືߒ͜ ˥ഃБਗf
ྤʿٟਜʘڗಂ
፭ςجܛʿۆ ͉ණྠุٙਕ˴ࠅ͉͟ʮ̡ʕʫήٙڝ᙮ʮ̡ආБdϾ͉ʮ הɪ̹fΪϤd͉ණྠᐄ༶፭ςʕʫήʿ࠰ಥٙϞᗫجܛʿج
ϋɤɚ˜ɧɤɓ˚˟ϋܓʿٜЇ͉జѓ˚ಂdးҢࡁהٝd͉ණྠఱʕʫήʿ࠰ಥٙϞᗫجܛʿج dӚϞ೯ତࠠɽ༼ˀf
ၾࡰʈʿ˴ࠅܵ΅٫ʘᗫڷ
ɚཧɚཧϋɤɚ˜ɧɤɓ˚d͉ණྠה྇͜ʘࡰʈᅰͦߒމ 382 Τf͉ණྠ࣬ኽࡰʈʘڌତeʈЪ ᜕ձତ̹ࣛఙઋرࠈ֛־ഃʘᑚཇfࡰʈ၅лܼ̍ϋeᔼᐕڭᎈʿʮጐږഃf͉ණྠԨೌ೯͛О ኬߧ͍੬ุਕ༶Ъաᅂᚤʘ௶༟٧ॸא྇ࡰᗫڷʘࠠɽҷᜊfԫႩމ͉ණྠၾ྇ࡰᗫڷԄλf
͉ණྠͣၾਠุྫМeٰ؇eҳ༟٫ʿვБڭܵԄλᗫڷd݊Ңࡁ༺ϓڗჃͦᅺٙࠅ९fމəၾҢ ࡁٙܵ΅٫ၪܵʲٙᗫӻd͉ණྠʊՓ֛Ꮠٙҳ༟٫ᗫӻࠇྌdԨʔ֛ಂމʔΝܵ΅٫ᑘ፬Υቇ ٙਞၾݺਗdٰܼ̍؇ϋŊतйɽึeତఙϽ࿀eীึձ༩စഃഃf݂Ϥd৷ॴ၍ଣᄴึίቇ ઋرɨၾҢࡁٙܵ΅٫ආБԄλ๖ஷeቇࣛʹݴซجʿԮණྠ೯࢝௰อਗΣfಂʫd͉ණྠၾਠุ ྫМאვБʘගԨӚϞࠠɽٙ٧ॸf
ENVIRONMENTAL POLICIES AND PERFORMANCE
Environmental policies and performance mainly means that the PRC Government is paying increasing attention to environmental rules and policies and is imposing more stringent regulatory requirements. The Group's subsidiaries and newly acquired enterprises have been operating for a long while which might lag behind in certain environmental and duty requirements promulgated by the PRC Government. The Group monitors impact on business development closely raised from movements of environmental policy and external factors. Acting in an environmentally responsible manner and performing social responsibilities, the Group is committed to improving and maintaining the long term sustainability of the communities in which it operates. The Group endeavours to comply with laws and regulations regarding environmental protection and adopt effective measures to achieve efficient use of resources, energy saving and waste reduction. Green initiatives and measures have been adopted in daily operation of the Group. Such initiatives include recycling of resources, energy saving measures and water saving practices.
COMPLIANCE WITH LAWS AND REGULATIONS
The Group's operations are mainly carried out by the Company's subsidiaries in Mainland China while the Company is listed on the Hong Kong Stock Exchange. The Group's operations accordingly shall comply with relevant laws and regulations in Mainland China and Hong Kong. During the year ended 31 December 2020 and up to the date of this report, to the best of our knowledge, the Group has no material non-compliance with the relevant laws and regulations in Mainland China and Hong Kong.
RELATIONSHIP WITH EMPLOYEES AND KEY STAKEHOLDERS
The number of employees of the Group was approximately 382 as at 31 December 2020. The remuneration of employees was determined by the Group with reference to their performance, work experience and current market conditions. Employee benefits include annual leave, medical insurance and provident fund scheme. There has been no labour dispute or significant change in the relationship with the employees that affect the normal operations of the Group. The Directors believe that the Group maintains admirable relations with its employees.
Our Group understands that it is important to maintain good relationship with business partners, shareholders, investors and banks to achieve its long-term goals. To keep up with our key stakeholders closely, the Group has formulated corresponding scheme about investor relationship, and also holds tailored activities from time to time, such as annual/extraordinary general meetings, on-site visits, seminars and road-shows. Accordingly, our senior management has kept good communication, promptly exchanged ideas and shared business latest update about development of the Group with our stakeholders when appropriate. During the year, there was no material dispute between our Group and its business partners or banks.
ධͦ฿ᚎ ͣථͩᘤ
͉ණྠʘͣථͩᘤdЗʕΛ؍ͣʆ̹f༈ᘤఙ˸ᚣ˂කમ˙όЪdʔऒʿɰʔცࠅᕘ̮ਖઞ ʈdක೯ݺਗසऒʿᚣ˂කમࣛٙᔊਿܔʈdԨӚϞऒʿОήɨਖઞ˸ʿഐʈfʊකમ ʘͣථͩމ͉ණྠ͛ପږ᙮ᒝପۜʘࡡҿࣘfᘤఙٙЗໄቌڐ͉ණྠ͛ପਿήdࡡࣘٙ༶፩ϓ͉͵ ࿁ܘЭf ͉ණྠʘͣථͩᘤɗܲʕ༟๕ŊᎷඎʱᗳf࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚ٙПࠇ༟๕ඎձᎷඎd ܲʊකમඎϋࣨಯd̈௵ቱ༟๕ඎʿᎷඎf͉ණྠၾ˸ֻמᚣПၑணˢԨೌࠠɽᜊһf༈༟ ๕ඎʿᎷඎ͉͟ණྠʘʫήሯਖ਼ᄲࣨf࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ϋܓd͉ණྠԨೌ̈ପ ͣථͩfၾɚཧɓɘϋɤɚ˜ɧɤɓ˚ˢdͣථͩᘤϋʫٙ༟๕ඎʿᘤͩᎷඎԨೌࠠɽᜊਗf
࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ϋܓdͣථͩᘤΪකમݺਗପ͛ʘ˕̈ߒމཧಥʩdϾਖઞʿක೯ ݺਗʘ˕̈ۆމཧಥʩf
PROJECT OVERVIEW
Dolomite Mine
The Group's dolomite mine is situated in Baishan City, Jilin Province, the PRC. The mine is operated by open-pit method, and therefore no additional exploration works are involved or required. Only simple infrastructure works for open-pit mining are involved in the development activities, and no underground exploration or structural works are involved. The dolomite mined is raw material for producing magnesium products of the Group. The transportation cost for raw material is relatively low due to the close proximity of the mine to the production base of the Group.
The dolomite mine of the Group was reported under the Chinese resource/reserve categories. As at 31 December 2020, the anticipated resource and reserve volumes were determined based on the yearly reduction of quantity mined to calculate the remaining resource and reserve volumes. There is no material change in the assumptions of estimation by the Group as compared with those previously disclosed. The resource and reserve volumes was reviewed by the Group's internal geological experts. For the year ended 31 December 2020, there was no dolomite output. As compared with the state as at 31 December 2019, there was no material change in the resource estimate and ore reserve of the dolomite mine.
The expenditure incurred in mining activities of dolomite for the year ended 31 December 2020 were approximately HK$Nil while the expenditure incurred in exploration and development activities was HK$Nil.
Άุ၍طజѓ | |
CORPORATE GOVERNANCE REPORT | |
͉ʮ̡ႩΝԄλٙΆุ၍ط࿁͉ණ | The Company recognises the importance of good corporate |
ྠڗჃ೯࢝ʘࠠࠅdԨߧɢ͉ܲණ | governance to the long-term development of the Group and |
ྠהცᗆйeՓ֛eྼ݄ʿ̋੶Άุ | has devoted considerable efforts in identifying, formulating, |
၍ط੬f༐νɨ˖הࠑd͉ʮ̡ʊ | implementing and enhancing corporate governance practices |
ϓͭᗫ։ࡰึŊʃଡ଼։ࡰึԨમॶ | in accordance with the needs of the Group. As mentioned |
߰ʍʫ݁ഄd˸ҷഛʫ္છʿ̋ | below, the Company has established the relevant committees/ |
੶͉ණྠุਕ༶ЪʘீܓdਕӋڭ | sub-committee and adopted certain internal policies to improve |
ღՉܵʱ٫ʘлूf | internal controls and enhance transparency of business |
operation of the Group with a view to protect the interests of | |
its stakeholders. | |
Άุ၍ط੬ | CORPORATE GOVERNANCE PRACTICES |
࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ϋ | During the year ended 31 December 2020, the Company has |
ܓdৰʊ˜˴ࢩʿБ݁ᐼ™ʱמ | complied with the Code on Corporate Governance Practices |
ᚣʿ˸ɨᕎઋر̮d͉ʮ̡ɓٜ፭ς | (the "Code") as set out in Appendix 14 of the Rules Governing |
࠰ಥᑌΥʹהϞࠢʮ̡ᗇՎɪ̹ۆ | the Listing of Securities on the Stock Exchange of Hong |
€˜ɪ̹ۆ™ڝ14 ה༱ٙΆุ၍طς | Kong Limited (the "Listing Rules"), save for the deviations as |
ۆ€˜ς ۆ ™j | disclosed in "Chairman and Chief Executive Officer" section |
and as follows: | |
࣬ኽςۆૢ˖ୋ A.6.7 ૢdዹͭڢੂБ | Under code provision A.6.7, independent non-executive |
ԫʿՉ˼ڢੂБԫ͵̈ࢩٰ؇ | directors and other non-executive directors should also attend |
ɽึdԨʮ͍ήə༆ٰ؇จԈf | general meetings and develop a balanced understanding of the |
views of shareholders. |
ڢੂБԫ֗બʿڢੂБ ԫᗈਃႴ௹ɻ˄̻ɻΪஈଣ Չ˼ԫਕϾ͊ঐ̈ࢩɚཧɚཧ ϋʬ˜ɧɤ˚ᑘБٰٙ؇ɽึf
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Professor Meng Jian (being a non-executive Director) and Dr. Tam Wai Ho JP (being a non-executive Director) were unable to attend the general meetings held on 30 June 2020 as he was obliged to be away for other matters.
ԫආБᗇՎʹʘᅺςۆ | MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS |
͉ʮ̡ʊમॶɪ̹ۆڝ10ה༱Ϟᗫ | The Company has adopted the Model Code for Securities |
ԫආБᗇՎʹʘᅺςۆ€˜ᅺς | Transactions by Directors (the "Model Code") set out in |
ۆ™d͉ණྠϞᗫ͉ʮ̡ԫ€˜ԫ™ | Appendix 10 to the Listing Rules as the code of conduct of the |
ආБᗇՎʹʘБމςۆૢಛԨʔჅ | Group regarding securities transactions of the directors of |
ᅺςۆה֛ʘᅺfΣΌ | the Company (the "Directors") on terms no less exactly than |
ԫЪ̈Ոݟ༔ܝdΌԫᆽႩ | required standard set out in the Model Code. Having made |
ʊ࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ | specific enquiry of all Directors, all Directors confirmed that |
ϋܓ፭ςᅺςۆ֛ʘᅺf | they have complied with the required standard set out in the |
Model Code throughout the year ended 31 December 2020. |
ԫึ | THE BOARD |
ԫึତࣛ͟ɨΐʬΤԫଡ଼ϓj | Currently, the Board comprises the following six Directors: |
ੂБԫ | Executive Directors |
ӏ˰ઠ €˴ࢩࡒБ݁ᐼ | Shum Sai Chit (Chairman and Chief Executive Officer) |
ϫ᎑൴ | Chi Jing Chao |
ڢੂБԫ | Non-executive Director |
֗બ | Professor Meng Jian |
ዹͭڢੂБԫ | Independent Non-executive Directors |
ފ˖ | Kwong Ping Man |
ੵ͉ | Cheung Sound Poon |
ᗫᆇ௫ | Kwan Ngai Kit |
ԫึᔖঐ | Functions of the Board |
ԫึࠋபՓ֛͉ණྠʘഄଫʿ | The Board is responsible for formulating the overall strategies |
݁ഄeᏨীʿ္࿀͉ණྠʘৌਕڌତd | and policies of the Group, reviewing and monitoring its |
ܼ̍ᇜႡʿᄲҭৌਕజڌʿ္၍၍ଣ | financial performance, including preparing and approving |
ᄴʘ˚੬ᐄ༶ʈЪdϽᅇ͉ණྠίึࠇ | financial statements and overseeing operational matters of |
ʿৌਕිజᔖঐ˙ࠦٙ༟๕eࡰʈ༟ | the management, considering the adequacy of resources, |
ዝʿ᜕݊щԑd˸ʿ־ഃהટա | qualifications and experience of staff of the Group's accounting |
ʘሙʿཫၑ݊щ̂ԑf͉ණྠ | and financial reporting function and their training programmes |
ʘ˚੬ุਕ༶ЪʿБ݁ԫ֝ʹ͟၍ଣ | and budget. Daily business operations and administrative |
ᄴஈଣf | functions of the Group are delegated to the management. |
ԫึึᙄʿ੬ | Board meetings and practices |
ԫึ֛ಂᑘБึᙄdԫึึᙄӊ | The Board meets regularly and board meetings are held at |
ϋ௰ˇ̜ක̬ϣdɽߒӊ֙ɓϣf̜ක | least four times a year at approximately quarterly intervals. |
ԫึ֛ಂึᙄʘஷѓʿᙄѩึ | Notices and agenda of regular board meetings are served to |
ᙄۃЇˇɤ̬˂೯̈ʚהϞԫd˸ک | all Directors at least fourteen days before the meetings to |
הϞԫѩঐᙜ٤̈ࢩʿ̋ᙄධ | ensure that all Directors are given the opportunity to attend |
ͦfԫึ֛ಂึᙄʘึᙄ˖Їˇ | and to include matters in the agenda. Discussion materials |
ึᙄᑘБۃɧ˂೯ʚΌԫd | of regular board meetings are sent to all Directors for their |
˸Զ־ഃቡfԫึึᙄাʘڋ | study at least three days prior to the meetings. Draft minutes |
ᇃѩึܝʘΥଣࣛݬʫ೯ЇΌ | of board meetings are circulated to all Directors for review and |
ԫᄲቡʿԶจԈd˙Ъྼfึ | comments within a reasonable time after the meetings prior |
ᙄাʊ̂΅ʿ༉ήা༱ԫึ | to confirmation. Minutes are recorded in sufficient detail of the |
ɪהϽᅇʘԫධʿ༺ߧʘӔ֛f | matters considered by the Board and decisions reached. |
ԫึ €ᚃ ԫึึᙄʿ੬ €ᚃ
࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ʘ ৌ݁ϋܓʫd͉ʮ̡ᑘБཀʬϣԫ ึึᙄdԫԫึึᙄe։ࡰ ึึᙄʿٰ؇ɽึʘࡈйʘ̈ࢩଟν ɨj
THE BOARD (continued)
Board meetings and practices (continued)
During the year ended 31 December 2020, six board meetings were held by the Company, and the individual attendance rate of each Director at meetings of the Board, its committees and General Meetings is as follows:
ੂБԫ ӏ˰ઠ ϫ᎑൴
ڢੂБԫ ֗બ ᗈਃႴ˄̻ɻ#
ዹͭڢੂБԫ
ފ˖ ੵ͉ ᗫᆇ௫
Executive Directors Shum Sai Chit
Chi Jing Chao
Non-executive Directors Professor Meng Jian Tam Wai Ho, Samson JP#
Independent Non-executive Directors Kwong Ping Man Cheung Sound Poon Kwan Ngai Kit
#
ɚཧɚཧϋʬ˜ɧɤ˚ৗ
ԫึ ᄲࣨ։ࡰึ Τ։ࡰึ ᑚཇ։ࡰึ | ੂБ၍ଣ | |
ึᙄ ึᙄ ึᙄ ึᙄ | ։ࡰึ | ٰ؇ɽึ |
Executive | ||
Management | Members | |
Committee | General | |
Meetings | Meetings | |
- | 1/1 | |
- | 0/1 | |
- | 0/1 | |
- | 0/1 | |
- | 1/1 | |
- | 1/1 | |
- | 1/1 |
- -
6/6 6/6
6/6 2/3
- -
6/6 6/6 6/6
4/4 4/4 4/4
#
retired on 30 June 2020
1/1 1/1
- -
- -
- -
1/1 1/1
- 1/1
1/1
-
ܲɪ̹ۆୋ 3.10(1) ʿ (2) d˸ʿ3.10Aૢ | Pursuant to Rules 3.10(1) and (2), and 3.10A of the Listing |
ʘ֛d͉ʮ̡ʊ։ԑᅰͦʘዹͭ | Rules, sufficient number of Independent Non-executive |
ڢੂБԫdϾዹͭڢੂБԫʕ͵ | Directors have been appointed and at least one of the |
ЇˇϞɓΤՈ௪ቇึࠇאϞᗫৌਕ | remaining Independent Non-executive Directors has |
၍ଣਖ਼ڗfԫึʊϗՑዹͭڢੂ | appropriate accounting or related financial management |
Бԫ࣬ኽɪ̹ۆୋ 3.13ૢఱՉዹͭ | expertise The Board has received annual confirmation of |
ϾࡈйЪ̈ʘϋܓᆽႩՌf | independence from each of its Independent Non-executive |
Directors as required under Rule 3.13 of the Listing Rules. | |
ԫึϓࡰʘගԨೌπίܼ̍ৌਕeุ | There is no financial, business, family or other material/ |
ਕe᙮אՉ˼ࠠɽŊᗫٙᗫڷf | relevant relationships among members of the Board. |
ԫึ €ᚃ | |
THE BOARD (continued) | |
ԫʘܵᚃਖ਼ุ೯࢝ | Directors' Continuous Professional Development |
͉ʮ̡ʔࣛΣԫԶϞᗫɪ̹ۆe | The Company updates the Directors of the latest changes |
ʮ̡ૢԷʿՉ˼ቇ္͜၍֛ʘ௰อ | in the Listing Rules, Companies Ordinance and other |
ᜊਗઋرfৰོᎸԫਞၾܵᚃਖ਼ุ | applicable regulatory requirements from time to time. Apart |
೯࢝ʘሙd˸һอʿʺ־ഃʘٝ | from encouraging the Directors to participate in continuous |
ᗆʿҦঐ̮d͉ʮ̡͵މԫτરၾ | professional development ("CPD") courses to refresh and |
БุϞᗫʘʫীึd˸ʿΣ־ഃ | enhance their knowledge and skills, the Company also |
ԶϞᗫԫபʘቡᛘҿࣘfהϞ | arranged an industry-related in-house seminar for the |
ԫʊΣ͉ʮ̡Զ־ഃ࿚Їɚཧ | Directors and provided them with reading materials relating to |
ɚཧϋɤɚ˜ɧɤɓ˚˟ϋʫʊટաʘ | the directors' duties. All Directors have provided the Company |
ߏf | with their records of training they received during the year |
ended 31 December 2020. | |
ԫ࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚ | A summary of the trainings participated by the Directors during |
˟ϋʫಀਞၾʘ฿ࠑνɨj | the year ended 31 December 2020 is as follows: |
ܵᚃਖ਼ุ೯࢝၇ᗳڝൗ | |
Types of continuous professional |
ԫ | |
ੂБԫ | |
ӏ˰ઠ | B |
ϫ᎑൴ | B |
ڢੂБԫ | |
֗બ | B |
ዹͭڢੂБԫ | |
ފ˖ | A ʿB |
A and B | |
ੵ͉ | A ʿB |
A and B | |
ᗫᆇ௫ | A ʿB |
A and B | |
ڝ ൗj |
Notes:
Directors
Executive Directors Shum Sai Chit
Chi Jing Chao
Non-executive Director Professor Meng Jian
Independent Non-executive Directors Kwong Ping Man
Cheung Sound Poon
Kwan Ngai Kit
development training Notes
A: | ̈ࢩᑺࢭאሙ | A: | Attending seminar(s) or training session(s) |
Bj | ቡᛘజe̊يʿϞᗫ͉ʮุ̡ਕאԫᔖப | B: | Reading newspaper, journals and updates relating to the Company's business |
ʿபeɪ̹ۆʿՉ˼ቇ္͜၍֛௰อ೯ | or directors' duties and responsibilities, the latest development of the Listing | ||
࢝ഃ˙ࠦٙ௰อ༟ࣘ | Rules and other applicable regulatory requirements, etc. |
Άุ၍طజѓ€ᚃ | |
CORPORATE GOVERNANCE REPORT (CONTINUED) | |
ԫึ €ᚃ | |
THE BOARD (continued) | |
Άุ၍طᔖঐ | Corporate Governance Functions |
ԫึࠋபܲՉ˜Άุ၍طᔖঐʘᔖᛆ | The Board is responsible for performing the following |
ᇍఖ™ᄵБ͉ʮ̡ɨΐΆุ၍طᔖਕj | corporate governance duties of the Company in accordance |
with the "Terms of Reference of Corporate Governance | |
Function" adopted by it: |
(a) Փ֛ʿᏨী͉ʮ̡ٙΆุ၍ط݁ ഄʿ੬dԨ̈Υቇܔᙄi
(a) to develop and review the Company' s policies and practices on corporate governance and make appropriate recommendations;
(b) Ꮸীʿ္࿀ԫʿ৷ॴ၍ଣɛࡰ ٙʿܵᚃਖ਼ุ೯࢝i
(b) to review and monitor the training and continuous professional development of Directors and senior management;
(c) Ꮸীʿ္࿀͉ʮ̡ί፭ςجܛʿ ္၍֛˙ࠦٙ݁ഄʿ੬i
(c) to review and monitor the Company's policies and practices on compliance with legal and regulatory requirements;
(d) Փ֛eᏨীʿ္࿀ቇ྇͜ࡰʿ ԫٙςۆiʿ
(d) to develop, review and monitor the code of conduct applicable to employees and Directors; and
(e) Ꮸী͉ʮ̡፭ς༈ςۆٙઋرʿ ίΆุ၍طజѓ'ʫٙמᚣf
(e) to review the Company's compliance with the Code and disclosure in the Corporate Governance Report.
ΫᚥϋʫdԫึʊᄵБ˸ɨΆุ၍ طᔖਕj
During the year under review, the Board has performed the following corporate governance duties:
• ᄲҭ༱͉ʮ̡ɚཧɓɘϋϋ జѓʫʘΆุ၍طజѓٙʫ࢙i
• Reviewed and approved the contents of the Corporate Governance Report included in the 2019 annual report of the Company;
• મॶ˜ԫึϓࡰεʩʷ݁ഄ™iʿ
• Adopted the "Board Diversity Policy"; and
• Ꮸী͉ණྠʘᑘజ݁ഄd˸ᆽڭ ࡰʈఱৌਕිజʿʫ္છഃ˙ ̙ࠦঐ೯͛ʘʔ͍Бމ̈ᗫ ءʘτરԑf
• Reviewed the Whistle-blowing Policy of the Group to ensure the arrangements for employees to raise concerns about possible improprieties in financial reporting and internal control, etc. were adequate.
Άุ၍طజѓ€ᚃ | |
CORPORATE GOVERNANCE REPORT (CONTINUED) | |
˴ࢩʿБ݁ᐼ | CHAIRMAN AND CHIEF EXECUTIVE OFFICER |
ၡટϫ၀ځɾɻɚཧɓɘϋৗБ | Subsequent to the retirement of Ms. Chi Bi Fen as Chief |
݁ᐼܝd˴ࢩࡒੂБԫӏ˰ઠ | Executive Officer in 2019, Mr. Shum Sai Chi, the chairman |
͛ᐏ։މ͉ʮ̡ʘБ݁ᐼf | and an executive Director, has been appointed as the Chief |
Executive Officer of the Company. | |
ӏ˰ઠ͛၍ଣ͉ʮ̡εϋԨᆞ͉ | Mr. Shum Sai Chit has numerous years of experience in the |
ණྠᐄ༶ٙࡈᐑືfԫึႩމӏ | management of the Company and is familiar with all aspects |
˰ઠ̙͛௷Б݁ᐼɓᔖf | of the Group's operations and the Board considers that Mr. |
Shum Sai Chit is well qualified to take up the role of the Chief | |
Executive Officer. | |
ӏ͛նމБ݁ᐼܝd͉ʮ̡ | Following the appointment of Mr. Shum as Chief Executive |
Ԩೌਜʱ˴ࢩʿБ݁ᐼdϾӏ͛ | Officer, the Company does not have a separate chairman and |
ΝࣛዄϤՇධᔖਕdΪϤၾɪ̹ | Chief Executive Officer and Mr. Shum holds both positions, in |
ۆڝɤ̬ה༱ʘ˜Άุ၍طςۆ™ς | which there is deviation to code provision A.2.1 of Corporate |
ۆ˖˖ୋ A.2.1 ૢϞהᕎf࣬ኽ༈ς | Governance Code as set out in Appendix 14 of the Listing Rules, |
ۆૢ˖d˴ࢩၾБ݁ᐼٙԉЍᏐʚ | which provides (among other matters) that the roles of the |
ਜʱdʔᏐ͟ɓɛΝࣛࡒfӏ͛І | chairman and the chief executive officer should be separate |
2015 ϋৎɓٜߧɢࠋபʮ̡ٙ၍ଣ | and should not be performed by the same individual. Mr. |
ʈЪdϾତࣛʘτર̙˸৷͉ʮ̡ | Shum Sai Chit had been in charge of the overall management |
ٙΆุӔഄʿੂБࣖଟdϞп͉ʮ̡ | of the Company since 2015 and the Company considered that |
ତචݬһ৷ࣖή೯࢝fԫึਗ਼ʔ | such arrangement would promote the efficient formulation |
ࣛᄲቡତϞݖdԨԫึႩމቇ | and implementation of the Company's strategies which would |
ࣛЪ̈̀ࠅτરf | enable the Group to further develop its businesses effectively |
at this stage. The Board will review the current structure from | |
time to time and shall make necessary arrangements when | |
the Board considers appropriate. | |
ڢੂБԫ | NON-EXECUTIVE DIRECTORS |
ڢੂБԫʿዹͭڢੂБԫʘ։ | The terms of appointment of the Non-executive Directors and |
ѩމϞܸ֛ಂdԨ࣬ኽ͉ʮ̡ʘ | the Independent Non-executive Directors are fixed for a specific |
ʮ̡ۆ€˜ʮ̡ۆ™ቃ࠽ৗʿࠠ | term, and shall be subject to retirement by rotation and re- |
፯f | election in accordance with the Bye-laws of the Company (the |
"Bye-laws"). |
Άุ၍طజѓ€ᚃ | |
CORPORATE GOVERNANCE REPORT (CONTINUED) | |
ԫึᒍɨʘ։ࡰึ | BOARD COMMITTEES |
ͦۃd͉ʮ̡ʊϓ̬ͭࡈ։ࡰึdʱй | Currently, the Company has set up four committees, namely |
މᄲࣨ։ࡰึeᑚཇ։ࡰึeΤ։ࡰ | the Audit Committee, the Remuneration Committee, the |
ึʿੂБ၍ଣ։ࡰึf։ࡰึʊᐏ | Nomination Committee and the Executive Management |
ԫึᔷબत֛ᛆɢ˸пԫึᄵ | Committee respectively. Each committee is delegated with |
БՉᔖਕʿ္છ͉ණྠत֛ᇍᖚʘԫ | specific authorities by the Board in assisting the Board to |
ਕf։ࡰึʘԉЍʿᔖঐ฿ࠑνɨj | discharge its duties and to administer particular aspects of the |
Group's activities. The roles and functions of each committee | |
are summarized below: | |
ᄲࣨ։ࡰึ | Audit Committee |
ᄲࣨ։ࡰึɓɘɘɘϋϓͭf͉ʮ̡ | The Audit Committee was established in 1999. The Company |
ʊ࣬ኽ༈ςۆʘςۆૢ˖ୋ C.3.3 ૢમ | has adopted Terms of Reference of the Audit Committee in |
ॶᄲࣨ։ࡰึʘᔖᛆᇍఖfᄲࣨ։ࡰ | compliance with code provision C.3.3 of the Code. The Audit |
ึ͟ɧΤዹͭڢੂБԫଡ଼ϓdу | Committee comprises three Independent Non-executive |
ފ˖͛€ᄲࣨ։ࡰึ˴ࢩeੵ͉ | Directors, namely Mr. Kwong Ping Man (chairman of the Audit |
͛ʿᗫᆇ௫͛f | Committee), Mr. Cheung Sound Poon and Mr. Kwan Ngai Kit. |
ᄲࣨ։ࡰึʘ˴ࠅᔖபމԶዹͭʿ | The principal responsibilities of the Audit Committee is to |
ਖ਼ุʘৌਕිజจԈe൙П͉ණྠʫ | provide an independent and professional advice on financial |
္છʘϓࣖ€ܼ͉̍ʮ̡ίึࠇʿৌ | reporting, to evaluate the effectiveness of internal control |
ਕිజᔖঐ˙ࠦʘ༟๕eࡰʈ༟ዝʿ | (including the adequacy of resources, qualifications and |
᜕d˸ʿ־ഃהટաʘሙʿ | experience of staff of the Company's accounting and financial |
ཫၑ݊щԑʿ̮ၾʫᄲࣨ݊щ | reporting function, and their training programmes and budget) |
̂ԑf | and the sufficiency of external and internal audits of the Group. |
ᄲࣨ։ࡰึ˴ࢩӊϣึᙄܝdѩึ | After each Audit Committee meeting, the chairman of the Audit |
Σԫึිజ༈։ࡰึীሞཀʘࠠࠅ | Committee will report to the Board of the significant issues |
ԫධd˸Զԫึٝʿ ŊאЪϽᅇf | discussed by the Committee for the Board's information and/or |
consideration. | |
ᄲࣨ։ࡰึ࿚Їɚཧɚཧϋɤɚ˜ɧ | The Audit Committee has held four meetings in the year ended |
ɤɓ˚˟ʘϋܓᑘБཀ̬ϣึᙄdՉ | 31 December 2020. The major tasks accomplished by it during |
ಂʫҁϓʘ˴ࠅʈЪ฿ࠑνɨj | the year are summarized below: |
• ᄲቡ࿚Їɚཧɓɘϋɤɚ˜ɧɤɓ ˚˟ϋܓʘ͋ಂุᐶʿ࿚Їɚཧ ɚཧϋʬ˜ɧɤ˚˟ʬࡈ˜ʘʕಂ ุᐶd˸ᆽڭ༈ഃৌਕజڌʫה મॶʘึࠇۆʿ੬d˸ʿה Ъ̈ʘמᚣѩމܦeᆽʿʮ ̻i
• Reviewed the final results for the period ended 31 December 2019 and the interim results for the six months ended 30 June 2020, and confirmed that the accounting principles and practices adopted as well as the disclosures made in such financial statements were appropriate, accurate and fair;
• ᄲቡʫ္છҏʿࠬᎈ၍ଣԫ ֝i
• Reviewed the internal control procedures and risk management matters;
Άุ၍طజѓ€ᚃ | |
CORPORATE GOVERNANCE REPORT (CONTINUED) | |
ԫึᒍɨʘ։ࡰึ €ᚃ | BOARD COMMITTEES (continued) |
ᄲࣨ։ࡰึ €ᚃ | Audit Committee (continued) |
• ၾࣨᅰࢪᆻਠ࿚Їɚཧɚཧϋɤ | • Discussed with the auditors on the scope of audit for the |
ɚ˜ɧɤɓ˚˟ϋܓʘᄲࣨᇍఖi | year ended 31 December 2020; and |
ʿ |
• Ꮸী͉ʮ̡ίึࠇʿৌਕිజᔖ ঐ˙ࠦʘ༟๕eࡰʈ༟ዝʿ᜕d ˸ʿ־ഃהટաʘሙʿཫ ၑ݊щԑf
• Reviewed the adequacy of resources, qualifications and experience of staff of the Company's accounting and financial reporting function, and their training programmes and budget.
