pdf_name_1
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11695031_11.pdf
|
11695031_12.pdf
|
en
|
[
"<table><tr><td>603568.SH</td><td>伟明环保</td><td>3</td><td>830.00</td><td>1</td><td>260.00</td><td></td><td></td></tr><tr><td>002616.SZ</td><td>长青集团</td><td>2</td><td>770.15</td><td></td><td></td><td>4</td><td>1160.00</td></tr><tr><td>000820.SZ</td><td>神雾节能</td><td>2</td><td>734.16</td><td></td><td></td><td>1</td><td>4380.00</td></tr><tr><td>300055.SZ</td><td>万邦达</td><td>2</td><td>610.37</td><td></td><td></td><td></td><td></td></tr><tr><td>603126.SH</td><td>中材节能</td><td>1</td><td>525.64</td><td></td><td></td><td></td><td></td></tr><tr><td>603588.SH</td><td>高能环境</td><td>2</td><td>521.89</td><td></td><td></td><td></td><td></td></tr><tr><td>600475.SH</td><td>华光股份</td><td>1</td><td>420.00</td><td></td><td></td><td>1</td><td>480.00</td></tr><tr><td>000035.SZ</td><td>中国天楹</td><td>2</td><td>322.91</td><td>5</td><td>1000.00</td><td>2</td><td>960.00</td></tr><tr><td>300056.SZ</td><td>三维丝</td><td>1</td><td>318.24</td><td></td><td></td><td></td><td></td></tr><tr><td>300172.SZ</td><td>中电环保</td><td>2</td><td>314.73</td><td>1</td><td>262.80</td><td></td><td></td></tr><tr><td>601200.SH</td><td>上海环境</td><td>1</td><td>314.00</td><td>1</td><td>456.80</td><td></td><td></td></tr><tr><td>300090.SZ</td><td>盛运环保</td><td>3</td><td>306.66</td><td>1</td><td>2120.00</td><td>11</td><td>18096.00</td></tr><tr><td>000753.SZ</td><td>漳州发展</td><td>5</td><td>294.74</td><td></td><td></td><td></td><td></td></tr><tr><td>300137.SZ</td><td>先河环保</td><td>1</td><td>228.77</td><td></td><td></td><td></td><td></td></tr><tr><td>600292.SH</td><td>远达环保</td><td>1</td><td>225.18</td><td></td><td></td><td></td><td></td></tr><tr><td>300187.SZ</td><td>永清环保</td><td>2</td><td>220.51</td><td></td><td></td><td></td><td></td></tr><tr><td>300385.SZ</td><td>雪浪环境</td><td>1</td><td>219.67</td><td>1</td><td>143.60</td><td></td><td></td></tr><tr><td>300334.SZ</td><td>津膜科技</td><td>2</td><td>216.34</td><td>5</td><td>2387.41</td><td></td><td></td></tr><tr><td>603686.SH</td><td>龙马环卫</td><td>1</td><td>108.35</td><td>6</td><td>675.40</td><td></td><td></td></tr><tr><td>300332.SZ</td><td>天壕环境</td><td>1</td><td>107.98</td><td></td><td></td><td></td><td></td></tr><tr><td>603903.SH</td><td>中持股份</td><td>1</td><td>72.65</td><td></td><td></td><td></td><td></td></tr><tr><td>002499.SZ</td><td>科林环保</td><td>1</td><td>50.00</td><td></td><td></td><td>5</td><td>1912.50</td></tr><tr><td>300140.SZ</td><td>中环装备</td><td>1</td><td>27.27</td><td></td><td></td><td></td><td></td></tr><tr><td>600874.SH</td><td>创业环保</td><td>1</td><td>23.60</td><td>2</td><td>996.96</td><td></td><td></td></tr><tr><td>300152.SZ</td><td>科融环境</td><td>1</td><td>11.50</td><td></td><td></td><td>1</td><td>20000.00</td></tr><tr><td>300070.SZ</td><td>碧水源</td><td></td><td></td><td>2</td><td>6466.83</td><td></td><td></td></tr><tr><td>000598.SZ</td><td>兴蓉环境</td><td></td><td></td><td>1</td><td>1048.17</td><td>1</td><td>0.00</td></tr><tr><td>000967.SZ</td><td>盈峰环境</td><td></td><td></td><td>5</td><td>871.90</td><td>5</td><td>8900.00</td></tr><tr><td>603797.SH</td><td>联泰环保</td><td></td><td></td><td>2</td><td>367.76</td><td>2</td><td>1231.55</td></tr><tr><td>300190.SZ</td><td>维尔利</td><td></td><td></td><td>3</td><td>788.74</td><td></td><td></td></tr><tr><td>300262.SZ</td><td>巴安水务</td><td></td><td></td><td>2</td><td>232.23</td><td></td><td></td></tr><tr><td>300007.SZ</td><td>汉威电子</td><td></td><td></td><td>2</td><td>117.31</td><td></td><td></td></tr><tr><td>002322.SZ</td><td>理工环科</td><td></td><td></td><td>2</td><td>114.95</td><td>1</td><td>5000.00</td></tr><tr><td>300362.SZ</td><td>天翔环境</td><td></td><td></td><td>1</td><td>72.42</td><td>2</td><td>12400.00</td></tr><tr><td>002573.SZ</td><td>清新环境</td><td></td><td></td><td>1</td><td>71.50</td><td></td><td></td></tr><tr><td>600526.SH</td><td>菲达环保</td><td></td><td></td><td>1</td><td>102.32</td><td>1</td><td>735.00</td></tr><tr><td>601388.SH</td><td>怡球资源</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>300072.SZ</td><td>三聚环保</td><td></td><td></td><td></td><td></td><td>2</td><td>6766.00</td></tr><tr><td>300425.SZ</td><td>环能科技</td><td></td><td></td><td>1</td><td>136.98</td><td>1</td><td>2000.00</td></tr></table>"
] |
[
"<table><tr><td>000605.SZ</td><td>渤海股份</td><td></td><td></td><td></td><td></td><td>1</td><td>120.00</td></tr></table>",
"数据来源：公司公告，长城国瑞证券研究所",
"# 3.4 环保行业上市公司重要股东二级市场交易",
"上周没有环保行业上市公司重要股东增减持。",
"# 4 环保行业上市公司安全垫空间",
"# 表 8 环保行业上市公司安全垫空间",
"<table><tr><td rowspan=\"2\">名称</td><td rowspan=\"2\">定增\n价</td><td colspan=\"4\">二级市场增持价（前复权）</td><td rowspan=\"2\">最新价</td><td rowspan=\"2\">安全垫空\n间（%）</td><td rowspan=\"2\">安全垫类型</td></tr><tr><td>实际控\n制人</td><td>5%以\n上持\n股人</td><td>高管</td><td>员工\n持股\n计划</td></tr><tr><td>三维丝</td><td>12.75</td><td>19.26</td><td></td><td>18.16</td><td></td><td>9.54</td><td>101.84</td><td>实际控制人增持</td></tr><tr><td>汉威科技</td><td></td><td>29.45</td><td></td><td>23.66</td><td></td><td>17.19</td><td>71.33</td><td>实际控制人增持</td></tr><tr><td>远达环保</td><td>13.79</td><td></td><td>16.40</td><td></td><td></td><td>10.50</td><td>56.19</td><td>5%以上持股人增持</td></tr><tr><td>雪迪龙</td><td>14.38</td><td></td><td></td><td>22.28</td><td>16.62</td><td>14.96</td><td>48.90</td><td>高管增持</td></tr><tr><td>天翔环境</td><td>13.45</td><td>23.66</td><td></td><td></td><td></td><td>15.97</td><td>48.18</td><td>实际控制人增持</td></tr><tr><td>江南水务</td><td></td><td>9.25</td><td>8.73</td><td></td><td></td><td>6.39</td><td>44.68</td><td>实际控制人增持</td></tr><tr><td>津膜科技</td><td>26.47</td><td></td><td></td><td>23.24</td><td></td><td>19.16</td><td>38.16</td><td>定增</td></tr><tr><td>环能科技</td><td>15.21</td><td>9.59</td><td></td><td></td><td>16.06</td><td>11.78</td><td>36.36</td><td>员工持股计划增持</td></tr><tr><td>渤海股份</td><td>15.75</td><td></td><td>29.99</td><td></td><td></td><td>22.69</td><td>32.17</td><td>5%以上持股人增持</td></tr><tr><td>维尔利</td><td>18.94</td><td></td><td></td><td></td><td></td><td>14.35</td><td>31.98</td><td>定增</td></tr><tr><td>绿城水务</td><td></td><td>12.91</td><td></td><td></td><td></td><td>9.89</td><td>30.58</td><td>实际控制人增持</td></tr><tr><td>神雾节能</td><td></td><td>32.13</td><td></td><td>37.49</td><td></td><td>28.96</td><td>29.45</td><td>高管增持</td></tr><tr><td>南方汇通</td><td>14.79</td><td>13.68</td><td></td><td></td><td></td><td>11.57</td><td>27.83</td><td>定增</td></tr><tr><td>清水源</td><td>22.93</td><td></td><td></td><td></td><td></td><td>17.98</td><td>27.51</td><td>定增</td></tr><tr><td>神雾环保</td><td>6.45</td><td></td><td></td><td>30.55</td><td></td><td>24.16</td><td>26.46</td><td>高管增持</td></tr><tr><td>漳州发展</td><td>5.55</td><td></td><td></td><td></td><td></td><td>4.48</td><td>24.00</td><td>定增</td></tr><tr><td>天壕环境</td><td>8.23</td><td>8.18</td><td></td><td>9.81</td><td></td><td>7.98</td><td>22.95</td><td>高管增持</td></tr><tr><td>盛运环保</td><td>8.25</td><td></td><td></td><td>11.72</td><td></td><td>10.44</td><td>12.26</td><td>高管增持</td></tr><tr><td>凯迪生态</td><td>4.65</td><td>5.59</td><td></td><td></td><td>5.70</td><td>5.15</td><td>10.65</td><td>员工持股计划增持</td></tr><tr><td>武汉控股</td><td>9.58</td><td></td><td></td><td></td><td></td><td>8.77</td><td>9.24</td><td>定增</td></tr><tr><td>科林环保</td><td></td><td></td><td></td><td>25.88</td><td></td><td>24.13</td><td>7.24</td><td>定增</td></tr><tr><td>富春环保</td><td>7.23</td><td>12.15</td><td></td><td>11.01</td><td>12.62</td><td>11.79</td><td>7.05</td><td>员工持股计划增持</td></tr><tr><td>碧水源</td><td>15.09</td><td>18.46</td><td></td><td>19.79</td><td></td><td>18.53</td><td>6.78</td><td>高管增持</td></tr><tr><td>中山公用</td><td>11.46</td><td>10.90</td><td></td><td></td><td></td><td>10.76</td><td>6.46</td><td>定增</td></tr><tr><td>国中水务</td><td>4.80</td><td></td><td></td><td></td><td></td><td>4.51</td><td>6.43</td><td>定增</td></tr><tr><td>科融环境</td><td></td><td>7.14</td><td></td><td></td><td></td><td>6.73</td><td>6.09</td><td>实际控制人增持</td></tr><tr><td>巴安水务</td><td>10.98</td><td></td><td></td><td></td><td>10.37</td><td>10.54</td><td>4.14</td><td>定增</td></tr></table>"
] |
[
[
0,
0
]
] |
20791423_67.pdf
|
20791423_68.pdf
|
en
|
[
"# Operations",
"• On June 1, 2018, Missouri Senate Bill 564 was enacted. The provision of the law applicable to the TCJA was effective immediately; the remaining provisions, including the ability to elect PISA, became effective August 28, 2018. The law required the MoPSC to authorize a reduction in Ameren Missouri’s rates to pass through the effect of the TCJA within 90 days of the law’s effective date. In July 2018, the MoPSC authorized Ameren Missouri to reduce its annual revenue requirement by \\$167 million and reflect that reduction in rates beginning August 1, 2018. The reduction included \\$74 million for the amortization of excess accumulated deferred income taxes. In addition, Ameren Missouri recorded a reduction to revenue and a corresponding regulatory liability of \\$60 million for the excess amounts collected in rates related to the TCJA from January 1, 2018, through July 31, 2018. The regulatory liability will be reflected in customer rates over a period of time to be determined by the MoPSC in the next regulatory rate review. Pursuant to its PISA election, Ameren Missouri is permitted to defer and recover 85% of the depreciation expense and a weighted-average cost of capital return on rate base on certain property, plant, and equipment placed in service after September 1, 2018, and not included in base rates . Accumulated PISA deferrals earn carrying costs at the weighted-average cost of capital, and all approved PISA deferrals will be added to rate base prospectively and recovered over a period of 20 years following a regulatory rate review. PISA mitigates the impacts of regulatory lag between regulatory rate reviews. The remaining 15% of certain property, plant, and equipment placed in service and not eligible for recovery under PISA, unless eligible for recovery under the RESRAM, remain subject to regulatory lag. As a result of the PISA election, additional provisions of the new law apply to Ameren Missouri, including limitations on electric customer rate increases and an electric base rate freeze until April 2020. Both the rate increase limitation and PISA are effective through December 2023, unless Ameren Missouri requests and receives MoPSC approval of an extension through December 2028. See Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report for information regarding Missouri Senate Bill 564.",
"• In February 2019, Ameren Missouri announced its Smart Energy Plan, which includes a five-year capital investment overview with a detailed one-year plan for 2019, designed to upgrade Ameren Missouri's electric infrastructure. The plan includes investments that will upgrade the grid and accommodate more renewable energy. Investments under the plan are expected to total approximately \\$6.3 billion over the five-year period from 2019 through 2023, with costs largely recoverable under PISA and, for the portion of wind and other renewable generation investments that are not recoverable under PISA, recoverable under the RESRAM.",
"• In June 2018, the MoPSC approved Ameren Missouri’s Renewable Choice Program, which allows large commercial and industrial customers and municipalities to elect to receive up to 100% of their energy from renewable resources. The tariff-based program is designed to recover the costs of the election, net of changes in the market price of such energy. Based on customer contracts, the program enables Ameren Missouri to supply up to 400 megawatts of renewable wind energy generation, up to 200 megawatts of which it could own. As applicable, the addition of generation by Ameren Missouri would be subject to the issuance of a certificate of convenience and necessity by the MoPSC, obtaining transmission interconnection agreements with MISO or other RTOs, and FERC approval. This generation would be incremental to estimated capital expenditures through 2023 discussed below. Ameren Missouri anticipates finalizing customer interest and pursuing renewable energy projects to fulfill requirements in 2019. Without extension, the option to elect into the program will terminate in the third quarter of 2023.",
"• In December 2018, the MoPSC issued an order approving Ameren Missouri’s MEEIA 2019 plan. The plan includes a portfolio of customer energy-efficiency programs through December 2021 and low-income customer energy-efficiency programs through December 2024, along with a regulatory recovery mechanism. Ameren Missouri intends to invest \\$226 million over the life of the plan, including \\$65 million per year through 2021. The plan includes the continued use of the MEEIA rider, which allows Ameren Missouri to collect from, or refund to, customers any difference in actual MEEIA program costs and related lost electric margins and the amounts collected from customers. In addition, the plan includes a performance incentive that provides Ameren Missouri an opportunity to earn additional revenues by achieving certain customer energy-efficiency goals, including \\$30 million if 100% of the goals are achieved during the period ended December 2021. Additional revenues may be earned if Ameren Missouri exceeds 100% of its energy savings goals.",
"• Ameren continues to make significant investments in FERC regulated electric transmission businesses. Ameren Illinois expects to invest \\$2.2 billion in electric transmission assets from 2019 through 2023, to replace aging infrastructure and improve reliability. ATXI has three MISO-approved multi-value projects: the Spoon River, Illinois Rivers, and Mark Twain projects. The Spoon River project, located in northwest Illinois, was placed in service in February 2018. The Illinois Rivers project involves the construction of a transmission line from eastern Missouri across Illinois to western Indiana. Construction of the Illinois Rivers project is substantially complete, with the last section awaiting the outcome of certain legal proceedings, which will delay the expected completion date to 2020. This delay is not expected to materially affect 2019 rate base or earnings. The Mark Twain project involves the construction of a transmission line from northeast Missouri, connecting the Illinois Rivers project to Iowa. Construction of the Mark Twain project began in the second quarter of 2018, and is expected to be completed by the end of 2019. ATXI’s expected remaining investment in its multi-value projects is approximately \\$150 million in 2019, with the total investment expected to be more than \\$1.6 billion.",
"• Ameren Illinois and ATXI use a forward-looking rate calculation with an annual revenue requirement reconciliation for each company’s electric transmission business. Based on expected rate base growth and the currently allowed 10.82% return on common equity, the"
] |
[
"2019 revenue requirements included in rates for Ameren Illinois’ and ATXI’s electric transmission businesses are \\$297 million and \\$177 million, respectively. These revenue requirements represent an increase in Ameren Illinois' and ATXI’s revenue requirements of \\$24 million and \\$3 million, respectively, primarily because of the rate base growth. These rates will affect Ameren Illinois’ and ATXI’s cash receipts during 2019, but will not determine their respective electric transmission service operating revenues, which will instead be based on 2019 actual recoverable costs, rate base, and return on common equity as calculated under the FERC formula ratemaking framework.",
"• The return on common equity for MISO transmission owners, including Ameren Illinois and ATXI, is the subject of a FERC complaint case filed in February 2015 challenging the allowed base return on common equity. Ameren Illinois and ATXI currently use the FERC authorized total allowed return on common equity of 10.82% in customer rates. A final FERC order would establish the allowed return on common equity to be applied to the 15-month period from February 2015 to May 2016 and also establish the return on common equity to be included in customer rates prospectively from the effective date of such order, replacing the current 10.82% total return on common equity. In October 2018, the FERC issued an order addressing the remanded issues in an unrelated case. That order proposed a new methodology for determining the base return on equity and required further briefs from the participants. In November 2018, the FERC issued an order related to the February 2015 complaint case and the September 2016 final order, which required briefs from the participants to be filed in February 2019 regarding a new methodology for determining the base return on common equity and whether and how to apply the new methodology to the two MISO complaint cases. Ameren is unable to predict the ultimate impact of the proposed methodology on these complaint cases at this time. As the FERC is under no deadline to issue a final order, the timing of the issuance of the final order in the February 2015 complaint case, or any potential impact to the amounts refunded as a result of the September 2016 final order, is uncertain. See Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report for information regarding FERC complaint cases. A 50 basis point reduction in the FERC-allowed base return on common equity would reduce Ameren’s and Ameren Illinois’ net income by an estimated \\$9 million and \\$5 million , respectively, based on each company’s 2019 projected rate base.",
"• In November 2018, the ICC issued an order in Ameren Illinois’ annual update filing that approved a \\$72 million increase in Ameren Illinois’ electric distribution service rates beginning in January 2019. However, Illinois law provides for an annual reconciliation of the electric distribution revenue requirement as is necessary to reflect the actual costs incurred and investment return in a given year with the revenue requirement that was reflected in customer rates for that year. Consequently, Ameren Illinois’ 2019 electric distribution service revenues will be based on its 2019 actual recoverable costs, rate base, and return on common equity as calculated under the Illinois performance-based formula ratemaking framework. The 2019 revenue requirement is expected to be higher than the 2018 revenue requirement because of an expected increase in recoverable costs, expected rate base growth of approximately 8%, and an expected increase in the annual average of the monthly yields of the 30-year United States Treasury bonds. The 2019 revenue requirement reconciliation is expected to result in a regulatory asset that will be collected from customers in 2021. A 50 basis point change in the annual average of the monthly yields of the 30-year United States Treasury bonds would result in an estimated \\$8 million change in Ameren’s and Ameren Illinois’ net income, based on Ameren Illinois’ 2019 projected year-end rate base.",
"• Ameren Illinois is allowed to earn a return on its electric energy-efficiency program investments. Ameren Illinois’ electric energy-efficiency investments are deferred as a regulatory asset and earn a return at its weighted-average cost of capital, with the equity return based on the annual average of the monthly yields of the 30-year United States Treasury bonds plus 580 basis points. The equity portion of Ameren Illinois’ return on electric energy-efficiency investments can be increased or decreased by up to 200 basis points, depending on the achievement of annual energy savings goals. Pursuant to the FEJA, Ameren Illinois plans to invest up to \\$100 million per year in electric energy-efficiency programs through 2023 and will earn a return on those investments. The ICC has the ability to reduce electric energy-efficiency savings goals if there are insufficient cost-effective programs available or if the savings goals would require investment levels that exceed amounts allowed by legislation. The electric energy-efficiency program investments and the return on those investments are collected from customers through a rider and are not included in the electric distribution formula ratemaking framework. See Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report for information regarding Ameren Illinois’ energy-efficiency program.",
"• In November 2018, the ICC issued an order approving a stipulation and agreement that resulted in an annual natural gas rate increase of \\$32 million, based on a 9.87% return on common equity, a capital structure composed of 50% common equity, and a rate base of \\$1.6 billion. This increase reflects the reduction in the federal statutory corporate income tax rate enacted under the TCJA, as well as the increase in the Illinois corporate income tax rate that became effective in July 2017, which collectively decreased annual rates by approximately \\$17 million. The new customer rates were effective in November 2018. As a result of this order, the rate base under the QIP rider was reset to zero. Ameren Illinois used a 2019 future test year in this proceeding.",
"• Ameren Missouri’s next scheduled refueling and maintenance outage at its Callaway energy center is scheduled for the spring of 2019. During the 2017 refueling, Ameren Missouri incurred maintenance expenses of \\$35 million. During a scheduled refueling, which occurs every 18 months, maintenance expenses increase relative to non-outage years. Additionally, depending on the availability of its other generation sources and the market prices for power, Ameren Missouri’s purchased power costs may increase and the amount of excess"
] |
[
[
6,
0
]
] |
20779993_97.pdf
|
20779993_98.pdf
|
en
|
[
"# CONTENTS INDEX",
"<table><tr><td>GRI \nStandard</td><td>Descriptions</td><td>HKEx ESG \nReporting \nGuide</td><td>Remarks</td><td>Page No.</td></tr><tr><td colspan=\"5\">GRI 100: Universal Disclosures 2016</td></tr><tr><td colspan=\"5\">GRI 102: General Disclosures 2016</td></tr><tr><td>102-1</td><td>Name of the organisation</td><td></td><td>About Our Group</td><td>8</td></tr><tr><td>102-2</td><td>Activities, brands, products and \nservices</td><td></td><td>About Our Group</td><td>8-11</td></tr><tr><td>102-3</td><td>Location of headquarters</td><td></td><td>About Our Group</td><td>8</td></tr><tr><td>102-4</td><td>Location of operations</td><td></td><td>About Our Group</td><td>8</td></tr><tr><td>102-5</td><td>Ownership and legal form</td><td></td><td>About Our Group</td><td>8-11</td></tr><tr><td>102-6</td><td>Markets served</td><td></td><td>About Our Group</td><td>8</td></tr><tr><td>102-7</td><td>Scale of the organisation</td><td></td><td>About Our Group</td><td>10</td></tr><tr><td>102-8</td><td>Information on employees and \nother workers</td><td>KPI B1.1</td><td>Value for People,\nSustainability Performance</td><td>56-58,\n83-85</td></tr><tr><td>102-9</td><td>Supply chain</td><td>KPI B5.1</td><td>Value for People,\nSustainability Performance</td><td>62-65, 87</td></tr><tr><td>102-10</td><td>Significant changes to the \norganization and its supply chain</td><td></td><td>There were no significant changes \nto size, structure or ownership \nduring the reporting period</td><td>/</td></tr><tr><td>102-11</td><td>Precautionary Principle or approach</td><td></td><td>Our Enhanced Corporate \nGovernance</td><td>22-24</td></tr><tr><td>102-12</td><td>External initiatives</td><td></td><td>Sustainability Awards and \nProfessional Memberships</td><td>88-93</td></tr><tr><td>102-13</td><td>Membership of associations</td><td></td><td>Sustainability Awards and \nProfessional Memberships</td><td>94, 95</td></tr><tr><td>102-14</td><td>Statement from senior decision-\nmaker</td><td></td><td>Message from Management</td><td>2</td></tr><tr><td>102-16</td><td>Values, principles, standards, and \nnorms of behaviour</td><td></td><td>Our Enhanced Corporate \nGovernance</td><td>24</td></tr><tr><td>102-18</td><td>Governance structure</td><td></td><td>Our Enhanced Corporate \nGovernance</td><td>22-24</td></tr><tr><td>102-40</td><td>List of stakeholder groups</td><td></td><td>Our Materiality Approach</td><td>25</td></tr></table>"
] |
[
"<table><tr><td>GRI \nStandard</td><td>Descriptions</td><td>HKEx ESG \nReporting \nGuide</td><td>Remarks</td><td>Page No.</td></tr><tr><td>102-41</td><td>Collective bargaining agreements</td><td></td><td>The majority of Henderson \nLand's employees are in Hong \nKong where there is no statutory \nrecognition of collective \nbargaining agreements</td><td>/</td></tr><tr><td>102-42</td><td>Identifying and selecting \nstakeholders</td><td></td><td>Our Materiality Approach</td><td>25-27</td></tr><tr><td>102-43</td><td>Approach to stakeholder \nengagement</td><td></td><td>Our Materiality Approach</td><td>25-27</td></tr><tr><td>102-44</td><td>Key topics and concerns raised</td><td></td><td>Our Materiality Approach</td><td>25-27</td></tr><tr><td>102-45</td><td>Entities included in the \nconsolidated financial statements</td><td></td><td>About Our Group</td><td>11</td></tr><tr><td>102-46</td><td>Defining report content and\ntopic Boundaries</td><td></td><td>Stakeholder Engagement and \nMateriality Assessment</td><td>104</td></tr><tr><td>102-47</td><td>List of material topics</td><td></td><td>Our Materiality Approach,\nStakeholder Engagement and \nMateriality Assessment</td><td>26, 104</td></tr><tr><td>102-48</td><td>Restatements of information</td><td></td><td>We have not restated information \nfrom previous years</td><td>/</td></tr><tr><td>102-49</td><td>Changes in reporting</td><td></td><td>There are no significant changes \nfrom previous reporting periods \nin the list of material topics and \ntopic boundaries</td><td>/</td></tr><tr><td>102-50</td><td>Reporting period</td><td></td><td>About this Report</td><td>13</td></tr><tr><td>102-51</td><td>Date of most recent report</td><td></td><td>Our Sustainability Report 2019 \nwas published in April 2020</td><td>/</td></tr><tr><td>102-52</td><td>Reporting cycle</td><td></td><td>About this Report</td><td>13</td></tr><tr><td>102-53</td><td>Contact point for questions \nregarding the report</td><td></td><td>About this Report</td><td>13</td></tr><tr><td>102-54</td><td>Claims of reporting in accordance \nwith the GRI Standards</td><td></td><td>About this Report</td><td>13</td></tr></table>"
] |
[
[
1,
0
]
] |
2896882_48.pdf
|
2896882_49.pdf
|
en
|
[
"<table><tr><td>Aspect</td><td>KPI</td><td>Description</td><td>Statement/Section</td><td>Page No.</td></tr><tr><td colspan=\"5\">SUBJECT AREA (B) SOCIAL</td></tr><tr><td colspan=\"5\">B1: EMPLOYMENT</td></tr><tr><td rowspan=\"3\">B1</td><td>General \ndisclosure</td><td>Information on:\n(a) the policies; and\n(b) compliance</td><td>(a) The people behind the \nprocess;\n(b) The Group complied with \nrelevant laws and \nregulations and there was \nno relevant material \nnon-compliance during the \nreporting period</td><td>39–40</td></tr><tr><td>B1.1</td><td>Total workforce by gender, \nemployment type, age group and \ngeographical region.</td><td>The people behind the process</td><td>40</td></tr><tr><td>B1.2</td><td>Employee turnover rate by gender, \nage group and geographical \nregion.</td><td>The Group shall improve data \ncollection system for future \ndisclosure</td><td>—</td></tr><tr><td colspan=\"5\">B2: HEALTH AND SAFETY</td></tr><tr><td rowspan=\"4\">B2</td><td>General \ndisclosure</td><td>Information on:\n(a) the policies; and\n(b) compliance</td><td>(a) The people behind the \nprocess;\n(b) The Group complied with \nrelevant laws and \nregulations and there was \nno relevant material \nnon-compliance during the \nreporting period</td><td>39</td></tr><tr><td>B2.1</td><td>Number and rate of work-related \nfatalities.</td><td>The people behind the process</td><td>39</td></tr><tr><td>B2.2</td><td>Lost days due to work injury.</td><td rowspan=\"2\">The people behind the process \nThe people behind the process</td><td>39</td></tr><tr><td>B2.3</td><td>Description of occupational health \nand safety measures adopted, how \nthey are implemented and \nmonitored.</td><td>39</td></tr><tr><td colspan=\"5\">B3: DEVELOPMENT AND TRAINING</td></tr><tr><td rowspan=\"3\">B3</td><td>General \ndisclosure</td><td>Policies</td><td>The people behind the process</td><td>38</td></tr><tr><td>B3.1</td><td>The percentage of employees \ntrained by gender and employee \ncategory (e.g. senior management, \nmiddle management).</td><td>The Group shall improve data \ncollection system for future \ndisclosure</td><td>—</td></tr><tr><td>B3.2</td><td>The average training hours \ncompleted per employee by gender \nand employee category.</td><td>The people behind the process</td><td>38</td></tr></table>"
] |
[
"<table><tr><td>Aspect KPI</td><td>Description</td><td>Statement/Section</td><td>Page No.</td></tr><tr><td colspan=\"4\">B4: LABOUR STANDARDS</td></tr><tr><td>General \ndisclosure</td><td>Information on:\n(a) the policies; and\n(b) compliance</td><td>(a) The people behind the \nprocess;\n(b) The Group complied with \nrelevant laws and \nregulations and there was \nno relevant material</td><td>41</td></tr><tr><td>B4</td><td></td><td>non-compliance during the \nreporting period</td><td></td></tr><tr><td>B4.1</td><td>Description of measures to review \nemployment practices to avoid \nchild and forced labour.</td><td>The people behind the process</td><td>41</td></tr><tr><td>B4.2</td><td>Description of steps taken to \neliminate such practices when \ndiscovered.</td><td>The people behind the process</td><td>41</td></tr><tr><td colspan=\"2\">B5: SUPPLY CHAIN MANAGEMENT</td><td></td><td></td></tr><tr><td>General \ndisclosure</td><td>Policies</td><td>The making of products</td><td>35–36</td></tr><tr><td>B5.1</td><td>Number of suppliers by \ngeographical region.</td><td>The making of products</td><td>36</td></tr><tr><td>B5 B5.2</td><td>Description of practices relating to \nengaging suppliers, number of \nsuppliers where the practices are \nbeing implemented, how they are \nimplemented and monitored.</td><td>The making of products</td><td>35–36</td></tr><tr><td colspan=\"4\">B6: PRODUCT RESPONSIBILITY</td></tr><tr><td>General</td><td>Information on:</td><td>(a) The making of products;</td><td>36–38</td></tr><tr><td>disclosure</td><td>(a) the policies; and\n(b) compliance</td><td>(b) The Group complied with \nrelevant laws and \nregulations and there was \nno relevant material \nnon-compliance during the \nreporting period</td><td></td></tr><tr><td>B6.1</td><td>Percentage of total products sold \nor shipped subject to recalls for \nsafety and health reasons.</td><td>The making of products</td><td>37</td></tr><tr><td>B6.2B6 </td><td>Number of products and service \nrelated complaints received and \nhow they are dealt with.</td><td>The making of products</td><td>37</td></tr><tr><td>B6.3</td><td>Description of practices relating to \nobserving and protecting \nintellectual property rights.</td><td>The making of products</td><td>38</td></tr><tr><td>B6.4</td><td>Description of quality assurance \nprocess and recall procedures.</td><td>The making of products</td><td>36–37</td></tr><tr><td>B6.5</td><td>Description of consumer data \nprotection and privacy policies, \nhow they are implemented and \nmonitored.</td><td>The making of products</td><td>38</td></tr></table>"
] |
[
[
0,
0
]
] |
20735701_103.pdf
|
20735701_104.pdf
|
en
|
[
"(b) A master purchase agreement was entered into between the Company and COSCO SHIPPING (Hong Kong) on 15th November 2016 in relation to the provision of shipping and other services, sale of shipping related materials and products and sale of other materials and products in connection with the general trading business of the Group by the relevant member(s) of COSCO SHIPPING Group to the relevant member(s) of the Group, including without limitation: (a) the provision of agency services, technical services and ancillary services, including the collection of market information, technical advisory, promotion and marketing, coordination with suppliers and customers, purchase of raw materials and products from suppliers, the provision of assistance in collecting sale proceeds and the procurement or provision of certain after-sale services; (b) the provision of logistics and transportation services; (c) the sale of other materials and products including construction materials and chemicals; and (d) the solicitation and referral of businesses by COSCO SHIPPING Group to the Group, including recommending products manufactured by the Group to the customers and manufacturers of COSCO SHIPPING Group (collectively the “Purchase Continuing Connected Transactions”) for the three financial years ending 31st December 2019 (the “Master Purchase Agreement”). COSCO SHIPPING (Hong Kong) agrees and will procure COSCO SHIPPING Group to agree with the Group that the transactions contemplated under the Master Purchase Agreement shall be conducted on normal commercial terms and negotiated on arm’s length basis and the service fees, commission and the consideration for the purchase of materials and products shall be at market rates or rates no less favourable to the relevant member(s) of the Group than those available to or from (as appropriate) independent third parties. Part of the services provided by COSCO SHIPPING Group will be charged by adopting pre-determined formulae (for example, provision of agency services, technical services and ancillary services and solicitation and referral of businesses will be charged at certain fixed percentages of the value of the subject matter with reference to market price of comparable services) and the remaining services will be charged by COSCO SHIPPING Group at fixed per unit consideration (for example, provision of logistics and transportation services will be charged at a fixed per unit price based on the quantity of the subject matter involved and the distance of the destination). The prices offered by COSCO SHIPPING Group for services provided to the Group and sale of other materials and products including construction materials and chemicals to the Group shall be at market rates or rates no less favourable to the relevant member(s) of the Group than those available from independent third party suppliers for comparable services and similar materials and products (based on similar amount and similar specifications) respectively. In particular, the relevant purchasing department of the related companies within the Group will obtain quotations from different suppliers (both COSCO SHIPPING Group and independent third party suppliers) in respect of comparable services and a similar type of materials or products (based on similar amount and similar specifications) respectively for comparison. The aggregate amount of the Purchase Continuing Connected Transactions for each of the financial years ending 31st December 2017, 2018 and 2019 would not exceed the relevant cap amounts set out in the table headed “Caps with COSCO SHIPPING Group” (the “Purchase Caps”).",
"(c) A fuel oil master agreement was entered into between the Company and COSCO SHIPPING (Hong Kong) on 15th November 2016 in relation to trading and supply of fuel oil and/or related products and services between the relevant member(s) of the Group and the relevant member(s) of COSCO SHIPPING Group, including without limitation: (a) purchase or sale of fuel oil and/or related products by the relevant member(s) of the Group from or to the relevant member(s) of COSCO SHIPPING Group (the “Fuel Oil Transactions”); and (b) provision of services by the relevant member(s) of COSCO SHIPPING Group to relevant member(s) of the Group to carry out arrangements at the instruction of and for and on behalf of the relevant member(s) of the Group from time to time to enter into fuel oil and/or related products swap contracts and/or derivatives with independent third parties to facilitate the relevant member(s) of the Group to hedge against the risk of fuel oil and/or related products price fluctuation under the fuel oil and/or related products transactions of its business of providing fuel oil and/or related products and services including marine bunker supplies, trading of fuel oil and related products and broker services (the “Fuel Oil Financial Services”) (collectively the “Fuel Oil Continuing Connected Transactions”) for the three financial years ending 31st December 2019 (the “Fuel Oil Master Agreement”). COSCO SHIPPING (Hong Kong) agrees and will procure COSCO SHIPPING Group to agree with the Group that a) the transactions contemplated under the Fuel Oil Master Agreement shall be conducted on normal commercial terms and negotiated on arm’s length basis and the service fees and the consideration for the sale or"
] |
[
"purchase of fuel oil and/or related products shall be at market rates or rates no less favourable to the relevant member(s) of the Group than those available to or from (as appropriate) independent third parties and for this purpose, the following pricing policies will be followed (aa) fixed per unit consideration would be payable by or to the Group (as appropriate); (bb) in determining the market rates for sale or purchase of fuel oil and/or related products, the parties would refer to the mean price of fuel oil traded through Singapore as published by S&P Global Platts or market price of fuel oil as published by the government authority or other recognised organisations of supply ports in the pricing month or at the time of quotation as reference; (cc) the Group would also consider the prices offered to or by the independent third parties (based on similar quantity of fuel oil and/or related products) and compare to those offered to or by COSCO SHIPPING Group. In particular, the relevant sales and purchasing department (as appropriate) of the related companies within the Group will compare the selling price offered to or by different parties (both COSCO SHIPPING Group and the independent third parties) in respect of a similar quantity of fuel oil and/or related products for comparison; and b) the relevant member(s) of COSCO SHIPPING Group would not charge member(s) of the Group any service fee in relation to the provision of the Fuel Oil Financial Services; member(s) of the Group shall only be responsible for all amounts payable to independent third parties (together with the related handling fees and other charges charged by such independent third parties) by relevant member(s) of COSCO SHIPPING Group for and on behalf of member(s) of the Group under the fuel oil and/or related products swap contracts and/or derivatives. The aggregate amount of the Fuel Oil Continuing Connected Transactions for each of the financial years ending 31st December 2017, 2018 and 2019 would not exceed the relevant cap amounts set out in the table headed “Caps with COSCO SHIPPING Group” (the “Fuel Oil Caps”).",
"(d) A financial services master agreement was entered into between the Company and COSCO Finance on 15th November 2016 in relation to the provision of a range of financial services, including the deposits services, loan services, settlement services, remittance services, entrusted loan services (as lending agent in entrusted loan arrangements among members of the Group) and acceptance bill services by COSCO Finance to the Group (collectively the “Financial Services Continuing Connected Transactions”) for the three financial years ending 31st December 2019 (the “Financial Services Master Agreement”). The transactions contemplated under the Financial Services Master Agreement shall be conducted on normal commercial terms and negotiated on arm’s length basis and the terms of the transactions (including the interest receivable by the Group and the fees (including the service fees and handling charges) payable under the financial services to COSCO Finance) shall be at market rates or rates no less favourable to the relevant member(s) of the Group than those available to or from (as appropriate) independent third parties. It was agreed that the interest payable to or receivable by the Group (as appropriate) or service fees payable by the Group for the services are (a) the interest rate for the deposit services shall be no lower than: (i) the floor rate for the same category of deposit services stipulated by the People’s Bank of China from time to time; and (ii) the rate for the same category of deposit services offered by independent commercial banks in the PRC; (b) the interest rate for the loan and entrusted loan services shall be no higher than: (i) the cap rate for the same category of loan services stipulated by the People’s Bank of China from time to time; and (ii) the rate for the same category of loan services charged by independent commercial banks in the PRC; (c) service fees of other services approved by China Banking Regulatory Commission shall be determined in accordance with the following pricing principles: (i) the price to be complied with the fee standards prescribed by the People’s Bank of China or China Banking Regulatory Commission; (ii) no higher than those charged by independent commercial banks in the PRC for services of similar nature; and (iii) no higher than those charged by COSCO Finance to other member company(ies) of COSCO SHIPPING Group for services of similar nature. The aggregate amount of the Financial Services Continuing Connected Transactions for each of the financial year ending 31st December 2017, 2018 and 2019 would not exceed the relevant cap amounts set out in the table headed “Caps with COSCO SHIPPING Group” (the “Financial Services Caps”)."