ᄲࣨ։ࡰึʊᄲቡ͉ණྠ࿚Їɚཧɚ | The Audit Committee has reviewed the annual results of the |
ཧϋɤɚ˜ɧɤɓ˚˟ϋܓʘΌϋุ | Group for the year ended 31 December 2020. |
ᐶf | |
ᑚཇ։ࡰึ | Remuneration Committee |
ᑚཇ։ࡰึɓɘɘʬϋϓͭf͉ʮ̡ | The Remuneration Committee was established in 1996. The |
ʊ࣬ኽ༈ςۆʘςۆૢ˖ୋ B.1.2 ૢમ | Company has adopted Terms of Reference of the Remuneration |
ॶᑚཇ։ࡰึʘᔖᛆᇍఖfᑚཇ։ࡰ | Committee in compliance with code provision B.1.2 of the |
ึϓࡰܼ̍ੂБԫϫ᎑൴͛ʿՇ | Code. The Remuneration Committee comprises an Executive |
ΤዹͭڢੂБԫdуފ˖͛€ᑚ | Director, namely Mr. Chi Jing Chao and two Independent Non- |
ཇ։ࡰึ˴ࢩʿੵ͉͛f | executive Directors, namely Mr. Kwong Ping Man (chairman of |
the Remuneration Committee) and Mr. Cheung Sound Poon. | |
ᑚཇ։ࡰึਖ਼பఱ͉ʮ̡ԫʿ৷ᄴ၍ | The Remuneration Committee is responsible for making |
ଣɛࡰʘᑚཇ݁ഄʿݖΣԫึ | recommendations to the Board on the Company's policy |
̈ܔᙄfՉӊϋ௰ˇᑘБɓϣึᙄ˸ | and structure in relation to remuneration of the Directors |
Ꮸীʿᔾ֛ੂБԫʿ৷ᄴ၍ଣɛࡰ | and senior management of the Company. It schedules to |
ʘᑚཇʿ၅лd˸ʿΣԫึܔᙄڢ | meet at least once a year to review and determine the |
ੂБԫʘཇږfίᔾ֛ʿҭࡘ͉ʮ | remuneration packages of the Executive Directors and senior |
̡ԫʿ৷ᄴ၍ଣɛࡰʘᑚཇࣛdᑚ | management and to make recommendation to the Board of |
ཇ։ࡰึਗ਼Ͻᅇ˙ࠦΪ९ܼ̹̍ఙ | the remuneration of Non-executive Director. In determining |
ᘩنɢeࡈɛڌତʿ͉ʮ̡ၾՉุਕఊ | and approving the remuneration of Directors and senior |
Зʘޮлঐɢഃf | management of the Company, the Remuneration Committee |
will take into consideration of various factors such as market | |
competitiveness, individual performance and profitability of the | |
Company and its business units. | |
ᑚཇ։ࡰึ࿚Їɚཧɚཧϋɤɚ˜ɧ | The Remuneration Committee has held one meeting in the year |
ɤɓ˚˟ϋܓʫᑘБཀɓϣึᙄd˸Ꮸ | ended 31 December 2020 to review the existing remuneration |
ী͉ʮ̡ԫʿ৷ᄴ၍ଣɛࡰʘᑚཇ | policies of the Directors and senior management of the |
ܙ༾ഃԫ֝f | Company, etc. |
Άุ၍طజѓ€ᚃ | |
CORPORATE GOVERNANCE REPORT (CONTINUED) | |
ԫึᒍɨʘ։ࡰึ €ᚃ | BOARD COMMITTEES (continued) |
Τ։ࡰึ | Nomination Committee |
Τ։ࡰึɚཧɓɚϋϓͭd͉ʮ̡ | The Nomination Committee was established in 2012. The |
ʊਞϽ༈ςۆʘςۆૢ˖ୋ A.5.2 ૢમ | Company has adopted Terms of Reference of the Nomination |
ॶΤ։ࡰึʘᔖᛆᇍఖfΤ։ࡰึ | Committee with reference to code provision A.5.2 of the Code. |
ϓࡰܼ̍ੂБԫӏ˰ઠ͛€Τ։ | The Nomination Committee comprises an Executive Director, |
ࡰึ˴ࢩʿՇΤዹͭڢੂБԫdу | namely Mr. Shum Sai Chit (chairman of the Nomination |
ފ˖͛ʿᗫᆇ௫͛f | Committee) and two Independent Non-executive Directors, |
namely Mr. Kwong Ping Man and Mr. Kwan Ngai Kit. | |
Τ։ࡰึࠋபᏨীԫึʘݖeɛ | The Nomination Committee is responsible for reviewing the |
ᅰʿଡ଼ϓdيЍՈ௪Υቇ༟̙ࣸ̈ | structure, size and composition of the Board, identifying |
ԫʘɛɻԨఱԫʘ։אᚃΣ | individuals suitably qualified to become Directors and making |
ԫึЪ̈ܔᙄd൙ПዹͭڢੂБ | recommendations to the Board on the appointment or |
ԫʘዹͭd˸ʿ္࿀͉ʮ̡ԫึϓ | reappointment of Directors, assessing the independence of |
ࡰεʩʷ݁ഄʘੂБഃԫ֝f | the Independent Non-executive Directors and monitoring the |
implementation of the Board Diversity Policy of the Company. | |
Τ։ࡰึ࿚Їɚཧɚཧϋɤɚ˜ɧ | The Nomination Committee has held one meeting in the year |
ɤɓ˚˟ʘϋܓʫᑘБཀɓϣึᙄdஹ | ended 31 December 2020, together with by means of written |
Ν˸ࣣࠦӔᙄ˙όdᏨীʿஈଣ˸ɨ˴ | resolutions, to review and deal with the following major issues: |
ࠅԫධj |
• Ꮸীԫʘ༟ዝʿ᜕d˸ʿ ־ഃ͉ණྠʘԉЍʿᔖঐd˸ ᆽڭତࣛʘԫึݖୌΥ͉ණ ྠุٙਕ೯࢝הცiʿ
• Reviewed the qualifications and experiences of individual Directors as well as their roles and responsibilities in the Group to ensure the existing Board structure is fit for the business growth of the Group; and
• ᏨীତБʘԫึϓࡰεʩʷʘ ܓf
• Reviewed the degree of diversity of the existing Board.
ੂБ၍ଣ։ࡰึ | Executive management Committee |
ੂБ၍ଣ։ࡰึɚཧཧʞϋϓͭdࠈ | The Executive Management Committee was established in |
ϞࣣࠦᔖᛆᇍఖԨᐏԫึબᛆ˸˚ | 2005 with written terms of reference to operate as a general |
੬၍ଣ։ࡰึҖό༶ЪfͦۃdੂБ၍ | management committee under the authority of the Board. |
ଣ։ࡰึ͟ՇΤੂБԫଡ଼ϓdуӏ | Currently, the Executive Management Committee comprises |
˰ઠ͛€ੂБ၍ଣ։ࡰึ˴ࢩʿϫ | two Executive Directors, namely Mr. Shum Sai Chit (chairman |
᎑൴͛f | of the Executive Management Committee) and Mr. Chi Jing |
Chao. |
Άุ၍طజѓ€ᚃ | |
CORPORATE GOVERNANCE REPORT (CONTINUED) | |
ԫึϓࡰεʩʷ݁ഄ฿ࠅ | BOARD DIVERSITY POLICY SUMMARY |
͉ʮ̡ʊમॶԫึϓࡰεʩʷ݁ഄf | The Company has adopted the Board Diversity Policy. The |
͉ʮ̡ႩΝʿڦԫึϓࡰεʩʷ | Company recognises and embraces the benefits of diversity |
ה੭ԸٙλஈfהϞԫึϓࡰʘ։ | of its Board members. All Board appointments will be |
ѩ˸ঐ٫֢ʘʿ͜ɛਬʑމࡡۆdԨ | based on meritocracy and competence, and the candidates |
ਗ਼Ͻᅇࡉ፯ɛʘ߰ʍ܄ᝈᅺνj | will be considered against certain objective criteria such as |
йeϋᙧe˖ʷʿԃߠ౻e၇ૄeਖ਼ | gender, age, cultural and educational background, ethnicity, |
ุ༟ࣸeჯਹ᜕eҦঐeٝᗆʿ | professional qualifications, areas of experience, skills, |
ਕϋ༟ഃf௰Ӕ֛ਗ਼ܲᐏ፯٫ʘڗ | knowledge and length of services, etc. The ultimate decision |
ஈʿ̙މԫึ੭Ըʘ্ᘠЪԱᓥf | will be based on merits and contributions that the selected |
candidates will bring to the Board. | |
AUDITORS' REMUNERATION | |
࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ϋ | For the year ended 31 December 2020, the total remunerations |
ܓd͉ʮ̡ఱᄲࣨਕʿڢᄲࣨਕ | paid/payable by the Company to its external auditors in respect |
Ͼʊ˕˹ŊᏐ˕˹ʚՉ̮໌ࣨᅰࢪʘ | of the audit services and non-audit services are as follows: |
ཇږᐼᕘνɨj | |
ɷಥʩ |
ࣨᅰࢪཇږ
ਕᗳй | Types of services | HK$'000 |
ᄲࣨਕ | Audit services | 1,000 |
ᐼࠇ | Total | 1,000 |
ԫᇜႡৌਕజڌʘப |
DIRECTORS' RESPONSIBILITIES FOR PREPARATION OF THE | |
FINANCIAL STATEMENTS | |
ԫᆽႩ־ഃϞபᇜႡ̙ॆྼʿʮ | The Directors acknowledge their responsibilities for preparing |
̻ήˀ݈͉ණྠԫਕًرʿุᐶʘৌ | the financial statements which give a true and fair view of the |
ਕ జ ڌ f ࿚ Їɚཧɚཧ ϋɤɚ˜ɧɤ ɓ | state of the Group's affairs and results. The Group recorded a |
˚˟ϋܓd͉ණྠၝΥଋᑦฦߒ | consolidated net loss of approximately HK$74,011,000 for the |
74,011,000 ಥʩf | year ended 31 December 2020. |
͉ʮ̡ࣨᅰࢪఱՉ࿁ৌਕజڌʘజѓ | The statement of the auditors of the Company about their |
பᑊ༱͉ϋజѓୋ 53 Їୋ 57 | reporting responsibilities on the financial statements is set out |
ࠫʘ˜ዹͭࣨᅰࢪజѓ™ʫf | in the "Independent Auditor's Report" on pages 53 to 57 of this |
annual report. |
Άุ၍طజѓ€ᚃ | |
CORPORATE GOVERNANCE REPORT (CONTINUED) | |
ʮ̡।ࣣ | COMPANY SECRETARY |
Іɚཧɓʞϋɞ˜ɚɤ˚ৎdᅾ͏ | Since 20 August 2015, Mr. Fan Kwok Man, Raymond has been |
͛ᐏ։މʮ̡।ࣣfᅾ͛ܵϞ࠰ | appointed as the Company Secretary. Mr. Fan holds a Bachelor |
ಥʕ˖ɽኪબʘʈਠ၍ଣኪɻኪЗd | of Business Administration in Insurance, Financial and |
Ԩ˴ࡌڭᎈৌਕၾၚၑኪd־͵މ࠰ | Actuarial Analysis from the Chinese University of Hong Kong |
ಥึࠇࢪʮึึࡰdՈ௪གྷɤϋᄲࠇe | and he is member of the Hong Kong Institute of Certified Public |
ึࠇeৌਕ၍ଣʿΆุፄ༟᜕f | Accountants and has over 10 years of experience in auditing, |
accounting, financial management and corporate finance. | |
࣬ኽɪ̹ۆୋ3.29ૢdᅾ͛࿚Ї | According to Rule 3.29 of the Listing Rules, Mr. Fan has taken |
ɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ϋܓʫʊ | no less than 15 hours of relevant professional training during |
ਞၾʔˇ 15 ʃࣛٙᗫਖ਼ุf | the year ended 31 December 2020. |
ٰ؇ᛆл | SHAREHOLDERS' RIGHTS |
ٰ؇̜කٰ؇तйɽึ | Convention of Special General meeting |
࣬ኽʮ̡ۆୋ58ૢd̈කึࠅӋ | Pursuant to Bye-law 58 of the Bye-laws, Shareholders holding |
˚ܵϞϞᛆί͉ʮٰ̡؇ɽึҳୃ | at the date of deposit of the requisition not less than 10% of |
ʘ͉ʮ̡ྼᖮٰ͉ʔˇ10% ʘٰ؇d | the paid up capital of the Company carrying the right of voting |
ϞᛆᎇࣛΣԫึא͉ʮ̡।ࣣ೯̈ | at general meetings of the Company shall at all times have the |
ࣣࠦࠅӋdࠅӋԫึ̜කٰ؇तй | right, by written requisition to the Board or the Secretary of |
ɽึ˸ஈଣࣣࠦࠅӋʫܸ֛ʘОԫ | the Company, to require a special general meeting to be called |
ਕdϾ༈ഃึᙄϞᗫࠅӋ೯̈Ї | by the Board for the transaction of any business specified in |
͉ʮ̡ʘൗ̅፬ԫஈܝՇࡈ˜ʫᑘБf | such requisition; and such meeting shall be held within two |
νԫึ͊ঐટᐏϞᗫࠅӋܝɚɤ | months after the deposit of such requisition to the Company's |
ɓ˚ʫ̜කึᙄd೯̈ࠅӋ٫͉Ԓ̙ܲ | registered office. If within 21 days of such deposit the Board |
ϵᅉ༺ɓɘɞɓϋʮ̡ج€˜ʮ̡ج™ | fails to proceed to convene such meeting, the requisitionists |
ୋ74(3) ૢʘ֛̜කึᙄf | themselves may do so in accordance with the provisions |
of Section 74(3) of the Bermuda Companies Act 1981 (the | |
"Companies Act"). |
Άุ၍طజѓ€ᚃ | |
CORPORATE GOVERNANCE REPORT (CONTINUED) | |
ٰ؇ᛆл €ᚃ | SHAREHOLDERS' RIGHTS (continued) |
ٰ؇ɽึɪяᙄࣩ | Putting Forward Proposals at General meetings by Shareholders |
࣬ኽʮ̡جୋ79ʿ80ૢʘ֛d೮াٰ | Pursuant to Sections 79 and 80 of the Companies Act, |
؇Ϟᛆٰ؇ɽึɪяᙄࣩࡊ߰־ | registered Shareholders are entitled to put forward a proposal |
ഃj | at a general meeting if they: |
(a) ̈ࠅӋ˚Ц͉ʮ̡ᐼҳୃ ᛆʔˇ 5%iא
(a) represent not less than 5% of the total voting rights of the Company at the date of the deposit of the requisition; or
(b) މʔˇ 100 Зٙ೮াٰ؇f
(b) are not less than 100 registered Shareholders.
Ϟᗫٰ؇ᖦѼ༱Ϟ༈ਗᙄࣣٙࠦࠅ | The written requisition stating the resolution(s) should be |
Ӌd ஹΝʔε1,000 οᗫ༈ਗᙄה | duly signed by the registered Shareholder(s) concerned, |
ࠑԫ֝ʘࠑʹ͉ʮ̡ൗ̅፬ԫஈf | accompanied by a statement of not more than 1,000 words |
͉ʮ̡ટᐏϞࣖʘࣣࠦࠅӋܝdਗ਼ | with respect to the matter referred to in the proposed |
મ՟ቇБਗԨЪ̈הცτરdϞᗫ | resolution or the business to be dealt with must be deposited |
ٰ؇࣬ኽʮ̡جୋ 79ʿ80 ૢ˕˹ආ | at the Company's registered office. The Company would take |
Б༈ഃБਗʿτરהପ͛ʘක˕f | appropriate actions and make necessary arrangements. |
The Shareholder(s) concerned would be responsible for the | |
expenses incurred in giving effect thereto in accordance with | |
the requirements under Sections 79 and 80 of the Companies | |
Act once valid documents are received. | |
Enquiries from Shareholders | |
ԫึᛇڎٰ؇ఱ͉ණྠʘ၍ଣʿΆ | The Board welcomes views, enquires and concerns in relation |
ุ၍ط̈จԈeݟ༔ʿᗫءԫධf | to the management and corporate governance of the Group |
ٰ؇̙ᎇࣛீཀཥඉ (info@remt.com. | from Shareholders. Shareholders may at any time send their |
hk) eෂॆ((852) 2802 2697)אඉ˙ό | enquires and/or concerns to the Board in writing by email |
೯־ഃʘࣣࠦݟ༔ʿŊאᗫءԫධ | (info@remt.com.hk), by fax ((852) 2802 2697) or by mail to the |
Ї͉ʮ̡ʘ˴ࠅ፬ԫஈ༧ආf | principal place of business of the Company for follow up. |
Ϟᗫٰᛆݟ༔˙ࠦdٰ؇̙ᑌഖ͉ʮ | For shareholding enquiries, Shareholders may contact the |
̡ʘ࠰ಥٰ΅ཀ˒೮াʱஈʿᔷᜫ೮ | Hong Kong branch share registrar and transfer office of the |
াஈՙԳ।ࣣਠਕϞࠢʮ̡dήѧމ | Company, Tricor Secretaries Limited, at Level 54, Hopewell |
࠰ಥެΧɽ༸؇ 183Υձʕː54ᅽf | Centre, 183 Queen's Road East, Hong Kong. |
ኮ˖ | CONSTITUTIONAL DOCUMENT |
͉ʮ̡ʘଡ଼ᔌɽၤʿʮ̡ۆʊ | The Memorandum of Association and Bye-laws of the Company |
ɚཧɓɞϋʬ˜ɤɧ˚ί͉ʮ̡ʿ࠰ | was updated on the websites of the Company and The Stock |
ಥᑌΥʹהϞࠢʮ̡€˜ᑌʹה™ၣࠫ | Exchange of Hong Kong ("Stock Exchange") on 13 June 2018 |
һอd ༈ኮ˖ϋʫԨೌՉ˼һ | and there is no other change in such constitutional document |
ҷf | during the year. |
ٰ؇ݟ༔
Άุ၍طజѓ€ᚃ | |
CORPORATE GOVERNANCE REPORT (CONTINUED) | |
ࠬᎈ၍ଣʿʫ္છ | RISK MANAGEMENT AND INTERNAL CONTROLS |
ԫึΌᛆࠋபၪ͉ܵණྠʘࠬᎈ၍ | The Board has overall responsibilities for risk management |
ଣʿʫ္છfʫ္છӻ୕݊މ၍ | and internal control of the Group. The system of internal |
ଣʿಯЭ͊ঐᄵБᐄͦᅺʘࠬᎈd | control is designed to manage and mitigate the risk of failure to |
Ԩ࿁ࠠɽ፹Ⴌࠑאฦ̰ԶΥଣڭ | achieve business objectives with reasonable assurance against |
ᗇf | material misstatement or loss. |
ԫึʊఱ͉ණྠʘʫ္છӻ୕ʘ | The Board has conducted annual review of the effectiveness |
ϞࣖආБϋܓᏨীdᏨীᇍఖႊ | of the internal control system of the Group which covers the |
ࠬᎈ၍ଣ̌ঐeৌਕeᐄ༶ʿΥʘ | review of risk management functions, financial, operational and |
္છe͉ʮ̡ίึࠇʿৌਕිజᔖঐ | compliance controls, the adequacy of resources, qualifications |
˙ࠦٙ༟๕eࡰʈ༟ዝʿ᜕d˸ʿ־ | and experience of staff of the Company's accounting and |
ഃהટաʘሙʿཫၑ݊щ̂ԑ | financial reporting function and their training programmes and |
ഃfԫึႩމ͉ණྠʘʫ္છӻ | budget, etc.. The Board considered the internal control system |
୕ϞࣖϾԑf | of the Group effective and adequate. |
͉ʮ̡ʊՓࠈʫ࿇ऊࢹ݁ഄ˸ఱஈଣ | The Company have formulated an inside information policy |
ʫ࿇ऊࢹԶܸˏf͉ʮ̡֛ಂ፴ | providing guideline on handling inside information. The |
ԫʿ྇ࡰਕ፭ς͉ʮ̡ఱʫ࿇ऊ | Company regularly reminds the directors and employees |
ࢹהમॶٙהϞ݁ഄdܼ̍ఱ൯ር͉ | about compliance with all policies adopted by the Company |
ʮ̡ᗇՎϾ፭ςɪ̹ۆڝ 10ה༱ʘ | regarding inside information including the Model Code set out |
ᅺςۆf | in Appendix 10 of the Listing Rules in relation to dealings in |
securities of the Company. |
ҳ༟٫ᗫڷ | INVESTOR RELATIONS |
͉ණྠߧɢ̋੶ၾҳ༟٫ʘᗫڷdᄣ | The Group is committed to enhance investor relationship by |
͉̋ණྠҳ༟ޢٙீܓf | increasing its transparency to the investment community. |
͉ʮ̡ீཀ˸ɨ˙όΣҳ༟٫೯׳Ϟ | The following measures have been taken by the Company to |
ᗫ͉ණྠʘ௰อ೯࢝ਗΣʿऊࢹd˸ | keep investors informed of the latest developments and news of |
ʿڮආ͉ʮ̡ၾٰ؇ʘගٙʝ๖ஷj | the Group and to facilitate a two-way communication between |
the Company and its Shareholders: |
(a) ֛ಂΣٰ؇೯͉ʮ̡ʘʕಂజ ѓeϋజѓʿٰ؇ஷՌഃΆุ ஷৃ˖dԨɪ༱༈ഃ˖Ї͉ ʮ̡ʿᑌʹהၣࠫi
(a) Mailing corporate communication documents such as interim reports, annual reports and circulars to the Shareholders periodically and uploading the same on the websites of the Company and the Stock Exchange;
(b) ீཀ͉ʮ̡ʿᑌʹהၣࠫ̊೯ʮ бi
(b) Publishing announcements through the websites of the Company and the Stock Exchange;
(c) ί͉ʮ̡ၣࠫԶϞᗫ͉ʮ̡Ά ุʿପۜʘ༟ৃi
(c) Making available of the Company's corporate and products information on its website;
(d) ᑘ፬ٰ؇ɽึ˸کٰ؇ၾ͉ʮ̡ ၍ଣᄴ̙ٜટʹ౬จԈiʿ
(d) Organizing general meetings to facilitate direct exchange of views between the Shareholders and the management of the Company; and
(e) ོᎸҳ༟٫ீཀ͉ʮ̡ʘၣࠫၾ ͉ʮ̡ʔࣛආБஷৃf
(e) Encouraging investors to communicate with the Company through the Company's website from time to time.
ί͉ʮ̡ɚཧɚཧϋʬ˜ɧɤ˚ᑘБ | At the Company's last AGM held on 30 June 2020, all the |
ʘɪٰ֣؇ϋɽึɪdהϞᗫમ | resolutions relating to the adoption of financial statements, |
ॶৌਕజڌeࠠ፯ԫeᚃ໌ࣨᅰࢪ | re-election of Directors, reappointment of auditors and grant |
ʿબʚ೯БʿᒅΫٰ΅ʘɓছબᛆഃ | of general mandates to issue and repurchase shares have |
Ӕᙄࣩѩᐏஷཀf͉ʮ̡ਗ਼ࠈɚ | been duly passed. The forthcoming AGM of the Company is |
ཧɚɓϋʬ˜ɧɤ˚א͉ʮ̡ၣ१ʿᑌ | scheduled to be held on 30 June 2021 or any other dates as |
ʹהܝᚃ̊೯ʘආɓӉٰ؇ϋɽึ | specified in further notice of AGM meeting to be published on |
ஷѓההࠈʘОՉ˼˚ಂᑘБʦ | the websites of the Company and the Stock Exchange later. |
ٰ֣؇ϋɽึf |
ԫʿ৷ॴ၍ଣɛࡰᔊʧ
DIRECTORS AND SENIOR MANAGEMENT PROFILES
ੂБԫ | EXECUTIVE DIRECTORS |
ӏ˰ઠ͛ dʬɤɧ๋d͉ණྠ˴ࢩࡒ | Mr. SHUM Sai Chit, age 63, Chairman and Chief Executive |
Б݁ᐼfӏ͛ಀމ̙อϞࠢʮ̡ | Officer of the Group. Prior to joining the Group, Mr. Shum |
ԫᐼଣf̙อϞࠢʮ̡˴ࠅԫ५ | was the Managing Director of Go Modern Limited which was |
ᔌۜႡிձ൱ุਕfӏ͛ɓɘ | principally engaged in manufacturing of textile products and |
ɞ̬ϋ̋ɝ၅ܔ५ᔌۜආ̈ɹʮ̡d | trading activities. In 1984, Mr. Shum joined Fujian Textiles |
̈ଣdࠋப५ᔌۜٙආ̈ɹุਕ f | Import and Export Corporation as a Manager to oversee |
ӏ͛ଭุऊ൬ۜᄆࣸʿ୕ࠇਖ਼ุf | importing and exporting of textile products. Mr. Shum is a |
ӏ͛ତࣛ͵މ˰ߏජΈණྠછٰϞ | graduate of Consumer Product Pricing and Statistics. Mr. Shum |
ʮ̡€ٰ΅˾j509 ʘੂБԫf | is currently an executive director of Century Sunshine Group |
Holdings Limited (stock code: 509). | |
ϫ᎑൴͛dɧɤɞ๋dɚཧɓɘϋ | Mr. CHI Jing Chao, aged 38, was appointed as an executive |
ʬ˜ɚɤɖ˚ᐏ։މ͉ʮ̡ੂБ | director of the Company on 27 June 2019. Prior to his |
ԫfᐏ։ۃd־މ˰ߏජΈණྠ | appointment, he was the chief corporate affairs officer of |
છٰϞࠢʮ̡€ٰ΅˾j 509 ٙΆุ | Century Sunshine Group Holdings Limited (stock code: 509). |
ԫਕᐼ္dࠋபΆุԫਕfϫ | He was responsible for the overall corporate activities. Mr. Chi |
͛ኹϞགྷ 10 ϋΆุԫਕʈЪ᜕fϫ | has more than 10 years of experience in corporate affairs. Mr. |
͛ଭุৌਕၾБ݁၍ଣਖ਼ุfϫ | Chi is a graduate of Financial and Administrative Management. |
͛ɚཧཧ̬ϋɞ˜̋ɝ˰ߏජΈ | Mr. Chi has joined Century Sunshine Group Holdings Limited |
ණྠછٰϞࠢʮ̡fϫ͛މ͉ʮ̡ | since August 2004. Mr. Chi is the nephew of Mr. Chi Wen Fu, |
છٰٰ؇ϫ˖బ͛ٙɿf־ତࣛ | the substantial shareholders of the Company. He is currently an |
މ˰ߏජΈණྠછٰϞࠢʮ̡ੂБ | executive director of Century Sunshine Group Holdings Limited. |
ԫf | |
ڢੂБԫ | NON-EXECUTIVE DIRECTOR |
֗બ dʬɤ๋̬dତʕ߅ኪ | Professor MENG Jian, age 64, is a professor of State Key |
৫ڗ݆Ꮠ͜ʷኪӺהɺ༟๕л͜ | Laboratory for Rare Earth Resource Utilisation, Changchun |
ࠠᓃྼ᜕܃બiʕɺኪึո | Institute of Applied Chemistry of Chinese Academy of Science. |
߅ኪၾอҿࣘਖ਼ุ։ࡰึਓ˴iʕ | He is a deputy officer of Professional Committee of Solid |
ɺኪึʿʕϞЍږ᙮ኪึଣԫf | Science and New Materials of Chinese Society of Rare Earth. |
֗બމʕɺБุึʿʕᒝ | He is also a director of Chinese Society of Rare Earth and |
ਖ਼f֗બڗಂԫɺᒝΥږ | Nonferrous Metals Society of China. He is an expert of the |
อҿࣘක೯Ӻd࿁ʕɺᒝΥږ | Association of China Rare Earth Industry and China Magnesium |
ٙක೯ၾᏐ͜Ϟ߉্̈ٙᘠf֗બ | Association. Professor Meng has been engaging in research |
Λ؍ɽኪ̒ኬਖ਼ุଭุdܵϞʕ | and development of rare earth magnesium alloys and new |
߅ኪ৫ʷኪ၂ɻኪЗdԨ˚͉ | materials. He has contributed to the development and |
ᔮҦஔ߅ኪɽኪଉிdᐏʈ௹ɻ | application of rare earth magnesium alloys in China. Professor |
ኪЗf֗બତࣛ͵މ˰ߏජΈණྠ | Meng majored in semiconducting from Jilin University, and |
છٰϞʮ̡€ٰ΅˾j 509 ʘɺᒝ | holds a master's degree from the chemistry department of |
Υږਖ਼ࣩᚥਪf | Chinese Academy of Science. He holds a degree of doctor of |
Engineering from Toyohashi University of Technology, Japan. | |
Professor Meng is currently a consultant of Century Sunshine | |
Group Holdings Limited (stock code: 509) for rare earth | |
magnesium alloys projects. |
ԫʿ৷ॴ၍ଣɛࡰᔊʧ€ᚃ | |
DIRECTORS AND SENIOR MANAGEMENT PROFILES (CONTINUED) | |
ዹͭڢੂБԫ | INDEPENDENT NON-EXECUTIVE DIRECTORS |
ފ˖͛dʞɤʬ๋dତމዦ䇐Άุ | Mr. KWONG Ping Man, age 56, is a director of O'Park Corporate |
ਕϞࠢʮ̡ʘԫf༈ʮ̡ԫΆ | Services Limited which provides corporate advisory services. |
ุፔ༔ਕf͛εගʮ̡ዄ | Mr. Kwong had served as the chief financial officer of various |
ৌਕᐼ္ટڐ7ϋf͛ึࠇeৌ | companies for almost seven years. Mr. Kwong has over 15 |
ਕʿБ݁˙ࠦϞགྷ 15 ϋ᜕f͛ | years of experience in accounting, finance and administration. |
͵՟࠰ಥଣʈɽኪબʘਖ਼ุึࠇ | He obtained a master's degree in Professional Accounting |
ኪ၂ɻኪЗf͛މዦݲੂุึࠇ | from the Hong Kong Polytechnic University. He is a member |
ࢪʮึึࡰʿ࠰ಥึࠇࢪʮึ༟ଉึ | of the Australian Society of Certified Practising Accountants, |
ࡰd͵މ࠰ಥʮ̡।ࣣʮึึɻf | fellow member of the Hong Kong Institute of Certified Public |
͛ତࣛމࡥ€ʕછٰϞࠢʮ̡€ٰ | Accountants, and associate member of the Hong Kong Institute |
΅˾j 1181eᎲެණྠછٰϞࠢʮ̡ | of Company Secretaries. Mr. Kwong is currently an independent |
€ٰ΅˾j 8493ʿԳછٰϞࠢʮ̡ | non-executive director of Tang Palace (China) Holdings Limited |
€ٰ΅˾j 3789 ʘዹͭڢੂБԫf | (Stock Code: 1181), Dragon King Group Holdings Limited (Stock |
Code: 8493) and Royal Deluxe Holdings Limited (Stock Code: | |
3789). | |
ੵ͉͛ dʬɤ๋dତெ੦ึࠇ | Mr. CHEUNG Sound Poon, age 60, is currently a senior audit |
ࢪБ৷ॴࣨᅰଣfੵ͛ಀ Gary | manager at Chui & Kwok (CPA). He was an audit senior at |
W.K. Yam & Co. (CPA)ʘ৷ॴࣨᅰࢪf | Gary W. K. Yam & Co. (CPA). Mr. Cheung has over 35 years |
ੵ͛ኹϞགྷ 35 ϋึࠇʿࣨᅰ᜕f | of experience in accounting and auditing. He is currently an |
ੵ͛ତࣛމ˰ߏජΈණྠછٰϞʮ̡ | independent non-executive director of audit committee of |
€ٰ΅˾j 509 ʘዹͭڢੂБԫࡒ | Century Sunshine Group Holdings Limited (stock code: 509). |
ᄲࣨ։ࡰึϓࡰf | |
ᗫᆇ௫͛d̬ɤɓ๋dତމତ˾˫߅ | Mr. KWAN Ngai Kit, aged 41, is currently the chief financial |
ණྠϞࠢʮ̡€ٰ΅˾j 3600 ٙৌਕ | officer and the company secretary of Modern Dental Group |
ᐼ္ʿʮ̡।ࣣfᗫ͛ᄲࠇ˙ࠦ | Limited (Stock Code: 3600). Mr. Kwan has over 10 years' |
ጐགྷ 10 ϋ᜕f־ಀމτ͑ึࠇࢪԫ | experience in auditing. He was a senior manager in assurance |
ਕהᄲࠇژٙ৷ॴଣf־މ࠰ಥ | department of Ernst & Young. He is a member of the Hong |
ึࠇࢪʮึึࡰʿतʮႩึࠇࢪʮ | Kong Institute of Certified Public Accountants and a fellow |
ึ༟ଉึࡰfᗫ͛ܵϞ࠰ಥʕ˖ɽ | member of the Association of Chartered Certified Accountants. |
ኪٙʈਠ၍ଣ၂ɻኪЗʿ࠰ಥଣʈɽ | Mr. Kwan holds a MBA degree from The Chinese University |
ኪึࠇኪኪɻኪЗfᗫٜ͛Їɚཧ | of Hong Kong and a Bachelor's degree in Accountancy from |
ɚཧϋɤɚ˜ɧɤ˚ۃዄᆀ༷߅Ҧછ | The Hong Kong Polytechnic University. Mr. Kwan was an |
ٰϞࠢʮ̡€ٰ΅˾j 1089 ʘዹͭڢ | independent non-executive director of Leyou Technologies |
ੂБԫfᗫ͛ତࣛމԭݲྼุණ | Holdings Limited (Stock Code: 1089) until 31 December 2020. |
ྠ€છٰϞࠢʮ̡€ٰ΅˾j1737ʿ | Mr. Kwan is currently an independent non-executive director |
ᓿܔᅃණྠછٰϞࠢʮ̡€ٰ΅˾j | of A & S Group (Holdings) Limited (Stock Code: 1737) and Lai |
8455f | Group Holding Company Limited (Stock Code: 8455). |
ԫʿ৷ॴ၍ଣɛࡰᔊʧ€ᚃ
DIRECTORS AND SENIOR MANAGEMENT PROFILES (CONTINUED)
৷ॴ၍ଣɛࡰ | SENIOR MANAGEMENT |
ኁ˂ʩ͛dʞɤʬ๋dਖ਼ப͉ණྠΆ | Mr. LU Tianyuan, age 56, is responsible for the corporate |
ุԫਕ၍ଣdኁ͛ଭุဏႧԊ˖ | affairs management of the Group. Mr. Lu is a graduate of |
ኪਖ਼ุdࢪf־Άุԫਕ၍ଣ | Chinese Language and Literature and is an economist. He |
˙ࠦኹϞགྷ15 ϋᗫ᜕d̋ɝ͉ණྠ | has over 15 years of relevant experience in corporate affairs |
ۃdಀݔ᚛ΥږɽۨΆุʈЪགྷ 25 | management. Prior to joining the Group, he has worked in a |
ϋfɚཧɓʞϋ̋ɝ͉ණྠf | large alloy enterprise for over 25 years. He joined the Group |
in 2015. | |
ϡอᎲ͛d̬ɤ๋̬dࠋப͉ණྠᒝ | Mr. ZHU Xinlong, age 44, is responsible for production, |
ପۜ͛ପᐄձପۜ೯fϡ͛ί | operation, and research and development of the products. |
ږ᙮ᒝБุՈϞ൴ཀ 20ϋྼስ᜕dኸ | Mr. Zhu has more than 20 years of experience in magnesium |
ڗږ᙮ᒝձᒝΥږ͛ପʈᖵձଡ଼ᔌ | industry, specializing in the production process and |
၍ଣdڗಂਕږ᙮ᒝձᒝΥږٙ | organization management of magnesium and magnesium |
ʕΆุfɚཧɓɘϋ̋ɝ͉ණྠf | alloys. He has long served in magnesium and magnesium |
alloys enterprises in China. He joined the Group in 2019. |
ԫึజѓ
REPORT OF THE DIRECTORS
ԫึяజ࿚Їɚཧɚཧϋɤɚ˜ɧɤ ɓ˚˟ϋܓʘజѓʿᄲࣨৌਕజڌf
The Board presents their report and the audited financial statements for the year ended 31 December 2020.