] |
[
[
1,
0
]
] |
2908085_16.pdf
|
2908085_17.pdf
|
en
|
[
"# We may change our target assets, financing and investment strategy and other operational policies without stockholder consent, which may adversely affect the market price of our common stock and our ability to make distributions to stockholders.",
"Within our overall investment guidelines, we may change our target assets financing strategy, and investment guidelines at any time without the consent of our stockholders, which could result in our making investments that are different from, and possibly riskier than, the investments described in this Annual Report on Form 10-K. Our Board also determines our other operational policies and may amend or revise such policies, including our policies with respect to our REITqualification, acquisitions, dispositions, operations, indebtedness and distributions, or approve transactions that deviate from these policies, without a vote of, or notice to, our stockholders. A change in our targeted investments, financing strategy, investment guidelines and other operational policies may increase our exposure to interest rate risk, default risk and real estate market fluctuations, all of which could adversely affect the market price of our common stock and our ability to make distributions to our stockholders.",
"# We operate in a highly competitive market for investment opportunities and related financing and competition may limit our ability and financing to acquire desirable investments in our target assets, obtain necessary financing and could also affect the pricing of these assets and cost of funds.",
"We operate in a highly competitive market for investment opportunities and borrowing facilities. Our profitability depends, in large part, on our ability to acquire our target assets at attractive prices and finance them economically. In acquiring and financing our target assets, we will compete with a variety of institutional investors, including other REITs, specialty finance companies, public and private funds, government entities, commercial and investment banks, commercial finance and insurance companies and other financial institutions. Many of our competitors are substantially larger and have considerably greater financial, technical, marketing and other resources than we do. Several other REITs may have investment objectives that overlap with ours, which may create additional competition for investment opportunities and financing. Some competitors may have a lower cost of funds and access to funding sources that may not be available to us, such as funding from the U.S. or foreign governments. Many of our competitors are not subject to the operating constraints associated with REIT tax compliance or maintenance of an exemption from the Investment Company Act. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, competition for investments in our target assets may lead to the price of such assets increasing, which may further limit our ability to generate desired returns. We cannot provide assurance that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations. Also, as a result of this competition, desirable investments in our target assets may be limited in the future and we may not be able to take advantage of attractive investment opportunities from time to time, as we can provide no assurance that we will be able to identify, finance and make investments that are consistent with our investment objectives.",
"# Risks Related to Our Management and Conflicts of Interest",
"# We depend on ACM and particularly key personnel. The loss of those key personnel could severely and detrimentally affect our operations.",
"As an externally managed company, we depend on the diligence, experience and skill of ACM for the selection, acquisition, structuring, hedging and monitoring of our MBS and associated borrowings. We depend on the efforts and expertise of our operating officers to manage our day-to-day operations and strategic business direction. If any of our key personnel were to leave the Company, locating individuals with specialized industry knowledge and skills similar to that of our key personnel may not be possible or could take months. Because we have no employees, the loss of ACM could harm our business, financial condition, cash flow and results of operations.",
"We have a contract with AVM to administer clearing and settlement services for our securities and derivative transactions. We have also entered into a second contract with AVM to assist us with financing transaction services such as repurchase financings and managing the margin arrangement between us and our lenders for each of our repurchase agreements. We use the services of AVM for these aspects of our business so our executive officers can focus on our daily operations and strategic direction. Further, as our business expands, reliance on AVM to provide us with timely, effective services will increase. In the future, as we expand our staff, we may absorb internally some or"
] |
[
"all of the services provided by AVM. Until we elect to move those services in-house, we continue to use AVM or other third-parties that provide similar services. If we are unable to maintain a relationship with AVM or are unable to establish a successful relationship with other third-parties providing similar services at comparable pricing, we may have to reduce or delay our operations and/or increase our expenditures and undertake the repurchase agreement and trading and administrative activities on our own, which could have a material adverse effect on our business operations and financial condition. However, we believe that the breadth and scope of ACM’s experience will enable them to fill any needs created by discontinuing a relationship with AVM.",
"# There are conflicts of interest in our relationship with ACM and its affiliates, which could result in decisions that are not in the best interests of our stockholders.",
"We are subject to conflicts of interest arising out of our relationship with ACM and its affiliates. Each of our executive officers and our non-independent directors are also affiliated with JAVELIN and such officers and directors will not be exclusively dedicated to our business. Entities affiliated with Mr. Ulm and Mr. Zimmer are the general partners of ACM and each of Mr. Ulm, Mr. Zimmer, Mr. Staton and Mr. Bell is a limited partner in ACM and a stockholder of JAVELIN.",
"The Management Agreement with ACM may create a conflict of interest and its terms, including fees payable to ACM, may not be as favorable to us as if they had been negotiated with an unaffiliated third-party. In addition, we may choose not to enforce, or to enforce less vigorously, our rights under the Management Agreement because of our desire to maintain our ongoing relationship with ACM. ACM maintains a contractual and fiduciary relationship with us. The Management Agreement with ACM does not prevent ACM and its affiliates from engaging in additional management or investment opportunities some of which will compete with us. ACM and its affiliates may engage in additional management or investment opportunities that have overlapping objectives with ours and may thus face conflicts in the allocation of investment opportunities to these other investments. Such allocation is at the discretion of ACM and there is no guarantee that this allocation would be made in the best interest of our stockholders. We are not entitled to receive preferential treatment as compared with the treatment given by ACM or its affiliates to any investment company, fund or advisory account other than any fund or advisory account which contains only funds invested by ACM (and not of any of its clients or customers) or its officers and directors. Additionally, the ability of ACM and its respective officers and employees to engage in other business activities, including their activities related to JAVELIN, may reduce the time spent managing our activities.",
"# We compete with current and future investment entities affiliated with ACM.",
"There are conflicts of interest in allocating investment opportunities among us and other funds, investment vehicles and ventures managed by ACM. There is a significant overlap in the assets and investment strategies of us and JAVELIN. Although ACM may dedicate certain trading and investment personnel to serve us only, in most cases the same trading and investment personnel may provide services to both entities. ACM and its affiliates may in the future form additional funds or sponsor additional investment vehicles and ventures that have overlapping objectives with us and therefore may compete with us for investment opportunities and ACM resources. ACM has an allocation policy that addresses the manner in which investment opportunities are allocated among the various entities and strategies for which they provide investment management services. However, we cannot assure you that ACM will always allocate every investment opportunity in a manner that is advantageous for us; indeed, we may expect that the allocation of investment opportunities will at times result in our receiving only a portion of, or none of, certain investment opportunities.",
"# Resolution of potential conflicts of interest in allocation of investment opportunities.",
"In allocating investment opportunities among us and any other funds or accounts managed by them, ACM's personnel are guided by the principles that they will treat all entities fairly and equitably, they will not arbitrarily distinguish among entities and they will not favor one entity over another.",
"In allocating a specific investment opportunity among us and JAVELIN, ACM will make a determination, exercising their judgment in good faith, as to whether the opportunity is appropriate for each entity. Factors in making such a determination may include an evaluation of each entity's liquidity, overall investment strategy and objectives, the composition of the existing portfolio, the size or amount of the available opportunity, the characteristics of the"
] |
[
[
7,
0
]
] |
20745094_6.pdf
|
20745094_7.pdf
|
en
|
[
"axial ratios remains to be determined, but the important point is that the current best upper limit for axial ratios with respect to VSAs is around 3, and it would be unusual to find a VSA with an axial ratio far above that. There are two caveats worth noting however. Firstly, large axis ratios result in large magnitude variations between telescopic exposures, and may cause high-amplitude bodies to be missed entirely, biasing our sample. Secondly, our method of determining axis ratios from the light curve from the formula of Kwiatkowski et al. (2010a) provides a lower limit. As a result, the axis ratios of small NEAs may be systematically larger than reported here.",
"Nakamura et al. (2011) concluded that small fast-rotating asteroids have a tendency to be more spherical than slowly rotating asteroids, but Kwiatkowski et al. (2010a) reportedj ust the opposite. In Fig. 3 we find little correlation between the asteroid periods and their \\( a / b \\) ratios. Least squares fits to our samples do have slight upslopes however, 0.0198 \\( \\mathrm { h r } ^ { - 1 } \\) on the upper panel, and 0.0835 \\( \\mathrm { h r } ^ { - 1 } \\) on the lower panel, so our samples do have a nominal weak correlation. But these slopes are heavily leveraged by a few points at the right-most edge of the figures and should be interpreted with caution.",
"Histograms of the axial ratios of our two samples are given in Fig. 4. The \\( a / b \\) ratio sample has mean and median \\( a / b \\) ratios of 1.43 and 1.29. Our \\( D \\le \\) 60 m sample does not have enough information to compute axis ratios for all its members, but the mean and median \\( a / b \\) ratios of the 46 members of the \\( a / b \\) sample with diameters below 60 m are 1.46 and 1.36 respectively, consistent with the idea that size and axis ratio are not strongly correlated.",
"We note that there has been some discussion in the literature surrounding the determination of \\( a / b \\) ratios in Nakamura et al. (2011). Already in 2009, Warner et al. pointed out that low light curve amplitudes (which result in concomitantly smaller axis ratios) may simply be a result of finding the highest amplitude spectral peak in noisy data. In the LCDB itself, a significant portion of the data are in the quality range of \\( U \\leq 1 + \\), meaning that they are of doubtful quality. A fuller explanation as to why some of this data were given such a low quality rating can be additionally found in Warner et al. (2009).",
"# 3.3. Taxonomic class and density",
"In addition to period and effective diameter, the LCDB also records the taxonomic class. Out of the 88 asteroids in our \\( D \\le \\) 60 m survey, 83 asteroids were of S-type (silicaceous “stony” objects), and out of the 92 asteroids in our \\( a / b \\) ratio sample (which does overlap partially with the previous sample), 89 were of S-type as well, making it the most common type in our specific asteroid population. The few other spectral types that were seen in the population were four asteroids in the C-group (carbonaceous objects, including one type B and one F), and three others being in the X-group (metallic objects). It is believed that 20% (Brophy et al., 2012) of the near-Earth asteroid population is C-type, but that they are harder to discover because of their lower albedos. Thus the C types are underrepresented in our sample, reflecting the reality that our observed sample is sharply limited by target brightness. We are not arguing here that the real NEA population is low in C types, but the set of potential targets for the ARM mission is likely to be.",
"Taxonomic class is linked to asteroid density, but for S-type asteroids we must take the size into consideration as well since, as Carry (2012) observes, the density of S-type asteroids appears to increase with mass. If we look at Fig. 9 in the paperj ust mentioned, S-type asteroids in the ARM size range would have an average bulk density of around 2.6 g \\( \\mathrm { c m ^ { - 3 } } \\), though the density of S-type can be as low as 1.9 g \\( \\mathrm { c m } ^ { - 3 } \\) such as for Itokawa (Fujiwara et al., 2006). Given the predominance of S types among the small near-Earth asteroid population, it is reasonable to conclude that the density of most potential ARM targets will be in the same range though the density of a specifically"
] |
[
"chosen C-type target would be lower, around 1 g \\( \\mathrm { c m } ^ { - 3 } \\)(Britt et al., 2002). The composition, mass and internal properties (rubble pile versus monolith) will all play a role here.",
"# 4. Conclusions",
"We have collected the available data on very small asteroids (VSAs) with the highest quality light curves. Unsurprisingly, a VSA will most likely be found to have a period under the “spin barrier” of 2.2 hrs; the average period from the \\( D \\le \\) 60 m sample analyzed here is 0.67 hrs or 40 minutes. The lower limit for the period of the current sample reaches down to 25 seconds (2010 \\( \\mathrm { J L } _ { 8 8 } \\), a 13 m diameter S-type) or even less (2014 RC, a 12-22 m Sq-type, with a period of 16 seconds) though shorter periods are possible.",
"With respect to structure, our results imply that a VSA will probably be a monolithic structure in which a singular boulder is held together by its own tensile strength, as opposed to a “rubble pile” in which many boulders are gravitationally bound together, although arguments from Holsapple (2003) and new evidence from Mommert et al. (2014) show that this may not necessarily be true.",
"We used the information on the light curves provided by various surveys to estimate the axial ratio. The VSAs in our samples have an average minimum \\( a / b \\) ratio of about 1.4, and the VSA with the greatest axial ratio was found to be 2007 \\( \\mathrm { T S _ { 2 4 } } \\) at 2.8. Alternate analyses of some asteroid light curves have given slightly different values, but all VSAs observed to date are consistent with axial ratios less than three. The mission outlined by the KISS report discussed a capture bag capable of accommodating a 10x15 meter asteroid with a 2:1 axis ratio. Most (\\( > \\) 90%) of our \\( D \\le \\) 60 m restricted sample have an \\( a / b \\) ratio less than 2, but a few exceed this value. We do note that our method of determining axial ratios from Kwiatkowski et al. (2010a) provides the minimum axial ratio consistent with the light curve amplitude, and so the values reported here are lower limits.",
"The composition of most potential targets is likely to be rich in silicates (S-type taxonomic class). The KISS study suggested that C-type asteroids would make more interesting targets be-cause of their more diverse composition, which include water, carbon compounds, rock and metal. However, such asteroids are not common within the currently characterized small near-Earth as-teroid population, though four C-group (including sub-types B and F) and three X-types appear in our sample. Though the real NEA population is not necessarily this low in C types, the list of potential ARM targets is likely to be poorer in carbonaceous bodies than might otherwise be expected.",
"# 5. Acknowledgements",
"The authors thank Duncan Steel and David Asher for thoughtful comments which much im-proved this paper. This work was supported in part by the Natural Sciences and Engineering Council of Canada and the Canadian Space Agency (CSA) through the ASTRO CSA Cluster.",
"# References",
"Britt, D. T., Yeomans, D., Housen, K., and Consolmagno, G. (2002). Asteroid Density, Porosity, and Structure. Asteroids III, pages 485–500.",
"Brophy, J., Culick, F., Friedman, L., and 31 others (2012). Asteroid retrieval feasibility study. Technical report, Keck Institute for Space Studies, Pasadena, California."
] |
[
[
6,
0
]
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9289594_5.pdf
|
9289594_6.pdf
|
en
|
[
"# 1. REPORT OVERVIEW (CONTINUED)",
"# • Stakeholder Engagement (Continued)",
"# Materiality Assessment (Continued)",
"1. 報告概覽（續）",
"• 利益相關者參與（續）",
"關鍵性評估（續）",
"<table><tr><td>Category \n類別</td><td>ESG Issues \n環境、社會及管治問題</td><td>Importance\n重要性</td></tr><tr><td rowspan=\"8\">Environmental Issues \n環境問題</td><td>1. Greenhouse gas emission \n溫室氣體排放</td><td>Medium\n中</td></tr><tr><td>2. Energy consumption \n能源消耗</td><td>Medium\n中</td></tr><tr><td>3. Water consumption \n水資源消耗</td><td>Medium\n中</td></tr><tr><td>4. Waste \n廢棄物</td><td>Medium\n中</td></tr><tr><td>5. Environmental impact of construction \n建造對環境的影響</td><td>Medium\n中</td></tr><tr><td>6. Green building certification \n綠色建築認證</td><td>Medium\n中</td></tr><tr><td>7. Customer engagement in environmental issues \n客戶參與環境問題</td><td>Medium\n中</td></tr><tr><td>8. Use of chemicals \n使用化學品</td><td>Medium\n中</td></tr><tr><td rowspan=\"8\">Social Issues \n社會問題</td><td>9. Local community engagement \n當地社區參與</td><td>Medium\n中</td></tr><tr><td>10. Community investment \n社區投資</td><td>Medium\n中</td></tr><tr><td>11. Occupational health and safety \n職業健康及安全</td><td>High\n高</td></tr><tr><td>12. Labour standards in supply chain \n供應鏈勞工準則</td><td>High\n高</td></tr><tr><td>13. Training and development \n培訓及發展</td><td>High\n高</td></tr><tr><td>14. Employee welfare \n僱員福利</td><td>High\n高</td></tr><tr><td>15. Inclusion and equal opportunities \n包容及平等機會</td><td>High\n高</td></tr><tr><td>16. Talent attraction and retention \n吸引及挽留人才</td><td>High\n高</td></tr></table>"
] |
[
"# 1. REPORT OVERVIEW (CONTINUED)",
"# • Stakeholder Engagement (Continued)",
"# Materiality Assessment (Continued)",
"1. 報告概覽（續）",
"• 利益相關者參與（續）",
"關鍵性評估（續）",
"<table><tr><td>Category \n類別</td><td>ESG Issues \n環境、社會及管治問題</td><td>Importance\n重要性</td></tr><tr><td rowspan=\"6\">Operating Issues \n營運問題</td><td>17. Economic value generated \n所產生經濟價值</td><td>Medium\n中</td></tr><tr><td>18. Corporate governance \n企業管治</td><td>High\n高</td></tr><tr><td>19. Anti-corruption \n反貪污</td><td>High\n高</td></tr><tr><td>20. Supply chain management \n供應鏈管理</td><td>High\n高</td></tr><tr><td>21. Customer satisfaction \n客戶滿意度</td><td>High\n高</td></tr><tr><td>22. Customer privacy \n客戶私隱</td><td>High\n高</td></tr></table>",
"# 2. THE ENVIRONMENT",
"# • Environmental Strategy and Management Approach",
"The company has established regular emission reduction policies such as supporting our people to reduce the use of conventionally fuelled vehicles, to use paper more efficiently and conduct paper-less meetings, encouraging our employees to turn off the lights and air conditioners in unmanned rooms. We also try to replace business trip and meeting where telephone and video conferencing are possible. In addition, the company also actively purchases energy-efficient office equipment, purchases and uses energy-efficient air conditioners, recycles waste paper, cardboard and plastic bottles, and effectively reduces the burden onto the environment caused by the Group's business operations.",
"2. 環境",
"• 環境策略及管理方法",
"本公司已制定常規減排政策，如鼓勵我們的員工減少使用傳統燃油汽車、更善用紙張及召開無紙化會議、鼓勵僱員在房間無人使用時關閉電燈及空調。如可以使用電話及視像會議，我們亦嘗試用以取代商務旅行及會議。此外，本公司亦積極購置節能辦公設備，購置及使用節能空調，循環使用廢紙、紙板及塑料瓶，有效地減少本集團業務營運對環境造成的負擔。"
] |
[
[
6,
6
]
] |
11787224_4.pdf
|
11787224_5.pdf
|
en
|
[
"# 1. Anomalous paramagnetism \\( T > T _ { c 0 } \\))",
"In the paramagnetic state of ferromagnetic and anti-ferromagnetic systems, the muon spin depolarization at zero external field has contributions from the static nu-clear dipolar fields and the fluctuating fields from electron spins. The nuclear spin contribution is well reproduced by the Gaussian Kubo-Toyabe (GKT) function derived from the Gaussian distribution of the local field (\\( B _ { \\mathrm { l o c } } \\)),which is a good approximation for a dense ensemble of randomly orientated nuclear magnetic moments.18 The GKT function is written as",
"\\[ G _ { \\mathrm { G K T } } ( t ) = \\frac { 1 } { 3 } + \\frac { 2 } { 3 } \\left[ 1 - ( \\Delta t ) ^ { 2 } \\right] \\exp \\left[ - \\frac { ( \\Delta t ) ^ { 2 } } { 2 } \\right] , \\qquad ( 2 ) \\]",
"where \\( \\Delta / \\gamma _ { \\mu } = \\langle B _ { \\mathrm { l o c } } ^ { 2 } \\rangle ^ { 1 / 2 } \\) corresponds to the root-mean-square for the distribution of the local magnetic field (where \\( \\gamma _ { \\mu } = 2 \\pi \\times 1 3 5 . 5 3 \\) MHz/T is the muon gyromag-netic ratio). On the other hand, the dynamical electron spin contribution is given as \\( \\exp ( - \\lambda t ) \\) with the relax-ation rate \\( \\lambda \\). Then, the depolarization function G(t) is described by the product of the two contributions:",