˴ࠅุਕʿุਕΫᚥ ͉ʮ̡މҳ༟છٰʮ̡dՉ˴ࠅڝ᙮ ʮ̡ʘุਕ༱ΐৌਕజڌڝൗ 1f
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW
The Company acts as an investment holding company. The activities of its principal subsidiaries is set out in note 1 to the financial statements, respectively.
࣬ኽ࠰ಥʮ̡ૢԷڝڌ 5 ֛dఱ༈ഃ ุਕʘආɓӉীሞʿʱؓ€ܼ͉̍ණྠ ࠦ࿁ʘ˴ࠅࠬᎈʿʔᆽ֛ʘࠑʿ ͉ණྠุਕ̙ঐʘ͊Ը೯࢝༦༱ ͉ϋజୋ 10 ࠫЇୋ 25 ࠫʘ˜၍ଣᄴীሞ ʿʱؓ™f༈ীሞϓ͉˜ԫึజѓ™ ʘɓʱf
Further discussion and analysis of these activities as required by Schedule 5 to the Hong Kong Companies Ordinance, including a description of the principal risks and uncertainties facing the Group and an indication of likely future development in the Group's business, can be found in the Management Discussion and Analysis set out on pages 10 to 25 of this annual report. This discussion forms part of this directors' report.
ᐑྤ݁ഄʿڌତ
͉ණྠᆽႩᐑྤڭᚐ࿁͉ණྠʘڗಂ ೯࢝Їᗫࠠࠅfމਗ਼࿁ᐑྤᅂᚤࠥЇ ௰Эd͉ණྠਗ਼ܵᚃʔࣛᄲቡʿҷආ၍ ଣ੬ʘྼࣖf˜ᐑྤeٟึʿ၍طజ ѓ™ਗ਼ɚཧɚɓϋɖ˜אʘۃ೯бf ༉ઋሗਞቡ͉ʮ̡ၣ१f
ENVIRONMENTAL POLICIES AND PERFORMANCE
The Group recognises environmental protection is of vital importance to the long-term development of the Group. In order to minimise the environmental impact, the Group will continue to review and improve the effectiveness of its management practices from time to time. "Environmental, Social and Governance Report" will be published on or before July 2021. For details, please refer to the Company's website.
ุᐶʿʱৣ
͉ණྠ࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚ ˟ϋܓʘᑦฦdʿ͉ණྠ༈˚ʘৌ ਕًر༱ΐୋ 58 ࠫЇୋ 162 ࠫʘৌਕ జڌf ͉ʮ̡ΫᚥϋܓʫԨೌݼ೯ʕಂٰ ࢹfԫึʔܔᙄΣٰ؇ݼ೯࿚Їɚ ཧɚཧϋɤɚ˜ɧɤɓ˚˟ϋܓʘ͋ಂ ٰࢹf͉ණྠɚཧɚཧϋɤɚ˜ɧɤ ɓ˚˟ʘڭव๐лߒމ 696,288,000ಥ ʩf
RESULTS AND APPROPRIATIONS
The Group's loss for the year ended 31 December 2020 and the Group's financial position at that date are set out in the financial statements on pages 58 to 162.
No interim dividend was paid by the Company during the year under review. No payment of final dividend to Shareholders is recommended for the year ended 31 December 2020. The retained earnings of the Group as at 31 December 2020 was approximately HK$696,288,000.
ԫึజѓ€ᚃ
REPORT OF THE DIRECTORS (CONTINUED)
˴ࠅ܄˒ʿԶᏐਠ
࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ϋ ܓj
MAJOR CUSTOMERS AND SUPPLIERS
For the year ended 31 December 2020:
(i) ͉ණྠʘ௰ɽ܄˒ʿۃʞɽ܄˒ ʱйЦ͉ණྠᐼϗɝʘ 13.2% ʿ 38.5% f
(i) The Group's largest customer and the five largest customers accounted for 13.2% and 38.5% respectively of the Group's total revenue.
(ii) ͉ණྠʘ௰ɽԶᏐਠʿۃʞɽ ԶᏐਠʱйЦ͉ණྠᐼમᒅᕘʘ 13.5% ʿ54.2%€Ԩʔܼ̍༟͉ሯ ʘમᒅධͦf
(ii) The Group's largest supplier and the five largest suppliers accounted for 13.5% and 54.2% respectively of the Group's total purchases (not including purchases of items which are of capital in nature).
ኽԫึהə༆d͉ʮ̡ʘԫeՉᑌ | According to the understanding of the Board, none of the |
ᖩɛɻʿОኹϞ͉ʮٰ̡͉൴ཀ 5% | Directors, their associates or any Shareholders who owned |
ʘٰ؇ԨೌܵϞۃʞɽ܄˒ʿۃʞɽ | more than 5% of the Company's share capital had any interest |
ԶᏐਠʘОᛆूf | in the five largest customers or the five largest suppliers. |
ৌਕ༟ࣘࠅ | SUMMARY FINANCIAL INFORMATION |
ІᄲࣨʘৌਕజڌdϞᗫཀ̘ʞ | A summary of the published results and assets, liabilities, and |
ࡈৌ݁ϋܓʮбʘุᐶʿ༟ପeࠋවe | non-controlling interests of the Group for the last five financial |
ʿڢછՓᛆूٙࠅ༱ΐୋ 163Ї | years, as extracted from the audited financial statements |
164 ࠫf༈ࠅԨʔϓᄲࣨৌਕజ | and restated as appropriate, is set out on page 163 to 164. |
ڌٙɓʱf | This summary does not form part of the audited financial |
statements. | |
ٰ͉ | SHARE CAPITAL |
ৰৌਕజڌڝൗ 29 ڝהמᚣ٫̮d͉ | Except as disclosed in the note 29 to the financial statements, |
ʮٰ̡͉ϋʫ฿ೌᜊਗf | there were no movements in the Company's share capital |
during the year. | |
̙ԶʱݼᎷ௪ | DISTRIBUTABLE RESERVES |
ɚཧɚཧϋɤɚ˜ɧɤɓ˚d͉ʮ | As at 31 December 2020, the Company's reserves available for |
̡̙ԶʱݼᎷ௪€࣬ኽϵᅉ༺ɓɘɞɓ | distribution, calculated in accordance with the Companies Act |
ϋ ʮ ̡ ج€ ࡌ ࠈ€˜ʮ ̡ ج ™ࠇ ၑމ | 1981 of Bermuda (as amended) ("Companies Act") amounted to |
1,003,291,000 ಥʩf࣬ኽʮ̡جd͉ʮ | HK$1,003,291,000. Under the Companies Act, the Company's |
̡ٙྼᖮޮቱ͵̙Զʱݼʚٰ؇fνึ | contributed surplus is also available for distribution to the |
ኬߧ͉ʮ̡ೌجᎵᒔՑಂࠋවאՉ༟ | Shareholders. No dividend shall be paid or distribution made |
ପ̙ٙᜊତᄆ࠽ΪϤЭՉࠋවdۆʔ | out of contributed surplus if to do so would render the |
ึ˸ྼᖮޮቱݼ˹ٰࢹאЪ̈ʱݼf | Company unable to pay its liabilities as they become due or |
the realisable value of its assets would thereby become less | |
than its liabilities. |
ԫึజѓ€ᚃ | |
REPORT OF THE DIRECTORS (CONTINUED) | |
ԫʿԫਕΥߒ | DIRECTORS AND DIRECTORS' SERVICE CONTRACTS |
͉ϋʫʿ࿚Ї͉జѓ˚ಂ˟d͉ʮ̡ | The directors of the Company during the year and up to the |
ʘԫνɨj | date of this report were as follows: |
ੂБԫj | Executive Directors: |
ӏ˰ઠ €˴ࢩࡒБ݁ᐼ | Shum Sai Chit (Chairman and Chief Executive Officer) |
ϫ᎑൴ | Chi Jing Chao |
ڢੂБԫj | Non-executive Directors: |
֗બ | Professor Meng Jian |
ᗈਃႴ˄̻ɻ# | Tam Wai Ho, Samson JP# |
ዹͭڢੂБԫj | Independent Non-executive Directors: |
ފ˖ | Kwong Ping Man |
ੵ͉ | Cheung Sound Poon |
ᗫᆇ௫ | Kwan Ngai Kit |
#
ɚཧɚཧϋʬ˜ɧɤ˚ৗ
#
retired on 30 June 2020
࣬ኽʮ̡ۆୋ 87 ૢd֗બʿ | Pursuant to Bye-law 87 of the Bye-laws, Professor Meng Jian |
ފ˖͛ਗ਼ٰ؇ϋɽึɪৗd | and Mr. Kwong Ping Man will retire by rotation and, being |
ઓ־ѩୌΥ༟ࣸԨᗴจᑐ፯ஹf | eligible, offer himself for re-election at the AGM. |
ᐏܔᙄٰ؇ϋɽึɪᑐ፯ஹʘ | None of the Directors being proposed for re-election at the |
ԫ฿ೌၾ͉ණྠࠈ͉ͭණྠʔ̙ | AGM has a service contract with the Group which is not |
ɓϋʫˡሦᎵ€ج֛ሦᎵৰ̮Ͼ | determinable by the Group within one year without payment of |
˟ʘਕΥߒf | compensation, other than statutory compensation. |
ዹͭڢੂБԫʘዹͭ | INDEPENDENCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS |
͉ʮ̡ʊϗՑՉዹͭڢੂБԫd | The Company has received from each of its Independent Non- |
уފ˖͛eੵ͉͛ʿᗫᆇ௫ | executive Directors, namely Mr. Kwong Ping Man, Mr. Cheung |
͛࣬ኽɪ̹ۆୋ 3.13ૢఱᆽႩ־ഃ | Sound Poon and Mr. Kwan Ngai Kit, an annual confirmation |
ʘዹͭϾࡈй೯̈ٙϋܓᆽႩՌf | confirming their independence pursuant to Rule 3.13 of the |
Listing Rules. | |
ΪϤd͉ʮ̡ႩމዹͭڢੂБԫ | Accordingly, the Company considers all the Independent Non- |
ѩމዹͭɛɻf | executive Directors are independent. |
ԫึజѓ€ᚃ | |
REPORT OF THE DIRECTORS (CONTINUED) | |
ԫኹϞʘᗇՎᛆू | DIRECTORS' INTERESTS IN SECURITIES |
ɚཧɚཧ ϋɤɚ˜ɧɤ ɓ˚d࣬ ኽ ͉ | At 31 December 2020, the interests of the Directors and their |
ʮ̡ܲᗇՎʿಂૢԷୋ 352 ૢϾπໄ | associates in the shares and underlying shares of the Company |
ʘ೮া̅הা༱dא࣬ኽɪ̹ۆڝ | and its associated corporations (within the meaning of Part |
10ה༱ʘᅺςۆΣ͉ʮ̡ʿᑌʹה | XV of the Securities and Futures Ordinance (the "SFO")), as |
ה͡జdԫʿ־ഃʘᑌᖩɛɻ͉ | recorded in the register maintained by the Company under |
ʮ̡ʿՉᑌᖩʮ̡€່֛ԈᗇՎʿಂ | Section 352 of the SFO or as otherwise notified to the Company |
ૢ Է€˜ᗇ Վʿ ಂ ૢ Է™ୋ XV ኹ Ϟ | and the Stock Exchange pursuant to the Model Code set out |
ʘٰ΅ʿᗫٰ΅ʘᛆूνɨj | in Appendix 10 to the Listing Rules, were as follows: |
͉ʮٰ̡΅eᗫٰ΅ʿවՎ | Interests in the Shares, underlying shares and debenture of the |
ʘᛆू | Company |
ኹϞᛆूאൖމኹϞᛆूʘ౷ஷٰᅰͦ |
Number of ordinary shares interested or deemed to be interested
ԫ
Director
λࡑ
Long position ӏ˰ઠ
Shum Sai Chit ϫ᎑൴
Chi Jing Chao ֗
Meng Jian ފ˖
Kwong Ping Man ੵ͉
Cheung Sound Poon ᗫᆇ௫
Kwan Ngai Kit
૱ࡑ
Short position ೌ
Nil
ࡈɛᛆू
ܵϞ ૄᛆू ᒅٰᛆᅰͦ
Personal interestsFamily interests
- - -
- - -
-
-
- 4,000,000 €ڝൗ 1 (Note 1)
ʮ̡ᛆू
Ц ͉ʮ̡ ʊ೯Бٰ͉ ʘᛆू ᐼᕘ ฿ߒϵʱˢ
Number of options heldCorporate interests
Approximate percentage of interests in the issued share capital of the
TotalCompany
30,000,000 - - 0.46%
3,000,000 - - 0.05%
5,000,000 - - 0.08%
5,000,000 0.08%
5,000,000 - - 0.08%
5,000,000 - - 0.14%
ԫึజѓ€ᚃ | |
REPORT OF THE DIRECTORS (CONTINUED) | |
ԫኹϞʘᗇՎᛆू €ᚃ | DIRECTORS' INTERESTS IN SECURITIES (continued) |
͉ʮٰ̡΅eᗫٰ΅ʿවՎ | Interests in the Shares, underlying shares and debenture of the |
ʘᛆू €ᚃ | Company (continued) |
ڝ ൗj | Notes: |
1.
4,000,000 ٰ͉ʮٰ̡΅ɗ࣬ኽהܵᒅٰᛆ̙Σ ᗫᆇ௫͛ʘৣਅѐ˖ɾɻ೯Бʘᗫٰ΅ ᅰͦf
1.
4,000,000 shares in the Company are the number of the underlying shares which may be issued to Ms. Lee Man Ching, the spouse of Mr. Kwan Ngai Kit, under the options
ᑌجྠٰ΅ʘᛆू€λࡑ
Interests in the shares of associated corporations (long position)
ԫ֑Τ
Names of Directors
ӏ˰ઠ
Shum Sai Chit
ϫ᎑൴
Chi Jing Chao ੵ͉
Cheung Sound Poon ᗫᆇ௫
Kwan Ngai Kit
ᑌجྠΤ၈
Name of associated corporation
˰ߏජΈණྠછٰϞࠢʮ̡ €˜˰ ߏ ජ Έ™
Century Sunshine Group
Holdings Limited
("Century Sunshine")
Century Sunshine ˰ߏජΈ
Century Sunshine ˰ߏජΈ
Century Sunshine
˰ߏජΈ
ኹϞᛆूאൖމኹϞᛆूʘ౷ஷٰᅰͦ€λࡑ
Number of ordinary shares interested or deemed to be interested
(long position)
ࡈɛᛆू
ૄᛆू
Personal interestsFamily interests
14,666,305
-
- 1,633,998
-
-
-
-
Цᑌجྠ
הܵᒅٰᛆ ᅰͦ
Number of options held
20,000,000
8,000,000
5,000,000 4,000,000 €ڝൗ 1 (note 1)
ᐼᕘ
Total
ʊ೯Бʘٰ͉ ʘϵʱˢ % of issued share capital of associated corporation
34,666,305 0.76%
9,633,988 0.21%
5,000,000 0.11%
4,000,000 0.09%
ԫึజѓ€ᚃ | |
REPORT OF THE DIRECTORS (CONTINUED) | |
ԫኹϞʘᗇՎᛆू €ᚃ | DIRECTORS' INTERESTS IN SECURITIES (continued) |
ᑌجྠٰ΅ʘᛆू€λࡑ €ᚃ | Interests in the shares of associated corporations (long position) |
(continued) | |
ڝ ൗj | Notes: |
(1)
4,000,000 ٰ˰ߏජΈٰ΅ɗ̙Σᗫᆇ௫͛ʘ ৣਅѐ˖ɾɻ೯Бʘᗫٰ΅ᅰͦf
(1)
4,000,000 shares in Century Sunshine are the number of underlying shares which may be issued to Ms. Lee Man Ching, the spouse of Mr. Kwan Ngai Kit, under the options held.
ৰɪ˖המᚣ٫̮dɚཧɚཧϋɤɚ | Save as disclosed above, at 31 December 2020, none of |
˜ɧɤɓ˚dԫא־ഃʘᑌᖩɛɻ | the Directors or their associates had any interests or short |
฿ೌί͉ʮ̡אՉОᑌᖩʮ̡€່֛ | positions in the shares and underlying shares of the Company |
ԈᗇՎʿಂૢԷʘٰ΅ʿᗫٰ΅ | or any of its associated corporations as defined in the SFO. |
ʕኹϞОᛆूא૱ࡑf | |
ᒅٰᛆࠇྌ | SHARE OPTION SCHEME |
މіˏʿ࣐व௰ᎴӸ྇ࡰ˸˕͉ܵණ | In order to attract and retain the best quality employees for |
ྠʘุਕ೯࢝dԨΣᐏ፯ʘΥ༟ࣸਞ | the development of the Group's businesses and to provide |
ၾ٫Զᕘ̮ዧᎸאᆤᎸd͉ʮ̡ | additional incentives or rewards to selected qualifying |
ɚཧɓɖϋɤɚ˜̬˚મॶᒅٰᛆࠇྌ | participants, the Company adopted a share option scheme on |
€˜༈ࠇྌ™fΥ༟ࣸਞၾ٫˴ࠅܼ̍މ | 4 December 2017 (the "Scheme"). The qualifying participants |
͉ණྠЪ্̈ᘠʘ͉ණྠʿО˴ࠅ | mainly include employees and directors of the Group and |
ٰ؇ʘ྇ࡰאԫʿ͉ණྠᚥਪאፔ | any substantial shareholders, and the consultants or adviser, |
༔ɛɻeʱቖਠeו̍ਠeԶᏐਠe | distributors, contractors, suppliers, service providers, agent, |
ਕԶᏐਠe˾ଣe܄˒ʿุਕྫМfৰ | customer and business partner of the Group who have |
ڢ̤Бൗቖאࡌࠈd༈ࠇྌʘϞࣖಂ | contribution to the Group. The Scheme, unless otherwise |
މІՉϓͭ˚ಂৎࠇ10 ϋf༈ࠇྌʘ௵ | cancelled or amended, will remain in force for 10 years since |
ቱϋಂߒމ 7ϋ€ɚཧɚɖϋɤɚ˜̬ | its establishing date. The remaining life of the Scheme is |
˚ ֣ တf | approximately 7 years (expiry on 4 December 2027). |
ԫึజѓ€ᚃ | |
REPORT OF THE DIRECTORS (CONTINUED) | |
ᒅٰᛆࠇྌ €ᚃ | SHARE OPTION SCHEME (Continued) |
ɚཧɚཧϋɤɚ˜ɧɤɓ˚d༈ࠇྌ | As at 31 December 2020, options to subscribe for a total of |
ධɨ̙Ⴉᒅᐼᅰ 356,400,000 ٰٰ΅ʘ | 356,400,000 Shares were outstanding under the Scheme (the |
ᒅٰᛆ€˜ᒅٰᛆ™֠͊БԴf | "Options"). |
ɚཧɚཧϋ | ||||||
ɓ˜ɓ˚ | ϋʫબ̈ | ϋʫБԴ | ϋʫൗቖ | ϋʫ̰ࣖ | ɤɚ˜ɧɤɓ˚ | БԴᄆ |
ܵϞ | ʘᒅٰᛆ | ʘᒅٰᛆ | ʘᒅٰᛆ | ʘᒅٰᛆ | ܵϞ | €ڝ ൗ |
Options | Options | |||||
Held at | granted | Options exercised | Options cancelled | lapsed | Exercise | |
1 January | during | during | during | during | Held at | price |
2020 | the year | the year | the year | the year | 31 December 2020 | (note) |
ಥʩ | ||||||
HK$ | ||||||
- | - | - | - | 163,400,000 | 0.4 | |
- | - | - | (40,000,000) | - | 0.5 | |
- | (10,000,000) | - | - | 140,000,000 | 0.3 | |
- | - | - | - | 30,000,000 | 0.4 | |
- | - | - | - | 3,000,000 | 0.4 | |
- | - | - | - | 5,000,000 | 0.4 | |
- | - | - | (5,000,000) | - | 0.4 | |
- | - | - | - | 5,000,000 | 0.4 | |
- | - | - | - | 5,000,000 | 0.4 | |
- | - | - | - | 5,000,000 | 0.4 | |
- | - | - | (5,000,000) | 216,400,000 | 0.4 | |
- | - | - | (40,000,000) | - | 0.5 | |
- | (10,000,000) | - | - | 140,000,000 | 0.3 | |
- | (10,000,000) | - | (45,000,000) | 356,400,000 | - |
(A) ྇ࡰ
Employees
(B) ԫ
Directors ӏ˰ઠ
Shum Sai Chit ϫ᎑൴
Chi Jing Chao ֗
Meng Jian
ᗈਃႴ˄̻ɻ*
Tam Wai Ho, Samson JP*
ފ˖
Kwong Ping Man
ੵ͉
Cheung Sound Poon
ᗫᆇ௫
Kwan Ngai Kit
163,400,000 40,000,000 150,000,000
30,000,000 3,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000
221,400,000 40,000,000 150,000,000 411,400,000
* ɚཧɚཧϋʬ˜ɧɤ˚ৗ
*retired on 30 June 2020
ԫึజѓ€ᚃ | |
REPORT OF THE DIRECTORS (CONTINUED) | |
ԫʿ৷ॴ၍ଣᄴʘᄵዝ༉ઋ | DIRECTORS' AND SENIOR MANAGEMENT'S BIOGRAPHIES |
͉ʮ̡ԫʿ͉ණྠ৷ॴ၍ଣᄴʘᄵ | Biographical details of the directors of the Company and the |
ዝ༉ઋ༱ϋజୋ 40 Їୋ 42ࠫf | senior management of the Group are set out on pages 40 to |
42 of the annual report. | |
ԫᒅɝٰ΅אවՎʘᛆл | DEBENTURES |
ৰʊ˜ԫኹϞʘᗇՎᛆू™מᚣ̮d | Save as disclosed in "Directors' interests in securities", at no |
͉ʮ̡אՉОછٰʮ̡eڝ᙮ʮ̡ʿ | time during the year was the Company, or any of its holding |
Νӻڝ᙮ʮ̡͉ಂʫОࣛග฿ೌ | companies, subsidiaries and fellow subsidiaries a party to any |
Ъ̈Оτરdߧ˿ԫ̙ᔟᒅɝ͉ | arrangements to enable the Directors to acquire benefits by |
ʮ̡אՉ˼جɛྠʘٰ΅אවՎϾ | means of the acquisition of shares in, or debentures of, the |
ᐏूf | Company or any other body corporate. |
ԫཇږ | DIRECTORS' REMUNERATION |
ԫʘཇږɗٰ͟؇ٰ؇ɽึҭࡘf | The directors' fees are subject to shareholders' approval at |
Չ˼ཇږ͉͟ʮ̡ਞԫٙᔖபdப | general meetings. Other emoluments are determined by the |
ʿڌତd˸ʿ͉ණྠุٙᐶ͟ԫึ | Company's board of directors with reference to directors' |
ᔾ֛f | duties, responsibilities and performance and the results of the |
Group. | |
ᐏࡘʘᏎᎵૢ˖ | PERMITTED INDEMNITY PROVISION |
ఱԫʘபʘᐏࡘʘᏎᎵૢ˖€࣬ | During the year ended 31 December 2020, a permitted |
ኽʮ̡ૢԷ່֛࿚Їɚཧɚཧϋɤ | indemnity provision as defined in the Hong Kong Companies |
ɚ˜ɧɤɓ˚˟ϋܓʫ͛ࣖf | Ordinance was in force for an indemnity against liability |
incurred by the Directors. | |
ԫʹeτરאΥߒʘᛆ | DIRECTORS' INTERESTS IN TRANSACTIONS, ARRANGEMENTS OR |
ू | CONTRACTS |
ಂʫd฿ೌԫאԫʘϞᗫஹྼ | No Directors nor a connected entity of Directors had a material |
О͉ණྠϞᗫุਕʘࠠࠅʹe | interest, either directly or indirectly, in any transactions, |
τરאΥߒ€Չʕ͉ʮ̡ʘОછٰʮ | arrangements or contracts of significance to the business of |
̡eڝ᙮ʮ̡אΝӻڝ᙮ʮ̡މᖦߒ | the Group to which any of the Company's holding companies, |
˙ٜટאගટήኹϞࠠɽлूf | subsidiaries or fellow subsidiaries was a party during the year. |
ᒅ൯ëਯאᛙΫ͉ʮ̡ʘɪ | PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED |
̹ᗇՎ | SECURITIES |
࿚ Їɚཧɚཧ ϋɤɚ˜ɧɤ ɓ˚˟ϋܓd | Neither the Company nor any of its subsidiaries has purchased, |
͉ʮ̡אՉОڝ᙮ʮ̡฿ೌᒅ൯ë | sold or redeemed any listed securities of the Company during |
ਯאᛙΫ͉ʮ̡Оɪ̹ᗇՎf | the year ended 31 December 2020. |
ԫึజѓ€ᚃ
REPORT OF THE DIRECTORS (CONTINUED)
˴ࠅٰ؇ | SUBSTANTIAL SHAREHOLDERS |
ৰɪ˖מᚣϞᗫ߰ʍԫʘᛆू̮d | At 31 December 2020, the register of substantial shareholders |
ɚཧɚཧ ϋɤɚ˜ɧɤ ɓ˚d࣬ ኽ ͉ | kept by the Company pursuant to Section 336 of the SFO shows |
ʮ̡ܲᗇՎʿಂૢԷୋ 336 ૢϾπໄ | that other than the interests disclosed above in respect of |
ʘ˴ࠅٰ؇Τ̅הা༱dɨΐٰ؇ಀٝ | certain Directors, the following Shareholder had notified the |
ึ͉ʮ̡ኹϞ͉ʮ̡ʊ೯Бٰ͉ʕٙᛆ | Company of relevant interests and short positions in the issued |
ूձ૱ࡑj | share capital of the Company: |
Цʊ೯Б | |||
ٰ͉ʘϵʱˢ | |||
% of issued | |||
share capital | |||
Ming Xin Developments Limited €ڝൗ 1ʿ5(note 1 and 5) | 4,761,117,434 | (L) | 72.31 |
200,000,000 | (S) | 3.04 | |
New Bright Group Limited €ڝൗ 2 ʿ5(note 2 and 5) | 4,761,117,434 | (L) | 72.31 |
200,000,000 | (S) | 3.04 | |
˰ߏජΈණྠછٰϞࠢʮ̡€ڝൗ 3ʿ5 | 4,761,117,434 | (L) | 72.31 |
Century Sunshine Group Holdings Limited (note 3 and 5) | 200,000,000 | (S) | 3.04 |
ϫ˖బ€ڝൗ 4ʿ5 | 4,761,117,434 | (L) | 72.31 |
Chi Wen Fu (note 4 and 5) | 200,000,000 | (S) | 3.04 |
ڝ ൗj
(1) 4,761,117,434 ٰ͟Ming Xin Developments Limited ྼूኹϞf
(2) Ming Xin Developments Limited މ New Bright Group LimitedʘΌ༟ڝ᙮ʮ̡f݂ϤdఱᗇՎ ʿಂૢԷϾԊdNew Bright Group Limited ൖމኹϞMing Xin Developments LimitedኹϞᛆ ूʘΌٰ΅ʘᛆूf
(3) New Bright Group Limitedމ˰ߏජΈʘΌ༟ڝ ᙮ʮ̡f݂ϤdఱᗇՎʿಂૢԷϾԊd˰ߏ ජΈൖމኹϞMing Xin Developments Limited ኹϞᛆूʘΌٰ΅ʘᛆूf
(4) ϫ˖బ͛ί˰ߏජΈ€ Ming Xin Developments Limited ʘ௰છٰʮٰ̡؇ɽึɪછՓɧ ʱʘɓא˸ɪڌӔᛆf݂ϤdఱᗇՎʿಂ ૢԷϾԊdϫ˖బ͛ൖމኹϞ Ming Xin Developments LimitedኹϞᛆूʘΌٰ΅ʘᛆ ूf
(5) ɚཧɓɘϋɤɚ˜ɤɧ˚d˰ߏජΈණྠછٰ Ϟࠢʮ̡ʿMing Xin Developments Limited€Ъ މ બ ʚɛʿ Mega Prime Development Limited €ЪމಂᛆוબɛࠈͭႩᒅಂᛆᙄdኽ Ϥd༈બʚɛΝจΣ༈ಂᛆוબɛબ̈ϗᒅ 200,000,000 ٰٰ΅ʘᛆлʿಂᛆf
Note:
(1) 4,761,117,434 shares are beneficially owned by Ming Xin Developments Limited.
(2) Ming Xin Developments Limited is a wholly-owned subsidiary of New Bright Group Limited. As such, New Bright Group Limited is deemed to be interested in all the shares in which Ming Xin Developments is interested by virtue of the
SFO.
(3) New Bright Group Limited is a wholly-owned subsidiary of Century Sunshine. As such, Century Sunshine is deemed to be interested in all the shares in which Ming Xin Developments is interested by virtue of the SFO.
(4) Mr. Chi Wen Fu controls more than one-third or more of the voting power at general meetings of Century Sunshine (the ultimate holding company of Ming Xin Developments Limited). As such, Mr. Chi Wen Fu is deemed to be interested in all the shares in which Ming Xin Developments Limited is interested by virtue of the SFO.
(5) On 13 December 2019, Century Sunshine Group Holdings Limited and Ming Xin Developments Limited as grantors and Mega Prime Development Limited as optionee entered into the Call Option Agreement, pursuant to which the said grantors agreed to grant to the said optionee the right and option to acquire 200,000,000 Shares.
ԫึజѓ€ᚃ | |
REPORT OF THE DIRECTORS (CONTINUED) | |
˴ࠅٰ؇ €ᚃ | SUBSTANTIAL SHAREHOLDERS (Continued) |
ৰɪ˖המᚣ٫̮dɚཧɚཧϋɤɚ | Save as disclosed above, as at 31 December 2020, the |
˜ɧɤɓ˚d͉ʮ̡฿ೌટᐏОɛɻ | Company had not been notified by any persons who had |
ٝึ͉ʮٰ̡΅אᗫٰ΅ʕኹϞ | interests or short positions in the shares or underlying |
࣬ኽᗇՎʿಂૢԷΣ͉ʮ̡מᚣ | shares of the Company which would fall to be disclosed to the |
ʘᛆूא૱ࡑf | Company under the SFO. |
Ꮄᒅ൯ᛆ | PRE-EMPTIVE RIGHTS |
ʮ̡ۆאϵᅉ༺جԷԨೌОᎴ | There are no provisions for pre-emptive rights under the |
ᒅ൯ᛆʘૢ˖d֛͉ʮ̡ܲˢԷΣ | Bye-laws or the laws of Bermuda, which would oblige the |
ତϞٰ؇೯ਯอٰf | Company to offer new shares on a pro-rata basis to the existing |
Shareholders. | |
ᗫஹʹ | CONNECTED TRANSACTION |
͉ಂගʿ̘ϋܓԨӚϞОᗫஹʹd | Other than those disclosed in Note 36 to the financial |
ઓৌਕజڌڝൗ 36 המᚣ٫ৰ̮f | statements, there was no connected transaction during the |
year and in prior period. | |
ԑʮٰܵඎ | SUFFICIENCY OF PUBLIC FLOAT |
࣬ኽ͉ʮ̡˸ʮකࢰ՟ٙ༟ࣘʿ | Based on the information that is publicly available to the |
ኽԫהٝd͉జѓ˹Ιۃʘ௰ܝ | Company and within the knowledge of the Directors, the |
ྼყ̙Б˚ಂd͉ʮ̡ɓٜၪܵɪ̹ | Company has maintained the prescribed public float under |
ۆהࠈٙʮٰܵඎf | the Listing Rules, as at the latest practical date prior to the |
printing of this report. | |
AUDITORS | |
͉ʮ̡ཀ̘ɧϋʫԨೌһ౬Չ˼ࣨ | There has been no other change in the auditors of the Company |
ᅰࢪfሊึࠇࢪԫਕהϞࠢʮ̡у | during the past three years. HLB Hodgson Impey Cheng |
ਗ਼တѓৗd͉ʮ̡ਗ਼ՉᏐٰ֣؇ | Limited will retire and the Company will propose a resolution |
ϋɽึɪяɓධӔᙄࣩdᚃ໌ሊ | at its forthcoming AGM to reappoint HLB Hodgson Impey Cheng |
ึࠇࢪԫਕהϞࠢʮ̡މ͉ʮ̡ʘࣨ | Limited as auditors of the Company. |
ᅰࢪf | |
וԫึն | By order of the Board |
ӏ˰ઠ͛ | Mr. Shum Sai Chit |
˴ࢩ | Chairman |
࠰ಥ | Hong Kong |
ɚཧɚɓϋɧ˜ɚɤʬ˚ | 26 March 2021 |
ࣨᅰࢪ
ዹͭࣨᅰࢪజѓ
INDEPENDENT AUDITORS' REPORT
ߧ | To the Shareholders of |
ᒝ߅ҦණྠછٰϞࠢʮٰ̡؇ | Rare Earth Magnesium Technology Group Holdings Limited |
€ᑗࣛᆵʕ | (In Provisional Liquidation) |
€කਟ໊ࢥൗ̅ϓͭٙϞࠢʮ̡ | (Incorporated in Bermuda with limited liability) |
ʔ೯ڌจԈ | DISCLAIMER OF OPINION |
Ңࡁʊᄲࣨΐ༱ᒝ߅Ҧණྠછٰ | We were engaged to audit the consolidated financial statements |
Ϟ ࠢ ʮ ̡€˜൮ ʮ ̡™ʿ Չ ڝ ᙮ ʮ ̡€୕ | of Rare Earth Magnesium Technology Group Holdings Limited |
၈˜൮ ණ ྠ™ୋ 58 ࠫЇୋ 162ࠫ࿚ Їɚཧ | (the "Company") and its subsidiaries (collectively referred to as |
ɚཧϋɤɚ˜ɧɤɓ˚ʘၝΥৌਕً | the "Group") set out on pages 58 to 162, which comprise the |
رڌၾ࿚Ї༈˚˟ϋܓʘၝΥฦूʿ | consolidated statement of financial position as at 31 December |
Չ˼ΌࠦϗूڌeၝΥᛆूᜊਗڌʿ | 2020, and the consolidated statement of profit or loss and other |
ၝΥତږݴඎڌd˸ʿၝΥৌਕజڌ | comprehensive income, the consolidated statement of changes |
ʘڝൗdܼ̍˴ࠅึࠇ݁ഄ฿ࠅf | in equity and the consolidated statement of cash flows for |
the year then ended, and notes to the consolidated financial | |
statements, including a summary of significant accounting | |
policies. | |
Ңࡁ࿁ ൮ණྠʘၝΥৌਕజڌʔ೯ | We do not express an opinion on the consolidated financial |
ڌจԈf͟Ңࡁజѓʕʔ೯ڌจԈ | statements of the Group. Because of the significance of the |
ʘਿɓືʫהࠑԫධʘࠠࠅdҢ | matter described in the Basis for Disclaimer of Opinion section |
ࡁԨ͊ঐ՟̂ԑቇᄲࣨኯኽ˸ | of our report, we have not been able to obtain sufficient |
ఱ༈ഃၝΥৌਕజڌ೯ڌʘᄲࣨจԈ | appropriate audit evidence to provide a basis for an audit |
ԶԶਿfҢࡁႩމdίהϞࠠ | opinion on these consolidated financial statements. In all other |
ɽ˙ࠦd༈ഃৌਕజڌʊ࣬ኽ࠰ಥʮ | respects, in our opinion, the consolidated financial statements |
̡ૢԷѼމᇜႡf | have been properly prepared in compliance with the disclosure |
requirements of the Hong Kong Companies Ordinance. |
ʔ೯ڌจԈʘਿ | BASIS FOR DISCLAIMER OF OPINION |
ၾܵᚃᐄਿϞᗫʘࠠɽʔ | Material uncertainties relating to the going concern basis |
ࣦΪ९ | |
༐νၝΥৌਕజڌڝൗ 1 ה༆ᙑdɚ | As explained in Note 1 to the consolidated financial statements, |
ཧɚཧϋɖ˜ɧ˚d ൮ʮ̡ʮб(i) ൮ | on 3 July 2020, the Company announced (i) Century Sunshine |
ʮ̡છٰٰ؇˰ߏජΈණྠછٰϞࠢ | Group Holding Limited ("CS"), the controlling shareholder of |
ʮ̡€˜˰ߏජΈ™ʊ༼ߒᛙΫ͉ږږ | the Company, defaulted on the redemption of the SGD101.75 |
ᕘމ 101.75 ϵຬอ̋սʩʘɪ̹ܝᎵୃ | million in principal amount of subordinated notes (the "CS |
ኽ€˜˰ ߏ ජ Έ ༼ ߒ ˕ ˹™i (ii) ൮ʮ̡ | Payment Default"); (ii) the Company had received demand from |
ટᐏՉʕɓΤვБවᛆɛࠅӋ ൮ʮ | one of the bank creditors for the repayment of borrowings of |
̡ᎵᒔՉߒ 22.87 ϵຬಥʩ࠾ಛ̤̋Ꮠ | the Company or its subsidiaries of approximately HK$22.87 |
ࠇлࢹԨڦՉܘϞ̙ঐաՑՉවᛆ | million plus interest accrued and believed it was likely to |
ɛʘළᖮi˸ʿ (iii) ɓ΅ᆵяሗஹΝ | receive further calls from its creditors; and (iii) a winding up |
։Νᑗࣛᆵɛ€˜Νᑗࣛᆵ | petition has been submitted on 3 July 2020 to the Supreme |
ɛ™ʘ͡ሗʊɚཧɚཧϋɖ˜ɧ˚Σ | Court of Bermuda together with the application for the |
ϵᅉ༺௰৷ج৫ʹdᔟϤ˸˜ڢ੶Փ | appointment of the joint provisional liquidators ("JPLs") on a |
™˙όࠠଡ଼fᑗࣛᆵɛʊʱйɚ | "light touch" basis for debt restructuring purpose. The JPLs |
ཧɚཧϋɖ˜ɤʬ˚ᐏϵᅉ༺։Ԩ | were appointed pursuant to an order granted by the Supreme |
ɚཧɚཧϋɞ˜ɚɤʞ˚ᐏ࠰ಥ৷ഃ | Court of Bermuda on 16 July 2020 and granted by the High |
ج৫બʚն˿։f | Court in Hong Kong on 25 August 2020. |
Ϥ̮d༐νၝΥৌਕజڌڝൗ 3 ה༆ | Further, as explained in Note 3 to the consolidated financial |
ᙑd ൮ණྠ࿚Їɚཧɚཧϋɤɚ˜ɧɤ | statements, the Group incurred a net loss of approximately |
˚ପ͛ଋᑦฦߒ 74,011,000 ಥʩd˸ʿ | HK$74,011,000 for the year ended 31 December 2020, and, |
࿚Ї༈˚d ൮ණྠʘݴਗࠋව൴ཀՉ | as of that date, the Group's current liabilities exceeded its |
ݴਗ༟ପߒ180,801,000 ಥʩfՉ࿚Їɚ | current assets by approximately HK$180,801,000. Its current |
ཧɚཧ ϋɤɚ˜ɧɤ˚ݴ ਗʿ ڢ ݴ ਗ ࠾ | and non-current borrowings amounted to HK$796,938,000 and |
ʱйߒމ 796,938,000 ಥʩʿ 75,381,000 | HK$75,381,000 as at 31 December 2020 respectively, while its |
ಥʩdϾ ൮ණྠසၪܵՉତږʿତ | cash and cash equivalents amounted to only HK$36,104,000. |
ږഃᄆيߒ 36,104,000 ಥʩfϤ̮d࿚ | In addition, the Group could not fulfil certain covenants |
Їɚཧɚཧϋɤɚ˜ɧɤ˚d ൮ණྠ | relating to certain borrowings of the Group amounting to |
͊ঐတԑၾ߰ʍ࠾ಛϞᗫʘ߰ʍ۰ፕ | HK$760,580,000 as at 31 December 2020, which have become |
ߒ 760,580,000 ಥʩfɚཧɚɓϋɚ˜ | immediately repayable on demand of the lenders. Included |
ɚɤɚ˚d൲˙ʊఱࠇɝ͉ණྠ࿚Їɚ | in the other borrowings of the Group as at 31 December |
ཧɚཧϋɤɚ˜ɧɤɓ˚Չ˼࠾ಛʕߒ | 2020 are borrowings of HK$154,686,000 which the lender |
154,686,000 ಥʩ࠾ಛ࿁͉ණྠ೯ৎൡ | have commenced litigations against the Group to repay the |
தdࠅӋᎵᒔ͊Ꮅ˹ഐቱf | outstanding balances on 22 February 2021. |
ዹͭࣨᅰࢪజѓ€ᚃ | |
INDEPENDENT AUDITORS' REPORT (CONTINUED) | |
࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ϋܓ For the year ended 31 December 2020 | |
ɪ˖הࠑૢڌͪπί̙ঐ࿁ ൮ණྠ | The conditions described above indicate the existence of |
ܵᚃᐄঐɢପ͛ࠠɽဲᅇʘࠠɽʔ | material uncertainties that may cast significant doubt on the |
ࣦΪ९f༐νၝΥৌਕజڌڝൗ 3ה | Group's ability to continue as a going concern. The directors |
༱dԫ͍ίમ՟߰ʍણ݄ҷഛ ൮ | have been undertaking certain measures to improve the |
ණྠʘݴਗ༟ږʿৌਕًرf༈ഃၝ | Group's liquidity and financial position, as set out in Note 3 |
ΥৌਕజڌɗܲܵᚃᐄਿᇜႡd | to the consolidated financial statements. The consolidated |
ՉϞࣖܓൖ˷༈ഃણ݄ʘഐ؈d࿚ | financial statements have been prepared on a going concern |
Ї͉జѓ˚ಂʔঐ˸Υଣଣ͟ᆽ֛Ԩ | basis, the validity of which depends on the successful eventual |
աεධʔࣦΪ९ʘࠢdܼ̍€ iί | outcome of these measures, which as at the date of this report |
ၾ ൮ණྠɓছවᛆɛਠܝdΝᑗ | cannot be ascertained with reasonable certainty and are still |
ࣛᆵɛʿ ൮ʮ̡݊щঐໝྼܔ | subject to multiple uncertainties, including whether (i) the |
ᙄࠠଡ଼ࠇྌ˸࿁ ൮ණྠʘවਕʿࠋ | JPLs and the Company will be able to finalise the Proposed |
වආБࠠଡ଼Ԩ՟ᗫج৫ఱྼ݄ໝ | Restructuring Plan for the restructuring of the debts and |
ྼܔᙄࠠଡ଼ࠇྌʘτરࠇྌʘՓiʿ | liabilities of the Group after consultations with the creditors |
€ii ൮ණྠ݊щঐ࿁༟͉ҳ༟e͛ | of the Group and obtain the sanctions of the relevant courts |
ପʿБ݁ᐄੂБආɓӉϓ͉છՓણ | for the Schemes of Arrangement for the implementation of |
݄d˸ಯˇ͉ණྠʘ༶ᐄϓ͉f | the finalised Proposed Restructuring Plan; and (ii) the Group |
is able to implement further cost control measures on capital | |
investments, production and administrative operations to | |
reduce overall operating costs of the Group. | |
ࡊ͉ණྠʔঐІɪࠑࠇྌʿણ݄՟ | Should the Group fail to achieve successful outcomes from the |
ϓ̌ഐ؈dՉ̙ঐʔึܲܵᚃਿ | above-mentioned plans and measures, it might not be able to |
ᐄdΪϤ̀Ъ̈ሜਗ਼ ൮ණྠ༟ | continue to operate as a going concern, and adjustments would |
ପʘሪࠦ࠽ಯЇՉ̙Ϋϗږᕘd˸ | have to be made to write down the carrying value of the Group's |
މ̙ঐආɓӉପ͛ʘࠋවЪ̈ᅡ௪d | assets to their recoverable amounts, to provide for further |
Ԩਗ਼ڢݴਗ༟ପʿڢݴਗࠋවʱйࠠ | liabilities which might arise and to reclassify non-current |
อʱᗳЇݴਗ༟ପʿݴਗࠋවfϤഃ | assets and non-current liabilities as current assets and current |
ሜʘᅂᚤ֠͊ˀ݈ၝΥৌਕజڌ | liabilities respectively. The effects of these adjustments have |
ʫf | not been reflected in these consolidated financial statements. |
Ңࡁ͊ᐏԶԑቇʘᄲࣨኯᗇԸ | We have not been provided with sufficient appropriate |
પᓙ၍ଣᄴίᇜႡၝΥৌਕజڌࣛʊ | audit evidence to conclude on the appropriateness of |
Դܵ͜ᚃᐄึࠇਿᓾ݊щܦdவ | management's use of the going concern basis of accounting |
݊͟၍ଣᄴϞᗫՉܵᚃᐄ൙Пʘ | in the preparation of the consolidated financial statements |
͊ԸБਗ֠͊ໝྼfࡊ೯ତცࠅЪ̈ | because management's plans for future actions in relation to |
Оሜd̙ঐึ࿁ ൮ණྠɚཧɚ | its going concern assessment could not be finalized yet. Any |
ཧϋɤɚ˜ɧɤɓ˚ʘၝΥ༟ପଋ࠽ | adjustments found to be required may have consequential |
ʿ ൮ණྠ࿚Їɚཧɚཧɚཧϋɤɚ | significant effects on the consolidated net assets of the |
˜ɧɤɓ˚˟ϋܓʘၝΥᑦฦʿՉ˼ | Group as at 31 December 2020 and the consolidated loss and |
Όࠦᑦฦʿତږݴඎ˸ʿՉίၝΥৌ | other comprehensive income or loss and cash flows of the |
ਕజڌʕʘᗫמᚣପ͛ࠠɽᅂᚤf | Group for the year ended 31 December 2020, and the related |
elements and disclosures thereof presented or disclosed in the | |
consolidated financial statements. |
ԫʿᄲࣨ։ࡰึఱၝΥৌਕ | RESPONSIBILITIES OF THE DIRECTORS AND THE AUDIT COMMITTEE |
జڌוዄʘப | FOR THE CONSOLIDATED FINANCIAL STATEMENTS |
Ңࡁٙப݊࣬ኽ࣬ኽ࠰ಥึࠇࢪʮ | The directors are responsible for the preparation of the |
ึбʘ࠰ಥึࠇۆ€˜࠰ಥึࠇ | consolidated financial statements that give a true and fair |
ۆ™࿁ၝΥৌਕజڌආБᄲԨසΣ ტ | view in accordance with the Hong Kong Financial Reporting |
ɨ€Ъމ̈ՈᄲࣨజѓdৰϤʘ | Standards (the "HKFRSs") issued by the Hong Kong Institute |
̮d͉జѓйೌՉ˼ͦٙfҢࡁʔึఱ | of Certified Public Accountants (the "HKICPA") and the Hong |
͉జѓٙʫ࢙ΣОՉ˼ɛɻࠋபא | Kong Companies Ordinance and for such internal control as |
וዄபf್Ͼd͉͟జѓʔ೯ڌ | directors determine is necessary to enable the preparation of |
จԈʘਿɓືהࠑʘԫධdҢࡁ͊ | consolidated financial statements that are free from material |
ঐఱ༈ഃၝΥৌਕజڌ೯ڌᄲࣨจ | misstatement, whether due to fraud or error. |
Ԉf | |
ίᇜႡၝΥৌਕజڌࣛdԫࠋப൙ | In preparing the consolidated financial statements, the |
П ൮ණྠܵᚃᐄʘঐɢdԨίቇ͜ | directors are responsible for assessing the Group's ability to |
ઋرɨמᚣၾܵᚃᐄϞᗫʘԫධd | continue as a going concern, disclosing, as applicable, matters |
˸ʿԴܵ͜ᚃᐄމึࠇਿᓾdৰڢ | related to going concern and using the going concern basis of |
ԫϞจਗ਼ ൮ණྠᆵא৾˟ᐄd | accounting unless the directors either intend to liquidate the |
אйೌՉ˼ྼყٙಁ˾˙ࣩf | Group or to cease operations, or have no realistic alternative |
but to do so. | |
ᄲࣨ։ࡰึп္ຖ ൮ණྠʘৌਕ | The Audit Committee is responsible for overseeing the Group's |
జѓཀʘபf | financial reporting process. |
ࣨᅰࢪఱᄲࣨၝΥৌਕజڌו | AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE |
ዄʘப | CONSOLIDATED FINANCIAL STATEMENTS |
Ңࡁٙப݊࣬ኽ࣬ኽ࠰ಥึࠇࢪʮ | Our responsibility is to conduct an audit of the consolidated |
ึбʘ࠰ಥৌਕజѓۆ࿁ ൮ණ | financial statements in accordance with Hong Kong Standards |
ྠʘၝΥৌਕజڌආБᄲࣨfҢࡁස | on Auditing ("HKSAs") issued by the HKICPA and to issue an |
Σ ტɨ€ЪމజѓdৰϤʘ̮d | auditor's report solely to you, as a body, and for no other |
͉జѓйೌՉ˼ͦٙfҢࡁʔึఱ͉ | purpose. We do not assume responsibility towards or accept |
జѓٙʫ࢙ΣОՉ˼ɛɻࠋபאו | liability to any other person for the contents of this report. |
ዄபf್Ͼd͉͟జѓʔ೯ڌจ | However, because of the matter described in the Basis for |
ԈʘਿɓືהࠑʘԫධdҢࡁ͊ঐ | Disclaimer of Opinion section of our report, we were not |
՟̂ԑቇᄲࣨኯኽఱ༈ഃၝΥ | able to form an audit opinion on these consolidated financial |
ৌਕజڌ೯ڌᄲࣨจԈf | statements. |
ዹͭࣨᅰࢪజѓ€ᚃ | |
INDEPENDENT AUDITORS' REPORT (CONTINUED) | |
࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ϋܓ For the year ended 31 December 2020 | |
࣬ኽ࠰ಥึࠇࢪʮึбʘਖ਼ุึࠇ | We are independent of the Group in accordance with the |
ࢪ༸ᅃςۆ€˜ςۆ™dҢࡁዹͭc൮ | HKICPA's Code of Ethics for Professional Accountants (the |
ණྠdԨʊᄵБςۆʕʘՉ˼ਖ਼ุ༸ | "Code"), and we have fulfilled our other ethical responsibilities |
ᅃபf | in accordance with the Code. |
̈Ո͉ዹͭࣨᅰࢪజѓʘᄲࠇධͦ | The engagement director on the audit resulting in this |
ԫ݊ெڲf | independent auditors' report is Kwok Tsz Chun. |
ሊึࠇࢪԫਕהϞࠢʮ̡ | HLB Hodgson Impey Cheng Limited |
ੂุึࠇࢪ | Certified Public Accountants |
ெڲ | Kwok Tsz Chun |
ੂุᗇࣣᇜj P06901 | Practising Certificate Number: P06901 |
࠰ಥdɚཧɚɓϋɧ˜ɚɤʬ˚ | Hong Kong, 26 March 2021 |
ၝΥฦूʿՉ˼Όࠦϗɝڌ
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ϋܓ For the year ended 31 December 2020
ϗɝ ቖਯϓ͉ ˣл
Revenue Cost of sales
Gross profit
Չ˼ϗɝʿՉ˼ϗूdଋᕘ Other income and other gains, net
ቖਯʿʱቖ˕̈ Б݁˕̈ ৌਕ൬͜
Selling and distribution expenses Administrative expenses
Finance costs
ۃ€ᑦฦŊ๐л ה˕̈ ϋܓ€ᑦฦŊ๐л
(Loss)/profit for the year
(LOSS)/PROFIT BEFORE TAX Income tax expense
Չ˼ΌࠦϗɝŊ€˕̈
ܝᚃಂගࠠอʱᗳЇ ฦूٙՉ˼ΌࠦϗɝŊ €˕ ̈j
౬ၑऎุ̮ਕʘිгࢨᕘ
ϋܓՉ˼ΌࠦϗɝŊ €˕̈dϔৰה
Other comprehensive income/
(expenses) for the year, net of income tax
ϋܓΌࠦϗɝᐼᕘ
OTHER COMPREHENSIVE INCOME/
(EXPENSES)
Other comprehensive income/
(expenses) to be reclassified to profit or loss in subsequent periods:
Exchange differences on translation of foreign operations
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR
ɨΐɛɻᏐЦϋܓ€ᑦฦŊ ๐ лj ͉ʮ̡ኹϞɛ ɨΐɛɻᏐЦϋʫΌࠦ ϗɝᐼᕘj ͉ʮ̡ኹϞɛ
Total comprehensive income for the year attributable to: Owners of the Company
(Loss)/profit for the year attributable to:
Owners of the Company
ӊٰ€ᑦฦŊޮлj - ਿ͉ʿᛅᑛ
(Loss)/earnings per share: - basic and diluted
ڝൗ
Notes
ɚཧɓɘϋ 2019 ɷಥʩ
HK$'000
6
744,836 (614,665)
1,515,291 (1,099,085)
130,171 416,206
6
8,155 12,152
(8,506) (15,615)
(100,611) (77,551)
8 7 11
(97,857) (72,064)
(68,648) 263,128
(5,363) (53,396)
(74,011)
209,732
131,071 (79,605)
131,071 (79,605)
57,060
(74,011)
130,127
209,732
57,060
130,127
13
(1.12̀ cents) 3.19 ̀ cents
ᎇڝʘڝൗމ͉ၝΥৌਕజڌʘଡ଼ϓ ʱf
The accompanying notes form an integral part of these consolidated financial statements.