"\\[ G ( t ) = G _ { \\mathrm { G K T } } ( t ) \\exp ( - \\lambda t ) . \\eqno ( 3 ) \\]",
"Figure 6(a) shows the zero-field (ZF)-\\( \\mu ! \\) SR spectra at 300 K and 80 K (i.e., above and below \\( T _ { \\mathrm { c 1 } } \\)), where no sign of the emergence of the spontaneous internal mag-netic field, such as oscillation and/or fast damping, is observed below \\( T _ { \\mathrm { c 1 } } \\). This immediately leads us to the conclusion that no long-range magnetic order is present below \\( T _ { c 1 } \\), which is in qualitative agreement with the pre-vious result.11 The temperature dependence of \\( \\lambda \\) deduced by a curve fitting is plotted in the inset of Fig. 6(a).",
"The spectra in Fig. 6(a) including the one at 18 K show that the exponential damping gradually overcomes the GKT depolarization below 40 K. Figure 6(b) shows \\( \\mu \\) SR spectra at 18 K measured with ZF and longitudinal fields (LFs) of 10 mT and 100 mT. Generally, the expo-nential damping due to the electron spin fluctuation does not depend much on the LF because the fluctuation rate of the dynamical field from the ordinary paramagnetic moments is much larger than the Larmor frequency of the muon spin precession. However, the depolarization is quenched by the application of a relatively weak LF, which indicates that \\( B _ { \\mathrm { l o c } } \\) is much weaker than the LF and that it is quasistatic within the time window of \\( \\mu \\) SR (\\( > 1 0 ^ { - 5 } \\) s). These features allow us to estimate an up-per limit for the mean hyperfine field at the muon site, \\( B _ { \\mathrm { l o c } } \\, \\simeq \\, \\Delta / \\gamma _ { \\mu } \\, \\lesssim \\, 2 \\) mT, and that of the fluctuation rate \\( \\nu \\lesssim \\) 0.5 MHz. We also performed curve fitting for the LF dependence of the \\( \\mu \\) SR spectra at 18 K by replac-ing the exponential term in Eq. (3) with the Lorentzian Kubo-Toyabe (LKT) function for a finite LF:",
"FIG. 6. (Color online) (a) Zero-field (ZF)-\\( \\mu ^ { 6 } \\) SR time spectra at 300 K, 80 K, and 18 K. The solid curves are the fitted results of Eq. (3). The inset shows the temperature dependence of the relaxation rate. (b) \\( \\mu ^ { \\star } \\) SR spectra at 18 K measured with ZF and longitudinal fields (LF = 10 mT and 100 mT) with the results of the curve fitting with Eq.(4).",
"\\[ \\begin{array} { l } { \\displaystyle G _ { \\mathrm { L K T } } ( t ) = \\! 1 - \\frac { \\Delta } { \\omega _ { 0 } } j _ { 1 } ( \\omega _ { 0 } t ) e ^ { - \\Delta t } } \\\\ { \\displaystyle \\quad \\, - \\big ( \\frac { \\Delta } { \\omega _ { 0 } t } \\big ) ^ { 2 } [ j _ { 0 } ( \\omega _ { 0 } t ) e ^ { - \\Delta t } - 1 ] } \\\\ { \\displaystyle \\quad \\, - \\big [ 1 + \\big ( \\frac { \\Delta } { \\omega _ { 0 } } \\big ) ^ { 2 } \\big ] \\Delta \\int _ { 0 } ^ { t } j _ { 0 } ( \\omega _ { 0 } t ^ { \\prime } ) e ^ { - \\Delta t ^ { \\prime } } d t ^ { \\prime } , \\, \\, \\, \\, ( 4 ) } \\end{array} \\]",
"where \\( \\omega _ { 0 } = \\gamma _ { \\mu } B _ { 0 } \\) is the Larmor frequency of the muon spin precession in the presence of an external field \\( B _ { 0 } \\), and \\( j _ { 0 } \\) and \\( j _ { 1 } \\) denote spherical Bessel functions.19 We note that the results of the curve fitting indicate that the entire volume of the sample exhibits a Lorentzian-like field distribution. Thus, we are led to the conclusion that the dilute magnetic moments of d electrons having an unusually quasistatic characteristic make a significant contribution to the muon depolarization for \\( T _ { c 0 } \\leq T \\leq \\)\\( T _ { c 1 } \\), although their origin is not clear at this stage.",
"# 2. Inhomogeneous magnetism \\( ( T < T _ { c 0 } \\))",
"As is observed for the ZF-\\( \\mu \\) SR spectra in Fig. 7(a), a rapid depolarization develops with decreasing tempera-ture below \\( T _ { \\mathrm { c 0 } } \\). We show the ZF- and LF-\\( \\mu \\) SR spectra at 30 mK measured in the presence of various LFs up to 100 mT in Fig. 7(b). The ZF spectra clearly demonstrate the absence of conventional long-range magnetic order at"
] |
[
"FIG. 7. (Color online) (a) ZF-\\( \\mu \\) SR time spectra in the temper-ature range between 4.2 K and 10 K. (b) \\( \\mu ^ { \\circ } \\) SR time spectra measured at 30 mK in the presence of various longitudinal fields (LFs) up to 100 mT. The inset shows the earlier part of the spectrum at ZF. The solid lines are the fitted results by using Eq. (6)..",
"the base temperature. The initial fast depolarization ex-hibits a gradual suppression with increasing LF and is nearly quenched at \\( ^ { \\dag } \\) F = 100 mT. Surprisingly, we also observed a finite slope due to the residual magnetic fluc-tuation in these spectra at a large time, which is almost independent of the LF, even at 30 mK. These features can be observed from the fast damped 2/3 amplitude followed by a slowly relaxing 1 \\( / \\) 3 component originating from the magnetic ordered state with slow persistent spin dynamics.",
"In a previous \\( \\mu \\) SR study, Sugiyama et al. analyzed their ZF-\\( \\cdot \\mu \\) SR spectra by using a combination of an expo-nentially relaxing cosine oscillation for the damped 2 \\( / \\) 3 component and an exponential function for the 1 \\( / \\) 3 tail signal.11 They showed that the ratio of the relaxation rate of the 1 \\( / \\) 3 tail component \\( \\lambda _ { \\mathrm { t a i l } } \\) to the precession frequency \\( \\omega _ { \\mathrm { A F } } \\) is close to unity, \\( \\lambda _ { \\mathrm { t a i l } } / \\omega _ { \\mathrm { A F } } \\, \\sim \\, 1 \\), where \\( \\lambda _ { \\mathrm { t a i l } } / \\omega _ { \\mathrm { A F } } \\) corresponds to the field distribution normalized to the mean value of \\( B _ { \\mathrm { l o c } } \\). However, their fitting function is based on an unique precession signal at a spontaneous local field for the conventional magnetic ordered state, \\( \\lambda _ { \\mathrm { t a i l } } / \\omega _ { \\mathrm { A F } } \\ll 1 \\) . The observed broad \\( B _ { \\mathrm { l o c } } \\) distribution and residual magnetic fluctuation strongly suggest that a highly inhomogeneous magnetic state appears in the ground state of \\( \\mathrm { S r } _ { 2 } \\)\\( \\ldots \\) 4.",
"The inset of Fig. 7(b) shows the earlier part of the ZF-\\( \\mu \\) SR spectrum at 30 mK. As mentioned above, the GKT and LKT functions are widely attributed to the \\( \\mu \\) SR spectra for random magnetism in dense and diluted spin systems. However, the ZF spectrum at 30 mK lacks a decrease that usually precedes the asymptotic tail for the GKT function, although it exhibits a Gaussian-like initial depolarization. We attributed this to a broad dis-tribution of \\( B _ { \\mathrm { l o c } } \\), which is not characterized by a sin-gle root-mean-square width, and adopted the Gaussian-broadened Gaussian (GbG) function as a recursive func-tion for the curve fitting.20–22",
"The GbG function is described as one of the general-ized forms of the GKT function, where \\( \\Delta \\) in Eq. (2) has a distribution with the mean value \\( \\Delta _ { 0 } \\) and root-mean-square width W. \\( G _ { \\mathrm { G b G } } ( t ) \\) for ZF is written as",
"\\[ \\begin{array} { c c } { G _ { \\mathrm { G b G } } ( t ) = \\displaystyle \\frac { 1 } { 3 } + \\frac { 2 } { 3 } \\bigg ( \\displaystyle \\frac { 1 } { 1 + R ^ { 2 } \\Delta _ { 0 } ^ { 2 } t ^ { 2 } } \\bigg ) ^ { 3 / 2 } \\bigg ( 1 - \\displaystyle \\frac { \\Delta _ { 0 } ^ { 2 } t ^ { 2 } } { 1 + R ^ { 2 } \\Delta _ { 0 } ^ { 2 } t ^ { 2 } } \\bigg ) } \\\\ { \\times \\exp \\! \\left( - \\displaystyle \\frac { \\Delta _ { 0 } ^ { 2 } t ^ { 2 } } { 2 ( 1 + R ^ { 2 } \\Delta _ { 0 } ^ { 2 } t ^ { 2 } ) } \\right) \\! , \\! \\! \\! \\! } \\end{array} \\]",
"where R is the ratio of the distribution width, and \\( R = W / \\Delta _ { 0 } \\). For \\( R \\) = 0, the GbG function is identical to the GKT function with a deep minimum after the ini-tial depolarization. The depth of the minimum decreases with increasing R and becomes almost independent of R for \\( R > \\) 1. Thus, we imposed the condition 0 \\( \\le R \\le \\) 1 in the following analysis. We note that the GbG function does not approach the LKT function, even for \\( R \\gg \\) 1.",
"For the curve fitting, we presume that G(t) is primar-ily described by the product of the GbG function and a slow exponential decay due to the persistent spin dynam-ics in addition to a supplementary term for exponential damping:",
"\\[ G ( t ) = f G _ { \\mathrm { G b G } } ( t ) e ^ { - \\lambda t } + ( 1 - f ) e ^ { - \\lambda _ { \\mathrm { e x t } } t } , \\qquad ( 6 ) \\]",
"where f is the volume fraction exhibiting inhomoge-neous magnetism, and \\( \\lambda \\) is the relaxation rate reflecting the spin dynamics. The second exponential term with the relaxation rate \\( \\lambda _ { \\mathrm { e x t } } \\) is for extrinsic contributions originat-ing from the magnetically ordered state region with rel-atively fast persistent dynamics, which makes the above muon spin depolarization model unreasonable. The T dependence of f is plotted in the inset of Fig. 8. The in-homogeneous magnetism develops over the almost entire volume of the sample below 6 K. We obtained \\( R = 0 . 7 ( 1 ) \\) below 4.2 K, whereas R is unity at higher temperatures. This discrepancy might be caused by the lack of data for \\( t \\sim 0 . 1 \\)\\( \\cdot \\ \\mu \\) s that is masked by the limited time resolu-tion of the pulsed muon beam (∼100 ns). We note that the dynamical LKT function and dynamical spin glass models19 could not reproduce the spectra over the early time range.",
"The absence of decrease in the \\( \\mu \\) SR time spectra tells us important aspects of the magnetic ground state. Noakes et al. reproduced the shallow decrease in the GbG"
] |
[
[
11,
1
]
] |
9289908_108.pdf
|
9289908_109.pdf
|
en
|
[
"<table><tr><td rowspan=\"2\"></td><td rowspan=\"2\">实收资本\n(或股本)</td><td colspan=\"3\">其他权益工具</td><td rowspan=\"2\">资本公积</td><td rowspan=\"2\">减：库存\n股</td><td rowspan=\"2\">其他综合收\n益</td><td rowspan=\"2\">专项\n储备</td><td rowspan=\"2\">盈余公积</td><td rowspan=\"2\">未分配利润</td><td rowspan=\"2\">所有者权益合计</td></tr><tr><td>优先\n股</td><td>永续\n债</td><td>其他</td></tr><tr><td>一、上年年末余额</td><td>313,560,000.00</td><td></td><td></td><td></td><td></td><td></td><td>650,489.01</td><td></td><td>133,910,895.74</td><td>647,665,464.31</td><td>1,095,786,849.06</td></tr><tr><td>加：会计政策变更</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>前期差错更正</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>二、本年期初余额</td><td>313,560,000.00</td><td></td><td></td><td></td><td></td><td></td><td>650,489.01</td><td></td><td>133,910,895.74</td><td>647,665,464.31</td><td>1,095,786,849.06</td></tr><tr><td>三、本期增减变动金额\n（减少以“－”号填列）</td><td>156,858,905.00</td><td></td><td></td><td></td><td>1,361,906,663.14</td><td></td><td>-378,645.36</td><td></td><td>11,316,840.98</td><td>72,063,368.79</td><td>1,601,767,132.55</td></tr><tr><td>（一）综合收益总额</td><td></td><td></td><td></td><td></td><td></td><td></td><td>488,884.00</td><td></td><td></td><td>112,300,880.41</td><td>112,789,764.41</td></tr><tr><td>（二）所有者投入和减少\n资本</td><td>156,858,905.00</td><td></td><td></td><td></td><td>1,361,906,663.14</td><td></td><td></td><td></td><td></td><td></td><td>1,518,765,568.14</td></tr><tr><td>1．所有者投入的普通股</td><td>156,858,905.00</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>1,518,765,568.14</td></tr><tr><td>2．其他权益工具持有者\n投入资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．股份支付计入所有者\n权益的金额</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（三）利润分配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>11,230,088.04</td><td>-41,018,288.04</td><td>-29,788,200.00</td></tr><tr><td>1．提取盈余公积</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>11,230,088.04</td><td>-11,230,088.04</td><td>0.00</td></tr><tr><td>2．对所有者（或股东）\n的分配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>-29,788,200.00</td><td>-29,788,200.00</td></tr><tr><td>3．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（四）所有者权益内部结\n转</td><td></td><td></td><td></td><td></td><td></td><td></td><td>-867,529.36</td><td></td><td>86,752.94</td><td>780,776.42</td><td>0.00</td></tr><tr><td>1．资本公积转增资本\n（或股本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．盈余公积转增资本\n（或股本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．盈余公积弥补亏损</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．设定受益计划变动额\n结转留存收益</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>5．其他综合收益结转留\n存收益</td><td></td><td></td><td></td><td></td><td></td><td></td><td>-867,529.36</td><td></td><td>86,752.94</td><td>780,776.42</td><td>0.00</td></tr><tr><td>6．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>"
] |
[
"<table><tr><td>（五）专项储备</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1．本期提取</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．本期使用</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（六）其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>四、本期期末余额</td><td>470,418,905.00</td><td></td><td></td><td></td><td>1,361,906,663.14</td><td></td><td>271,843.65</td><td></td><td>145,227,736.72</td><td>719,728,833.10</td><td>2,697,553,981.61</td></tr></table>",
"<table><tr><td rowspan=\"3\">项目</td><td colspan=\"11\">2020 年度</td></tr><tr><td rowspan=\"2\">实收资本\n(或股本)</td><td colspan=\"3\">其他权益工具</td><td rowspan=\"2\">资本公\n积</td><td rowspan=\"2\">减：库\n存股</td><td rowspan=\"2\">其他综合\n收益</td><td rowspan=\"2\">专项\n储备</td><td rowspan=\"2\">盈余公积</td><td rowspan=\"2\">未分配利润</td><td rowspan=\"2\">所有者权益合计</td></tr><tr><td>优先\n股</td><td>永续\n债</td><td>其他</td></tr><tr><td>一、上年年末余额</td><td>313,560,000.00</td><td></td><td></td><td></td><td></td><td></td><td>332,004.42</td><td></td><td>129,031,917.89</td><td>648,280,183.66</td><td>1,091,204,105.97</td></tr><tr><td>加：会计政策变更</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>前期差错更正</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>二、本年期初余额</td><td>313,560,000.00</td><td></td><td></td><td></td><td></td><td></td><td>332,004.42</td><td></td><td>129,031,917.89</td><td>648,280,183.66</td><td>1,091,204,105.97</td></tr><tr><td>三、本期增减变动金额（减少以\n“－”号填列）</td><td></td><td></td><td></td><td></td><td></td><td></td><td>318,484.59</td><td></td><td>4,878,977.85</td><td>-614,719.35</td><td>4,582,743.09</td></tr><tr><td>（一）综合收益总额</td><td></td><td></td><td></td><td></td><td></td><td></td><td>318,484.59</td><td></td><td></td><td>48,789,778.50</td><td>49,108,263.09</td></tr><tr><td>（二）所有者投入和减少资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1．所有者投入的普通股</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．其他权益工具持有者投入资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．股份支付计入所有者权益的金\n额</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（三）利润分配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>4,878,977.85</td><td>-49,404,497.85</td><td>-44,525,520.00</td></tr><tr><td>1．提取盈余公积</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>4,878,977.85</td><td>-4,878,977.85</td><td>-</td></tr><tr><td>2．对所有者（或股东）的分配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>-44,525,520.00</td><td>-44,525,520.00</td></tr><tr><td>3．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（四）所有者权益内部结转</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1．资本公积转增资本（或股本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．盈余公积转增资本（或股本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．盈余公积弥补亏损</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．设定受益计划变动额结转留存\n收益</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>"
] |
[
[
0,
0
]
] |
9239092_102.pdf
|
9239092_103.pdf
|
en
|
[
"<table><tr><td>具持有者投入\n资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．股份支付计\n入所有者权益\n的金额</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（三）利润分\n配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>-1,387,\n562.40</td><td></td><td>-1,387,\n562.40</td><td></td><td>-1,387,\n562.40</td></tr><tr><td>1．提取盈余公\n积</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．提取一般风\n险准备</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．对所有者\n（或股东）的\n分配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>-1,387,\n562.40</td><td></td><td>-1,387,\n562.40</td><td></td><td>-1,387,\n562.40</td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（四）所有者\n权益内部结转</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1．资本公积转\n增资本（或股\n本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．盈余公积转\n增资本（或股\n本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．盈余公积弥\n补亏损</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．设定受益计\n划变动额结转\n留存收益</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>5．其他综合收\n益结转留存收\n益</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>6．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（五）专项储\n备</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>114,18\n0.42</td><td></td><td></td><td></td><td></td><td>114,18\n0.42</td><td>39,816.\n61</td><td>153,997\n.03</td></tr><tr><td>1．本期提取</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>909,52\n5.08</td><td></td><td></td><td></td><td></td><td>909,52\n5.08</td><td>161,018\n.43</td><td>1,070,5\n43.51</td></tr><tr><td>2．本期使用</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>-795,3\n44.66</td><td></td><td></td><td></td><td></td><td>-795,3\n44.66</td><td>-121,20\n1.82</td><td>-916,54\n6.48</td></tr></table>"
] |
[
"<table><tr><td>（六）其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>四、本期期末\n余额</td><td>138,7\n56,24\n0.00</td><td></td><td></td><td></td><td>102,53\n2,388.\n02</td><td></td><td></td><td>635,36\n5.25</td><td>50,489\n,790.6\n1</td><td></td><td>172,24\n4,888.\n09</td><td></td><td>464,65\n8,671.\n97</td><td>141,370\n,090.21</td><td>606,028\n,762.18</td></tr></table>",
"# 8、母公司所有者权益变动表",
"本期金额",
"单位：元",
"<table><tr><td rowspan=\"3\">项目</td><td colspan=\"12\">2021 年度</td></tr><tr><td rowspan=\"2\">股本</td><td colspan=\"3\">其他权益工具</td><td rowspan=\"2\">资本公\n积</td><td rowspan=\"2\">减：库存\n股</td><td rowspan=\"2\">其他综\n合收益</td><td rowspan=\"2\">专项储\n备</td><td rowspan=\"2\">盈余公\n积</td><td rowspan=\"2\">未分配\n利润</td><td rowspan=\"2\">其他</td><td rowspan=\"2\">所有者权\n益合计</td></tr><tr><td>优先股</td><td>永续债</td><td>其他</td></tr><tr><td>一、上年期末余\n额</td><td>138,75\n6,240.0\n0</td><td></td><td></td><td></td><td>80,286,3\n36.50</td><td></td><td></td><td></td><td>50,679,2\n72.50</td><td>51,025,\n114.05</td><td></td><td>320,746,9\n63.05</td></tr><tr><td> 加：会计政\n策变更</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td> 前期\n差错更正</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td> 其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>二、本年期初余\n额</td><td>138,75\n6,240.0\n0</td><td></td><td></td><td></td><td>80,286,3\n36.50</td><td></td><td></td><td></td><td>50,679,2\n72.50</td><td>51,025,\n114.05</td><td></td><td>320,746,9\n63.05</td></tr><tr><td>三、本期增减变\n动金额（减少以\n“－”号填列）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>-14,361\n,265.20</td><td></td><td>-14,361,26\n5.20</td></tr><tr><td>（一）综合收益\n总额</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>-14,361\n,265.20</td><td></td><td>-14,361,26\n5.20</td></tr><tr><td>（二）所有者投\n入和减少资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1．所有者投入\n的普通股</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．其他权益工\n具持有者投入\n资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．股份支付计\n入所有者权益\n的金额</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>"
] |
[
[
0,
0
]
] |
11785540_2.pdf
|
11785540_3.pdf
|
en
|
[
"in-situ measurements from well-separated heliospheric spacecraft inside 2.5 AU give self-consistent results of total open heliospheric flux. However, they found that open flux estimates from multiple spacecraft at the same R increasingly vary as R increases, with the largest discrepancies occurring beyond 2.5 AU (Owens et al. 2008a, Figure 1). They suggested that this could be attributed to a reduced signal-to-noise ratio in spacecraft detection of \\( B _ { \\mathrm { r } } \\) further away from the Sun due to tangential and meridional fluctuations along each magnetic field line that result in these field components bleeding into \\( B _ { r } \\) measurements (Owens et al., 2008a). In a later set of articles, Lockwood and Owens (2009) and Lockwood, Owens, and Rouillard (2009a,b) revisited this topic and attribute what they term the “flux excess effect” not to small-scale structure introduced by the field line’s own propagation, but to separate large-scale longitudinal solar wind structures that distort the magnetic field (Lockwood, Owens, and Rouillard, 2009b, Figure 1). They derived a correction term to apply to spacecraft \\( B _ { r } \\) measurements to account for these kinematic effects, and when this is applied, for the time period investigated in their study they produce good agreement between PFSS and spacecraft-derived open flux (Lockwood, Owens, and Rouillard, 2009b, Figure 9). Owens et al. (2017) accounted for this same kinematic contribution to \\( B _ { \\mathrm { r } } \\) instead using observations of sunward suprathermal electron beam or “strahl” to filter out instances where field lines were locally inverted at 1 AU. Their method resulted in higher open fluxes than the kinematic correction, closer to results obtained when averaging \\( B _ { \\mathrm { r } } \\) over one day before taking the unsigned value. Both methods on average fell within the results of averaging \\( B _ { \\mathrm { r } } \\) between one to five days before taking the unsigned value (Owens et al., 2017, Figure 5); however, unlike the temporal averaging technique, these methods attempt to account for the flux excess with more physical justification.",
"Another way that the differences between both model-derived and spacecraft-observed open flux have been explained is by applying correction factors to the photospheric-field maps to drive coronal models. Wang, Lean, and Sheeley (2000) compared estimates of total open flux from 1971 – 1998 using both the PFSS model and spacecraft observations and found, with a few notable exceptions (e.g. 1978 – 1980 and 1985 – 1989), that they agree remarkably well when using a latitude [λ] dependent saturation correction factor. The photospheric field used to derive the open flux was a combination of traditional Carrington photospheric magnetic- field synoptic maps from Mount Wilson (MWO) and Wilcox (WSO) Solar Observatories. It was necessary to use WSO maps from 1976 – 1995 because the MWO magnetograph suffered from instrumentation issues during this period. They also assumed, based on previous work (Wang and Sheeley, 1995), that the MWO correction factor \\( ( 4 . 5 \\! - \\! 2 . 5 \\mathrm { s i n } ^ { 2 } \\, \\lambda \\)) was equally applicable to both the MWO and WSO observations, as both the instruments are very similar to each other and use the same Fe I 5250 A˚ line to derive the magnetic field. However, Svalgaard (2006) challenged the application of the MWO saturation correction to WSO data, arguing that it is specific to the MWO instrument and that a constant correction factor of 1.85 (updated from Svalgaard, Duvall, and Scherrer 1978, originally 1.8) is the appropriate correction factor for WSO data. Other studies, spanning several years (Owens et al., 2008b, Linker et al., 2016) and focusing on one Carrington rotation (Linker et al., 2017), used photospheric-field maps"