ၝΥৌਕًرڌ
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ϋܓ For the year ended 31 December 2020
ɚཧɚཧϋ | ɚཧɓɘϋ | |||
2020 | 2019 | |||
ڝൗ | ɷಥʩ | ɷಥʩ | ||
Notes | HK$'000 | HK$'000 | ||
ڢݴਗ༟ପ | NON-CURRENT ASSETS | |||
يุeᅀגʿண௪ | Property, plant and equipment | 14 | 1,650,042 | 1,524,989 |
Դ͜ᛆ༟ପ | Right-of-use assets | 15 | 52,981 | 50,928 |
ೌҖ༟ପ | Intangible assets | 16 | 32,141 | 34,661 |
મᘤᛆ | Mining rights | 17 | 48,760 | 45,899 |
ʊתץვБπಛ | Pledged bank deposits | 21 | - | 9,549 |
ڢݴਗ༟ପᐼᕘ | Total non-current assets | 1,783,924 | 1,666,026 | |
ݴਗ༟ପ | CURRENT ASSETS | |||
π | Inventories | 18 | 287,135 | 186,807 |
Ꮠϗ൱ሪಛʿᏐϗୃኽ | Trade and bills receivables | 19 | 172,292 | 151,471 |
ཫ˹ಛධeܲږʿ | Prepayments, deposits and | |||
Չ˼Ꮠϗಛධ | other receivables | 20 | 256,753 | 287,879 |
̙ϗΫධ | Tax recoverable | 10,439 | - | |
ʊתץვБπಛ | Pledged bank deposits | 21 | 10,185 | 7,328 |
ତږʿତږഃ࠽ධͦ | Cash and cash equivalents | 21 | 36,104 | 254,813 |
ݴਗ༟ପᐼᕘ | Total current assets | 772,908 | 888,298 | |
ݴਗࠋව | CURRENT LIABILITIES | |||
Ꮠ˹൱ሪಛ | Trade payables | 22 | 36,216 | 47,993 |
Չ˼Ꮠ˹ಛධʿᏐࠇ൬͜ | Other payables and accruals | 23 | 72,603 | 25,211 |
Υߒࠋව | Contract liabilities | 23 | 13,993 | 19,742 |
࠾ಛ | Borrowings | 24 | 796,938 | 315,765 |
̙౬ٰවՎ | Convertible bond | 27 | - | 385,072 |
Ꮠ˹ಛ | Tax payable | - | 10,794 | |
Ꮠ˹ɓΤٰ؇ಛධ | Amount due to a shareholder | 25 | 33,959 | - |
ݴਗࠋවᐼᕘ | Total current liabilities | 953,709 | 804,577 | |
ݴਗ€ࠋවŊ༟ପଋ࠽ | NET CURRENT (LIABILITIES)/ | |||
ASSETS | (180,801) | 83,721 | ||
༟ପᐼᕘಯݴਗࠋව | TOTAL ASSETS LESS | |||
CURRENT LIABILITIES | 1,603,123 | 1,749,747 |
ၝΥৌਕًرڌ€ᚃ
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
ɚཧɚཧϋ | ɚཧɓɘϋ | |||
2020 | 2019 | |||
ڝൗ | ɷಥʩ | ɷಥʩ | ||
Notes | HK$'000 | HK$'000 | ||
ڢݴਗࠋව | NON-CURRENT LIABILITIES | |||
ַϗɝ | Deferred revenue | 26 | 72,834 | 68,283 |
࠾ಛ | Borrowings | 24 | 75,381 | 171,677 |
ַධࠋව | Deferred tax liabilities | 28 | 2,986 | 8,872 |
Ꮠ˹ɓΤٰ؇ʘಛධ | Amount due to a shareholder | 25 | - | 113,028 |
ڢݴਗࠋවᐼᕘ | Total non-current liabilities | 151,201 | 361,860 | |
༟ପଋ࠽ | NET ASSETS | 1,451,922 | 1,387,887 | |
ᛆू | EQUITY | |||
͉ʮ̡ኹϞɛᏐЦᛆू | Equity attributable to owners of | |||
the Company | ||||
ʊ೯Бٰ͉ | Issued capital | 29 | 658,439 | 657,439 |
Ꮇ௪ | Reserves | 31 | 793,483 | 730,448 |
ᛆूᐼᕘ | TOTAL EQUITY | 1,451,922 | 1,387,887 |
ୋ58 Їୋ 162 ࠫʘၝΥৌਕజڌɚ | The consolidated financial statements on pages 58 to 162 were |
ཧɚɓϋɧ˜ɚɤʬ˚ԫึᄲҭʿ | approved and authorised for issued by the board of directors |
બᛆ̊ΙdԨ͟ɨΐԫ˾ڌᖦj | on 26 March 2021 and are signed on its behalf by: |
ӏ˰ઠ͛ | ϫ᎑൴͛ |
Mr. Shum Sai Chit | Mr. Chi Jing Chao |
ԫ | ԫ |
Director | Director |
ᎇڝʘڝൗމ͉ၝΥৌਕజڌʘଡ଼ϓ | The accompanying notes form an integral part of these |
ʱf | consolidated financial statements. |
ၝΥᛆूᜊਗڌ
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ϋܓ For the year ended 31 December 2020
ɚཧɓɘϋɓ˜ɓ˚ ϋܓ๐л ϋܓՉ˼Όࠦ€˕̈Ŋ ϗɝdϔৰהj ౬ၑऎุ̮ਕהପ͛ʘ ිгࢨᕘ
ϋܓΌࠦ€ᑦฦŊϗɝ ᐼᕘ
Total comprehensive
(loss)/income for the yearAs at 1 January 2019 Profit for the year Other comprehensive
(expense)/income for the year, net of income tax: Exchange differences arising from translations of foreign operations
ʊ˹ٰࢹ ٰᛆഐၑٰ΅˹ಛ ʘʹ ᔷᅡЇᎷ௪ ɚཧɓɘϋ ɤɚ˜ɧɤɓ˚ʿ ɚཧɚཧϋɓ˜ɓ˚ ϋܓᑦฦ
Dividend paid
Equity settled share based transactions
Transfer to reserve
As at 31 December 2019 and 1 January 2020
Loss for the year
ϋܓՉ˼Όࠦϗɝᑦฦd Other comprehensive
ϔৰהj ౬ၑऎุ̮ਕהପ͛ʘ ිгࢨᕘ
ϋܓΌࠦ€˕̈Ŋϗɝ ᐼᕘ
Total comprehensive
(expense)/income for the year
БԴᒅٰᛆ ʊ̰ࣖᒅٰᛆ ٰᛆഐၑٰ΅˹ಛ ʘʹ ᔷᅡЇᎷ௪ ᔷᅡЇ̙౬ٰවՎᛆू
ɚཧɚཧϋ ɤɚ˜ɧɤɓ˚
As at 31 December 2020
657,439 1,560,077
-
-
-
-
- - - -
- - - -
657,439 1,560,077
-
-
income for the year, net of income tax: Exchange differences arising from translations of foreign operationsExercise of share options Share option lapsed Equity settled share based transactions
Transfer to reserve Transfer to equity of convertible bonds
658,439 1,562,634
-
-
-
-
1,000 - - - -
2,557 - - - -
419 -
86,548 -
8,364 -
104,882 -
(1,500,592)
(22,233)
(139,068) 515,381 1,271,217
-
-
- 209,732 209,732
-
-
-
-
-
- (79,605)
- - - -
- -
- 19,415
-
- -
-
- - - 8,553
- - - -
- - - -
(79,605)
- (32,872)
-
- (8,553)
419 -
86,548 -
27,779 -
113,435 -
(1,500,592)
(22,233)
(218,673)
- (79,605)
209,732
130,127
(32,872)
-
19,415 -
-
-
-
683,688 1,387,887 (74,011) (74,011)
-
-
-
-
-
- 131,071
-
131,071
- - - - -
- (86,548)
- - - - -
(557) (2,477)
3,975
-
- 2,414
-
- - - -
-
- - - - - -
- - - - - -
131,071
(74,011)
57,060
-
-
- 2,477
3,000 -
-
-
- (2,414)
3,975 -
- 86,548
-
419
-
28,720
115,849
(1,500,592)
(22,233)
(87,602)
696,288
1,451,922
ၝΥᛆूᜊਗڌ€ᚃ
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
ڝ ൗj
(i) ϤഃᎷ௪ሪ̍ўၝΥৌਕًرڌʕٙၝΥᎷ ௪ 793,483,000 ಥʩ€ɚཧɓɘϋj 730,448,000ಥ ʩf
(ii) ༟͉ᛙΫᎷ௪ܸ͉ʮ̡ᒅΫʿൗቖٰ΅ࣛ͟ ͉ʮ̡ڭवޮлᔷᅡ͉ٙʮٰ̡΅ࠦ࠽f
(iii) ج֛Ꮇ௪˴ࠅܸڝ᙮ʮ̡ܲʕശɛ͏ձ€˜ʕ ™ج֛ৌਕజڌהΐॱлٙ 10% ʿމ߰ʍτ Ό͛ପݺਗᅡٙ༟ږf
࣬ኽʕϓͭʘڝ᙮ʮ̡ʘଡ଼ᔌۆʿ ᗫʘʕجۆʿجd༈ഃڝ᙮ʮ̡ᅡ̈10% ʘϔৰהܝ๐л€ܲʕʫج֛ৌਕజ ڌাމЪމج֛Ꮇ௪dৰڢ༈Ꮇ௪ഐቱ ʊ༺ڝ᙮ʮ̡ൗ̅༟͉ 50% f༈Ꮇ௪ස̙͜ ࿁ቖڝ᙮ʮ̡ཀֻϋܓʘᑦฦeᓒ̂ڝ᙮ʮ̡ ʘ͛ପุਕאᄣ̋ڝ᙮ʮ̡ʘٰ͉f
࣬ኽʕτΌ͛ପ္ຖ၍ଣᐼ҅ʿՉ˼ ᗫ္၍ዚ೯бٙ߰ʍԷd͉ණྠცܲ ֛ˢԷމͣථͩʿஊ७ͩમઢݺਗᅡ༟ږf ༈ഃ༟ږ̙Զ͜ၪᚐʿŊאҷഛɪࠑτΌ͛ ପdʔΣٰ؇ʱݼf
(iv) ΥԻᎷ௪ఱΥԻաΝછՓʘྼમ͜ΥԻ ึࠇجࣛପ͛f
Note:
(i) These reserve accounts comprise the consolidated reserves of HK$793,483,000 (2019: HK$730,448,000) in the consolidated statement of financial position.
(ii) Capital redemption reserve represents the nominal value of the Shares of the Company which was transferred from the Company's retained earnings upon repurchase and cancellation of Shares by the Company.
(iii) Statutory reserve mainly represents the fund set aside by the subsidiaries based on 10% of their net profit of the People's Republic of China (the "PRC") statutory financial statements and that for the purpose of certain safety production activities.
In accordance with the articles of association of the subsidiaries established in the PRC and the relevant PRC rules and regulations, these subsidiaries are required to set aside 10% of their profit after income tax as recorded in the PRC statutory financial statements as statutory reserve, except where the reserve fund balance has reached 50% of the subsidiaries' registered capital. The reserve fund can only be used to make good the subsidiaries' previous years' losses, to expand the subsidiaries' production operations or to increase the capital of the subsidiaries.
Pursuant to certain regulations issued by the State Administration of Work Safety of the PRC and other relevant regulatory bodies, the Group is required to set aside funds mainly for mining of dolomite and serpentine at prescribed rates. These funds can be used for maintenance and/or improvements of safety of these activities, and is not available for distribution to shareholders.
(iv) Merger reserve was arising on the application of merger accounting method in relation to the combination with entity under common control.
ၝΥତږݴඎڌ
CONSOLIDATED STATEMENT OF CASH FLOWS
࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ϋܓ For the year ended 31 December 2020
ڝൗ | ||
Notes | ||
ᐄุਕʘତږݴඎ | CASH FLOWS FROM | |
OPERATING ACTIVITIES | ||
ۃ€ᑦฦŊ๐л | (Loss)/profit before tax | |
ሜj | Adjustments for: | |
ৌਕ൬͜ | Finance costs | 8 |
˸ٰᛆഐၑʘᒅٰᛆ | Equity-settled share option expenses | |
൬͜ | 30 | |
ვБлࢹϗɝ | Bank interest income | 6 |
̈ਯيุeᅀגʿ | Gain on disposal of items of | |
ண௪ධͦʘϗू | property, plant and equipment | 6 |
يุeᅀגʿண௪ʘ | Depreciation of property, | |
ұᔚ | plant and equipment | 14 |
Դ͜ᛆ༟ପʘұᔚ | Depreciation of right-of-use assets | 15 |
ೌҖ༟ପʘᛅቖ | Amortisation of intangible assets | 16 |
મᘤᛆʘᛅቖ | Amortisation of mining right | 17 |
ܲږʿՉ˼Ꮠϗಛධʘ | Allowance for expected credit loss | |
ཫಂڦ൲ᑦฦᅡ௪ | on deposits and other receivables | 20 |
Ꮠϗ൱ሪಛཫಂڦ൲ | Reversal of allowance for expected | |
ᑦฦᅡΫ | credit loss on trade receivables | 19 |
ᐄ༶༟ږᜊਗۃʘᐄ | Operating cash flows before changes | |
ତږݴඎ | in working capital | |
πᄣ̋ | Increase in inventories | |
Ꮠϗ൱ሪಛʿᏐϗ | (Increase)/decrease in trade and bill | |
ୃ ኽ€ᄣ ̋Ŋ ಯ ˇ | receivables | |
ཫ˹ಛධeܲږʿ | Decrease/(increase) in prepayments, | |
Չ˼Ꮠϗಛධ | deposits and other receivables | |
ಯ ˇŊ€ᄣ ̋ | ||
ɚཧɚཧϋ | ɚཧɓɘϋ | |
2020 | 2019 | |
ɷಥʩ | ɷಥʩ | |
HK$'000 | HK$'000 | |
(68,648) | 263,128 | |
97,857 | 72,064 | |
3,975 | 19,415 | |
(418) | (1,401) | |
(497) | (662) | |
97,963 | 86,277 | |
1,273 | 1,320 | |
4,587 | 4,549 | |
188 | 400 | |
10 | 174 | |
1,649 | (1,784) | |
137,939 | 443,480 | |
(83,463) | (44,558) | |
(11,836) | 65,131 | |
47,775 | (117,591) | |
Ꮠ˹൱ሪಛಯˇŊ€ᄣ̋ Decrease/(increase) in trade payables | (14,223) | 7,206 |
(14,116) | (5,504) | |
62,076 | 348,164 | |
(32,288) | (58,026) | |
29,788 | 290,138 |
Չ˼Ꮠ˹ಛධʿՉ˼ Ꮠࠇ൬͜ಯˇ ᐄุਕ€ה͜Ŋה ʘତږ ʊ˹ऎ̮ධ ᐄุਕʘତږݴɝଋᕘ
Decrease in other payables and accruals
Cash generated from operations
Overseas taxes paid
Net cash flows generated from operating activities
ၝΥତږݴඎڌ€ᚃ
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
ҳ༟ุਕʘତږݴඎ
CASH FLOWS FROM INVESTING
ACTIVITIES
лࢹϗɝ ʊתץვБπಛಯˇ ̈ਯيุeᅀגʿண௪ٙ הಛධ ᒅɝيุeᅀגʿண௪ ධͦ ҳ༟ุਕʘତږݴ̈ଋᕘ
Net cash flows used in investing activities
Interest received
Decrease in pledged bank deposits Proceeds from disposal of property, plant and equipment
Purchases of items of property, plant and equipment
ፄ༟ุਕʘତږݴඎ
CASH FLOWS FROM FINANCING
ACTIVITIES
ৌਕ൬͜ ʊ˹ٰࢹ ࠾ಛהಛධ Ꮅᒔ࠾ಛ ٰ؇൲ಛಯˇ БԴᒅٰᛆܝ ೯ܝБ౷ஷٰ ፄ༟ุਕʘତږݴ̈ଋᕘ
Net cash flows used in financing activities
Finance costs
Dividend paid - (32,872)Proceeds from borrowings Repayment of borrowings Decrease in shareholder's loan Issue of ordinary shares upon exercise of share options
ତږʿତږഃ࠽ධͦʘ €ಯˇŊᄣ̋ଋᕘ ϋڋʘତږʿତږഃ࠽ධ ͦ ̮࿆ිଟᜊһሜdଋᕘ
NET (DECREASE)/INCREASE IN
CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of year
Effect of foreign exchange rate changes, net
ϋʘତږʿତږഃ࠽ ධͦ ତږʿତږഃ࠽ධͦഐቱ ʱؓ ତږʿვБഐቱ
ANALYSIS OF BALANCES OF
CASH AND CASH EQUIVALENTS Cash and bank balances
CASH AND CASH EQUIVALENTS
AT END OF YEAR
ڝൗ
Notes
ɚཧɓɘϋ 2019 ɷಥʩ
HK$'000
418 1,401
7,424 6,875
1,007
14
-
(102,213)
(114,891)
(93,364)
(106,615)
(9,864) (20,303)
-
179,164
(44,677) (71,169)
(96,469) (86,924)
3,000
-
(148,010)
(32,104)
(211,586) 151,419
254,813 131,276
(7,123)
(27,882)
36,104
254,813
21
36,104
254,813
ᎇڝʘڝൗމ͉ၝΥৌਕజڌʘଡ଼ϓ ʱf
The accompanying notes form an integral part of these consolidated financial statements.
ৌਕజڌڝൗ
NOTES TO FINANCIAL STATEMENTS
࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ϋܓ For the year ended 31 December 2020
1.
ʮ̡ʿණྠ༟ࣘ | CORPORATE AND GROUP INFORMATION |
ᒝ߅ҦණྠછٰϞࠢʮ̡€˜͉ | Rare Earth Technology Group Holdings Limited (the |
ʮ̡™݊ɓගϵᅉ༺ൗ̅ϓͭ | "Company") is a limited liability company incorporated in |
ʘϞࠢʮ̡f͉ʮ̡ʘ˴ࠅᐄุ | Bermuda. The principal place of business of the Company |
ήᓃЗ࠰ಥɘᎲφӍէᄿ؇༸ | is located at Suite 1105, 11th Floor, Tower 6, The Gateway, |
9 ಥ۾ɽขୋ 6ࢭ11ᅽ1105܃f | 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. |
͉ϋܓʫd͉ණྠʘุਕऒʿ | During the year, the Group was involved in the |
Ⴁிʿቖਯږ᙮ᒝᗫପۜf | manufacture and sale of magnesium products. |
ܲԫʘจԈd͉ʮ̡ʘٜટછٰ | In the opinion of the directors, the immediate holding |
ʮ̡މߵ᙮ஈɾ໊ࢥൗ̅ϓͭ | company of the Company is Ming Xin Development |
ʮ̡Ming Xin Development Limited | Limited, a company incorporated in the British Virgin |
ԨІɚཧɚཧϋɖ˜ɤʬ˚˸Ը | Islands and in provisional liquidation since 16 July 2020, |
ஈᑗࣛᆵʕdϾ௰છٰʮ | and the ultimate holding company is Alpha Sino Limited, |
̡ۆމߵ᙮ஈɾ໊ࢥൗ̅ϓͭ | a company incorporated in the British Virgin Islands. |
ʮ̡ Alpha Sino Limitedf | |
ၝΥৌਕజڌ˸ಥʩ€˜ಥʩ™я | The consolidated financial statements are presented |
ΐdಥʩၾ͉ʮ̡ʘ̌ঐ࿆ | in Hong Kong dollars ("HK$"), which is the same as |
Νfৰ̤Ϟܸ̮dהϞᄆ࠽ѩ | the functional currency of the Company. All values are |
̬વʞɝЇ௰ટڐʘɷЗᅰ€ɷಥ | rounded to the nearest thousand (HK$'000) except when |
ʩf | otherwise indicated. |
1.
1.
ʮ̡ʿණྠ༟ࣘ €ᚃ | 1. | CORPORATE AND GROUP INFORMATION (continued) |
͉ʮ̡ʘ˴ࠅڝ᙮ʮ̡ʘ༉ઋν | Particulars of the Company's principal subsidiaries are | |
ɨj | as follows: |
࠰ಥอҿࣘପุҳ༟Ϟࠢʮ̡
Hong Kong New Materials
Industry Investment Holding
อᖛᙜജᒝՓۜϞࠢʮ̡ €˜อ ᖛ ᙜ ജ™
Xinjiang Tengxiang Magnesium
Products Company Limited ("Xinjiang Tengxiang")
࠰ಥ
1 ಥʩ HK$1
Hong Kong
-
100
100% ҳ༟છٰ Investment Holding
ʕ
ɛ͏࿆ 171,800,000ʩ
The PRCRMB171,800,000
-
100
100% Ⴁிʿቖਯږ᙮ᒝ ᗫପۜ
Manufacture and trading of magnesium related products
ͣʆ̹˂τږ᙮ᒝᘤุϞࠢʮ̡
Baishan City Tianan Magnesium
Resources Company Limited
ʕᒝ߅ҦછٰϞࠢʮ̡
China Rare Earth Magnesium
Technology Holdings Limited
ʕ
The PRC
࠰ಥ
Hong Kong
ൗ̅ʿᖮԑٰ͉ ɛ͏࿆ 280,332,000ʩ Registered and paid up capital of RMB280,332,000 10,310 ಥʩ HK$10,310
-
100
100% Ⴁிʿቖਯږ᙮ᒝ ᗫପۜ
Manufacturing and trading of magnesium-related products
-
100
100% ҳ༟છٰ Investment holdings
ɪڌ༱ΐԫႩމ࿁͉ණྠʘ͉ | The above table lists the subsidiaries of the Company |
ϋܓุᐶϞࠠɽᅂᚤאଡ଼ϓ͉ණ | which, in the opinion of the directors, principally affected |
ྠ༟ପଋ࠽ʘ˴ࠅ΅ʘ͉ʮ̡ | the results for the year or formed a substantial portion |
ڝ᙮ʮ̡fԫႩމdԶՉ˼ | of the net assets of the Group. To give details of other |
ڝ᙮ʮ̡ʘ༉ઋਗ਼ኬߧ༟ࣘཀ | subsidiaries would, in the opinion of the directors, result |
ʯڗf | in particulars of excessive length. |
Rare Earth Magnesium Technology Group Holdings Limited | |
Annual Report 2020 |
1.
ʮ̡ʿණྠ༟ࣘ €ᚃ | CORPORATE AND GROUP INFORMATION (continued) |
ᆵяሗʿ։Νᑗࣛᆵɛ | Winding-up petitions and appointment of provisional liquidators |
ɚཧɚཧϋɖ˜ɧ˚d͉ʮ̡ʮ | On 3 July 2020, the Company announced (i) Century |
б (i) ͉ʮ̡છٰٰ؇˰ߏජΈණ | Sunshine Group Holding Limited ("CS"), the controlling |
ྠછٰϞࠢʮ̡€˜˰ߏජΈ™ʊ༼ | shareholder of the Company, defaulted in the redemption |
ߒᛙΫ͉ږږᕘމ101,750,000 อ̋ | of its SGDD101.75 million in principal amount of |
սʩʘɪ̹ܝᎵୃኽ€˜˰ߏජΈ | subordinated notes (the "CS Payment Default"); (ii) the |
˹ ಛ ༼ ߒ™i (ii) ͉ʮ̡ ɚཧɚཧ | Company had received on 30 June 2020 a demand from |
ϋʬ˜ɧɤ˚ટᐏՉʕɓΤვБව | one of the bank creditors for the repayment of borrowings |
ᛆɛࠅӋ͉ʮ̡אՉڝ᙮ʮ̡Ꮅ | of the Company or its subsidiaries of approximately |
ᒔՉߒ 22,750,000 ಥʩ࠾ಛ̤̋Ꮠ | HK$22.75 million plus interest accrued and believed it |
ࠇлࢹd˲ႩމՉ̙ঐึϗՑව | was likely to receive further calls from its creditors; |
ᛆɛٙආɓӉஷٝi˰ߏජΈ˕˹ | (iii) the CS Payment Default constituted an event of |
༼ߒϓ͉ණྠ߰ʍ࠾ಛٙ༼ߒ | default in respect of certain borrowings of the Group, |
ԫdՉуࣛܲࠅӋᎵᒔ ;(iv)ɓ | which became immediately payable on demand; (iv) a |
΅ᆵяሗஹΝ։Νᑗࣛ | winding-up petition has been filed on 3 July 2020 to the |
ᆵɛ€˜Νᑗࣛᆵɛ™ʘ͡ሗʊ | Supreme Court of Bermuda on behalf of the Company |
˾ ڌ͉ʮ̡ ɚཧɚཧ ϋ ɖ ˜ɧ˚ | together with an application for the appointment of joint |
Σϵᅉ༺௰৷ج৫ʹdՉމ˜ڢ | provisional liquidators ("JPLs") on a "light touch" basis |
੶Փ™ࡡۆБԫdу͉ʮ̡ԫึ | that the board of directors of the Company (the "Board") |
€˜ԫึ™ʥਗ਼၍ଣ͉ʮ̡dϾ | will retain management of the Company while the JPLs |
Νᑗࣛᆵɛึၾʮ̡၍ଣᄴɓ | will work alongside the Company's management to, |
ৎߧɢ€Չʕ္ܼ̍ຖeຖኬ | amongst other things, monitor, supervise and oversee the |
ձ္࿀࿁ࡈණྠආБΌࠦʿ | implementation of a group-wide holistic and coordinated |
ሜٙවਕձࠋවࠠଡ଼€˜ܔᙄࠠ | restructuring of its debts and liabilities (the "Proposed |
ଡ଼ࠇྌ™dܼ̍ၪ͉ܵʮ̡ί࠰ಥ | Restructuring Plan") including to maintain the listing of |
ᑌΥʹהϞࠢʮ̡ٙɪ̹f | the Company on the Stock Exchange of the Hong Kong |
Limited. | |
ɚཧɚཧϋɖ˜ɤʬ˚dϵᅉ༺ | On 16 July 2020, an order was granted by the Supreme |
௰৷ج৫бɓධն˿d։τ | Court of Bermuda for the appointment of Mr. Yen Ching |
͑ΆุৌਕਕϞࠢʮ̡ʘᎅ͍މ | Wai David and Ms. So Kit Yee Anita of Ernst & Young |
͛ʿᘽᆎᄃɾɻeτ͑Ϟࠢʮ̡ | Transactions Limited, Mr. Roy Bailey of Ernst & Young, |
ʘ Roy Bailey͛˸ʿEY Cayman | and Ms. Tammy Karina Fu of EY Cayman Ltd as JPLs of |
LtdʘTammy Karina Fuɾɻމ͉ʮ | the Company with the power to act jointly and severally. |
̡ΝᑗࣛᆵɛdԨબʚՉ | On 7 August 2020, the Bermuda Court also accepted |
Νʿࡈйʘᛆɢfɚཧɚཧϋɞ | the resignation of Mr. Yen Ching Wai David. The JPLs |
˜ɖ˚dϵᅉ༺ج৫ટաᎅ͍މ | appointment order remains in force in respect of Mr. Roy |
͛ʘᗘdϾϞᗫRoy Bailey | Bailey, Ms. Tammy Karina Fu and Ms. So Kit Yee Anita as |
͛eTammy Karina Fu ɾɻeʿᘽ | JPLs. |
ᆎᄃɾɻЪމΝᑗࣛᆵɛٙ | |
ப˿ۆၪܵ͛ࣖf | |
ɚཧɚཧϋɞ˜ɚɤʞ˚d࠰ಥ | On 25 August 2020, the High Court of The Hong Kong |
तйБ݁ਜ৷ഃج৫ʊҭࡘϞᗫ | Special Administrative Region has granted the recognition |
ί࠰ಥ։ΝᑗࣛᆵɛٙႩ | order in respect of the appointment and powers of the |
̙˿f | JPLs in Hong Kong. |
1.
2.
Ꮠ͜࠰ಥৌਕజѓۆ€˜࠰ | 2. | APPLICATION OF AMENDMENTS TO HONG KONG FINANCIAL |
ಥৌਕజѓۆ™ʘࡌࠈ | REPORTING STANDARDS ("HKFRSs") | |
͉ϋܓ੶Փ͛ࣖʘ࠰ಥৌ | Amendments to HKFRSs that are mandatorily effective for the | |
ਕజѓۆʘࡌࠈ | current year | |
͉ϋܓd͉ණྠʊఱᇜႡၝΥ | In the current year, the Group has applied the | |
ৌਕజڌϣમ͜ɚཧɚཧϋ | Amendments to References to the Conceptual Framework | |
ɓ˜ɓ˚אʘܝකʘϋܓಂග੶ | in HKFRS Standards and the following amendments to | |
Փ͛ࣖʘ࠰ಥৌਕజѓۆᅺ | HKFRSs issued by the Hong Kong Institute of Certified | |
ʕϞᗫ฿ׂ࣪ݖʘࠑٙࡌࠈʿ | Public Accountants ("HKICPA") for the first time, which | |
˸ɨ͟࠰ಥึࠇࢪʮึ€˜࠰ಥึ | are mandatorily effective for the annual period beginning | |
ࠇࢪʮึ™бʘ࠰ಥৌਕజѓ | on or after 1 January 2020 for the preparation of the | |
ۆʘࡌࠈj | consolidated financial statements: |
࠰ಥึࠇۆ ୋ1 ʿ࠰ಥึࠇ ۆୋ8 ٙࡌࠈ ࠰ಥৌਕజѓۆ ୋ 3 ٙࡌࠈ ࠰ಥৌਕజѓۆ ୋ9 e࠰ಥึࠇ ۆୋ 39 ʿ ࠰ಥৌਕజѓ ۆୋ7ٙࡌࠈ
ࠠɽʘ່֛
ุਕʘ່֛ лଟਿҷࠧ
Amendments to HKAS 1 and
HKAS 8
Amendments to HKFRS 3
Amendments to HKFRS 9,
HKAS 39 and HKFRS 7
Definition of MaterialDefinition of a Business
Interest Rate Benchmark
Reform
Ϥ̮d͉ණྠʊϘᏐ͜࠰ಥৌ ਕజѓۆୋ 16 ࡌࠈ͉˜อڿ٬ فޥઋᗫॡږᎴ™f Ꮠ͜࠰ಥৌਕజѓۆᅺʕϞ ᗫ฿ׂ࣪ݖʘࠑٙʘࡌࠈʿ࠰ ಥৌਕజѓۆ͉ϋܓʘࡌࠈ࿁ ͉ණྠʿ͉ϋܓʿཀֻϋܓʿŊ א༈ഃၝΥৌਕజڌה༱ʘৌਕ ًرʿڌତԨೌࠠɽᅂᚤf
In addition, the Group has early applied the Amendment to HKFRS 16 Covid-19-Related Rent Concessions.
The application of the Amendments to References to the Conceptual Framework in HKFRS Standards and the amendments to HKFRSs in the current year had no material impact on the Group's financial positions and performance for the current and prior years and/or on the disclosures set out in these consolidated financial statements.
2.
Ꮠ͜࠰ಥৌਕజѓۆ€˜࠰ | APPLICATION OF AMENDMENTS TO HONG KONG FINANCIAL |
ಥৌਕజѓۆ™ʘࡌࠈ | REPORTING STANDARDS ("HKFRSs") (Continued) |
€ᚃ | |
ʊбШ͊͛ࣖٙอࠈʿ | New and amendments to HKFRSs in issue but not yet effective |
ࡌࠈ࠰ಥৌਕజѓۆ | |
͉ණྠԨ͊ۃᏐ͜ɨΐʊб | The Group has not early applied the following new and |
Ш֠͊͛ࣖٙอࠈʿࡌࠈ࠰ಥ | amendments to HKFRSs that have been issued but are |
ৌਕజѓۆj | not yet effective: |
2.
࠰ಥৌਕజѓۆ | ڭᎈΥߒʿᗫ | HKFRS 17 | Insurance Contracts and the related |
ୋ17 | ࡌࠈ1 | Amendments1 | |
࠰ಥৌਕజѓۆ | Ϟᗫ฿ׂ࣪ݖʘ | Amendments to HKFRS 3 | Reference to the Conceptual |
ୋ 3 ٙࡌࠈ | ࠑ2 | Framework2 | |
࠰ಥৌਕజѓۆ | лଟਿҷࠧÑ | Amendments to HKFRS 9, HKAS | Interest Rate Benchmark Reform - |
ୋ9 e࠰ಥึࠇ | ୋ2චݬ4 | 39, HKFRS 7, HKFRS 4 and | Phase 24 |
ۆୋ 39 e࠰ಥ | HKFRS 16 | ||
ৌਕజѓۆ | |||
ୋ7 e࠰ಥৌਕజ | |||
ѓۆୋ4 ʿ࠰ಥ | |||
ৌਕజѓۆୋ16 | |||
ٙࡌࠈ | |||
࠰ಥৌਕజѓۆ | ҳ༟٫ၾՉᑌᐄ | Amendments to HKFRS 10 and | Sale or Contribution of Assets |
ୋ10 ʿ࠰ಥึࠇ | ʮ̡אΥ༟ʮ̡ | HKAS 28 | between an Investor and its |
ۆୋ 28 ٙࡌࠈ | ʘගٙ༟ପ̈ਯ | Associate or Joint Venture3 | |
אء༟3 | |||
࠰ಥึࠇۆୋ 1 ٙ | ਗ਼ࠋවʱᗳމݴਗ | Amendments to HKAS 1 | Classification of Liabilities as |
ࡌࠈ | אڢݴਗ˸ʿ࠰ | Current or Non-current and | |
ಥ༕ᙑୋ 5 €ɚ | related amendments to Hong | ||
ཧɚཧϋʘϞᗫ | Kong Interpretation 5 (2020)1 | ||
ࡌࠈ1 | |||
࠰ಥึࠇۆୋ 16 ٙ | يุeᅀגʿ | Amendments to HKAS 16 | Property, Plant and Equipment - |
ࡌࠈ | ண௪ÑЪᏝ֛͜ | Proceeds before Intended Use2 | |
ۃʘהಛධ2 | |||
࠰ಥึࠇۆୋ37ٙ | ϞᎵΥߒÑᄵБ | Amendments to HKAS 37 | Onerous Contracts - Cost of |
ࡌࠈ | Υߒٙϓ͉2 | Fulfilling a Contract2 | |
࠰ಥৌਕజѓۆٙ | ࠰ಥৌਕజѓۆ | Amendments to HKFRSs | Annual Improvements to HKFRSs |
ࡌࠈ | ɚཧɓɞϋЇɚ | 2018-20202 | |
ཧɚཧϋʘϋܓ | |||
ҷආ2 |
1 ɚཧɚɧϋɓ˜ɓ˚אʘܝකʘϋ ܓಂග͛ࣖf
2 ɚཧɚɚϋɓ˜ɓ˚אʘܝකʘϋ ܓಂග͛ࣖf
3 ܙ֛˚ಂאʘܝකʘϋܓಂග͛ࣖf
4 ɚཧɚɓϋɓ˜ɓ˚אʘܝකʘϋ ܓಂග͛ࣖf
1 Effective for annual periods beginning on or after 1 January 2023.
2 Effective for annual periods beginning on or after 1 January 2022.
3 Effective for annual periods beginning on or after a date to be determined.
4 Effective for annual periods beginning on or after 1 January 2021.
͉ʮ̡ԫཫdᏐ͜࠰ಥৌਕ | The directors of the Company anticipate that the |
జѓۆהϞอࠈʿࡌࠈ͉̙ | application of all new and amendments to HKFRSs will |
ཫԈٙ͊Ըਗ਼ʔึ࿁ၝΥৌਕజ | have no material impact on the consolidated financial |
ڌପ͛ࠠɽᅂᚤf | statements in the foreseeable future. |
3.
˴ࠅึࠇ݁ഄ฿ࠅ ᇜႡਿ ᇜႡϤഃၝΥৌਕజڌࣛᏐ͜ ʘ˴ࠅึࠇ݁ഄ༱ΐνɨfৰڢ ̤ϞႭdϤഃ݁ഄʊɓߧᏐ͜ הϞяΐϋܓf
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
ၝΥৌਕజڌɗܲ࠰ಥึࠇࢪ ʮึбʘ࠰ಥৌਕజѓۆᇜ ႡfϤ̮dၝΥৌਕజڌܼ̍࠰ ಥᑌΥʹהϞࠢʮ̡ᗇՎɪ̹ ۆ€˜ɪ̹ۆ™ʿ࠰ಥʮ̡ૢԷ €˜ʮ̡ૢԷ™ה֛ʘቇ͜מᚣ ༟ࣘf
The consolidated financial statements have been prepared in accordance with HKFRSs, issued by the HKICPA. In addition, the consolidated financial statements include applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules") and by the Hong Kong Companies Ordinance ("CO").
ܵᚃᐄ
࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ ˚˟ϋܓd͉ණྠᑦฦߒ 74,011,000 dಥʩdϾ࿚Ї༈˚d ͉ණྠʘݴਗࠋව൴ཀՉݴਗ༟ ପߒ 180,801,000 ಥʩfϤ̮d ɚཧɚཧϋɤɚ˜ɧɤɓ˚d͉ ණྠʘݴਗʿڢݴਗ࠾ಛʱйߒ މ796,938,000 ಥʩʿ 75,381,000ಥ ʩdϾՉତږʿତږഃᄆيසߒ މ 36,104,000 ಥʩf༐νၝΥৌਕ జڌڝൗ1 ה༱d˰ߏජΈʊ˞ Ꮅᒔ͉ږᕘމ 101,750,000 อ̋ս ʩٙවՎ̤̋ɚཧɚཧϋɖ˜ ɧ˚ՑಂٙᏐࠇлࢹd͉ʮ̡ʊ ટᐏՉʕɓΤვБවᛆɛࠅӋᎵ ᒔߒ 22,870,000 ಥʩʘ͉ණྠ࠾ ಛf͉ණྠ͊ঐɚཧɚཧϋɤɚ ˜ɧɤɓ˚༺ϓϞᗫ߰ʍږᕘߒ 760,580,000 ಥʩٙ࠾ಛٙ߰ʍ۰ ߒd༈ഃ࠾ಛܲࠅӋᎵᒔԨ ၝΥৌਕًرڌʕяΐމݴਗࠋ වfɚཧɚɓϋɚ˜ɚɤɚ˚d ൲˙ʊఱࠇɝ͉ණྠՉ˼࠾ಛʕߒ 154,686,000 ಥʩ࠾ಛ࿁͉ණྠ೯ ৎൡதdࠅӋᎵᒔ͊Ꮅ˹ഐቱf
Going concern
During year ended 31 December 2020, the Group recorded loss of approximately HK$74,011,000, and, as of that date, the Group's current liabilities exceeded its current assets by approximately HK$180,801,000. Further, as at 31 December 2020, the Group's current and non-current borrowings amounted to approximately HK$796,938,000 and HK$75,381,000 while its cash and cash equivalents only amounted to approximately HK$36,104,000. As stated in note 1 to the consolidated financial statements, CS had defaulted in repayment of its bonds of principal amount of SGD101.75 million plus interests accrued when they fell due on their maturity date on 3 July 2020 and the Company had received demand from one of its bank creditors for repayment of the borrowings of the Group of approximately HK$22.87 million. The Group could not fulfil certain covenants relating to certain borrowings amounting to approximately HK$760,580,000 as at 31 December 2020, which have become repayable on demand and are presented as current liabilities in the consolidated statement of financial position. Included in the other borrowings of the Group were borrowings of approximately HK$154,686,000 which the lender have commenced litigations against the Group to repay the outstanding balances on 22 February 2021.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | |
ᇜႡਿ €ᚃ | Basis of Preparation (Continued) |
ܵᚃᐄ €ᚃ | Going concern (Continued) |
ɪࠑૢڌπί࿁͉ණྠʘܵ | The conditions described above indicate the existence of |
ᚃᐄঐɢϓဲᅇʘࠠɽʔ | a material uncertainty that cast significant doubt on the |
ࣦΪ९fΪϤd͉ණྠ̙ঐೌج | Group's ability to continue as a going concern. Therefore, |
͍੬ุਕཀʕᜊତՉ༟ପʿ | the Group may be unable to realize its assets and |
ᄵБՉபj | discharge its liabilities in the normal course of business. |
͉ʮ̡͍ጐઞ॰͉ණྠʘ˙ࣩd | The Company is actively exploring options to restructure |
ᔟϵᅉ༺ɽج৫္ຖᑗࣛᆵՓ | the debts of the Group and intends to implement a |
ܓ€ஷ ੬ ၈ މ˜ڢ ੶ Փ™ᑗ ࣛ ᆵ | management led restructuring by taking advantage of |
ɨੂБ၍ଣᄴჯኬʘࠠଡ଼dϾ | the court-supervised provisional liquidation regime in |
՟جַ֛ᇠ˸ຫ˟͊කϵᅉ | Bermuda, commonly known as a "light touch" provisional |
༺௰৷ج৫ࡘɨ࿁͉ʮ̡࢝ක | liquidation, which gives the Company the benefit of a |
אܵᚃආБОൡதf͉ʮ̡͍ | statutory moratorium prohibiting the commencement or |
ίጐрɢήϽᅇՓ֛ʲྼ̙Б | continuance of any proceedings against the Company |
ʘܔᙄࠠଡ଼ࠇྌdܼ̍Шʔࠢ | without the leave of the Supreme Court of Bermuda. |
˸ɨʱאΌԫධj | The Company is actively considering to develop a viable |
Proposed Restructuring Plan, including but not limited to | |
some or all of the followings: |
3.
1. ආБٰᛆࠠଡ଼˸ک͉ʮ̡ீ ཀ೯БٰᛆІୋɧ˙ҳ༟٫ ᘪණତږi
1. equity restructuring to facilitate the raising of cash for the Company from third party investors through equity issue.
2. ආБ̙ঐऒʿΎፄ༟ʿŊא ͉ණྠࠋවʿවਕձ༆אτ રʘවਕࠠଡ଼i ཫࠇܔᙄࠠଡ଼ࠇྌਗ਼ஷཀτ ર ࠇ ྌ€˜ࠇ ྌ™˙ ό ၾ ̍ ܼ ͉ʮ̡ίʫʘᑗࣛᆵʕʮ ̡ʘවᛆɛfࠇྌܘ̙ঐึ աՑᗫج৫Փf
2. a debt restructuring that may involve refinancing and/or a compromise or arrangement of debts and liabilities of the Group.
It is expected that the Proposed Restructuring Plan will be implemented by way of Schemes of Arrangement (the "Schemes") with the creditors of the companies in provisional liquidation, including the Company. The Schemes are likely subject to the sanctions of the relevant courts.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | ||
ᇜႡਿ €ᚃ | Basis of Preparation (Continued) | |
ܵᚃᐄ €ᚃ | Going concern (Continued) |
3. ̙ঐ͟ɓࡈא˸ɪʘୋɧ˙ ҳ༟٫ҳ༟͉ʮ̡d࠾Ϥ މ͉ʮ̡ᘪණତږd˸ʿ̙ ঐ̈ਯڢࣨːุਕʿ͉ණྠ ڢᐄ༶ʕʘո֛༟ପiʿ Ŋא
3. potential investment in the Company from one or more third party investor(s) to facilitate raising of cash for the Company and potential disposal of non-core business and non-operating fixed assets of the Group.
4. ࿁༟͉ҳ༟e͛ପʿБ݁༶ ᐄમ՟ආɓӉʘϓ͉છՓણ ݄d˸ࠥЭ͉ණྠʘ༶ ᐄϓ͉f ͉ʮ̡ԫႩމdܲܵᚃᐄਿ ᇜႡၝΥৌਕజڌɗΥ֝ʘᑘf ༈ഃၝΥৌਕజڌɗܲܵᚃᐄ ਿᇜႡdՉϞࣖܓൖ˷͉ණ ྠঐщၾවᛆɛනлᆻਠdԨΝ จࠠᚃאַڗତϞ࠾ಛdאҁϓ වਕፄ༟˸މ͉ණྠԶ༟ږ˸ တԑՑಂʘවਕfவආϾ՟Ӕ €i ίၾ͉ණྠවᛆɛਠܝd Νᑗࣛᆵɛʿ͉ʮ̡ঐໝྼ ܔᙄࠠଡ଼ࠇྌiʿ€ ii ਗ਼ϓ̌ή ᗫج৫՟࿁ࠇྌʘՓf
4. In addition, the Company plans to implement further cost control measures on capital investments, production and administrative operations to reduce overall operating costs of the Group.
The directors of the Company are of the opinion that it is appropriate to prepare the consolidated financial statements on going concern basis. These consolidated financial statements have been prepared on a going concern basis, the validity of which depends upon the Group being able to successfully negotiate and agree with the creditors to renew or extend the existing borrowings or complete debt financing to provide funds for the Group to meet its liabilities as they fall due. This in turn is dependent upon (i) the JPLs and the Company being able to finalise the Proposed Restructuring Plan after consultations with the creditors of the Group; and (ii) the sanctions of the Schemes will be successfully obtained from the relevant courts.
࿚Їҭࡘ̊೯ၝΥৌਕజڌʘ ˚dܔᙄࠠଡ଼ࠇྌ֠͊Փࠈ˲ܔ ᙄࠠଡ଼ࠇྌʘ௰ഐ؈ೌجΥଣ ᆽ֛fΪϤd࿚Їҭࡘ̊೯ၝΥ ৌਕజڌʘ˚dπί࿁͉ණྠʘ ܵᚃᐄঐɢϓဲᅇʘࠠɽʔ ࣦΪ९fࡊ͉ණྠೌجܵᚃ ᐄdۆၝΥৌਕజڌЪ̈ሜ ˸ਗ਼༟ପᄆ࠽ಯЇ̙ϗΫږ ᕘd˸މ̙ঐආɓӉପ͛ʘࠋව Ъ̈ᅡ௪dԨਗ਼ڢݴਗ༟ପʿڢ ݴਗࠋවʱйࠠอʱᗳЇݴਗ༟ ପʿݴਗࠋවfϤഃሜʘᅂᚤ ֠͊ˀ݈ၝΥৌਕజڌʫf
As at the date of approval for issuance of the consolidated financial statements, the Proposed Restructuring Plan has not been formulated yet and the eventual outcome of the Proposed Restructuring Plan cannot be determined with reasonable certainty. Accordingly, the material uncertainty that cast significant doubt on the Group's ability to continue as a going concern remains in existence as at the date of approval for issuance of the consolidated financial statements. Should the Group be unable to continue as a going concern, adjustments would have to be made to the consolidated financial statement to write down the carrying values of the Group's assets to their recoverable amounts, to provide for further liabilities which might arise and to reclassify non-current assets and non-current liabilities as current assets and current liabilities, respectively. The effects of these adjustments have not been reflected in the consolidated financial statements.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | |
ᇜႡਿ €ᚃ | Basis of Preparation (Continued) |
ৰ߰ʍܲʮʪ࠽ࠇඎٙږፄʈՈ | The consolidated financial statements have been prepared |
̮d༐νɨ˖ึࠇ݁ഄהᙑdၝ | on the historical cost basis. Historical cost is generally |
Υৌਕజڌʊܲዝ̦ϓ͉ਿᇜ | based on the fair value of the consideration given in |
Ⴁfዝ̦ϓ͉ஷ੬࣬ኽމ౬՟༟ | exchange for assets. |
ପ˕˹ٙ˾ᄆٙʮʪ࠽ᔾ֛f | |
ʮʪ࠽މ̹ఙਞၾ٫ࠇඎ˚ಂ | Fair value is the price that would be received to sell |
ίϞҏʹʕ̈ਯ༟ପ̙ঐϗ՟ | an asset or paid to transfer a liability in an orderly |
אᔷᜫࠋව̙ঐ˕˹ʘᄆࣸdʔ | transaction between market participants at the |
ሞ༈ᄆࣸ݊щٜટᝈ࿀̙אԴ | measurement date, regardless of whether that price is |
̤͜ɓ၇П࠽ҦஔПࠇfПࠇ༟ | directly observable or estimated using another valuation |
ପאࠋවʘʮʪ࠽ࣛd͉ණྠϽ | technique. In estimating the fair value of an asset or a |
ᅇə̹ఙਞၾ٫ίࠇඎ˚ಂމ༈ | liability, the Group takes into account the characteristics |
༟ପאࠋවආБ֛ᄆࣛਗ਼ึϽᅇ | of the asset or liability if market participants would |
ٙ༟ପאࠋවतᅄfί༈ഃၝΥ | take those characteristics into account when pricing the |
ৌਕజڌʕࠇඎձŊאמᚣٙʮ | asset or liability at the measurement date. Fair value |
ʪ࠽ѩίϤਿᓾɪʚ˸ᆽ֛dઓ | for measurement and/or disclosure purposes in these |
࠰ಥৌਕజѓۆୋ2 ˸ٰ΅މ | consolidated financial statements is determined on such a |
ਿᓾ˹ಛᇍఖʫʘ˸ٰ΅˕˹ٙ | basis, except for share-based payment transactions that |
ʹe࠰ಥึࠇۆୋ 16 ᇍఖ | are within the scope of HKFRS 2 Share-based Payments, |
ʫʘॡ༣ʹʿ˸ʿၾʮʪ࠽ᗳ | leasing transactions that are within the scope of HKFRS |
ЧШԨڢʮʪ࠽ٙࠇඎ€Էνd࠰ | 16, and measurements that have some similarities to |
ಥึࠇۆୋ 2 πʕ̙ٙᜊତ | fair value but are not fair value, such as net realisable |
ଋ࠽א࠰ಥึࠇۆୋ 36 ༟ପ | value in HKAS 2 Inventories or value in use in HKAS 36 |
ಯ࠽ʕٙԴ͜ᄆ࠽ৰ̮f | Impairment of Assets. |
ڢږፄ༟ପٙʮʪ࠽ࠇඎਞϽ̹ | A fair value measurement of a non-financial asset takes |
ఙਞၾ٫ঐщ˸௰৷ʿ௰Գ͜ | into account a market participant's ability to generate |
Դ͜༈༟ପdאҪ༈༟ପਯʚ̤ | economic benefits by using the asset in its highest and |
ɓঐ˸௰৷ʿ௰Գ͜Դ͜༈ | best use or by selling it to another market participant that |
༟ପ̹ٙఙਞၾ٫הପ͛ٙ | would use the asset in its highest and best use. |
ࣖूf |
3.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | ||
ᇜႡਿ €ᚃ | Basis of Preparation (Continued) | |
Ϥ̮dఱৌਕజѓϾԊdʮʪ࠽ | In addition, for financial reporting purposes, fair value | |
ࠇඎ࣬ኽʮʪ࠽ࠇඎʘ፩ɝᅰኽ | measurements are categorised into Level 1, 2 or 3 | |
̙ᝈ࿀ܓʿ፩ɝᅰኽ࿁ʮʪ࠽ | based on the degree to which the inputs to the fair value | |
ࠇඎʘࠠࠅʱᗳމୋ 1ᗳe | measurements are observable and the significance of the | |
ୋ2 ᗳʿୋ 3 ᗳd༱ࠑνɨj | inputs to the fair value measurement in its entirety, which | |
are described as follows: |
h ୋ1ᗳ፩ɝᅰኽ݊ྼࠇඎ ˚ಂ̙˸՟ٙΝ༟ପא ࠋවݺᚔ̹ఙʘజᄆ€͊ ሜ i
h Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
h ୋ2 ᗳ፩ɝᅰኽ݊ఱ༟ପא ࠋවٜટאගટή̙ᝈ࿀ʘ ፩ ɝ ᅰ ኽ€ୋ 1 ᗳʫܼ̍ٙజ ᄆ ৰ ̮iʿ
h Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
h ୋ 3 ᗳ፩ɝᅰኽ݊༟ପאࠋ වٙʔ̙ᝈ࿀፩ɝᅰኽf
h Level 3 inputs are unobservable inputs for the asset or liability.
ၝΥਿ
Basis of consolidation
ၝΥৌਕజڌܼ͉̍ʮ̡ʿ͉ʮ
The consolidated financial statements incorporate
̡הછՓٙྼ€ܼ̍ഐྼ
the financial statements of the Company and entities
ʿՉڝ᙮ʮ̡ٙৌਕజڌfࡊ̈
(including structured entities) controlled by the Company
ତ˸ɨઋرdۆ͉ʮ̡ʊ՟છ
and its subsidiaries. Control is achieved when the
Փᛆj
Company:
h ̙࿁ҳ༟࿁БԴᛆɢi
h has power over the investee;
h Ϊਞၾҳ༟࿁ʘุਕϾ̙ ᐏאϞᛆᐏ̙ᜊΫజi ʿ
h is exposed, or has rights, to variable returns from its involvement with the investee; and
h ϞঐɢᔟБԴՉᛆɢϾᅂᚤ ༈ഃΫజf
h
has the ability to use its power to affect its returns.
ࡊϞԫྼאઋرᜑͪɪࠑɧධછ | The Group reassesses whether or not it controls an |
ՓΪ९ʕdϞɓධא˸ɪ̈ତᜊ | investee if facts and circumstances indicate that there are |
ᅰd͉ණྠึࠠอ൙ПՉ݊щછ | changes to one or more of the three elements of control |
Փҳ༟࿁f | listed above. |
Rare Earth Magnesium Technology Group Holdings Limited | |
Annual Report 2020 |
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | |
ၝΥਿ €ᚃ | Basis of consolidation (Continued) |
͉ʮ̡ᐏڝ᙮ʮ̡છՓᛆࣛ | Consolidation of a subsidiary begins when the Company |
ਗ਼ڝ᙮ʮ̡ၝΥɝሪdԨ̰̘ | obtains control over the subsidiary and ceases when the |
ڝ᙮ʮ̡છՓᛆࣛ˟ၝΥɝሪf | Company loses control of the subsidiary. Specifically, |
ՈϾԊd͉ϋܓʫᒅɝא̈ਯ | income and expenses of a subsidiary acquired or disposed |
ʘڝ᙮ʮ̡ʘϗɝʿක˕dܲІ | of during the year are included in the consolidated |
͉ʮ̡ᐏછՓᛆ˚ৎЇ͉ʮ | statement of profit or loss and other comprehensive |
̡̰̘ڝ᙮ʮ̡છՓᛆ˚˟dࠇ | income from the date the Company gains control until the |
ɝၝΥฦूʿՉ˼Όࠦϗूజڌ | date when the Company ceases to control the subsidiary. |
ʫf | |
͉ʮ̡ኹϞɛʿڢછٰٰ؇ᛆू | Profit or loss and each component of other |
ᏐЦฦूʿՉ˼Όࠦϗूଡ଼ϓ | comprehensive income are attributed to the owners of |
ʱfуԴึԴڢછٰᛆू̈ତ | the Company and to the non-controlling interests. Total |
ᑦdɓගڝ᙮ʮ̡ٙΌࠦϗू | comprehensive income of subsidiaries is attributed to |
ʿක˕ᐼᕘʥᓥ͉ʮ̡ኹϞɛʿ | the owners of the Company and to the non-controlling |
ڢછٰᛆूהϞf | interests even if this results in the non-controlling |
interests having a deficit balance. | |
νϞცࠅdึ࿁ڝ᙮ʮ̡ٙৌਕ | When necessary, adjustments are made to the financial |
జڌЪ̈ሜd˸ԴՉึࠇ݁ഄ | statements of subsidiaries to being their accounting |
ၾ͉ණྠમٙ͜ึࠇ݁ഄɓߧf | policies into line with the Group's accounting policies. |
הϞ͉ණྠϓࡰගණྠʫʹ | All intragroup assets and liabilities, equity, income, |
Ϟᗫ༟ପʿࠋවeᛆूeϗूe | expenses and cash flows relating to transactions |
ක˕ʿତږݴʊᇜႡၝΥሪͦ | between members of the Group are eliminated in full on |
ࣛᅰתቖf | consolidation. |
ڝ᙮ʮ̡ٙڢછٰᛆूၾ͉ණ | Non-controlling interests in subsidiaries are presented |
ྠٙᛆूʱකяΐdՉܸତϞኹ | separately from the Group's equity therein, which |
ϞᛆᛆूdԴՉܵϞɛϞᛆ | represent present ownership interests entitling their |
ᆵࣛܲˢԷ՟Ϟᗫڝ᙮ʮ̡ʘ | holders to a proportionate share of net assets of the |
༟ପଋ࠽f | relevant subsidiaries upon liquidation. |
3.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | ||
ڝ᙮ʮ̡ | Subsidiaries | |
ڝ᙮ʮ̡މ͉ʮ̡ٜટאගટછ | A subsidiary is an entity (including a structured entity), | |
Փʘྼ€ܼ̍ഐྼf | directly or indirectly, controlled by the Company. Control | |
͉ණྠ࿁ਞၾҳ༟࿁ุਕʘओ | is achieved when the Group is exposed, or has rights, to | |
ਗΫజוዄࠬᎈאԮϞᛆл˸ʿ | variable returns from its involvement with the investee | |
ঐீཀ࿁ҳ༟࿁ʘᛆɢ€у͉ණ | and has the ability to affect those returns through its | |
ྠᐏረʚତϞঐɢ˸˴ኬҳ༟࿁ | power over the investee (i.e. existing rights that give the | |
ᗫݺਗʘ݅πᛆлᅂᚤ༈ഃ | Group the current ability to direct the relevant activities | |
Ϋజࣛdу՟છՓᛆf | of the investee). | |
ࡊ͉ʮ̡ٜટאගટኹϞˇҳ | When the Company has, directly or indirectly, less than | |
༟࿁ɽεᅰҳୃאᗳЧᛆлٙ | a majority of the voting or similar rights of an investee, | |
ᛆлdۆ͉ණྠ൙ПՉ݊щኹ | the Group considers all relevant facts and circumstances | |
Ϟ࿁ҳ༟࿁ʘᛆɢࣛึϽᅇɓ | in assessing whether it has power over an investee, | |
ʲᗫԫྼʿઋرdܼ̍j | including: |
(a) | ၾҳ༟࿁Չ˼ҳୃܵϞɛ | (a) | The contractual arrangement with the other vote |
ʘΥߒτરi | holders of the investee; | ||
(b) | Չ˼Υߒτરהପ͛ʘᛆлi | (b) | rights arising from other contractual arrangements; |
ʿ | and | ||
(c) | ͉ණྠʘҳୃᛆʿᆑίҳୃ | (c) | the Group's voting rights and potential voting rights. |
ᛆf |
ڝ᙮ʮุ̡ᐶܲʊϗ՟ʿᏐϗ՟ ʘٰࢹΐɝ͉ʮ̡ฦूሪf͉ʮ ̡ڝ᙮ʮ̡ʘҳ༟ܲϓ͉ϔৰ Оಯ࠽ΐሪf
The results of subsidiaries are included in the Company's profit or loss to the extent of dividends received and receivables. The Company's investments in subsidiaries are stated at cost less any impairment.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | |
ุਕΥԻ | Business combinations |
ϗᒅุਕ˸ϗᒅجɝሪfุਕΥ | Acquisitions of businesses are accounted for using the |
Իהᔷᜫ˾ᄆ˸ʮʪ࠽ࠇඎdϾʮ | acquisition method. The consideration transferred in a |
ʪ࠽͉ܲණྠהᔷᜫ༟ପe͉ණ | business combination is measured at fair value, which is |
ྠ࿁ϗᒅ˙ۃኹϞɛהପ͛ࠋ | calculated as the sum of the acquisition-date fair values |
ව˸ʿ͉ණྠఱʹ౬ϗᒅ˙છ | of the assets transferred by the Group, liabilities incurred |
Փᛆה೯Бٰ͉ᛆूϗᒅ˚ಂ | by the Group to the former owners of the acquiree and |
ʘʮʪ࠽ᐼձࠇၑfϗᒅᗫϓ | the equity interests issued by the Group in exchange for |
͉ɓছପ͛ࣛฦूʫᆽႩf | control of the acquiree. Acquisition-related costs are |
generally recognised in profit or loss as incurred. | |
ৰ߰ʍᆽႩᒀе̮dהᒅɝ̙ᗆ | Except for certain recognition exemptions, the identifiable |
й༟ପʿהוዄࠋව̀ୌΥৌ | assets acquired and liabilities assumed must meet the |
ਕజڌᇜႡʿΐజ࣪ݖ'€͟ɚཧ | definitions of an asset and a liability in the Framework for |
ɓཧϋɤ˜೯̺ٙৌਕజѓ฿ | the Preparation and Presentation of Financial Statements |
ׂ࣪ݖ'՟˾ʕʘ༟ପʿࠋව֛ | (replaced by the Conceptual Framework for Financial |
່f | Reporting issued in October 2010). |
ϗᒅ˚ಂdהᒅɝ̙ᗆй༟ପ | At the acquisition date, the identifiable assets acquired |
ʿהוዄࠋවܲՉʮʪ࠽ᆽႩd | and the liabilities assumed are recognised at their fair |
Ш˸ɨධৰ̮j | value, except that: |
3.
• ַධ༟ପאࠋවʿϞᗫ ྇ࡰ၅лτરʘ༟ପאࠋව ʱй࣬ኽ࠰ಥึࠇۆୋ 12 הʿ࠰ಥึࠇۆୋ 19 ྇ࡰ၅лᆽႩʿࠇඎi
• deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with HKAS 12 Income Taxes and HKAS 19 Employee Benefits respectively;
• ၾϗᒅ˙˸ٰ΅މਿᓾ˕ ˹τરאމಁ˾ϗᒅ˙˸ ٰ΅މਿᓾ˕˹τરϾࠈͭ ʘ͉ණྠ˸ٰ΅މਿᓾ˕˹ τરϞᗫʘࠋවאٰ͉ʈՈd ϗᒅ˚ಂ࣬ኽ࠰ಥৌਕజ ѓۆୋ 2 ˸ٰ΅މਿᓾ ʘ˕˹ࠇඎ€Ԉɨ˖ึࠇ݁ ഄi
• liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with HKFRS 2 Share-based Payment at the acquisition date (see the accounting policy below);
• ࣬ኽ࠰ಥৌਕజѓۆୋ5 ܵЪ̈ਯڢݴਗ༟ପʿʊ ˟ᐄุਕʱᗳމܵЪ̈ ਯʘ༟ପ€א̈ਯଡ଼Υܲ༈ ۆ ࠇ ඎiʿ
• assets (or disposal groups) that are classified as held for sale in accordance with HKFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that standard; and
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | ||
ุਕΥԻ €ᚃ | Business combinations (Continued) |
• ॡ༣ࠋවܲ௵ቱॡ༣˹ಛ€֛ ່Ԉ࠰ಥৌਕజѓۆୋ 16 ʘତ࠽ᆽႩʿࠇඎd νϗᒅʘॡ༣ϗᒅ˚ಂމ อॡ༣dઓ (a) ॡಂϗᒅ˚ ಂ12 ࡈ˜ʫഐҼiא (b) ᗫ ༟ପމЭᄆ࠽ٙॡ༣ৰ̮f Դ͜ᛆ༟ପܲၾᗫॡ༣ࠋ වΝʘږᕘᆽႩʿࠇඎd ԨආБሜ˸ˀ݈ၾ̹ఙૢ ˢॡ༣ʘϞлאʔлૢ ಛf ਠᚑܲהᔷᜫ˾ᄆeϗᒅ˙ Оڢછٰᛆूʘږᕘʿϗᒅ˙ ཀֻהܵϗᒅ˙ٰ͉ᛆू€νϞ ʮʪ࠽ᐼձ൴̈הϗᒅ̙ᗆй༟ ପʿהוዄࠋවϗᒅ˚ಂʘଋ ᕘࠇඎfࡊࠠอ൙Пܝdהϗ ᒅ̙ᗆй༟ପʿהוዄࠋවʘଋ ᕘ൴̈הᔷᜫ˾ᄆeϗᒅ˙ Оڢછٰᛆूʘږᕘʿϗᒅ˙ ཀֻהܵϗᒅ˙ᛆू€νϞʮ ʪ࠽ʘᐼձdࢨᕘуࣛฦूᆽ Ⴉމܲұᄆϗᒅϗूf
ڢછٰᛆूމତϞהϞᛆᛆूd ԴܵϞɛᆵࣛঐܲˢԷʱ Цᗫڝ᙮ʮ̡༟ପଋ࠽dՉ̙ ڋӉܲڢછٰᛆूܲˢԷʱЦ ϗᒅ˙̙ᗆй༟ପଋ࠽ʘʊᆽႩ ᅰᕘאܲʮʪ࠽ࠇඎf ͉ණྠɓධุਕΥԻᔷʘ ˾ᄆܼ̍א್˾ᄆτરdۆא್ ˾ᄆɗܲՉϗᒅ˚ಂʘʮʪ࠽ࠇ ඎdԨࠇɝЪމɓධุਕΥԻ ᔷʘ˾ᄆɓʱfΥ༟ࣸЪࠇ ඎಂගሜʘא್˾ᄆʘʮʪ࠽ ᜊਗɗ๑ሜfࠇඎಂගሜ މ˜ࠇඎಂග€™ʔ൴ཀϗᒅ˚ ಂৎࠇɓϋΪᐏϗᒅ˚ಂʊ πίԫྼʿઋرʘᕘ̮༟ࣘϾЪ ̈ʘሜf
• lease liabilities are recognised and measured at the present value of the remaining lease payments (as defined in HKFRS 16) as if the acquired leases were new leases at the acquisition date, except for leases for which (a) the lease term ends within 12 months of the acquisition date; or (b) the underlying asset is of low value. Right-of-use assets are recognised and measured at the same amount as the relevant lease liabilities, adjusted to reflect favourable or unfavourable terms of the lease when compared with market terms.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net amount of the identifiable assets acquired and the liabilities assumed as at acquisition date. If, after re-assessment, the net amount of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the relevant subsidiary's net assets in the event of liquidation are initially measured at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets or at fair value.