] |
[
"derived from other observatories and found similar discrepancies between model-derived and spacecraft-measured \\|Br\\|. In all of these studies, in-situ observations on average produced larger \\|Br\\| estimates than models, except Linker et al. (2016) where a correction factor of 1.5 was applied to the photospheric-field maps for the results to agree.",
"Riley (2007) separately applied both a constant 1.8 scaling factor and the MWO latitude-dependent correction to WSO input maps from 1976 – 2007 and calculated total open flux using the PFSS model for both sets of maps. He found that the maps with the MWO saturation correction factor applied to them pro-duced the best overall agreement with the heliospheric derived fluxes but noted significant mismatches during the periods of solar minimum, exactly when one would expect the agreement to be best. For the case of the 1.8 saturation factor applied to the WSO maps, the open-flux results agreed well with the heliospheric values only during solar minimum and under-predicted them for all other times. To explain this Riley proposed and tested the idea that interplanetary coro-nal mass ejections (ICMEs) propagating out into space yet still magnetically connected back to the Sun are detected by spacecraft in the same way that coronal hole open flux is. Riley argued that the total unsigned heliospheric flux is comprised of open coronal hole and closed ICME fluxes, especially during solar maximum. This assumption is reasonable, since distinguishing between open field lines and closed ones from ICMEs still rooted back at the Sun in spacecraft observations, especially when the front of the ICME is far beyond 1 AU, is generally very difficult. Using a simple model to estimate heliospheric ICME flux from sunspot number, Riley found an extremely good match between the combined ICME plus WSO open-flux estimates and heliospheric values. While not claiming to have settled the issue, Riley’s results nonetheless provided an alternative explanation for the temporal variation of observed heliospheric flux without having to resort to correcting the WSO magnetic field data with the MWO saturation correction factor. Owens et al., in a series of articles (Owens and Crooker, 2006; Owens et al., 2007; Owens, Crooker, and Lockwood, 2011), similarly argued that much, if not all, of the variation of heliospheric flux can be explained by a constant open solar magnetic flux baseline or floor with the addition of a time-varying, solar-cycle-dependent closed ICME magnetic-flux component.",
"Alternatively, total open flux can be determined by identifying coronal holes in chromospheric or coronal observations. Coronal hole areas are calculated from observations after their boundaries are determined either through manual (Harvey and Recely, 2002) or automated (e.g. Henney and Harvey, 2005; Scholl and Habbal, 2008; Krista and Gallagher, 2009; Lowder et al., 2014; Verbeeck et al., 2014; Boucheron, Valluri, and McAteer, 2016; Caplan, Downs, and Linker, 2016; Garton, Gallagher, and Murray, 2018; Hamada et al., 2018) methods. To derive open flux, coronal-hole contours are paired with corresponding synoptic photospheric-field maps. The advent of high- resolution coronal EUV images allows for an independent estimate of the open flux in comparison to model estimates and in-situ observations for the past decade. Observationally derived coronal holes also provide constraints on model-derived coronal hole boundaries.",
"In this article, we estimate total open magnetic flux from 1990 – 2013 in two different ways using global photospheric magnetic-field maps derived from"
] |
[
[
1,
0
]
] |
9233771_84.pdf
|
9233771_85.pdf
|
en
|
[
"<table><tr><td>额</td><td>8.00</td><td></td><td></td><td></td><td>60</td><td></td><td>00</td><td>197.79</td><td>4</td><td></td><td>.14</td><td></td><td>29</td><td>55</td><td>74</td></tr><tr><td> 加：会计政\n策变更</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td> 前期\n差错更正</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td> 同一\n控制下企业合\n并</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td> 其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>二、本年期初余\n额</td><td>535,5\n29,90\n8.00</td><td></td><td></td><td></td><td>523,36\n4,322.\n60</td><td></td><td>-35,50\n0,000.\n00</td><td>2,663,\n197.79</td><td>20,601\n,364.0\n4</td><td></td><td>-191,8\n36,372\n.14</td><td></td><td>854,82\n2,420.\n29</td><td>-15,70\n8,964.\n55</td><td>839,11\n3,455.\n74</td></tr><tr><td>三、本期增减变\n动金额（减少以\n“－”号填列）</td><td></td><td></td><td></td><td></td><td></td><td></td><td>-25149\n4.58</td><td>353,25\n0.34</td><td></td><td></td><td>-9,524,\n775.17</td><td></td><td>-9,423,\n019.41</td><td>-7,944,\n472.57</td><td>-17,36\n7,491.\n98</td></tr><tr><td>（一）综合收益\n总额</td><td></td><td></td><td></td><td></td><td></td><td></td><td>-25149\n4.58</td><td></td><td></td><td></td><td>-9,524,\n775.17</td><td></td><td>-9,776,\n269.75</td><td>-7,944,\n472.57</td><td>-17,72\n0,742.\n32</td></tr><tr><td>（二）所有者投\n入和减少资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1．所有者投入\n的普通股</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．其他权益工\n具持有者投入\n资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．股份支付计\n入所有者权益\n的金额</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（三）利润分配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1．提取盈余公\n积</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．提取一般风\n险准备</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．对所有者（或\n股东）的分配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（四）所有者权\n益内部结转</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>"
] |
[
"<table><tr><td>1．资本公积转\n增资本（或股\n本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．盈余公积转\n增资本（或股\n本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．盈余公积弥\n补亏损</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．设定受益计\n划变动额结转\n留存收益</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>5．其他综合收\n益结转留存收\n益</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>6．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（五）专项储备</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>353,25\n0.34</td><td></td><td></td><td></td><td></td><td>353,25\n0.34</td><td></td><td>353,25\n0.34</td></tr><tr><td>1．本期提取</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>2,571,\n472.72</td><td></td><td></td><td></td><td></td><td>2,571,\n472.72</td><td></td><td>2,571,\n472.72</td></tr><tr><td>2．本期使用</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>-2,218,\n222.38</td><td></td><td></td><td></td><td></td><td>-2,218,\n222.38</td><td></td><td>-2,218,\n222.38</td></tr><tr><td>（六）其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>四、本期期末余\n额</td><td>535,5\n29,90\n8.00</td><td></td><td></td><td></td><td>523,36\n4,322.\n60</td><td></td><td>-35,7\n51,494\n.58</td><td>3,016,\n448.13</td><td>20,601\n,364.0\n4</td><td></td><td>-201,3\n61,147\n.31</td><td></td><td>845,39\n9,400.\n88</td><td>-23,65\n3,437.\n12</td><td>821,74\n5,963.\n76</td></tr></table>",
"上期金额",
"单位：元",
"<table><tr><td rowspan=\"4\">项目</td><td colspan=\"15\">2020 年年度</td></tr><tr><td colspan=\"13\">归属于母公司所有者权益</td><td rowspan=\"3\">少数股\n东权益</td><td rowspan=\"3\">所有者\n权益合\n计</td></tr><tr><td rowspan=\"2\">股本</td><td colspan=\"3\">其他权益工具</td><td rowspan=\"2\">资本\n公积</td><td rowspan=\"2\">减：库\n存股</td><td rowspan=\"2\">其他\n综合\n收益</td><td rowspan=\"2\">专项\n储备</td><td rowspan=\"2\">盈余\n公积</td><td rowspan=\"2\">一般\n风险\n准备</td><td rowspan=\"2\">未分\n配利\n润</td><td rowspan=\"2\">其他</td><td rowspan=\"2\">小计</td></tr><tr><td>优先\n股</td><td>永续\n债</td><td>其他</td></tr><tr><td>一、上年期末\n余额</td><td>538,8\n73,33\n5.00</td><td></td><td></td><td></td><td>544,32\n7,610.\n89</td><td></td><td>-35,41\n7,956.\n80</td><td>2,147,\n151.77</td><td>20,601\n,364.0\n4</td><td></td><td>-210,8\n09,848\n.17</td><td></td><td>859,72\n1,656.\n73</td><td>-7,180,\n982.41</td><td>852,540\n,674.32</td></tr><tr><td> 加：会计\n政策变更</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>"
] |
[
[
0,
0
]
] |
9235676_1.pdf
|
9235676_2.pdf
|
en
|
[
"# RESULTS",
"The board of Directors (the “Board”) of the Company is pleased to announce the unaudited condensed consolidated financial results of the Company and its subsidiaries (collectively the “Group”) for the three months ended 31 March 2020, together with the comparative figures for the corresponding period in 2019, as follows.",
"# QUARTERLY CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME",
"# FOR THE THREE MONTHS ENDED 31 MARCH 2020",
"<table><tr><td rowspan=\"3\"></td><td rowspan=\"3\">Notes</td><td colspan=\"2\">(Unaudited)\nThree months ended\n31 March</td></tr><tr><td>2020</td><td>2019</td></tr><tr><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Revenue</td><td>3</td><td>60,717</td><td>71,103</td></tr><tr><td>Cost of sales</td><td></td><td>(47,795)</td><td>(52,784)</td></tr><tr><td>Gross profit</td><td></td><td>12,922</td><td>18,319</td></tr><tr><td>Other income</td><td>4</td><td>5,262</td><td>8,181</td></tr><tr><td>Selling and marketing expenses</td><td></td><td>(10,385)</td><td>(12,344)</td></tr><tr><td>Administrative expenses</td><td></td><td>(8,092)</td><td>(12,443)</td></tr><tr><td>Share-based compensation expense</td><td></td><td>—</td><td>(2,146)</td></tr><tr><td>Research and development expenses</td><td></td><td>(2,689)</td><td>(6,295)</td></tr><tr><td>Finance costs</td><td>5</td><td>(1,196)</td><td>(2,390)</td></tr><tr><td>Net impairment loss on financial and contract assets</td><td></td><td>(13,710)</td><td>(7,436)</td></tr><tr><td>Share of profit of joint ventures</td><td></td><td>(2,230)</td><td>—</td></tr><tr><td>Loss before income tax</td><td>5</td><td>(20,118)</td><td>(16,554)</td></tr><tr><td>Income tax credit/(expense)</td><td>6</td><td>2,056</td><td>2,635</td></tr><tr><td>Loss for the period</td><td></td><td>(18,062)</td><td>(13,919)</td></tr><tr><td>Other comprehensive loss</td><td></td><td></td><td></td></tr><tr><td>Items that may be subsequently reclassified \n to profit or loss:</td><td></td><td></td><td></td></tr><tr><td> Exchange difference arising on the translation \n of foreign operation</td><td></td><td>(4,825)</td><td>(9,036)</td></tr><tr><td>Total comprehensive loss for the period</td><td></td><td>(22,887)</td><td>(22,955)</td></tr></table>"
] |
[
"<table><tr><td rowspan=\"3\"></td><td rowspan=\"3\">Notes</td><td colspan=\"2\">(Unaudited)\nThree months ended\n31 March</td></tr><tr><td>2020</td><td>2019</td></tr><tr><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Loss for the period attributable to:</td><td></td><td></td><td></td></tr><tr><td>Equity holders of the Company</td><td></td><td>(18,266)</td><td>(13,796)</td></tr><tr><td>Non-controlling interests</td><td></td><td>204</td><td>(123)</td></tr><tr><td></td><td></td><td>(18,062)</td><td>(13,919)</td></tr><tr><td>Total comprehensive loss\n for the period attributable to:</td><td></td><td></td><td></td></tr><tr><td>Equity holders of the Company</td><td></td><td>(23,091)</td><td>(22,832)</td></tr><tr><td>Non-controlling interests</td><td></td><td>204</td><td>(123)</td></tr><tr><td></td><td></td><td>(22,887)</td><td>(22,955)</td></tr><tr><td>Loss per share for profit attributable to equity\n holders of the Company\n (expressed in RMB cents per share)</td><td>8</td><td></td><td></td></tr><tr><td> Basic</td><td></td><td>(2.87)</td><td>(2.21)</td></tr><tr><td> Diluted</td><td></td><td>(2.87)</td><td>(2.21)</td></tr></table>"
] |
[
[
4,
0
]
] |
9328585_56.pdf
|
9328585_57.pdf
|
en
|
[
"<table><tr><td>10/23/2019</td><td>Subject \n2/Supervisory \nFirefihgter/Assi\nstant Chief of \nTraining</td><td>Subject \n2/Supervisory \nFirefihgter/Assi\nstant Chief of \nTraining</td><td>Reference \n1/Firefihgter 1</td><td>NR/NYS EMT\n(ELECTIVE)</td><td>0900-1000</td></tr><tr><td>10/24/2019</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Reference \n1/Firefihgter 1</td><td>RESCUE \nTECHNICIA \nN - ROPE\nRESCUE</td><td>1300-1400</td></tr></table>"
] |
[
"<table><tr><td>6/14/2019</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Firefihgter 6</td><td>AIRCRAFT\nLIVE FIRE \nTRAINING</td><td>0900-1000</td></tr><tr><td>9/25/2019</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Firefihgter 6</td><td>NR/NYS EMT \n(ELECTIVE)</td><td>0900-1000</td></tr><tr><td>10/24/2019</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Firefihgter 6</td><td>RESCUE \nTECHNICIA \nN - ROPE\nRESCUE</td><td>1300-1400</td></tr><tr><td>3/8/2019</td><td>Subject \n2/Supervisory \nFirefihgter/Assi\nstant Chief of \nTraining</td><td>Subject \n2/Supervisory \nFirefihgter/Assi\nstant Chief of \nTraining</td><td>Firefihgter 6</td><td>ROPES AND\nKNOTS</td><td>1000-1100</td></tr><tr><td>11/1/2019</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Firefihgt\ner 7</td><td>FIREGROUN \nD SEARCH \nAND\nRESCUE</td><td>1300-1400</td></tr><tr><td>7/12/2019</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Firefihgter 10</td><td>ASSIGNED\nA/C \nEGRESS/FA \nM C-135 FR</td><td>0930-1030</td></tr><tr><td>11/1/2019</td><td>Subject \n2/Supervi</td><td>Subject \n2/Supervi</td><td>Firefihgter 10</td><td>FIREGROUN \nD SEARCH \nAND\nRESCUE</td><td>1300-1400</td></tr></table>"
] |
[
[
0,
0
]
] |
11741311_21.pdf
|
11741311_22.pdf
|
en
|
[
"We see that the adjoint of \\( \\hat { X } ^ { ( \\alpha ) } \\) is defined as \\( i ( d / d k ) \\) in the momentum basis provided that \\|φ) also obeys the boundary condition \\( \\tilde { \\phi } ( \\Omega ) \\, = \\, e ^ { - i \\alpha } \\tilde { \\phi } ( - \\Omega ) \\). Therefore we see \\( D ( \\hat { X } ^ { ( \\alpha ) } ) = D ( \\hat { X } ^ { ( \\alpha ) \\dagger } ) \\), and so \\( \\hat { X } ^ { ( \\alpha ) } \\) is self-adjoint.",
"Now, since the operators \\( \\hat { X } ^ { ( \\alpha ) } \\) are self-adjoint, they have spectral decompositions. The spectrum of the oper-ator \\( \\bar { X } ^ { ( \\alpha ) } \\)(for fixed \\( \\alpha \\)) is discrete,\\( \\mathrm { s p e c } ( \\hat { X } ^ { ( \\alpha ) } ) = \\{ x _ { n } ^ { ( \\alpha ) } : = \\)\\( \\textstyle { \\frac { 2 \\pi n + \\alpha } { 2 \\Omega } } \\} _ { n \\in \\mathbb { Z } } \\), and describes a one-dimensional lattice. The corresponding eigenvectors, \\( \\{ | x _ { n } ^ { ( \\alpha ) } \\rangle \\} _ { n \\in \\mathbb { Z } } \\), are represented in the momentum eigenbasis as",
"\\[ ( k | x _ { n } ^ { ( \\alpha ) } ) = \\frac { 1 } { \\sqrt { 2 \\Omega } } e ^ { - i k x _ { n } ^ { ( \\alpha ) } } . \\eqno ( \\mathrm { A 5 } ) \\]",
"These eigenvectors are orthogonal and admit a resolu-tion of the identity:",
"\\[ \\sum _ { n \\in \\mathbb { Z } } | x _ { n } ^ { ( \\alpha ) } ) ( x _ { n } ^ { ( \\alpha ) } | = \\mathbb { 1 } \\qquad \\qquad \\qquad ( { \\mathrm { A 6 } } ) \\]",
". Crucially, the position eigenvectors from different self-adjoint extensions are not orthogonal:",
"\\[ ( x _ { n } ^ { ( \\alpha ) } | x _ { n ^ { \\prime } } ^ { ( \\alpha ^ { \\prime } ) } ) = \\mathrm { s i n c } \\left[ ( x _ { n } ^ { ( \\alpha ) } - x _ { n ^ { \\prime } } ^ { ( \\alpha ^ { \\prime } ) } ) \\Omega \\right] . \\qquad ( \\mathrm { A 7 } ) \\]",
"Note that the union of the spectra of the entire family of self-adjoint extensions provides a covering of R. There-fore, it is possible to construct an overcomplete contin-uum basis by taking the union of eigenbases of the family of self-adjoint extensions, i.e., \\|x) := \\|x(α)n \\( ) \\iff x \\)\\( \\therefore \\)=\\( \\begin{array} { r } { x _ { n } ^ { ( \\alpha ) } : = \\frac { 2 \\pi n + \\alpha } { 2 \\Omega } } \\end{array} \\).",
"It is then simple to write down the Shannon sampling theorem for a bandlimited function \\( \\psi \\):",
"\\[ \\begin{array} { l l } { { \\displaystyle \\psi ( x ) = ( x | \\psi ) } } & { { \\displaystyle ( \\mathrm { A } 8 ) } } \\\\ { { \\displaystyle ~ ~ ~ ~ ~ = \\sum _ { n \\in \\mathbb { Z } } ( x | x _ { n } ^ { ( \\alpha ) } ) ( x _ { n } ^ { ( \\alpha ) } | \\psi ) } } & { { \\displaystyle ( \\mathrm { A } 9 ) } } \\\\ { { \\displaystyle ~ ~ ~ ~ ~ = \\sum _ { n \\in \\mathbb { Z } } \\mathrm { s i n c } \\left[ ( x - x _ { n } ^ { ( \\alpha ) } ) \\Omega \\right] \\psi ( x _ { n } ^ { ( \\alpha ) } ) . } } & { { \\displaystyle ( \\mathrm { A 1 0 } ) } } \\end{array} \\]",
"Therefore, we see that the function \\( \\psi \\) is determined at any point \\( x \\in \\mathbb { R } \\) from its values on one of the lattices \\( \\{ x _ { n } ^ { ( \\alpha ) } \\} _ { n } . \\).",
"Also, we obtain an overcomplete resolution of identity,",
"\\[ \\frac { \\Omega } { \\pi } \\int _ { \\mathbb { R } } d x \\ | x ) ( x | = 1 \\qquad \\qquad \\quad ( \\mathrm { A 1 1 } ) \\]",
"where \\( \\pi / \\Omega \\) is the density of degrees of freedom. We can use the resolution of identity for the continuum basis to show that the space of bandlimited functions has a reproducing kernel,",
"\\[ ( x | \\psi ) = \\frac { \\Omega } { \\pi } \\int d x ^ { \\prime } \\; ( x | x ^ { \\prime } ) ( x ^ { \\prime } | \\psi ) \\; \\; \\; \\; \\; \\; \\; \\; \\; \\; \\; ( \\mathrm { A 1 2 } ) \\]",
"\\[ \\psi ( x ) = \\int d x \\; K ( x , x ^ { \\prime } ) \\psi ( x ^ { \\prime } ) , \\; \\; \\; \\; \\; \\; \\; \\; \\; \\; \\; ( \\mathrm { A 1 3 } ) \\]",
"where \\( K ( x , x ^ { \\prime } ) : = ( \\Omega / \\pi ) ( x | x ^ { \\prime } ) = ( \\Omega / \\pi ) \\operatorname { s i n c } [ ( x - x ^ { \\prime } ) \\Omega ] \\).",
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] |
[
[
32,
0
]
] |
3452150_4.pdf
|
3452150_5.pdf
|
en
|
[
"# Presentation of Financial Information",
"This Annual Report on Form 10-K contains financial statements of McGraw-Hill Global Education Intermediate Holdings, LLC. On March 22, 2013, MHE Acquisition, LLC (“AcquisitionCo”), acquired all of the outstanding equity interests of certain subsidiaries of The McGraw-Hill Companies, Inc. (“MHC”) pursuant to the Purchase and Sale Agreement, dated as of November 26, 2012 and as amended on March 4, 2013 (collectively, the “Acquired Business”). As a result of this transaction, investment funds affiliated with Apollo Global Management, LLC (the \"Sponsors\") acquired 100% of AcquisitionCo. We refer to the purchase of the Acquired Business and the related financing transactions as the “Founding Acquisition.” Following the Founding Acquisition, MHC has been known as McGraw Hill Financial, Inc. See “Business -The Founding Acquisition” for further information on the Founding Acquisition and our resultant corporate structure.",
"# Use of Non-GAAP Financial Information",
"We have provided Adjusted Revenue, EBITDA and Adjusted EBITDA and the ratios related thereto in this Annual Report on Form 10-K because we believe they provide investors with additional information to measure our performance. We use Adjusted Revenue as a performance measure because full payment for digital and print solutions is normally collected close to the time of sale whereas revenue from multi-year deliverables is recognized ratably over the term of the customer contract. We believe that the presentation of Adjusted EBITDA is appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future as well as other items. Further, we believe Adjusted EBITDA provides a meaningful measure of operating profitability because we use it for evaluating our business performance and understanding certain significant items.",
"Adjusted Revenue, EBITDA and Adjusted EBITDA are not presentations made in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), and our use of terms, varies from others in our industry. Adjusted Revenue, EBITDA and Adjusted EBITDA should not be considered as alternatives to revenue, income from continuing operations, income from operations, or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance or cash flows as measures of liquidity. Adjusted Revenue, EBITDA and Adjusted EBITDA have important limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under U.S. GAAP. Further, EBITDA:",
"• excludes certain tax payments that may represent a reduction in cash available to us;",
"• does not reflect any cash capital expenditure requirements for assets being depreciated and amortized that may have to be replaced in the future;",
"• does not reflect changes in, or cash requirements for, our working capital needs; and",
"• does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness.",
"In addition, Adjusted EBITDA:",
"• includes estimated cost savings and operating synergies, including some adjustments not permitted under Article 11 of Regulation S-X;",
"• does not include one-time expenditures, including costs required to realize the synergies referred to above;",
"• reflects the net effect of converting deferred revenues (inclusive of deferred royalties) to a cash basis assuming the collection of all receivable balances;",
"• does not include management fees paid to entities and investment funds affiliated with Apollo Global Management, LLC, which will discontinue upon completion of this offering; and",
"• does not reflect the impact of earnings or charges resulting from matters that we and the lenders under our senior secured credit facilities may consider not to be indicative of our ongoing operations.",
"Our definition of Adjusted EBITDA allows us to add back certain non-cash and other charges or costs that are deducted in calculating net income from continuing operations. However, these are expenses that may recur,"
] |
[
"vary greatly and can be difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these expenses can represent the reduction of cash that could be used for other corporate purposes.",
"Because of these limitations, we rely primarily on our U.S. GAAP results and use Adjusted Revenue, EBITDA and Adjusted EBITDA only supplementally. See “Financial Information—Our Key Metrics.”",
"# Trademarks",
"This Annual Report on Form 10-K contains references to our trademarks and service marks. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or \\( \\mathbf { T N } \\) symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies."