When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively. Measurement period adjustments are adjustments that arise from additional information obtained during the "measurement period" (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | |
ุਕΥԻ €ᚃ | Business combinations (Continued) |
ʔୌΥЪމࠇඎಂගሜʘא್ | The subsequent accounting for the contingent |
˾ᄆʘՉܝึࠇஈଣd՟Ӕא | consideration that do not qualify as measurement period |
್˾ᄆνОʱᗳfʱᗳމᛆूʘ | adjustments depends on how the contingent consideration |
א್˾ᄆՉܝజѓ˚ಂʔึࠠ | is classified. Contingent consideration that is classified |
อࠇඎdՉܝഐၑᛆूʫආБ | as equity is not remeasured at subsequent reporting |
ɝሪஈଣfʱᗳމ༟ପאࠋවʘ | dates and its subsequent settlement is accounted for |
א್˾ᄆՉܝజѓ˚ಂࠠอࠇ | within equity. Contingent consideration that is classified |
ඎЇʮʪ࠽dϾᏐϗूאᑦฦ | as an asset or a liability is remeasured to fair value at |
ɗฦूʕᆽႩf | subsequent reporting dates, with the corresponding gain |
or loss being recognised in profit or loss. | |
ࡊุਕΥԻʱචݬ༺ϓd͉ණྠ | When a business combination is achieved in stages, the |
ۃܵϞʘϗᒅ˙ٰᛆɗϗ | Group's previously held equity interest in the acquiree is |
ᒅ˚ಂ€у͉ණྠᐏછՓᛆʘ˚ | remeasured to fair value at the acquisition date (i.e. the |
ಂࠠอࠇඎЇʮʪ࠽dϾהପ͛ | date when the Group obtains control), and the resulting |
ʘϗूאᑦฦ€νϞɗฦूא | gain or loss, if any, is recognised in profit or loss or other |
Չ˼Όࠦϗू€νቇ͜ʫᆽႩf | comprehensive income, as appropriate. Amounts arising |
ϗᒅ˚ಂۃʊՉ˼Όࠦϗू | from interests in the acquiree prior to the acquisition |
ᆽႩԨܲ࠰ಥৌਕజѓۆୋ9 | date that have previously been recognised in other |
ࠇඎʘϗᒅ˙ᛆूପ͛ʘږ | comprehensive income and measured under HKFRS 9 |
ᕘdਗ਼͉ܲණྠٜટ̈ਯۃܵ | would be accounted for on the same basis as would |
ϞʘٰᛆהცʘΝਿɝሪf | be required if the Group had disposed directly of the |
previously held equity interest. | |
ࡊุਕΥԻʘڋӉึࠇஈଣΥ | If the initial accounting for a business combination is |
Ի೯͛ʘజѓಂ͋ʥ͊ҁϓdۆ | incomplete by the end of the reporting period in which |
͉ණྠึఱʥ͊ҁϓึࠇஈଣʘ | the combination occurs, the Group reports provisional |
ධͦяజᅲ֛ږᕘf༈ഃᅲ֛ږ | amounts for the items for which the accounting is |
ᕘࠇඎಂග€Ԉɪ˖ʫЪ̈ | incomplete. Those provisional amounts are adjusted |
๑ሜdԨᆽႩᕘ̮༟ପאࠋවd | retrospectively during the measurement period (see |
˸ˀ݈ᐏϞᗫϗᒅ˚ಂʊπ | above), and additional assets or liabilities are recognised, |
ίԫྼʿઋرʘอ༟ࣘdϾࡊٝ | to reflect new information obtained about facts and |
༈ഃ༟ࣘdਗ਼ึᅂᚤ˚ᆽ | circumstances that existed at the acquisition date that, if |
Ⴉʘږᕘf | known, would have affected the amounts recognised at |
that date. |
3.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ
ԸІ܄˒Υߒʘϗɝ
͉ණྠҁϓᄵߒபࣛ€אఱϤ ᆽႩϗूdуत֛ᄵߒப ᗫٙਠۜאਕٙ˜છՓᛆ™ᔷᜫ ʚ܄˒ࣛᆽႩϗूf ᄵߒபܸᆽۜʿਕ€אɓ ଡ଼ۜאਕאɓӻΐɽߧΝ
ٙᆽۜאਕf
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Revenue from contracts with customers
The Group recognises revenue when (or as) a performance obligation is satisfied, i.e. when "control" of the goods or services underlying the particular performance obligation is transferred to the customer.
A performance obligation represents a good or service (or a bundle of goods or services) that is distinct or a series of distinct goods or services that are substantially the same.
છՓᛆึᎇࣛගᔷdϾࡊတԑ ˸ɨՉʕɓධᅺdۆϗूɗਞ ҁΌတԑᗫᄵߒபٙආܓ ϾᎇࣛගᆽႩj
Control is transferred over time and revenue is recognised over time by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:
• ͉ණྠᄵߒࣛ܄˒Νࣛ՟ Ԩঃ͉͜ණྠᄵߒהԶ ٙ л ूi
• the customer simultaneously receives and consumes the benefits provided by the Group's performance as the Group performs;
• ͉ණྠٙᄵߒБމ௴ிʿ ʺ܄˒͉ණྠᄵߒࣛʊછ Փ ٙ ༟ ପiא
• the Group's performance creates and enhances an asset that the customer controls as the Group performs; or
• ͉ණྠٙᄵߒБމԨೌ௴ி ࿁͉ණྠϾԊϞՉ˼ٙ͜ ༟ପd˲͉ණྠኹϞఱԙʦ މ˟ʊҁϓٙᄵߒʱᐏ˹ ಛ̙ٙ੶БੂБᛆлf
• the Group's performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date.
щۆdϗू܄˒՟ᆽۜ | Otherwise, revenue is recognised at a point in time when |
אਕછՓᛆٙࣛගᓃᆽႩf | the customer obtains control of the distinct good or |
service. | |
Υߒ༟ପܸ͉ණྠఱΣ܄˒౬՟ | A contract asset represents the Group's right to |
͉ණྠʊᔷᜫٙਠۜאਕϗ՟ | consideration in exchange for goods or services that |
˾ᄆٙᛆл€֠͊ϓމೌૢf | the Group has transferred to a customer that is not yet |
Չ࣬ኽ࠰ಥৌਕజѓۆୋ 9 | unconditional. It is assessed for impairment in accordance |
൙Пಯ࠽fˀdᏐϗಛධܸ͉ | with HKFRS 9. In contrast, a receivable represents the |
ණྠϗ՟˾ᄆٙೌૢᛆлdу | Group's unconditional right to consideration, i.e. only |
̥ცܙࣛගཀ̘˾ᄆуՑಂ˕ | the passage of time is required before payment of that |
˹f | consideration is due. |
Rare Earth Magnesium Technology Group Holdings Limited | |
Annual Report 2020 |
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | |
ԸІ܄˒Υߒʘϗɝ€ᚃ | Revenue from contracts with customers (Continued) |
Υߒࠋවܸ͉ණྠΪʊІ܄˒ϗ | A contract liability represents the Group's obligation |
՟˾ᄆ€אՑಂϗ՟ٙ˾ᄆdϾ | to transfer goods or services to a customer for which |
Σ܄˒ᔷᜫਠۜאਕʘபf | the Group has received consideration (or an amount of |
consideration is due) from the customer. | |
ၾΥߒϞᗫʘΥߒ༟ପʿΥߒࠋ | A contract asset and a contract liability relating to a |
වΐЪ˸ଋᕘਿяΐf | contract are accounted for an presented on a net basis. |
ԸІ̋ʈʿቖਯุ༵٭ࣘeᒝପ | Revenue from the processing and sales of magnesium |
ۜʿ፻အኒʘϗूପۜٙછ | products is recognised at a point in time when control |
Փᛆίପۜʹ˹ʚ܄˒˲܄˒ʊટ | of the products has transferred, being at the point the |
ॶପۜٙࣛගᓃᔷ˸ʿԨೌ̙ | products are delivered to the customer and the customer |
ঐึᅂᚤ܄˒ટॶପۜٙ͊ᄵБ | has accepted the products, and there is no unfulfilled |
பࣛᎇࣛගᓃʚ˸ᆽႩfପ | obligation that could affect the customer's acceptance |
ۜʊ༶Ցܸ֛ήᓃdପۜᔚ | of the products. Delivery occurs when the products |
ʿ፲̰ٙࠬᎈʊᔷЇ܄˒dʿ | have been shipped to the specified location, the risks |
܄˒ܲቖਯΥߒટॶପۜdא | of obsolescence and loss have been transferred to the |
ટॶૢಛʊ̰ࣖdא͉ණྠϞ܄ | customer, and either the customer has accepted the |
ᝈᗇኽᗇהϞટॶᅺѩʊ༺ | products in accordance with the sales contract, the |
ϓࣛdʹ˹уѓҁϓf | acceptance provisions have lapsed, or the Group has |
objective evidence that all criteria for acceptance have | |
been satisfied. | |
༈ഃቖਯٙϗूܲΥߒࠈٙ | Revenue from these sales is recognised based on the |
ᄆࣸ€ϔৰұϔeΫజʿᄣ࠽ | price specified in the contract, net of discounts, returns |
ʚ˸ᆽႩf | and value added taxes. |
Ꮠϗಛධପۜʹ˹ʿ܄˒ટॶ | A receivable is recognised when the products are |
ପۜࣛᆽႩdΪԟɓՍකd | delivered and the customers accept the products, as this |
˹ಛʘՑಂසࣛගٙݴd݂ | is the point in time that the consideration is unconditional |
ϗ՟˾ᄆϓމೌૢf | because only the passage of time is required before the |
payment is due. |
3.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ
ִ݁ᅡಛ
ִ݁ᅡಛʔʚᆽႩdٜЇϞΥଣ ڭᗇd͉ණྠਗ਼ୌΥִ݁ᅡಛᎇ ڝٙૢd˸ʿਗ਼ϗᐏᅡಛܝd ˙ึᆽႩf ࡊၾϗɝᗫ٫ʘִ݁ᅡಛϓމ ᏐϗಛධdЪމʊପ͛ٙක˕א ᑦฦٙᏎᎵdאԶʚ͉ණྠϾӚ Ϟᗫ͊Ըϓ͉уࣛৌਕ˕ܵd ۆϓމᏐϗಛධʘಂගฦू ᆽႩfϞᗫᅡಛ˜Չ˼ϗɝʿϗ ूଋᕘ™ධɨяΐf
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Government Grants
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.
Government grants related to income that become receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable. Such grants are presented under "other income and other gains, net".
يุeᅀגʿண௪
يุeᅀגʿண௪މ͜Ъ͛ପא ԶᏐيאਕdאБ݁ٙ͜ ೌҖ༟ପ€ίܔʈৰ̮ܲϓ͉ ಯՉܝଢ଼ࠇұᔚʿଢ଼ࠇಯ࠽ᑦฦ ΐሪf
Property, Plant and Equipment
Property, plant and equipment, are tangible assets that are held for use in the production or supply of goods or services, or for administrative purposes (other than construction in progress), are stated at cost less subsequent accumulated depreciation and accumulated impairment losses.
ϓ͉ܼ̍މԴ༟ପ༺Ցঐܲ ၍ଣᄴᏝ֛ٙ˙όක࢝ᐄה̀ ࠅٙЗໄʿૢϾٜટପ͛ٙ Оϓ͉dʿ€ఱΥ༟ࣸ༟ପϾԊ࣬ ኽ͉ණྠึࠇ݁ഄ༟͉ʷٙ࠾൲ ϓ͉fϤഃ༟ପ˸Չ˼يุ༟ପ ٙΝਿd༟ପ̙ԶᏝ֛͜ ࣛකࠇұᔚf ίܔʈܼ̍ܔி˸Զ͛ପא͉ Ԓ༶ٙ͜يุeᅀגʿண௪fί ܔʈɗܲϓ͉ಯОʊᆽႩಯ ࠽ᑦฦΐሪfίܔʈҁϓʿ ̙ԶᏝ֛͜dۆᅡɝيุeᅀ גʿண௪ٙቇʱᗳfϤഃ༟ପ ˸Չ˼يุ༟ପٙΝਿd ༟ପ̙ԶᏝ֛ࣛ͜කࠇၑұ ᔚf
Costs include any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and, for qualifying assets, borrowing costs capitalised in accordance with the Group's accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.
Construction in progress includes property, plant and equipment in the course of construction for production or for its own use purposes. Construction in progress is carried at cost less any recognised impairment loss. Construction in progress is classified to the appropriate category of property, plant and equipment when completed and ready for intended use. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | |
يุeᅀגʿண௪€ᚃ | Property, Plant and Equipment (Continued) |
͉ණྠఱيุٙኹϞᛆᛆू | When the Group makes payments for ownership interests |
€ܼ̍ॡ༣ɺήʿᅽρʱ˹ಛ | of properties which includes both leasehold land and |
ࣛdΌ˾ᄆॡ༣ɺήʿᅽρ | building elements, the entire consideration is allocated |
ʱʘගܲڋᆽႩࣛٙ࿁ʮ | between the leasehold land and the building elements in |
ʪ࠽ٙˢԷʱৣf | proportion to the relative fair values at initial recognition. |
ࡊᗫ˹ಛঐ̙ቦʱৣdۆ˸ | To the extent the allocation of the relevant payments |
ᐄॡ༣ɝሪٙॡ༣ɺήᛆूၝ | can be made reliably, interest in leasehold land that |
Υৌਕًرڌʕяΐމ˜Դ͜ᛆ༟ | is accounted for as an operating lease is presented as |
ପ™fࡊ˾ᄆೌجᗫॡ༣ɺή | "right-of-use assets" in the consolidated statement of |
ٙڢॡ༣ᅽρʱʿ͊ʱ௲ᛆू | financial position. When the consideration cannot be |
ග̙ቦʱৣdۆධيุʱᗳމ | allocated reliably between non-lease building element |
يุeᅀגʿண௪f | and undivided interest in the underlying leasehold land, |
the entire properties are classified as property, plant and | |
equipment. | |
ұᔚɗПࠇ̙Դ͜ϋಂʫ˸ٜ | Depreciation is recognised so as to write off the cost of |
ᇞجᆽႩd˸ቖ༟ପϓ͉fП | assets less their residual values over their estimated |
ࠇ̙Դ͜ϋಂe௵ቱᄆ࠽ʿұᔚ | useful lives, using the straight-line method. The |
˙جึίజѓಂ͋ආБᄲࣨd | estimated useful lives, residual values and depreciation |
ϾОПࠇᜊһʘᅂᚤɗʔʚ | method are reviewed at the end of each reporting period, |
๑ήɝሪf | with the effect of any changes in estimate accounted for |
on a prospective basis. | |
يุeᅀגʿண௪̈ਯࣛאཫ | An item of property, plant and equipment is derecognised |
ಂܵᚃԴ͜༈༟ପʔΎ੭Ը͊Ը | upon disposal or when no future economic benefits are |
лूࣛ՟ऊᆽႩfΪ༟ପ՟ | expected to arise from the continued use of the asset. |
ऊᆽႩପ͛ٙОϗूאᑦฦ€ܲ | Any gain or loss arising on derecognition of the asset |
̈ਯהಛධଋᕘၾධͦሪࠦ࠽ | (calculated as the difference between the net disposal |
ٙࢨᕘࠇၑɗධͦ՟ऊᆽႩٙ | proceeds and the carrying amount of the item) is included |
ಂගʫࠇɝಂʫฦूf | in profit or loss in the period in which the item is |
derecognised. |
3.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ
ॡ༣ ॡ༣່֛ٙ
ࡊΥߒረʚᛆлɓݬࣛගʫછ Փʊᗆй༟ପٙ͜˸౬՟˾ᄆd ۆ༈Υߒމ̍ўॡ༣f ఱϣᏐ͜˚ಂאʘܝࠈͭא ࡌҷאุ͟ਕΥԻପ͛ٙΥߒϾ Ԋd͉ණྠ࣬ኽ࠰ಥৌਕజѓ ۆୋ16 ່֛ٙڋאࡌҷ˚ಂ אϗᒅ˚ಂ€ࡊቇ͜൙П༈Υߒ ݊щމॡ༣א̍ўॡ༣fৰڢΥ ߒٙૢಛʿૢՉܝ̈ତᜊਗd щۆϞᗫΥߒਗ਼ʔʚࠠอ൙Пf
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Leases
Definition of a lease
Lease is a contract contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
For contracts entered into or modified or arising from business combinations on or after the date of initial application, the Group assesses whether a contract is or contains a lease based on the definition under HKFRS 16 at inception, modification date or acquisition date, as appropriate. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.
͉ණྠЪމוॡɛ ਗ਼˾ᄆʱৣЇΥߒଡ଼ϓʱ
ఱ̍ўॡ༣ଡ଼ϓʱ˸ʿɓධא εධᕘ̮ॡ༣אڢॡ༣ଡ଼ϓʱ ʘΥߒϾԊd͉ණྠ࣬ኽॡ༣ଡ଼ ϓʱʘ࿁ዹͭᄆࣸʿڢॡ༣ ଡ଼ϓʱʘዹͭᄆࣸᐼձਗ਼Υߒ ˾ᄆʱৣЇॡ༣ଡ଼ϓʱd̍ ܼϗᒅўϞॡ༣ɺήʿڢॡ༣ᅽ ρଡ଼ϓʱٙيุٙהϞᛆᛆू ٙΥߒdઓϞᗫʱৣೌج̙ቦЪ ̈ۆৰ̮f ͉ණྠ͵મ̙͜Бᛆ֝˙جdʔ ਗ਼ڢॡ༣ଡ଼ϓʱॡ༣ଡ଼ϓ ʱਜʱකԸdϾ݊ਗ਼ॡ༣ଡ଼ϓ ʱʿОᗫڢॡ༣ଡ଼ϓʱЪ މɓධఊዹٙॡ༣ଡ଼ϓʱආБ ɝሪf
The Group as a lessee
Allocation of consideration to components of a contract
For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components, including contract for acquisition of ownership interests of a property which includes both leasehold land and non-lease building components, unless such allocation cannot be made reliably.
The Group also applies practical expedient not to separate non-lease components from lease component, and instead account for the lease component and any associated non-lease components as a single lease component.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | |
ॡ༣ €ᚃ | Leases (Continued) |
͉ණྠЪމוॡɛ €ᚃ | The Group as a lessee (Continued) |
ಂॡ༣ʿЭᄆ࠽༟ପॡ༣ | Short-term leases and leases of low-value assets |
࿁ॡಂІක˚ಂৎࠇ 12 ࡈ˜ | The Group applies the short-term lease recognition |
א˸ʫ˲Ԩೌ̍ўᒅ൯፯ᛆٙ | exemption to leases of machinery and equipment |
ዚኜʿண௪ॡ༣d͉ණྠᏐ͜ | that have a lease term of 12 months or less from the |
ಂॡ༣ᆽႩᒀеf͉ණྠ͵࿁Э | commencement date and do not contain a purchase option. |
ᄆ࠽༟ପॡ༣Ꮠ͜ᆽႩᒀеf | It also applies the recognition exemption for lease of low- |
ಂॡ༣ʿЭᄆ࠽༟ପॡ༣ٙॡ༣ | value assets. Lease payments on short-term leases and |
˹ಛٜܲᇞਿא̤ɓӻ୕ਿ | leases of low-value assets are recognised as expense on |
ॡಂʫᆽႩމක˕f | a straight-line basis or another systematic basis over the |
lease term. | |
Դ͜ᛆ༟ପ | Right-of-use assets |
Դ͜ᛆ༟ପٙϓ͉ܼ̍j | The cost of right-of-use asset includes: |
• ॡ༣ࠋවڋӉࠇඎږᕘi
3.
• the amount of the initial measurement of the lease liability;
• ක˚ಂאʘۃЪ̈ٙ Оॡ༣˹ಛdಯ̘ʊᐏٙ ॡ༣Ꮄi
• ͉ණྠהପ͛ٙОڋٜ ટϓ͉iʿ
• ͉͟ණྠᄻৰʿৰᗫ༟ ପdܨూՉהίఙήאਗ਼ ᗫ༟ପܨూՑॡ༣ૢಛʿૢ הࠅӋٙૢהପ͛ٙϓ ͉Пၑdৰڢ༈ഃϓ͉ɗΪ ͛ପπϾପ͛f
• any lease payments made at or before the commencement date, less any lease incentives received;
• any initial direct costs incurred by the Group; and
• an estimate of costs to be incurred by the Group in dismantling and removing the underlying assets, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories.
Դ͜ᛆ༟ପܲϓ͉ಯОଢ଼ࠇұ | Right-of-use assets are measured at cost, less any |
ᔚʿಯ࠽ᑦฦࠇඎdԨఱॡ༣ࠋ | accumulated depreciation and impairment losses, and |
වٙОࠠอࠇඎЪ̈ሜf | adjusted for any remeasurement of lease liabilities. |
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ
ॡ༣ €ᚃ ͉ණྠЪމוॡɛ €ᚃ Դ͜ᛆ༟ପ €ᚃ
ఱ͉ණྠॡಂഐҼࣛΥଣᆽ֛ ᐏ՟ᗫॡ༣༟ପהϞᛆʘԴ͜ ᛆ༟ପϾԊdϞᗫԴ͜ᛆ༟ପІ ක˚ಂৎЇ̙Դ͜ϋಂഐҼಂ ගࠇұᔚfίՉ˼ઋرɨdԴ ͜ᛆ༟ପٜܲᇞਿՉПࠇ̙ Դ͜ϋಂၾॡಂՇ٫ʘ༰ಂග ʫࠇұᔚf ͉ණྠၝΥৌਕًرڌʫਗ਼Դ ͜ᛆ༟ପяΐމɓධఊዹධͦf
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Leases (Continued)
The Group as a lessee (Continued)
Right-of-use assets (Continued)
Right-of-use assets in which the Group is reasonably certain to obtain ownership of the underlying leased assets at the end of the lease term are depreciated from commencement date to the end of the useful life. Straight-line basis over the shorter of its estimated useful life and the lease term.
The Group presents right-of-use as a separate line item on the consolidated statement of financial position.
ॡ༣ࠋව
ॡ༣ක˚ಂd͉ණྠܲ˚֠ ͊˕˹ٙॡ༣˹ಛତ࠽ᆽႩʿࠇ ඎॡ༣ࠋවfఱࠇၑॡ༣˹ಛତ ࠽ϾԊdࡊॡ༣ʕᒯўлଟʔ ᆽ֛dۆ͉ණྠॡ༣ක˚ಂ Դٙ͜ᄣඎ࠾ಛлଟආБࠇၑf
Lease liabilities
At the commencement date of a lease, the Group recognises and measures the lease liability at the present value of lease payments that are unpaid at that date. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable.
ࠇɝࠇඎॡ༣ࠋවʘॡ༣˹ಛ̍ ܼj
Lease payments included in the measurement of the lease liability comprise:
• | ո֛ॡ༣ಛධ€ܼ̍ྼሯٙ | fixed lease payments (including in-substance fixed |
ո֛˹ಛಯ̘Оʊᐏ | payments), less any lease incentives receivable; | |
ॡ༣Ꮄi |
•
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | |
ॡ༣ €ᚃ | Leases (Continued) |
͉ණྠЪމוॡɛ €ᚃ | The Group as a lessee (Continued) |
ॡ༣ࠋව €ᚃ | Lease liabilities (Continued) |
• ༧ᎇܸᅰאˢଟϾ֛̙ٙᜊ | • variable lease payments that depend on an index or |
ॡ༣˹ಛdڋӉܲක˚ಂ | rate, initially measured using the index or rate at the |
ܸٙᅰאˢଟࠇඎi | commencement date; |
3.
• ࣬ኽ௵ቱᄆ࠽ዄڭཫಂਗ਼͟ וॡɛ˕˹ٙږᕘi
• the amount expected to be payable by the lessee under residual value guarantees;
• ࡊוॡɛΥଣᆽ֛БԴᒅ൯ ፯ᛆdۆމ༈፯ᛆٙБ Դ ᄆiʿ
• the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
• ࡊॡಂˀ݈ਗ਼БԴ፯ᛆ ˟ॡ༣dۆ˕˹˟ॡ༣ٙ ၮಛf
• payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
ක˚ಂܝdॡ༣ࠋවఱᏐࠇ
After the commencement date, lease liabilities are
лࢹʿॡ༣˹ಛЪ̈ሜf
adjusted by interest accretion and lease payments.
ࡊ̈ତ˸ɨઋرd͉ණྠࠠอࠇ
The Group remeasures lease liabilities (and makes a
ඎॡ༣ࠋව€ԨఱᗫԴ͜ᛆ༟ପ
corresponding adjustment to the related right-of-use
Ъ̈Ꮠሜj
assets) whenever:
• ॡಂϞהᜊਗאБԴᒅ൯፯ ᛆٙ൙П೯͛ᜊʷdίϤ ઋرɨdᗫॡ༣ࠋවீཀ Դࠠ͜อ൙П˚ಂٙࡌࠈ ൨ତଟ൨ତࡌࠈॡ༣˹ಛ Ͼࠠอࠇඎf
• the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the related lease liability is remeasured by discounting the revised lease payments using a revised discount rate at the date of reassessment.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | ||
ॡ༣ €ᚃ | Leases (Continued) | |
͉ණྠЪމוॡɛ €ᚃ | The Group as a lessee (Continued) | |
ॡ༣ࠋව €ᚃ | Lease liabilities (Continued) |
• | ॡ༣˹ಛΪආБ̹ఙॡږሜ | the lease payments change due to changes in market |
ݟܝ̹ఙॡږᜊਗŊϞዄڭ | rental rates following a market rent review/expected | |
௵ቱᄆ࠽ɨཫಂ˹ಛᜊਗϾ | payment under a guaranteed residual value, in which | |
̈ତᜊਗdίϤઋرɨd | cases the related lease liability is remeasured by | |
ᗫॡ༣ࠋවԴ͜ڋ൨ତଟ | discounting the revised lease payments using the | |
൨ତࡌࠈॡ༣˹ಛϾࠠอ | initial discount rate. | |
ࠇඎf |
•
ॡ༣ࠋවၝΥৌਕًرڌʕя | The lease liability is presented as a separate line in the |
ΐމɓධఊዹධͦf | consolidated statement of financial position. |
ॡ༣ٙࡌࠈ | Lease modifications |
ৰ͉ණྠʊᏐ̙͜Бᛆ֝˙جٙ | Except for Covid-19-related rent concessions in which the |
อڿ٬فޥઋᗫॡږᎴ̮d | Group applied the practical expedient, the Group accounts |
ࡊ̈ତ˸ɨઋرd͉ණྠਗ਼ॡ༣ | for a lease modification as a separate lease if: |
ٙࡌҷЪމɓධఊዹٙॡ༣ආБ | |
ɝ ሪj |
• ॡ༣ࡌࠈஷཀᄣ̋əԴ͜ɓ ධא˸ɪᗫ༟ପٙᛆлԴ ॡ༣ᇍఖᄣɽiʿ
•
the modification increases the scope of the lease by adding the right to use one or more underlying assets; and
• ॡ༣˾ᄆᄣ̋ٙږᕘ ᓒɽᇍఖ࿁Ꮠٙఊዹᄆࣸd ̋ɪ˸ˀ݈त֛Υߒٙྼყ ઋر࿁ఊዹᄆࣸආБٙО ቇሜf ఱ͊Ъމɓධఊዹॡ༣ɝሪٙॡ ༣ࡌҷϾԊd͉ණྠீཀԴ͜ࡌ ҷ͛ࣖ˚ಂٙࡌࠈ൨ତଟ൨ତ ࡌࠈॡ༣˹ಛd࣬ኽࡌࠈॡ ༣ٙॡಂࠠอࠇඎॡ༣ࠋවf
•
the consideration for the leases increases by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract.
For a lease modification that is not accounted for as a separate lease, the Group remeasures the lease liability based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | |
ॡ༣ €ᚃ | Leases (Continued) |
ॡ༣ٙࡌࠈ €ᚃ | Lease modifications (Continued) |
͉ණྠஷཀ࿁ᗫԴ͜ᛆ༟ପආ | The Group accounts for the remeasurement of lease |
БᏐሜd˸࿁ॡ༣ࠋවආБ | liabilities by making corresponding adjustments to the |
ࠠอࠇඎfࡌࠈΥߒ̍ўॡ | relevant right-of-use asset. When the modified contract |
༣ଡ଼ϓʱ˸ʿɓධאεධᕘ̮ | contains a lease component and one or more additional |
ॡ༣אڢॡ༣ଡ଼ϓʱࣛd͉ණ | lease or non-lease components, the Group allocates |
ྠ࣬ኽॡ༣ଡ଼ϓʱٙ࿁ዹͭ | the consideration in the modified contract to each lease |
ᄆࣸʿڢॡ༣ଡ଼ϓʱٙዹͭᄆ | component on the basis of the relative stand-alone price |
ࣸᐼᕘdਗ਼ࡌࠈΥߒʕٙ˾ᄆ | of the lease component and the aggregate stand-alone |
ʱৣЇॡ༣ଡ଼ϓʱf | price of the non-lease components. |
อڿ٬فޥઋᗫॡږᄱе | Covid-19-related rent concessions |
ఱΪኬߧٜટପ͛ٙၾॡ༣Υߒ | In relation to rent concessions that occurred as a direct |
ϞᗫٙॡږᄱеϾԊd͉ණྠʊ | consequence of the Covid-19 pandemic, the Group has |
፯ίတԑɨΐהϞૢࣛᏐ͜ | elected to apply the practical expedient not to assess |
̙Бᛆ֝˙جʔ൙ПϞᗫᜊਗ݊ | whether the change is a lease modification if all of the |
щމɓධॡ༣ࡌҷj | following conditions are met: |
3.
• ॡ༣˹ಛᜊਗኬߧʘॡ༣ʘ ࡌࠈ˾ᄆၾၡટᜊਗʘۃ ٙॡ༣˾ᄆਿ͉ΝאЭ ༈˾ᄆi
• the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;
• ॡ༣˹ಛʘОಯˇසᅂᚤ ࡡ 2021ϋ 6˜30 ˚אʘۃՑ ಂ ٙ ˹ ಛiʿ
• any reduction in lease payments affects only payments originally due on or before 30 June 2021; and
• ॡ༣ٙՉ˼ૢಛʿૢԨೌ ྼሯᜊਗf
• there is no substantive change to other terms and conditions of the lease.
Ꮠ̙͜Бᛆ֝˙جਗ਼ॡږᄱеኬ | A lessee applying the practical expedient accounts |
ߧʘॡ༣˹ಛᜊਗΐሪʘוॡɛ | for changes in lease payments resulting from rent |
ਗ਼˸Νɓ˙όਗ਼Ꮠ͜࠰ಥৌਕజѓ | concessions the same way it would account for the |
ۆୋ 16 ˜ॡ༣™ٙᜊਗɝሪ€ࡊ | changes applying HKFRS 16 if the changes are not a lease |
ᜊਗԨڢॡ༣ࡌࠈfॡ༣˹ಛʘ | modification. Forgiveness or waiver of lease payments |
ᄱеאᒀеɝሪΐЪ̙ᜊॡ༣ | are accounted for as variable lease payments. The related |
˹ಛfᗫॡ༣ࠋවᐏሜ˸ˀ | lease liabilities are adjusted to reflect the amounts |
݈ᄱеאᒀеʘږᕘdԨ༈ԫ | forgiven or waived with a corresponding adjustment |
೯͛ٙಂගʫίฦूʕᆽႩ | recognised in the profit or loss in the period in which the |
Ꮠሜf | event occurs. |
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ
ೌҖ༟ପ ุਕΥԻʕϗᒅٙೌҖ༟ପ
ίุਕΥԻʕϗᒅٙೌҖ༟ପd ߰ୌΥೌҖ༟ପ່֛ٙdϾʮʪ ࠽ঐ̙ቦήࠇඎdۆၾਠᚑʱ කᗆйʿᆽႩfϞᗫೌҖ༟ପٙ ϓ͉ᆽႩމՉϗᒅ˚ಂٙʮʪ ࠽f ϣᆽႩܝdՈϞϞࠢԴ͜ϋ ಂٙೌҖ༟ପɗܲϓ͉ಯଢ଼ࠇᛅ ቖʿОଢ଼ࠇಯ࠽ᑦฦΐሪfՈ ϞϞࠢԴ͜ϋಂٙೌҖ༟ପ˸ٜ ᇞجܲՉПࠇ̙Դ͜ϋಂࠇᛅ ቖfא٫dኹϞೌࠢԴ͜ϋಂٙ ༟ପ̙ܲϓ͉ಯОՉܝଢ଼ࠇಯ ࠽ᑦฦΐሪf
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Intangible Assets
Intangible Assets Acquired in a Business Combination
Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset and their fair values can be measured reliably. The cost of such intangible assets is recognised at their fair value at the acquisition date.
Subsequent to initial recognition, intangible assets with finite useful lives are carried at cost less accumulated amortisation and any accumulated impairment losses. Amortisation for intangible assets with finite useful lives is provided on a straight-line basis over their estimated useful lives. Alternatively, assets with indefinite useful lives are carried at cost less any subsequent accumulated impairment losses.