] |
[
[
15,
0
]
] |
9258540_3.pdf
|
9258540_4.pdf
|
en
|
[
"# INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION",
"30 June 2020",
"<table><tr><td rowspan=\"3\"></td><td rowspan=\"3\">Notes</td><td>As at \n30 June \n2020</td><td>As at \n31 December \n2019</td></tr><tr><td>RMB’000</td><td>RMB’000</td></tr><tr><td>(Unaudited)</td><td>(Audited)</td></tr><tr><td>NON-CURRENT ASSETS</td><td></td><td></td><td></td></tr><tr><td>Property, lipant and equpment</td><td></td><td>2,959,444</td><td>3,007,789</td></tr><tr><td>Investment properties</td><td></td><td>74</td><td>138</td></tr><tr><td>Rihfgt-o-use assets</td><td></td><td>208,098</td><td>208,808</td></tr><tr><td>Goodwill</td><td></td><td>18,302</td><td>18,302</td></tr><tr><td>Other intaniblge assets</td><td></td><td>403,450</td><td>362,933</td></tr><tr><td>Investments in associates</td><td></td><td>824,435</td><td>814,504</td></tr><tr><td>Investments in joint ventures</td><td></td><td>2,893,320</td><td>2,865,042</td></tr><tr><td>Financial assets at fair value throuhfig prot \nor loss</td><td></td><td>622,302</td><td>386,035</td></tr><tr><td>Deferred tax assets</td><td></td><td>18,524</td><td>19,310</td></tr><tr><td>Other non-current assets</td><td></td><td>1,115,980</td><td>813,140</td></tr><tr><td>Total non-current assets</td><td></td><td>9,063,929</td><td>8,496,001</td></tr><tr><td>CURRENT ASSETS</td><td></td><td></td><td></td></tr><tr><td>Inventories</td><td></td><td>2,300,346</td><td>2,333,836</td></tr><tr><td>Trade receivables</td><td>11</td><td>1,144,344</td><td>913,808</td></tr><tr><td>Debt instruments at fair value throuhg other \ncomprehensive income</td><td>12</td><td>240,372</td><td>218,362</td></tr><tr><td>Amounts due from related parties</td><td></td><td>18,527</td><td>13,673</td></tr><tr><td>Prepayments, other receivables and \nother assets</td><td></td><td>438,821</td><td>524,569</td></tr><tr><td>Financial assets at fair value throuhfig prot \nor loss</td><td></td><td>41,454</td><td>12,853</td></tr><tr><td>Pledged deposits</td><td></td><td>555,910</td><td>371,826</td></tr><tr><td>Cash and cash equivalents</td><td></td><td>2,207,216</td><td>1,328,104</td></tr><tr><td>Total current assets</td><td></td><td>6,946,990</td><td>5,717,031</td></tr></table>"
] |
[
"<table><tr><td rowspan=\"3\"></td><td rowspan=\"3\">Notes</td><td>As at\n30 June\n2020</td><td>As at \n31 December \n2019</td></tr><tr><td>RMB’000</td><td>RMB’000</td></tr><tr><td>(Unaudited)</td><td>(Audited)</td></tr><tr><td>CURRENT LIABILITIES</td><td></td><td></td><td></td></tr><tr><td>Interest-bearing bank and other borrowings</td><td></td><td>2,963,955</td><td>1,968,555</td></tr><tr><td>Trade and bills payables</td><td>13</td><td>579,091</td><td>558,897</td></tr><tr><td>Amounts due to related parties</td><td></td><td>209,527</td><td>290,501</td></tr><tr><td>Other payables and accruals</td><td></td><td>756,912</td><td>351,425</td></tr><tr><td>Income tax payable</td><td></td><td>20,448</td><td>89,479</td></tr><tr><td>Total current liabilities</td><td></td><td>4,529,933</td><td>3,258,857</td></tr><tr><td>NET CURRENT ASSETS</td><td></td><td>2,417,057</td><td>2,458,174</td></tr><tr><td>TOTAL ASSETS LESS CURRENT \nLIABILITIES</td><td></td><td>11,480,986</td><td>10,954,175</td></tr><tr><td>NON-CURRENT LIABILITIES</td><td></td><td></td><td></td></tr><tr><td>Interest-bearing bank and other borrowings</td><td></td><td>2,108,048</td><td>1,457,103</td></tr><tr><td>Convertible bonds</td><td></td><td>780,423</td><td>762,355</td></tr><tr><td>Deferred income</td><td></td><td>56,747</td><td>61,324</td></tr><tr><td>Deferred tax liabilities</td><td></td><td>5,016</td><td>8,606</td></tr><tr><td>Other non-current liabilities</td><td></td><td>269,203</td><td>254,506</td></tr><tr><td>Total non-current liabilities</td><td></td><td>3,219,437</td><td>2,543,894</td></tr><tr><td>Total liabilities</td><td></td><td>7,749,370</td><td>5,802,751</td></tr><tr><td>Net assets</td><td></td><td>8,261,549</td><td>8,410,281</td></tr><tr><td>EQUITY</td><td></td><td></td><td></td></tr><tr><td>Equity attributable to owners of the\nparent</td><td></td><td></td><td></td></tr><tr><td>Share cailpta</td><td></td><td>1,292,825</td><td>1,292,601</td></tr><tr><td>Equity component of convertible bonds</td><td></td><td>203,543</td><td>205,642</td></tr><tr><td>Reserves</td><td></td><td>6,749,411</td><td>6,857,014</td></tr><tr><td></td><td></td><td>8,245,779</td><td>8,355,257</td></tr><tr><td>Non-controlling interests</td><td></td><td>15,770</td><td>55,024</td></tr><tr><td>Total equity</td><td></td><td>8,261,549</td><td>8,410,281</td></tr></table>"
] |
[
[
2,
0
]
] |
20785950_427.pdf
|
20785950_428.pdf
|
en
|
[
"# II Notes to the Financial Information—continued",
"(Expressed in thousands of Renminbi, unless otherwise stated)",
"# 3 SIGNIFICANT ACCOUNTING POLICIES—continued",
"# (v) Related parties—continued",
"(k) close family members of key management personnel of the Company’s parent;",
"(l) other enterprises that are controlled or jointly controlled by the principal individual investors, key management personnel of the Group, and close family members of such individuals; and",
"(m) a post-employment benefit plan for the benefit of employees of the Group, or of any entity that is a related party of the Group.",
"# (w) Segment reporting",
"Reportable segments are identified based on operating segments which are determined based on the structure of the Group’s internal organization, management requirements and internal reporting system. An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, whose financial performance are regularly reviewed by the Group’s management to make decisions about resource to be allocated to the segment and assess its performance, and for which financial information regarding financial position, financial performance and cash flows is available.",
"Two or more operating segments may be aggregated into a single operating segment if the segments have same or similar economic characteristics and are similar in respect of the nature of each products and service, the nature of production processes, the type or class of customers for the products and services, the methods used to distribute the products or provide the services, and the nature of the regulatory environment.",
"Inter-segment revenues are measured on the basis of actual transaction price for such transactions for segment reporting, and segment accounting policies are consistent with those for the consolidated financial statements.",
"# (x) Significant accounting estimates andj udgments",
"The preparation of Financial Information requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.",
"# (i) Impairment of available-for-sale financial assets and held-to-maturity investments",
"In determining whether there is any objective evidence that impairment has occurred on available-for-sale financial assets and held-to-maturity investments, we assess periodically whether there has been a significant or prolonged decline in the fair value of the investments below its cost or carrying amount, or whether other objective evidence of impairment exists based on the investee’s financial conditions and business prospects,"
] |
[
"# II Notes to the Financial Information—continued",
"(Expressed in thousands of Renminbi, unless otherwise stated)",
"# 3 SIGNIFICANT ACCOUNTING POLICIES—continued",
"# (x) Significant accounting estimates andj udgments—continued",
"# (i) Impairment of available-for-sale financial assets and held-to-maturity investments—continued",
"including industry outlook, technological changes as well as operating and financing cash flows. This requires a significant level of management judgment which would affect the amount of impairment losses.",
"# (ii) Fair value of financial instruments",
"There are no quoted prices from an active market for a number of financial instruments. The fair values for these financial instruments are established by using valuation techniques. These techniques include using recent arm’s length market transactions by referring to the current fair value of similar instruments, discounted cash flow analysis and option pricing models. The Group has established a work flow to ensure that the valuation techniques are constructed by qualified personnel and are validated and reviewed by independent personnel. Valuation techniques are certified and calibrated before implementation to ensure the valuation result reflects the actual market conditions. Valuation models established by the Group make maximum use of market input and rely as little as possible on the Group’s specific data. However, it should be noted that some input, such as credit and counterparty risk, and risk correlations require management’s estimates. The Group reviews the above estimations and assumptions periodically and makes adjustment if necessary.",
"# (iii) Classification of financial asset and liability",
"The Group’s accounting policies provide scope for assets and liabilities to be designated on inception into different accounting categories in certain circumstances:",
"Š In classifying financial assets or liabilities as “trading”, the Group has determined that it meets the definition of trading assets and liabilities set out in Note 3 (e)(i).",
"Š In designating financial assets or liabilities at fair value through profit or loss, the Group has determined that it has met one of the criteria for this designation set out in Note 3 (e)(i).",
"Š In classifying financial assets as held-to-maturity, the Group has determined that it has both the positive intent and ability to hold the assets until their maturity date as required by accounting policy set out in Note 3 (e)(i). In evaluating whether requirements to classify a financial asset as held-to-maturity are met, management makes significant judgments. Failure in correctly assessing the Group’s intent and ability to hold specific investments until maturity may result in reclassification of the whole portfolio as available-for-sale."
] |
[
[
14,
0
]
] |
11692691_159.pdf
|
11692691_160.pdf
|
en
|
[
"frameworki t would followi n setting the countercyclical capital buffer, a macroprudential tool that would raise capital requirements when therei s an elevated risk of above normal lossesi n the U.S. financial system. Furthermore, the Basel Committee on Banking Supervision (the “Basel Committee”) has published several consultative papers regarding (i) the standardized approach to credit risk, (ii) a fundamental review of the trading book, (iii)i nterest rate riski n the banking book, and (iv) operational risk. Finally, the Basel Committee has publishedi ts final net stable funding ratio framework. The U.S. banking regulators are expected toi ncorporate all of these measuresi nto domestic regulation. The ultimatei mpact on the Company’s capital andl iquidity will depend on the final U.S. rulemakings andi mplementation process thereafter.",
"The Company is subject to significant financial and reputational risks from potential legal liability and governmental actions The Company faces significantl egal risksi ni ts business, and the volume of claims and amount of damages and penalties claimedi nl itigation and governmental proceedings againsti t and other financial institutions are increasing. Customers, clients and other counterparties have grown morel itigious and are making claims for substantial or indeterminate amounts of damages, while banking regulators and certain other governmental authorities, such as the U.S. Department of Justice, have demonstrated ani ncreasing focus on enforcement,i ncludingi n connection with alleged violations ofl aw and customer harm.I n addition, governmental authorities have begun to seek criminal penalties against companiesi n the financial services sector for regulatory violations and have begun to require an admission of wrongdoing from financial institutionsi n connection with settling such matters. Criminal convictions or admissions of wrongdoingi n a settlement with the government canl ead to greater exposurei n civil litigation and reputational harm.",
"As an example ofi ncreased risks arising froml itigation, the Company and otherl arge financial institutions have been sued over the past several yearsi n their capacity as trustee for residential mortgage–backed securities (“RMBS”) trusts. The plaintiffsi n these actions allege that the significantl osses they incurred asi nvestorsi n the RMBS trusts were caused by the trustees’ failure to enforcel oan repurchase obligations and to abide by appropriate standards of care after events of default allegedly occurred, while also arguing to broaden the trustees’ duties. Although the Company has deniedl iability and believesi t has meritorious defensesi n these cases, any finding ofl iability or new or enhanced dutiesi n one or more of these cases against the Company, or another financial institution, could resulti n a significant financial loss or require a modification to the Company’s business practices, which could negativelyi mpact the Company’s financial results.",
"Increasedl itigation costs, substantial legal liability or significant governmental action against the Company could materiallyi mpacti ts financial condition and results of operations or cause significant reputational harm to the Company, whichi n turn could adverselyi mpacti ts business prospects.",
"The Company faces increased regulatory and legal risk arising out of its mortgage lending and servicing businesses The Companyi s subject toi nvestigations, examinations andi nquiries by government agencies and bank regulators concerning mortgage-related practices,i ncluding those related to compliance with selling guidelines relating to residential homel oans sold to GSEs, foreclosure-related expenses submitted to the Federal Housing Administration or GSEs for reimbursement,l ender-placedi nsurance, and notices and filingsi n bankruptcy cases. The Companyi s cooperating fully with thesei nvestigations, examinations and inquiries, any of which couldl ead to administrative orl egal proceedings or settlements. Remediesi n such proceedings or settlements mayi nclude fines, penalties, restitution or alterations to the Company’s business practices, which could increase the Company’s operating expenses and decreasei ts revenue. Additionally, reputational damage arising from these or otheri nquiries andi ndustry-wide publicity could also have an adverse effect upon the Company’s existing mortgage business and could reduce future business opportunities.",
"In addition to governmental or regulatoryi nvestigations, the Company,l ike other companies with residential mortgage origination and servicing operations, faces the risk of class actions and otherl itigation arising out of these operations.",
"The Company may be required to repurchase mortgage loans or indemnify mortgage loan purchasers as a result of breaches in contractual representations and warranties When the Company sells mortgagel oans thati t has originated to various parties,i ncluding GSEs,i ti s required to make customary representations and warranties to the purchaser about the mortgagel oans and the manneri n which they were originated. The Company may be required to repurchase mortgagel oans or be subject toi ndemnification claimsi n the event of a breach of contractual representations or warranties thati s not remedied within a certain period. Contracts for residential mortgagel oan sales to the GSEs include various types of specific remedies and penalties that could be applied toi nadequate responses to repurchase requests.I f economic conditions and the housing market deteriorate or the GSEsi ncrease their claims of breached representations and warranties, the Company could have increased repurchase obligations andi ncreasedl oss severity on repurchases, requiring material increases toi ts repurchase reserve.",
"The Company is exposed to risk of environmental liability when it takes title to properties In the course of the Company’s business, the Company may foreclose on and"
] |
[
"take title to real estate. As a result, the Company could be subject to environmental liabilities with respect to these properties. The Company may be heldl iable to a governmental entity or to third parties for property damage, personal injury,i nvestigation and clean-up costsi ncurred by these partiesi n connection with environmental contamination or may be required toi nvestigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated withi nvestigation or remediation activities could be substantial.I n addition,i f the Companyi s the owner or former owner of a contaminated site,i t may be subject to commonl aw claims by third parties based on damages and costs resulting from environmental contamination emanating from the property.I f the Company becomes subject to significant environmental liabilities,i ts financial condition and results of operations could be adversely affected.",
"# ECONOMIC AND MARKET CONDITIONS RISK",
"Deterioration in business and economic conditions could adversely affect the financial services industry, and a reversal or slowing of the current economic recovery could adversely affect the Company’s lending business and the value of loans and debt securities it holds The Company’s business activities and earnings are affected by general business conditionsi n the United States and abroad,i ncluding factors such as thel evel and volatility of short-term andl ong-termi nterest rates,i nflation, home prices, unemployment and under-employmentl evels, bankruptcies, householdi ncome, consumer spending, fluctuationsi n both debt and equity capital markets,l iquidity of the global financial markets, the availability and cost of capital and credit,i nvestor sentiment and confidencei n the financial markets, and the strength of the domestic and global economiesi n which the Company operates. The deterioration of any of these conditions can adversely affect the Company’s consumer and commercial businesses and securities portfolios,i tsl evel of charge-offs and provision for creditl osses,i ts capital levels andl iquidity, andi ts results of operations.",
"Given the high percentage of the Company’s assets represented directly ori ndirectly byl oans, and thei mportance ofl ending toi ts overall business, weak economic conditions arel ikely to have a negativei mpact on the Company’s business and results of operations. A reversal or slowing of the current economic recovery or another severe contraction could adverselyi mpactl oan utilization rates as well as delinquencies, defaults and customer ability to meet obligations under thel oans. The value to the Company of other assets such asi nvestment securities, most of which are debt securities or other financial instruments supported by loans, similarly would be negativelyi mpacted by widespread decreasesi n credit quality resulting from a weakening of the economy. Downward valuation of debt securities could also negativelyi mpact the Company’s capital position.",
"Stressi n the commercial real estate markets, or a downturn in the residential real estate markets, could cause creditl osses and deteriorationi n asset values for the Company and other financial institutions. A downturni n used auto prices fromi ts currentl evels could resulti ni ncreased creditl osses and impairment of residual lease values for the Company. Additionally, the current environment of heightened scrutiny of financial institutions, as well as a continued focus on the pace and sustainability of the economic recovery, has resultedi n increased public awareness of and sensitivity to banking fees and practices.",
"Any further deteriorationi n global economic conditions, including those related to recent disruptionsi n Europe and China, could slow the recovery of the domestic economy or negativelyi mpact the Company’s borrowers or other counterparties that have direct ori ndirect exposure to these regions. Such global disruptions can underminei nvestor confidence, cause a contraction of available credit, or create market volatility, any of which could have significant adverse effects on the Company’s businesses, results of operations, financial condition andl iquidity, eveni f the Company’s direct exposure to the affected regioni sl imited. The continued depression of commodity prices,i nclusive of energy prices, for an extended period of time, as well as other negative domestic market developments, may erode consumer confidencel evels and cause adverse changesi n payment patterns,l eading toi ncreasesi n delinquencies and default ratesi n certaini ndustries, or regions. Such developments couldi ncrease the Company’sl oan charge-offs and provision for creditl osses. Any future economic deterioration that affects household or corporatei ncomes and the continuing concern regarding the possibility of a return to recessionary conditions could also resulti n reduced demand for credit or fee-based products and services.",
"Improvements in economic indicators disproportionately affecting the financial services industry may lag improvements in the general economy Should the moderate recovery of the United States economy continue, thei mprovement of certain economici ndicators, such as real estate asset values, may nevertheless continue tol ag behind the overall economy, which can affect certain industries, such as real estate and financial services, more significantly. Should real estate asset values fail to recover for an extended period of time, the Company could be adversely affected.",
"Changes in interest rates could reduce the Company’s net interest income The Company’s earnings are dependent to al arge degree on neti nteresti ncome, whichi s"
] |
[
[
7,
0
]
] |
11765877_4.pdf
|
11765877_5.pdf
|
en
|
[
"under a normal load condition. A calibrated strain gauge was instrumented to measure the friction force (in the sliding direction) between the head and the disk interface. The frictional force at an interface is written as, \\( F = \\mu L + F _ { A } \\), where F is the total friction at the interface,\\( \\mu \\) the non-dimensional coefficient of friction, L the applied normal load, and \\( F _ { A } \\) the adhesion component of friction.40–42 Figure 4 shows the delta friction force as a function of normal load when applied -1 \\( V \\) and +1 V on the head overcoat. Here, we have subtracted the friction contribution at low load (=1.25 mN) from all other load conditions to measure delta friction force. Dashed line is the linear fit with slope being the coefficient of friction. For positive voltage cycle on head, the friction coefficient is 0.4 in comparison to 0.2 for negative voltage cycle on the head. This further demonstrates the importance of the electrochemical activity on the carbon overcoat during sliding is determining the friction properties and long term durability of the overcoat.",
"Figure 4. Frictional properties under an applied voltage: Shows the delta friction force as a function of normal load under a repetitive cycle of applied +1 V and -1 V on head. Dashed line is the linear fit with slope being the friction coefficient.",
"# Chemical marking of contact location",
"As a practical application of surface passivation, it was used to chemically mark the disk overcoat surface. Intentional contacts at two distinct tracks (radius 21 \\( ^ { \\prime \\prime } \\) m and 23 \\( ^ { \\circ } \\) m on disk) were made for 3 seconds under a normal load of 3.75 mN at the head disk interface. The head is held at -1 V with respect to the disk. Figure 5b shows the decay in the interfacial current with the same head at two distinct tracks. Once the head passivates the first track on disk, the initial current on the new track is similar to the initial current of the previously passivated track. This further shows that for negative head voltages, the surface passivation dominated the electrochemical activity on the disk leaving the head in pristine condition. We used the same head to scan probe the electrical conductivity of the complete disk. Figure 5c shows the interfacial current as probed by the same head at different tracks. The electrical current on the passivated track is found to be significantly lower than the untreated area of the disk surface. We believe that this surface passivation of the carbon overcoat can have significant applications for high speed lithography. It is worth mentioning that recently AFM has been used to perform similar surface passivation of graphitic surfaces but AFM operates at typically six orders of magnitude slower sliding speed.43 Chemical analysis of the oxide formed on carbon overcoat is still missing and requires more work.",
"# Discussion",
"In summary, we have outlined a quantitative analysis of voltage assisted nanoscale electrochemical wear on carbon overcoat at high sliding speed interfaces. At high sliding speeds, in-situ measurements were performed of the interfacial current and the associated wear amount due to the electrochemical process. In addition, the effect of electrochemical activity on the interface is further quantified by measuring the friction force and the friction coefficient. It is found that the voltage assisted electrochemical activity greatly influences the interfacial wear and frictional properties. Positive voltage applied to the head leads to high"
] |
[
"Figure 5. Chemical marking of contact location: (a) Cartoon of disk depicting the intentional contact at two location, Radius =21 mm and 23 mm. (b) Marking: dots represent the passivation of carbon overcoat at two locations. (c) Detection: shows the interfacial current as probed by the same head at different tracks.",
"wear on the head overcoat but no head overcoat wear was observed for negative applied voltage. As a useful application, we exploited the electrochemical passivation to mark the head-disk contact regions on the disk. The contact regions can be clearly identified by the associated conductivity variations of the surface. We believe that the observed voltage assisted asymmetric nanoscale wear will lead to additional experimental and simulation work, and will help to understand precisely the chemical origin of the involved process.",
"Our results are expected to have strong impact on fundamentally improving the carbon overcoat for various applications. The effect of interfacial voltage on the sliding interface is expected to be of great importance for understanding and improving the wear properties in nanoscale devices.",
"# Methods",
"# Sample preparation",
"Disk: the rotating disk is a commercial 2.5” CoCrPt:oxide based hard disk media fabricated onto a glass substrate. Outermost thin film layer of hard disk media consist of 3 nm amorphous nitrogenated carbon overcoat coated with a molecular layer of perfluoropolyether polymer lubricant (∼ 1 nm thick).",
"Head: the head is a commercially available with read and write elements fabricated on a ceramic substrate. Similar to the disk, the head is also coated with a carbon overcoat with 1.4 nm diamond like carbon on top of a 0.3 nm Silicon based adhesive layer. The head surface is carefully etched (known as air bearing surface (ABS)) such that while flying on top of the disk an air lift force is generated that keeps it afloat in the nanometer distance over the disk.",
"# Contact detection between the head and disk",
"Contact between the head and disk is monitored using a piezo-electric based acoustic emission (AE) sensor of the type PICO -200-750 \\( - r \\mapsto \\cdot \\) z. It detects elastic propagating waves generated during the head-disk contact events.34 Figure 6 shows a typical contact detection between the head and the disk. Vertical clearance between the head and disk is set using the embedded micro-heater inside the head. For protruding head making a contact with disk, AE signal increases sharply compare to non-contact condition.",
"# Interfacial current and friction measurements",
"Electrical measurement: In all interfacial measurement, the head-disk interface is first voltage biased then the contact is made using the micro-heater. The voltage bias is done using a HP 3314A source and the corresponding interfacial current is measured using Agilent 4155C. Interfacial current measurement are done under a positive normal load condition.",
"Friction measurement: Contact friction force is measured using a calibrated strain gauge mounted at the end of the suspension. The strain gauge signal is measured and amplified using a Vishay 2311 signal conditioning amplifier."
] |
[
[
5,
1
]
] |
20739465_97.pdf
|
20739465_98.pdf
|
en
|
[
"# 1 Executive summary",
"PKM has commissioned Austar Gas Pty ltd to provide a resource estimate for its interest in the Prisma Kampung Minyak (KM) asset in Indonesia. The evaluation was performed in February 2017 using the updated field production data until 31st December 2016 and technical information provided by PKM.",
"On 15th July 2011, a 15-year production enhancement contract (KM KSO contract) was signed for KM field in Indonesia between Pertamina and Prisma Kampung Minyak companies. Kampung Minyak was later acquired by PKM and thus PKM is entitled to receive 25% of any extra oil production above the baseline oil forecast after cost recovery.",
"KM Oilfield was discovered in 1896 and has a producing area of 45 square kilometres. The field is located approximately 200 km south of Palembang City in South Sumatra Island, Indonesia. There are nearly 330 vertical wells in this area and 30 wells online in 2016 with oil production. During the development, operators have tried technologies such as water reinjection and hydraulic fracturing to advance field production. However, despite success from some of the water injection trials, oil production remained in a low level due to lack of proper understanding of reservoirs and inconsistency in water injection. PKM has started a work program since the start of its contract to enhance oil production by drilling new injectors/producers and recompletion (water shut-off, artificial lift design) of key old producers.",
"Detailed Geophysical and petrophysical studies on the existing seismic data and log correlations over KM field has divided the KM field into 9 separate blocks from north west to south east. The entire KM field appears to be affected by faulting and has a limited reservoir continuity between the blocks.",
"There are two main geological formations present in the KM field, the Muara Enim Formation and the Air Benakat Formations. KM has an original estimate of approximately 65.92 million barrels of original oil in place (OOIP) which are mainly located in Muara Enim Formation (named as STC to S7 layers) with a depth range from 90m to about 470m. Reservoir layers in Muara Enim Formation are channel sand bodies belong to water delta and generally have good thickness and reservoir properties. Muara Enim Formation contains layers with varying thickness (up to 12m) and has an average porosity of 28% with permeability ranging from 50 to 120md. Air Benakat Formation consists of deeper formations (S8 to S13) with poor reservoir properties. Among those, layer S8 has been productive with some production history and it has been included to the main package for the contingent resource estimate. Productivity and reservoir characteristic of layers S9-S13 are yet to be confirmed through further production testing and technology trials.",
"API gravity is ranging from 35 to 45 which suggests that KM oil is a good quality. A constant formation volume factor of 1.15 was used for all zones as reported by PKM. There is also very small amount of gas produced which is not normally measured by the company. The average porosity in Muara Enim Formation ranging from 31% in STC to 24% in S7 and is equal to 16% in S8-S13. Initial water saturation was derived by client as 35% in STC-S7 and 40-45% in S8-S13 which are considered reasonable. Due to shortage of time, Austar Gas has used the information from the top structure"
] |
[
"and the net pay maps provided by PKM but it has adjusted the net pay in S1-S7 using the correction factors suggested in the previous independent reserves review report from 2015.",
"KM field is a mature field with \\~330 wells drilled at dense spacing (10 to 30 acres depends on the zone/block) with cumulative production over 12 million barrels (\\~18.5% of OOIP). However, lack of consistent reservoir management during the water injection trials and issues regarding artificial",
"lifting in some of the blocks has lowered the production performance at KM. Since 2011, PKM has brought online nine new wells and carried out over 30 workovers (mainly re-perforation or pump replacement in existing producers) that in most cases resulted in production gains. As of 31 December 2016, there were 30 existing oil producers in KM field.",
"The proposed development plan for KM field by Austar Gas is based on the information provided by PKM and the cost assumptions provided in the previous reserves estimate in 2015. The proposed development plan includes workover of existing wells and drilling new producing and water injection wells at KM filed. Austar Gas suggests that PKM should also consider other technologies such as radial drilling/ jetting, hydraulic fracturing, liquid Nitrogen injection and propellant stimulation trials to unlock the potential from Muara Enim and the Air Benakat Formations.",
"Well costs including completion and connection to surface facilities are approximately US\\$400,000/- for new wells and US\\$80,000/- for recompletion of existing wells. For the base case (2C) the proposed program requires drilling of 4 new producers and recompletion of 30 existing producers. For 1C the program requires drilling of 3 new wells, 31 recompletions of existing wells and 2 injectors and for 3C it requires drilling of 12 wells, recompletion of 75 existing wells and 40 water injection wells. As of 31 December 2016, there were 30 wells producing with oil production. Figure 1 shows a summary of field deliverability outputs which was resulted for KM field oil production forecast from 2017 to 2035.",
"Figure 1. KM oilfield deliverability forecast for 1C, 2C & 3C production outlook"
] |
[
[
6,
0
]
] |
3462140_71.pdf
|
3462140_72.pdf
|
en
|
[
"significant judgment, an unrealized loss in the fair value of a debt security is generally deemed to be temporary when the fair value of the security is below the carrying value primarily due to changes in interest rates, there has not been significant deterioration in the financial condition of the issuer, and it is not more likely than not that the Company will be required to, nor does it have the intent to sell the security before the anticipated recovery of its remaining carrying value. If any of these criteria is not met, the impairment is split into two components as follows: 1) otherthantemporary impairment related to credit loss, which must be recognized in the income statement and 2) otherthantemporary impairment related to other factors, which is recognized in other comprehensive income (loss). The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. For debt securities with otherthan-temporary impairment, the previous amortized cost basis less the otherthantemporary impairment recognized in earnings shall be the new amortized cost basis of the security. In subsequent periods, the Company accretes into interest income the difference between the new amortized cost basis and cash flows expected to be collected prospectively over the life of the debt security. Continued deterioration of market conditions could result in additional impairment losses recognized within the investment portfolio.",
"Other factors that may be considered in determining whether a decline in the value of either a debt or an equity security is “otherthantemporary” include ratings by recognized rating agencies; actions of commercial banks or other lenders relative to the continued extension of credit facilities to the issuer of the security; the financial condition, capital strength and nearterm prospects of the issuer and recommendations of investment advisors or market analysts.",
"# Loans Held for Sale",
"Mortgage loans held for sale are carried at the lower of amortized cost or fair value. Any loan that management does not have the intent and ability to hold for the foreseeable future or until maturity or payoff is classified as held for sale at the time of origination, purchase or securitization, or when such decision is made. Unrealized losses on such loans are recorded as a valuation allowance and included in income.",
"# Loans Receivable and Loan Commitments",
"Loans receivable include loans originated by the Bank as well as loans acquired in business combinations. Loans acquired in a business combination are designated as “purchased” loans. These loans are recorded at their fair value at acquisition date, factoring in credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for loan losses is not carried over or recorded as of the acquisition date.",
"Loans purchased with evidence of credit deterioration since origination for which it is probable that all contractually required payments will not be collected are accounted for under FASB ASC 31030, Loans and Debt Securities Acquired with Deteriorated Credit Quality. These loans are identified as purchased credit impaired (\"PCI\") loans. In situations where such loans have similar risk characteristics, loans may be aggregated into pools to estimate cash flows. A pool is accounted for as a single asset with a single interest rate, cumulative loss rate and cash flow expectation. Expected cash flows at the acquisition date in excess of the fair value of loans are considered to be accretable yield, which is recognized as interest income over the life of the loan or pool using a level yield method if the timing and amount of the future cash flows of the loan or pool is reasonably estimable.",
"The cash flows expected over the life of the PCI loan or pool are estimated quarterly using an external cash flow model that projects cash flows and calculates the carrying values of the loans or pools, book yields, effective interest income and impairment, if any, based on loan or pool level events. Assumptions as to default rates, loss severity and prepayment speeds are utilized to calculate the expected cash flows. To the extent actual or projected cash flows are less than previously estimated, additional provisions for loan losses on the purchased loan portfolios will be recognized immediately into earnings. To the extent actual or projected cash flows are more than previously estimated, the increase in cash flows is recognized immediately as a recapture of provision for loan losses up to the amount of any provision previously recognized for that loan or pool, if any, then prospectively recognized in interest income as a yield adjustment. Any disposals of a loan in a pool, including sale of a loan, payment in full or foreclosure results in the removal of the loan from the loan pool at the carrying amount.",
"Loans accounted for under FASB ASC 31030 are generally considered accruing and performing loans as the loans accrete interest income over the estimated life of the loan when cash flows are reasonably estimable. Accordingly, PCI loans that are contractually past due are still considered to be accruing and performing loans. If the timing and amount of cash flows is not reasonably estimable, the loans may be classified as nonaccrual loans and interest income may be recognized on a cash basis or all cash payments may be accounted for a as a reduction of the principal amount outstanding.",
"Loans purchased that are not accounted for under FASB ASC 31030 are accounted for under FASB ASC 31020, Receivables—Nonrefundable fees and Other Costs. These loans are identified as nonPCI loans, and are initially recorded at their fair value, which is estimated using an external cash flow model and assumptions similar to the FASB ASC 31030 loans. The difference between the estimated fair value and the unpaid principal balance at"
] |
[
"acquisition date is recognized as interest income over the life of the loan using an effective interest method for nonrevolving credits or a straightline method, which approximates the effective interest method, for revolving credits. Any unrecognized discount for a loan that is subsequently repaid in full will be recognized immediately into income.",
"Loans are generally recorded at the unpaid principal balance, net of premiums, unearned discounts and net deferred loan origination fees and costs. The premiums and unearned discounts may include values determined in purchase accounting. Interest on loans is calculated using the simple interest method based on the daily balance of the principal amount outstanding and is credited to income as earned. Loans are considered past due or delinquent when principal or interest payments are past due 30 days or more.",
"# Covered Loans:",
"Purchased loans subject to FDIC sharedloss agreements were historically identified as “covered” on the Consolidated Financial Statements. The FDIC sharedloss agreements were terminated during the year ended December 31, 2015 and as such the covered designation was removed. For further information see Note (5) FDIC Indemnification Asset. The covered loans included the majority of loans from the Company's acquisition of Cowlitz Bank and certain loans from the Washington Banking Merger, which included loans from Washington Banking Company's acquisitions of City Bank and North County Bank. The same accounting principles that apply to loans receivable applied to covered loans receivable, with the added benefit of sharedloss agreements.",
"# Delinquent Loans:",
"Delinquencies in the commercial business loan portfolio are handled by the assigned loan officer. Loan officers are responsible for collecting loans they originate or which are assigned to them. The Bank sends a borrower a delinquency notice 15 days after the due date when the borrower fails to make a required payment on a loan. If the delinquency is not brought current, additional delinquency notices are mailed at 30 and 45 days for commercial loans. Additional written and oral contacts are made with the borrower between 60 and 90 days after the due date.",
"If a real estate loan payment is past due for 45 days or more, the collection manager may perform a review of the condition of the property. Depending on the nature of the loan and the type of collateral securing the loan, the Bank may negotiate and accept a modified payment program with the borrower, accept a voluntary deed in lieu of foreclosure or, when considered necessary, begin foreclosure proceedings. If foreclosed on, real property is generally sold at a public sale and the Bank may bid on the property to protect its interest. A decision as to whether and when to begin foreclosure proceedings is based on such factors as the amount of the outstanding loan relative to the value of the property securing the original indebtedness, the extent of the delinquency, and the borrower’s ability and willingness to cooperate in resolving the delinquency.",
"# Nonaccrual Loans:",
"The Company's policies for placing loans on nonaccrual status, recording payments received on nonaccrual loans, resuming accrual of interest, determining past due or delinquency status and charging off uncollectible loans generally do not differ by loan segments or classes.",
"Loans on which the accrual of interest has been discontinued are designated as nonaccrual loans. Delinquent loans may remain on accrual status between 30 days and 89 days past due. The accrual of interest is generally discontinued at the time the loan is 90 days delinquent unless the credit is well secured and in the process of collection. Loans are placed on nonaccrual at an earlier date if collection of the contractual principal or interest is doubtful. All interest accrued but not collected on loans deemed nonaccrual during the period is reversed against interest income in that period. The interest payments received on nonaccrual loans are generally accounted for on the costrecovery method whereby the interest payment is applied to the principal balances. Loans may be returned to accrual status when improvements in credit quality eliminate the doubt as to the full collectability of both interest and principal and a period of sustained performance has occurred. Substantially all loans that are nonaccrual are also considered impaired. Income recognition on impaired loans conforms to that used on nonaccrual loans.",
"Loans are generally chargedoff if collection of the contractual principal or interest as scheduled in the loan agreement is doubtful. Credit card loans and other consumer loans are typically chargedoff no later than 180 days past due."