ೌҖ༟ପɗ̈ਯࣛאཫಂԴ ͜א̈ਯʔึପ͛͊Ըлू ࣛ˟ᆽႩf˟ᆽႩೌҖ༟ ପהପ͛ٙϗूʿᑦฦ€ܲ༟ପ ٙ̈ਯהಛධଋᕘၾሪࠦ࠽ʘ ගٙࢨᕘࠇඎ˟ᆽႩ༟ପࣛ ίฦूʕᆽႩf
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains and losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | |
ೌҖ༟ପ €ᚃ | Intangible Assets (Continued) |
ਖ਼лᛆ | Patent |
ᒅɝਖ਼лᛆʘක˕ਗ਼ʚ༟͉ʷd | Expenditure on acquired patent is capitalised and |
Ԩ˸ٜᇞجܲІਖ਼лᛆ̙Դ͜˚ | amortised using the straight-line method over its |
ಂৎࠇɘЇɤʬϋʘПࠇ̙Դ͜ | estimated useful life of 9 to 16 years, from the date when |
ϋಂᛅቖf | the patent is available for use. |
يุeᅀגʿண௪eԴ͜ᛆ | Impairment on property, plant and equipment, right-of-use |
༟ପʿೌҖ༟ପ€ਠᚑৰ̮ | assets, and intangible assets other than goodwill |
ಯ࠽ | |
జѓಂ͋d͉ණᄲቡՉي | At the end of the reporting period, the Group reviews the |
ุeᅀגʿண௪eԴ͜ᛆ༟ପʿ | carrying amounts of its property, plant and equipment, |
ՈϞࠢԴ͜ϋಂೌҖ༟ପ€ਠᚑৰ | right-of-use assets, intangible assets with finite useful |
̮ʘሪࠦ࠽d˸ᔾ֛݊щϞО | lives to determine whether there is any indication that |
༦ᜑͪ༈ഃ༟ପʊ̈ତಯ࠽ᑦ | these assets have suffered an impairment loss. If any |
ฦfࡊπίОϞᗫ༦dۆึ | such indication exists, the recoverable amount of the |
ПࠇϞᗫ༟ପ̙ٙϗΫږᕘ˸ᔾ | relevant asset is estimated in order to determine the |
֛ಯ࠽ᑦฦ€νϞʘܓfೌࠢ | extent of the impairment loss (if any). Intangible assets |
Դ͜ϋಂʘೌҖ༟ପʿ̙֠͊Զ | with indefinite useful lives and intangible assets not |
Դ͜ʘೌҖ༟ପЇˇӊϋʿϞ | yet available for use are tested for impairment at least |
༦ᜑͪ༟ପ̙ঐ̈ତಯ࠽ࣛආ | annually, and whenever there is an indication that they |
Бಯ࠽༊f | may be impaired. |
يุeᅀגʿண௪eԴ͜ᛆ༟ପ | The recoverable amount of property, plant and equipment, |
ʿೌҖ༟ପʘ̙ϗΫږᕘʚ˸ࡈ | right-of-use assets, and intangible assets are estimated |
йПࠇfࡊೌجࡈйПࠇ̙ϗΫ | individually. When it is not possible to estimate the |
ږᕘdۆ͉ණྠึПࠇ༈༟ପה | recoverable amount individually, the Group estimates the |
᙮ତږପ͛ఊЗʘ̙ϗΫږᕘf | recoverable amount of the cash-generating unit to which |
the asset belongs. | |
ίఱಯ࠽༊ତږପ͛ఊЗࣛd | In testing a cash-generating unit for impairment, |
̙ண֛Υଣɓߧٙʱৣਿࣛd | corporate assets are allocated to the relevant cash- |
ʮ̡༟ପึʱৣЇᗫତږପ͛ | generating unit when a reasonable and consistent basis |
ఊЗdщۆϞᗫ༟ପึʱৣЇ̙ | of allocation can be established, or otherwise they are |
ண֛Υଣɓߧʱৣਿʘତږପ | allocated to the smallest group of cash generating units |
͛ఊЗ௰ʃଡ଼йfఱʮ̡༟ପה | for which a reasonable and consistent allocation basis can |
᙮ତږପ͛ఊЗאତږପ͛ఊЗ | be established. The recoverable amount is determined |
ଡ଼йᔾ֛̙ϗΫږᕘdԨၾᗫ | for the cash-generating unit or group of cash-generating |
ତږପ͛ఊЗאତږପ͛ఊЗଡ଼ | units to which the corporate asset belongs, and is |
йʘሪࠦ࠽ආБˢ༰f | compared with the carrying amount of the relevant cash- |
generating unit or group of cash-generating units. |
3.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ
يุeᅀגʿண௪eԴ͜ᛆ ༟ପʿೌҖ༟ପ€ਠᚑৰ̮ ಯ࠽€ᚃ
̙ϗΫږᕘމʮʪ࠽ಯ̈ਯϓ͉ ၾԴ͜ᄆ࠽Շ٫ʕʘ༰৷٫f ൙ПԴ͜ᄆ࠽ࣛdɗ˸ˀ݈ͦۃ ̹ఙ࿁࿆ࣛගᄆ࠽ʿ༟ପ€אତ ږପ͛ఊЗПࠇ͊Ըତږݴඎ ሜۃʘዹϞࠬᎈʘۃ൨ତଟ ਗ਼Пࠇ͊Ըତږݴඎ൨ତЇՉତ ࠽f
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Impairment on property, plant and equipment, right-of-use assets, and intangible assets other than goodwill (Continued)
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset (or a cash-generating unit) for which the estimates of future cash flows have not been adjusted.
ࡊПࠇ༟ପ€אତږପ͛ఊЗʘ ̙ϗΫږᕘЭՉሪࠦ࠽dۆ༟ ପ€אତږପ͛ఊЗʘሪࠦ࠽ɨ ሜЇՉ̙ϗΫږᕘfఱ͊ঐܲΥ ଣɓߧਿʱৣЇତږପ͛ఊЗ ʘʮ̡༟ପאɓʱʮ̡༟ପϾ Ԋd͉ණྠึਗ਼ତږପ͛ఊЗଡ଼й ʘሪࠦ࠽€ܼ̍ʱৣЇ༈ତږପ͛ ఊЗଡ଼йٙʮ̡༟ପאɓʱʮ ̡༟ପٙሪࠦ࠽ၾ༈ତږପ͛ఊ Зଡ଼йʘ̙ϗΫಛධЪˢ༰f ʱৣಯ࠽ᑦฦࣛdʱৣಯ࠽ ᑦฦ˸ಯˇОਠᚑٙሪࠦ࠽€ν ቇ͜d್ܝܲˢԷ࣬ኽ༈ఊЗא ତږପ͛ఊЗଡ଼й༟ପʘሪࠦ ࠽ʱৣЇՉ˼༟ପfɓධ༟ପٙ ሪࠦ࠽ʔึಯЇЭՉʮʪ࠽ಯ ̈ਯϓ͉€ν̙ࠇඎeՉԴ͜ᄆ࠽ €ν̙ᔾ֛ʿཧʕʘ௰৷٫f͉ ਗ਼ʱৣЇ༈༟ପʘಯ࠽ᑦฦʘږ ᕘܲˢԷʱৣЇ༈ఊЗאତږପ ͛ఊЗଡ଼йٙՉ˼༟ପfಯ࠽ᑦ ฦуࣛฦूᆽႩf
If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or a cash-generating unit) is reduced to its recoverable amount. For corporate assets or portion of corporate assets which cannot be allocated on a reasonable and consistent basis to a cash-generating unit, the Group compares the carrying amount of a group of cash-generating units, including the carrying amounts of the corporate assets or portion of corporate assets allocated to that group of cash-generating units, with the recoverable amount of the group of cash-generating units. In allocating the impairment loss, the impairment loss is allocated first to reduce the carrying amount of any goodwill (if applicable) and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit or the group of cash-generating units. The carrying amount of an asset is not reduced below the highest of its fair value less costs of disposal (if measurable), its value in use (if determinable) and zero. The amount of the impairment loss that would otherwise have been allocated to the asset is allocated pro rata to the other assets of the unit or the group of cash-generating units. An impairment loss is recognised immediately in profit or loss.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | |
يุeᅀגʿண௪eԴ͜ᛆ | Impairment on property, plant and equipment, right-of-use |
༟ପʿೌҖ༟ପ€ਠᚑৰ̮ | assets, and intangible assets other than goodwill (Continued) |
ಯ࠽€ᚃ | |
ࡊಯ࠽ᑦฦՉܝᅡΫdۆ༟ପ | Where an impairment loss subsequently reverses, the |
€אତږପ͛ఊЗאତږପ͛ఊЗ | carrying amount of the asset (or cash-generating unit |
ଡ଼йٙሪࠦ࠽ึᄣ̋ЇՉࡌࠈ | or a group of cash-generating units) is increased to |
ٙПࠇ̙ϗΫږᕘdઓᄣ̋ܝٙ | the revised estimate of its recoverable amount, but so |
ሪࠦ࠽ʔ൴̈ணཀֻϋܓԨ | that the increased carrying amount does not exceed the |
ೌఱ༈ධ༟ପ€אତږପ͛ఊЗא | carrying amount that would have been determined had |
ତږପ͛ఊЗଡ଼йᆽႩಯ࠽ᑦ | no impairment loss been recognised for the asset (or |
ฦࣛࡡᏐᔾ֛ٙሪࠦ࠽fಯ࠽ᑦ | a cash-generating unit or a group of cash-generating |
ฦᅡΫуࣛฦूᆽႩf | units) in prior years. A reversal of an impairment loss is |
recognised immediately in profit or loss. | |
મᘤᛆ | Mining Rights |
મᘤᛆܼ̍הᔷᅡʘਖઞʿ൙П | Mining rights, including transferred exploration and |
༟ପd˸ϓ͉ϔৰଢ଼ࠇᛅቖʿ | evaluation assets, are stated at cost less accumulated |
Оಯ࠽ᑦฦܝΐͪfમᒅᛆܲ͛ | amortisation and any impairment losses. The mining |
ପඎৰ˸ᘤପ༟๕ᐼᎷඎЪᛅ | rights are amortised on the production quantities over |
ቖfࡊᘤʆᄻໄࣛdۆમᘤᛆ | the total estimated mineral reserve. Mining rights are |
ίฦूڌʕᛅቖf | written off to the profit or loss if the mining property is |
abandoned. | |
̮࿆ | Foreign Currencies |
ᇜႡ͉ණྠɨࡈйྼٙৌ | In preparing the financial statements of each individual |
ਕజڌࣛd˸༈ྼٙ̌ঐ࿆ | group entity, transactions in currencies other than the |
˸̮࿆€̮࿆ආБٙʹܲʹ | functional currency of that entity (foreign currencies) are |
˚ಂٙිଟ˸Չ̌ঐ࿆€у༈ | recorded in the functional currency (i.e. the currency of |
ྼᐄุਕהί˴ࠅᐑྤ | the primary economic environment in which the entity |
࿆ٙΐሪf | operates) at the rates of exchange prevailing at the dates |
of the transactions. | |
జѓಂ͋d˸̮࿆ഐၑٙ | At the end of each reporting period, monetary items |
࿆ධͦܲ༈˚ٙිଟࠠอ౬ၑf | denominated in foreign currencies are retranslated at the |
˸̮࿆ࠇ࠽Ԩ˸ʮʪ࠽ΐሪʘڢ | rates prevailing at that date. Non-monetary items carried |
ତږධͦʮʪ࠽ᐏᔾ֛˚ܲ | at fair value that are denominated in foreign currencies |
ۃˢଟࠠอ౬ၑfܲཀֻϓ͉ | are retranslated at the rates prevailing at the date when |
˸̮࿆ഐၑٙڢ࿆ධͦʔึࠠ | the fair value was determined. Non-monetary items that |
อ౬ၑf | are measured in terms of historical cost in a foreign |
currency are not retranslated. |
3.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ
̮࿆ €ᚃ
ഐၑ࿆ධͦʿ౬ၑ࿆ධͦࣛ ପ͛ٙිгࢨᕘପ͛ಂගίฦ ूᆽႩfࠠอ౬ၑڢ࿆ධͦପ ͛ٙිгࢨᕘܲʮʪ࠽ॶɝϞᗫ ಂගٙฦूʫf
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Foreign Currencies (Continued)
Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are recognised in profit or loss in the period in which they arise. Exchange differences arising on the retranslation of non-monetary items carried at fair value, are included in profit or loss for the period.
ఱၝΥৌਕజڌяజ˙όϾԊd ͉ණྠऎุ̮ਕٙ༟ପʿࠋවܲ జѓಂ͋ٙිଟ౬ၑމ͉ණྠٙ яజ࿆€уಥʩdϾՉϗɝʿ ක˕ۆܲϋʫ̻ѩිଟ౬ၑdৰ ڢිଟಂʫ̈ତɽషتਗdί Ϥઋرɨdۆમ͜ʹ˚ಂٙිଟ ౬ၑfהପ͛ිгࢨᕘ€νϞ Չ˼ΌࠦϗूᆽႩԨ€νቇ͜d ܲڢછٰᛆूᏐЦʘٰ͉€уි гᎷ௪ଢ଼ࠇf
For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated into the presentation currency of the Group (i.e. HK$) at the rates of exchange prevailing at the end of the reporting period. Income and expenses are translated at the average exchange rates for the year, unless exchange rates fluctuate significantly during the period, in which case, the exchange rates prevailing at the dates of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (i.e. the translation reserve) (attributed to non-controlling interests as appropriate).
̈ਯऎุ̮ਕ€ӱਯ͉ණྠ ऎุ̮ਕٙΌᛆूאऒʿ̰̘ ࿁ɓԫऎุ̮ਕٙڝ᙮ʮ̡ ٙછՓᛆٙ̈ਯeऒʿ̰̘࿁ɓ ԫऎุ̮ਕٙΝછՓྼٙ ΝછՓᛆٙ̈ਯeא̰̘࿁ɓ ԫऎุ̮ਕٙᑌᐄʮ̡ٙࠠ ɽᅂᚤɢٙ̈ਯࣛdఱ͉ʮ̡ኹ ϞɛᏐЦ༈ุਕʘᛆूϾଢ଼ࠇʘ הϞිгࢨᕘࠠอʱᗳЇฦूf
On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, a disposal involving loss of joint control over jointly controlled entity that includes a foreign operation, or a disposal involving loss of significant influence over an associate that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | |
࠾൲ϓ͉ | Borrowing Costs |
ٜટᓥ᙮ϗᒅeܔጘא͛ପΥ | Borrowing costs directly attributable to the acquisition, |
༟ࣸ༟ପٙ࠾൲ϓ͉dϾ༈ഃ༟ | construction or production of qualifying assets, which are |
ପცࠅ༰ڗࣛගʑঐ௪λԶᏝ | assets that necessarily take a substantial period of time |
֛͜Դ͜אቖਯdۆ༈࠾൲ϓ | to get ready for their intended use or sale, are added to |
͉ۆ̋ɝ༈ഃ༟ପٙϓ͉dٜЇ | the cost of those assets, until such time as the assets are |
༈ഃ༟ପɽߧ̙ԶᏝ֛͜Դ͜ | substantially ready for their intended use or sale. |
אቖਯf | |
הϞՉ˼࠾൲ϓ͉ପ͛ʘಂʫ | All other borrowing costs are recognised in profit or loss |
ίฦूᆽႩf | in the period in which they are incurred. |
ৗ;၅л൬͜ | Retirement Benefit Costs |
ৗ;ږࠇྌ | Pension Schemes |
͉ණྠ࣬ኽ੶Փʮጐږࠇྌૢ | The Group operates a defined contribution Mandatory |
Էணͭɓධޢ֛Զಛʘ੶Փʮጐ | Provident Fund retirement benefit scheme (the "MPF |
ږৗ;၅лࠇྌ€˜੶ጐږࠇྌ™d | Scheme") under the Mandatory Provident Fund Schemes |
މהϞ྇ࡰਞၾ੶ጐږࠇྌfԶ | Ordinance for all of its employees. Contributions are made |
ಛܲ྇ࡰਿ͉ᑚږٙ߰ʍϵʱˢ | based on a percentage of the employees' basic salaries |
ᔾ֛Ԩ࣬ኽ੶ጐږࠇྌςۆც | and are charged to profit or loss as they become payable |
˕˹Զಛࣛίฦूʫϔৰf੶ጐ | in accordance with the rules of the MPF Scheme. The |
ږࠇྌʘ༟ପၾ͉ණྠٙՉ˼༟ | assets of the MPF Scheme are held separately from |
ପʱකஈଣd͟ɓዹͭ၍ଣʘਿ | those of the Group in an independently administered fund. |
ږܵϞfίΣ੶ጐږࠇྌԶಛࣛd | The Group's employer contributions vest fully with the |
͉ණྠ྇˴Զಛਗ਼Όᅰᓥ᙮྇ | employees when contributed into the MPF Scheme. |
ࡰהϞf | |
͉ණྠ͵މ྇ࡰ€ܼ̍߰ʍԫண | The Group also operates a defined contribution staff |
ͭɓධޢ֛Զಛ྇ࡰৗ;ږࠇྌd | retirement scheme registered under the Occupational |
༈ࠇྌԱᔖุৗ;ࠇྌૢԷൗ̅ | Retirement Schemes Ordinance (the "ORSO Scheme") for |
€˜ᔖุৗ;ࠇྌ™fᔖุৗ;ࠇ | its employees (including certain directors), the assets of |
ྌٙ༟ପၾ͉ණྠ༟ପʱකd͟ | which are held separately from those of the Group in an |
ɓࡈዹͭ၍ଣٙਿږܵϞfԶಛ | independently administered fund. Contributions are made |
ܲΥ༟ࣸ྇ࡰਿ͉ᑚږٙ߰ʍϵ | based on a percentage of the eligible employees' basic |
ʱˢᔾ֛Ԩ࣬ኽᔖุৗ;ࠇྌ | salaries and are charged to profit or loss as they become |
ςۆც˕˹Զಛࣛίฦूʫϔ | payable in accordance with the rules of the ORSO Scheme. |
ৰfν྇ࡰՉ͉ණྠ྇˴Զ | When an employee leaves the ORSO Scheme prior to |
ಛٙᛆू֠͊Όᅰᓥ྇ࡰۃৗ | his/her interest in the Group's employer contributions |
̈ᔖุৗ;ࠇྌdϞᗫӚϗٙ | vesting fully, the ongoing contributions payable by the |
Զಛ̙ঐಯˇ͉ණྠٙܵᚃᏐ˹ | Group may be reduced by the relevant amount of forfeited |
Զಛf | contributions. |
3.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ
ৗ;၅л൬͜ €ᚃ ৗ;ږࠇྌ €ᚃ
͉ණྠʕʫήᐄ༶ڝ᙮ʮ̡ ʘ྇ࡰਞၾɓධ͟ήִ̹݁ ၍ଣʘʕ̯ৗ;ږࠇྌfϤഃڝ ᙮ʮ̡ܲ־ഃᑚږϓ͉ʘ߰ʍ ϵʱˢdΣ༈ʕ̯ৗ;ږࠇྌЪ ̈ԶಛfϤԶಛ࣬ኽʕ̯ৗ;ږ ࠇྌʘςۆdᏐ˹ࣛίฦूʫ ϔৰf
Σޢ֛Զಛৗ;ږࠇྌٙԶಛ ྇ࡰԶਕܝϾୌΥჯ՟Ϟᗫ Զಛٙ༟ࣸࣛΐЪ˕̈ϔৰf
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Retirement Benefit Costs (Continued) Pension Schemes (Continued)
The employees of the Group's subsidiaries which operate in Mainland China are required to participate in a central pension scheme operated by the local municipal government. These subsidiaries are required to contribute a certain percentage of their payroll costs to the central pension scheme. The contributions are charged to profit or loss as they become payable in accordance with the rules of the central pension scheme.
Payments to defined contribution retirement plans are charged as an expense when employees have rendered service entitling them to the contributions.
˸ٰ΅މਿᓾٙ˹ಛ ˸ٰᛆഐၑ˸ٰ΅މਿᓾٙ˹ಛ બʚ྇ࡰٙᒅٰᛆ
Σ྇ࡰʿՉ˼ԶᗳЧਕٙɛ ɻЪ̈ٙ ˸ٰᛆഐၑ˸ٰ΅މਿ ᓾٙ˹ಛɗબ̈ ˚ಂܲᛆूʈ Ոٙʮ̻࠽ࠇඎ ˸ٰᛆഐၑ˸ٰ΅މਿᓾٙ˹ಛ ܲબ̈˚ ಂᔾ֛ٙʮ̻࠽€Ԩೌ ࠇʿהϞڢ̹ఙᓥ ᙮ૢdɗ࣬ ኽ͉ණྠ࿁௰ਗ਼ᓥ᙮ٙ ᛆूʈ ՈٙПࠇdᓥ᙮ಂʫ˸ٜᇞج ˕ ቖdϾᛆू€ᒅٰᛆᎷ௪ึ Ꮠᄣ̋f జѓಂ͋d͉ණྠ ਿ࿁הϞᗫڢ̹ ఙᓥ᙮ૢ ٙ൙Пࡌࠈཫಂᓥ᙮ٙᛆूʈ Ո ᅰͦٙПࠇfࡌࠈࡡПࠇٙᅂ ᚤ€ν ϞฦूʕᆽႩd˸کଢ଼ ࠇක˕ˀ݈ࡌ ࠈПࠇdԨ࿁ᒅٰ ᛆᎷ௪Ъ̈Ꮠሜf
ᒅٰᛆᐏБԴࣛdۃᒅٰ ᛆᎷ௪ʕ ᆽႩٙಛධਗ਼ᔷᅡЇٰ ΅๐ᄆfᒅٰᛆ ᓥ᙮˚ಂܝ Ӛϗא֣တ˚ʥ͊ᐏБ Դd ۃᒅٰᛆᎷ௪ʕᆽႩٙಛධ ਗ਼ᔷᅡЇڭव๐лf
Share-based payments
Equity-settled share-based payments transactions Share options granted to employees
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.
The fair value of the equity-settled share-based payments determined at the grant date without taking into consideration all non-market vesting conditions is expensed on a straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest, with a corresponding increase in equity (share option reserve). At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest based on assessment of all relevant non-market vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the share option reserve.
When share options are exercised, the amount previously recognised in share option reserve will be transferred to share premium. When the share options are forfeited after the vesting date or are still not exercised at the expiry date, the amount previously recognised in share option reserve will be transferred to retained profits.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | |
ତږʿഃΝତږධͦ | Cash and Cash Equivalents |
ఱၝΥତږݴඎڌϾԊdତږʿ | For the purpose of the consolidated statement of cash |
ഃΝତږධܼͦ̍˓᎘ତږʿݺ | flows, cash and cash equivalents comprises of cash in |
ಂπಛd˸ʿ̙ᎇࣛᔷ౬މʊٝ | hand and demand deposits, and short term highly liquid |
ᅰᕘତږԨɓছᒅɝܝɧࡈ˜ | investments which are readily convertible into known |
ʫՑಂd˲ᄆ࠽ᜊਗࠬᎈฆʔԑ | amounts of cash and which are subject to an insignificant |
༸ʘಂʿ৷ܓݴஷҳ༟d̤ϔ | risk of changes in value, and have a short maturity of |
ৰܲࠅӋᎵᒔʿϓ͉ණྠତ | generally within three months when acquired, less bank |
ږ၍ଣɓʱʘვБீ˕f | overdrafts which are repayable on demand and form an |
integral part of the Group's cash management. | |
ධ | Taxation |
הක˕ܸۃᏐ˹ධʿ | Income tax expense represents the sum of the tax |
ַධᐼᕘf | currently payable and deferred tax. |
ۃᏐ˹ධɗܲϋʫᏐሙ๐ | The tax currently payable is based on taxable profit for |
лࠇၑfᏐሙ๐лʔܼ̍ʊᅡ | the year. Taxable profit differs from profit as reported |
ֻՉ˼ϋගٙᏐሙϗɝא̙ϔ | in the consolidated statement of profit or loss and other |
ಯක˕ධͦd͵ʔܼ̙̍Ъе | comprehensive income because it excludes items of |
אʔ̙Ъධϔಯʘධͦd݂ၾ | income or expense that are taxable or deductible in |
ၝΥฦूʿՉ˼Όࠦϗूڌהΐ | other years, and it further excludes items that are never |
๐лʔΝf͉ණྠуಂධࠋව | taxable or deductible. The Group's liability for current tax |
ɗܲజѓಂ͋ʊбאɽߧɪ | is calculated using tax rates that have been enacted or |
ʊбʘଟࠇၑf | substantively enacted by the end of the reporting period. |
ַධɗܲৌਕజڌʫ༟ପ | Deferred tax is recognised on temporary differences |
ʿࠋවሪࠦ࠽ၾ͜ࠇၑᏐሙ | between the carrying amounts of assets and liabilities |
๐лʘᏐਿՇ٫ʘᅲࣛࢨᕘ | in the financial statements and the corresponding tax |
ᆽႩfַධࠋවஷ੬ึఱה | base used in the computation of taxable profit. Deferred |
ϞᏐሙᅲࣛࢨᕘᆽႩfַ | tax liabilities are generally recognised for all taxable |
ධ༟ପஷ੬ึ̙ঐ̈ତᏐሙ | temporary differences. Deferred tax assets are generally |
๐лתቖϞᗫ̙ਗ̙͜ϔಯᅲࣛ | recognised for all deductible temporary difference to the |
ࢨᕘࣛఱהϞ̙ϔಯᅲࣛࢨᕘᆽ | extent that is probable that taxable profit will be available |
Ⴉf߰ᅲࣛࢨᕘΪਠᚑאΪɓ | against which those deductible temporary differences can |
ධ݅ʔᅂᚤᏐሙ๐л͵ʔᅂᚤ | be utilised. Such assets and liabilities are not recognised if |
ึࠇ๐лʘʹ€ʔุܼ̍ਕΥ | the temporary difference arises from goodwill or from the |
ԻʕකᆽႩՉ˼༟ପʿࠋවϾ | initial recognition (other than in a business combination) |
ˏߧdۆʔึᆽႩ༈ഃ༟ପʿࠋ | of other assets and liabilities in a transaction that affects |
වf | neither the taxable profit nor the accounting profit. |
3.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ
ධ €ᚃ
ַධࠋවఱၾڝ᙮ʮ̡ҳ ༟ϞᗫʘᏐሙᑗࣛࢨᕘᆽႩd ઓࡊණྠঐછՓᑗࣛࢨᕘᅡΫ˲ ᑗࣛࢨᕘ̙Ԉ͊ԸʔึᅡΫۆ Ъйሞfၾ༈ഃҳ༟ʿᛆूᗫ ̙ٙתϔᅲࣛࢨᕘהପַ͛ٙ ධ༟ପසίਗ͜ᅲࣛࢨᕘлू ࣛϞԑٙᏐሙ๐л˲ཫಂί ̙Ԉਗ਼ԸՉਗ਼ᅡΫࣛd˙̙ᆽ Ⴉf ַධ༟ପʘሪࠦ࠽ึజ ѓಂ͋ѩЪᏨীdԨίʔɽ̙ঐ ΎϞԑᏐሙ๐лϗΫΌא ʱ༟ପࣛಯˇf
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Taxation (Continued)
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
ַධࠋවʿ༟ପ˸ࠋව Ꮅא༟ପᜊତٙಂගʫཫಂ ቇٙ͜ଟࠇඎdԨ࣬ኽజѓ ಂ͋ʊбאɽߧɪʊбٙ ଟ€ձਕجԷࠇඎfַධ ࠋවʿ༟ପʘࠇඎˀ݈ᎇ͉ණྠ ཫಂజѓಂ͋ࣛϗΫאᎵᒔ༟ ପʿࠋවሪࠦ࠽הପ͛ʘਕܝ ؈f
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which liability is settled or the asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
࿁Չʕධϔৰᓥ᙮ॡ༣ࠋ වʘॡ༣ʹd͉ණྠਗ਼࠰ಥึ ࠇۆୋ 12 הࠅӋʱйᏐ ͜Դ͜ᛆ༟ପʿॡ༣ࠋවf ᗫԴ͜ᛆ༟ପʿॡ༣ࠋවڋӉᆽ Ⴉʘᅲࣛࢨᕘɗ͟Ꮠ͜ڋᆽ ႩᒀеϾԨ͊ᆽႩfΪࠠอࠇඎ ॡ༣ࠋවʿॡ༣ࡌࠈኬߧ࿁Դ͜ ᛆ༟ପʿॡ༣ࠋවٙሪࠦ࠽ආБ ܝᚃࡌࠈϾପ͛ٙʔաڋᆽႩ ᒀеʘᅲࣛࢨᕘdࠠอࠇඎא ࡌࠈ˚ಂᆽႩf
For leasing transactions in which the tax deductions are attributable to the lease liabilities, the Group applies HKAS 12 Income Taxes requirements to right-of-use assets and lease liabilities separately. Temporary differences on initial recognition of the relevant right-of-use assets and lease liabilities are not recognised due to application of the initial recognition exemption. Temporary differences arising from subsequent revision to the carrying amounts of right-of-use assets and lease liabilities, resulting from remeasurement of lease liabilities and lease modifications, that are not subject to initial recognition exemption are recognised on the date of remeasurement or modification.
3.
˴ࠅึࠇ݁ഄ฿ࠅ €ᚃ | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(Continued) | |
ධ €ᚃ | Taxation (Continued) |
уಂධ༟ପၾуಂධࠋව | Deferred tax assets and liabilities are offset when there |
̙Աجʝתቖd˲ၾΝɓਕ | is a legally enforceable right to set off current tax assets |
ዚᗫ࿁ΝɓᏐሙྼהᅄϗʘ | against current tax liabilities and when they relate to |
הϞᗫࣛdַධ༟ପʿ | income taxes levied to the same taxable entity by the |
ࠋව̙ʝתቖfуಂʿַ | same taxation authority. Current and deferred tax is |
ධฦूᆽႩf | recognised in profit or loss. |
π | Inventories |
πܲϓ͉ၾ̙ᜊତଋ࠽Շ٫ٙ | Inventories are stated at the lower of cost and net |
༰Э٫ΐሪfνމίႡۜʿႡϓ | realisable value. In the case of work in progress and |
ۜdܼٜ̍ટيࣘeٜટ௶ʈʿ | finished goods, comprises direct materials, direct labour |
ቇʱٙගટක˕fϓ͉˸̋ | and an appropriate proportion of overheads. Cost is |
ᛆ̻ѩجࠇၑf̙ᜊତଋ࠽ܸπ | calculated using the weighted average method. Net |
ʘПࠇਯᄆಯҁϓʘהϞПࠇ | realisable value represents the estimated selling price |
ϓ͉˸ʿ̈ਯהცʘϓ͉f | for inventories less all estimated costs of completion and |
costs necessary to make sale. | |
ҳ༟ʿՉ˼ږፄ༟ପ | Investments and other financial assets |
ڋӉᆽႩʿࠇඎ | Initial recognition and measurement |
ڋӉᆽႩࣛdږፄ༟ପʱᗳމ | Financial assets are classified, at initial recognition, as |
Չܝܲᛅቖϓ͉ࠇඎeܲʮʪ࠽ | subsequently measured at amortised cost, fair value |
ࠇɝՉ˼Όࠦϗɝʿܲʮʪ࠽ࠇ | through other comprehensive income, and fair value |
ɝฦूf | through profit or loss. |
3.
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Group Sense (International) Limited published this content on 28 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2021 10:15:00 UTC.