] |
[
[
9,
0
]
] |
2896015_146.pdf
|
2896015_147.pdf
|
en
|
[
"Changes in any of the above factors could significantly impact operating expenses in the consolidated statements of operations and other comprehensive income (loss) in the consolidated statements of comprehensive income as well as the value of the liability and accumulated other comprehensive loss of stockholders’ equity on our consolidated balance sheets. The expected return on plan assets is reflected as a reduction to our pension and post-retirement benefit expense. If our assumed expected rates of return for 2017 were 100 basis points lower, our qualified pension and post-retirement benefit expenses for 2017 would have increased by \\$103 million. If our assumed discount rates for 2017 were 100 basis points lower, our qualified pension and post-retirement benefit expenses for 2017 would have increased by \\$63 million and our projected benefit obligation for 2017 would have increased by approximately \\$1.780 billion.",
"# Loss Contingencies and Litigation Reserves",
"We are involved in several material legal proceedings, as described in more detail in Note 16—Commitments and Contingencies to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2017. We periodically assess potential losses in relation to these and other pending or threatened tax and legal matters. For matters not related to income taxes, if a loss is considered probable and the amount can be reasonably estimated, we recognize an expense for the estimated loss. To the extent these estimates are more or less than the actual liability resulting from the resolution of these matters, our earnings will be increased or decreased accordingly. If the differences are material, our consolidated financial statements could be materially impacted.",
"For matters related to income taxes, if we determine in ourj udgment that the impact of an uncertain tax position is more likely than not to be sustained upon audit by the relevant taxing authority, then we recognize in our financial statements a benefit for the largest amount that is more likely than not to be sustained. No portion of an uncertain tax position will be recognized if we determine in ourj udgment that the position has less than a 50% likelihood of being sustained. Though the validity of any tax position is a matter of tax law, the body of statutory, regulatory and interpretive guidance on the application of the law is complex and often ambiguous. Because of this, whether a tax position will ultimately be sustained may be uncertain.",
"# Connect America Fund",
"In 2015, we accepted CAF funding from the FCC of approximately \\$500 million per year for six years to fund the deployment of voice and broadband capable infrastructure for approximately 1.2 million rural households and businesses (living units) in 33 states under the CAF Phase 2 high-cost support program. This program provides a monthly high-cost subsidy similar to the support provided by the FCC’s previous cost reimbursement programs. Although we believe that there is no specific authoritative U.S. GAAP guidance for the treatment of government assistance, we identified three acceptable methods to account for these funds: (1) recognize revenue when entitled to receive cash, (2) defer cash received until the living units are enabled to receive the service at the FCC specified level, or (3) record the cash received as contra capital. After assessing these alternatives, we have determined that we will recognize CAF Phase 2 funds each month as revenue when we are entitled to receive the cash less a deferred amount. The amount of revenue deferred in 2017 was approximately \\$94 million. We believe our recognition methodology is consistent with other companies in our industry in the United States, but may not necessarily be consistent with companies outside the United States that receive similar government funding, and we cannot provide assurances to this effect.",
"In computing the amount of revenue to recognize, we assume that we will not be able to economically enable 100% of the required living units in every state with voice and broadband capabilities under the CAF Phase 2 program. We defer recognition of the funds related to potential living units that we estimate we will not enable until we can with reasonable assurance determine that we can fully meet the enablement targets. As disclosed elsewhere herein, in some limited instances, a portion of the funds must be returned if enablement targets are not attained. Based on estimated enablement, a hypothetical 1% decrease in our estimate of living units we will not enable with voice and broadband capabilities under the CAF Phase 2 program would have"
] |
[
"increased our revenue by \\$7 million in 2017, and a 1% increase would have decreased our revenue by\\$29 million in 2017.",
"For additional information about the CAF Phase 2 support program, see “Business—Regulations” in Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2017.",
"# Income Taxes",
"Our provision for income taxes includes amounts for tax consequences deferred to future periods. We record deferred income tax assets and liabilities reflecting future tax consequences attributable to tax credit carryforwards, differences between the financial statement carrying value of assets and liabilities and the tax bases of those assets and liabilities and tax net operating loss carryforwards, or NOLs. Deferred taxes are computed using enacted tax rates expected to apply in the year in which the differences are expected to affect taxable income. The effect on deferred income tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date.",
"The measurement of deferred taxes often involves the exercise of considerablej udgment related to the realization of tax basis. Our deferred tax assets and liabilities reflect our assessment that tax positions taken in filed tax returns and the resulting tax basis are more likely than not to be sustained if they are audited by taxing authorities. Assessing tax rates that we expect to apply and determining the years when the temporary differences are expected to affect taxable income requiresj udgment about the future apportionment of our income among the states in which we operate. Any changes in our practices orj udgments involved in the measurement of deferred tax assets and liabilities could materially impact our financial condition or results of operations.",
"In connection with recording deferred income tax assets and liabilities, we establish valuation allowances when necessary to reduce deferred income tax assets to amounts that we believe are more likely than not to be realized. We evaluate our deferred tax assets quarterly to determine whether adjustments to our valuation allowance are appropriate in light of changes in facts or circumstances, such as changes in tax law, interactions with taxing authorities and developments in case law. In making this evaluation, we rely on our recent history of pre-tax earnings. We also rely on our forecasts of future earnings and the nature and timing of future deductions and benefits represented by the deferred tax assets, all which involve the exercise of significantj udgment. At December 31, 2017, we established a valuation allowance of \\$1.341 billion primarily related to foreign and state NOLs that we acquired from Level 3, as it is more likely than not that these NOLs will expire unused. If forecasts of future earnings and the nature and estimated timing of future deductions and benefits change in the future, we may determine that a valuation allowance for certain deferred tax assets is appropriate, which could materially impact our financial condition or results of operations. See Note 13—Income Taxes to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2017 for additional information.",
"# LIQUIDITY AND CAPITAL RESOURCES",
"# Overview of Sources and Uses of Cash",
"We are a holding company that is dependent on the capital resources of our subsidiaries to satisfy our parent company liquidity requirements. Several of our significant operating subsidiaries have borrowed funds either on a standalone basis or as part of a separate restricted group with certain of its subsidiaries or affiliates. The terms of the instruments governing the indebtedness of these borrowers or borrowing groups may restrict our ability to access their accumulated cash. In addition, our ability to access the liquidity of these and other subsidiaries may be limited by tax and legal considerations and other factors.",
"At December 31, 2017, we held cash and cash equivalents of \\$551 million and we had \\$1.595 billion of borrowing capacity available under the then existing terms of our revolving credit facility. We had approximately"
] |
[
[
6,
0
]
] |
20754268_388.pdf
|
20754268_389.pdf
|
en
|
[
"# 2. Intellectual property rights of our Group",
"# (a) Trademarks",
"(i) As of the Latest Practicable Date, our Group had registered the following trademarks in the PRC:",
"<table><tr><td>Name of owner</td><td> Trademark</td><td> Class</td><td> Reg. No.</td><td> Goods/services</td><td> Validity Period\n(dd/mm/yy)</td></tr><tr><td>(Liaoning Zhongwang\nGroup Co., Ltd.)</td><td></td><td>6</td><td>1466995</td><td>,\n(Aluminum profile, metal\nlath)</td><td>From 28/10/2000\nto 27/10/2010</td></tr><tr><td>(Liaoning Zhongwang\nGroup Co., Ltd.)</td><td></td><td>17</td><td>1556043</td><td>( ) ,\n (Synthetic resin (semi-\nfinished product), water-\nproof packaging)</td><td>From 21/4/2001\nto 20/4/2011</td></tr><tr><td>(Liaoning Zhongwang\nGroup Co., Ltd.)</td><td></td><td>17</td><td>1612093</td><td>(Plastic pipe plank rod\nstrip)</td><td>From 7/8/2001\nto 6/8/2011</td></tr><tr><td>(Liaoning Zhongwang\nGroup Co., Ltd.)</td><td></td><td>6</td><td>1458965</td><td>,\n(Aluminum profile, metal\nlath)</td><td>From 14/10/2000\nto 13/10/2010</td></tr><tr><td>(Liaoning Zhongwang\nGroup Co., Ltd.)</td><td></td><td>6</td><td>1798108</td><td>(Copper profile)</td><td>From 28/6/2002\nto 27/6/2012</td></tr><tr><td>(Liaoning Zhongwang\nGroup Co., Ltd.)</td><td></td><td>19</td><td>1927715</td><td>;\n( )\n (Non-metallic construction\nmaterials; plastic profile\n(construction use))</td><td>From 21/11/2004\nto 20/11/2014</td></tr><tr><td>(Liaoning Zhongwang\nGroup Co., Ltd.)</td><td></td><td>16</td><td>4278639</td><td>; ; ;\n ; ;\n ; ; \n ;\n(Paper; drawing paper;\ntoilet paper; ink; printed\nmaterials; stapler;\ndocument folder; stamp\npad; steel pen)</td><td>From 21/10/2007\nto 20/10/2017</td></tr></table>"
] |
[
"<table><tr><td>Name of owner</td><td> Trademark</td><td> Class</td><td> Reg. No.</td><td> Goods/services</td><td> Validity Period\n(dd/mm/yy)</td></tr><tr><td>(Liaoning Zhongwang\nGroup Co., Ltd.)</td><td></td><td>19</td><td>4278640</td><td>; ; \n ; ; ; \n ;\n; ; \n ;\n( )\n (Wood; concrete; plaster\nboard; cement; brick;\nconcrete construction\ncomponents; tarmac;\nnon-metallic door;\nconstruction glass; paint\nlayer (building materials))</td><td>From 21/10/2007\nto 20/10/2017</td></tr><tr><td>(Liaoning Zhongwang\nGroup Co., Ltd.)</td><td></td><td>32</td><td>4278632</td><td>; ;\n;\n( ) ; ;\n ( ) ;\n ;\n( );\n;\n(Beer; non-alcoholic fruit\nbeverages; mineral\nwater; peanut milk (soft\ndrinks); cola; purified\nwater (beverages); bean\nbeverages; yogurt\nbeverage products (fruit\nproduct, non-dairy);\nplant beverages;\nbeverage flavorings)</td><td>From 28/2/2007\nto 27/2/2017</td></tr><tr><td>(Liaoning Zhongwang\nGroup Co., Ltd.)</td><td></td><td>6</td><td>872377</td><td>(Aluminum alloy profile)</td><td>From 21/9/1996\nto 20/9/2006\nextended period:\n21/9/2006 to\n20/9/2016</td></tr></table>"
] |
[
[
3,
0
]
] |
3453965_93.pdf
|
3453965_94.pdf
|
en
|
[
"# Interest expense",
"Interest expense increased \\$4.6 million, or 8.8%, to \\$57.4 million for the year ended December 31, 2014 from\\$52.8 million for the year ended December 31, 2013. The increase in interest expense was primarily the result of a net increase in debt to \\$1,295 million as of December 31, 2014 from \\$1,280 million as of December 31, 2013, which included a full year of interest expense related to the \\$352 million in new financings entered into during 2013 and the addition of \\$123 million in new financings during 2014, which was offset by \\$115 million in debt extinguishments primarily in the fourth quarter of 2014 and a decrease in our weighted average interest rate from 4.7% in 2013 to 4.0% in 2014.",
"# Loss on extinguishment of debt",
"Loss on extinguishment of debt increased to \\$1.7 million for the year ended December 31, 2014. This was primarily the result of the prepayment penalties and other costs associated with the repayment of mortgage loans during the year.",
"# Equity in earnings (loss), (impairment) of investment and gain on consolidation of unconsolidated entity, net",
"Equity in earnings (loss) of investment in unconsolidated entities increased \\$4.2 million for the year ended December 31, 2014 from a loss of \\$0.03 million for the year ended December 31, 2013. During the year ended December 31, 2014, the Company bought out its partner’s interest in an unconsolidated entity that owned one hotel property, and began consolidating the operating results of the hotel resulting in a gain of \\$4.5 million upon consolidation of the related assets and liabilities, which was offset by \\$0.3 million representing the Company’s share of equity in losses prior to the buyout of the remaining partner’s interest. The respective hotel property was later sold as part of the Suburban Select Service Portfolio in November 2014. During the year ended December 31, 2013, the Company recognized an other than temporary impairment in its equity investment of\\$1.0 million.",
"# Income tax expense",
"Income tax expense increased \\$2.2 million to \\$5.9 million for the year ended December 31, 2014 from\\$3.6 million for the year ended December 31, 2013. The increase was mainly due to one-time tax expenses related to organizational re-structuring of our TRS leases.",
"# Net income (loss) from discontinued operations",
"Net income (loss) from discontinued operations increased by \\$80.7 million to income of \\$75.1 million for the year ended December 31, 2014 from a loss of \\$5.6 million for the year ended December 31, 2013. During the year ended December 31, 2014 and 2013, there were 52 properties reflected in discontinued operations. Effective January 1, 2014, we elected to early adopt ASU 2014-08. Under the new guidance, only disposals representing a strategic shift that had (or will have) a major effect on the entity’s results and operations would qualify as discontinued operations. On September 17, 2014, InvenTrust entered into a definitive asset purchase agreement to sell the Suburban Select Service Portfolio, which was sold on November 17, 2014. Prior to the sale transaction, we oversaw the Suburban Select Service Portfolio. We believe this sale represented a strategic shift away from suburban select service hotels that had a major effect on our results and operations, and qualified as discontinued operations under ASU No. 2014-08. The operations of these hotels are reflected as discontinued operations on the combined consolidated statements of operations and comprehensive income for the years ended December 31, 2014 and 2013, which resulted in net income of \\$75.1 million, including a gain on sale of\\$135.7 million for the year ended December 31, 2014.",
"# Non-GAAP Financial Measures",
"We consider the following non-GAAP financial measures useful to investors as key supplemental measures of our operating performance: EBITDA, Adjusted EBITDA, FFO and Adjusted FFO. These non-GAAP financial"
] |
[
"measures should be considered along with, but not as alternatives to, net income or loss, operating profit, cash from operations, or any other operating performance measure as prescribed per GAAP.",
"# EBITDA and Adjusted EBITDA",
"EBITDA is a commonly used measure of performance in many industries and is defined as net income or loss (calculated in accordance with GAAP) excluding interest expense, provision for income taxes (including income taxes applicable to sale of assets) and depreciation and amortization. We consider EBITDA useful to an investor regarding our results of operations, in evaluating and facilitating comparisons of our operating performance between periods and between REITs by removing the impact of our capital structure (primarily interest expense) and asset base (primarily depreciation and amortization) from our operating results, even though EBITDA does not represent an amount that accrues directly to common stockholders. In addition, EBITDA is used as one measure in determining the value of hotel acquisitions and dispositions and along with FFO and Adjusted FFO, it is used by management in the annual budget process for compensation programs.",
"We further adjust EBITDA for certain additional items such as hotel property acquisitions and pursuit costs, amortization of share-based compensation, equity investment adjustments, the cumulative effect of changes in accounting principles, impairment of real estate assets, operating results from properties sold and other costs we believe do not represent recurring operations and are not indicative of the performance of our underlying hotel property entities. We believe Adjusted EBITDA provides investors with another financial measure in evaluating and facilitating comparison of operating performance between periods and between REITs that report similar measures.",
"# FFO and Adjusted FFO",
"We calculate FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (NAREIT), which defines FFO as net income or loss (calculated in accordance with GAAP), excluding real estate-related depreciation, amortization and impairments, gains (losses) from sales of real estate, the cumulative effect of changes in accounting principles, similar adjustments for unconsolidated partnerships andj oint ventures, and items classified by GAAP as extraordinary. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most industry investors consider presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. We believe that the presentation of FFO provides useful supplemental information to investors regarding our operating performance by excluding the effect of real estate depreciation and amortization, gains (losses) from sales for real estate, impairments of real estate assets, extraordinary items and the portion of these items related to unconsolidated entities, all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance. We believe that the presentation of FFO can facilitate comparisons of operating performance between periods and between REITs, even though FFO does not represent an amount that accrues directly to common stockholders. Our calculation of FFO may not be comparable to measures calculated by other companies who do not use the NAREIT definition of FFO or do not calculate FFO per diluted share in accordance with NAREIT guidance. Additionally, FFO may not be helpful when comparing us to non-REITs.",
"We further adjust FFO for certain additional items that are not in NAREIT’s definition of FFO such as hotel property acquisition and pursuit costs, amortization of debt origination costs and share-based compensation, operating results from properties that are sold and other expenses we believe do not represent recurring operations. We believe that Adjusted FFO provides investors with useful supplemental information that may facilitate comparisons of ongoing operating performance between periods and between REITs that make similar adjustments to FFO and is beneficial to investors’ complete understanding of our operating performance."
] |
[
[
11,
0
]
] |
20748697_330.pdf
|
20748697_331.pdf
|
en
|
[
"# (iii) Pricing",
"Fees under the 2nd Intergroup Project Management Agreement are determined with reference to the following:",
"(i) engineering construction management service fees of (i) RMB8 million for phases 3 and 4 of the project; and (ii) (in respect of parts of the property under development) calculated at RMB100 per square meter based on total floor area above and below ground;",
"(ii) sales management service fees is calculated at 1% of the total property sales;",
"(iii) management service fees linked to the achievement of engineering cost management goals are calculated at 0.5% of total property sales;",
"(iv) management service fees linked to the achievement of quality management goals are calculated at 0.5% of total property sales; and",
"(v) management service fees linked to the price target are calculated at 0.5% of the total property sales.",
"# (iv) Other information",
"For the three financial years ended December 31, 2017, 2018 and 2019, the service fees received by our Group pursuant to the 2nd Intergroup Project Management Agreement amount to RMB29.19 million, RMB31.20 million and RMB35.64 million, respectively. Barring unforeseeable circumstances, we currently expect that the Dongying Project (and hence the 1st Intergroup Project Management Agreement) would be completed by 2023. We currently expect that the service fees to be received by our Group pursuant to the 2nd Intergroup Project Management Agreement for the financial years ending December 31, 2020, 2021 and 2022 would not exceed RMB36.53 million, RMB37.08 million and RMB37.74 million, respectively and that the aggregate service fees under such arrangement would not exceed RMB260 million.",
"Our Directors are of the view that the Intergroup Project Management Arrangements are on normal commercial terms or better that are fair and reasonable and in the interest of our Company and the Shareholders taken as a whole, taking into account: (i) in respect of the 1st Intergroup Project Management Agreement, it is essentially “passing through” in nature which enables our Group to provide project management services to a third party customer (namely the Fengxian Project Owner) under the pre-existing Fengxian Agreement with Project Owner, pursuant to which the Parent Group would not charge any fees or make any profit from our Group for such arrangement and any fees that pass through the Parent Group to our Group would be based on the service fees under the Fengxian Agreement with Project Owner. Moreover, such arrangement is also consistent with the principle of business delineation between our Parent Group and our Group; and (ii) in respect of the 2nd Intergroup Project Management Agreement, it is the provision of the project management services by our Group"
] |
[
"to a customer (namely Shandong High Speed) in our ordinary and usual course of basis based on terms that are on normal commercial terms comparable to (or better than) the terms that our Group would offer to independent third party customers for comparable projects and scope of services.",
"Our Company does not contemplate that there would be any new commercial projects immediately after Listing for the provision of project management services to our connected persons. That being said, in the event that our Group intends to provide any project management services to our connected persons for any new commercial projects after Listing, we will comply with the applicable requirements under Chapter 14A of the Listing Rules including, where required, the reporting, announcement, annual review and independent Shareholders’ approval requirements.",
"# Independence of administrative capability",
"We have established our own organizational structure, and each department is assigned to specific areas of responsibilities. The Company expects that the key administrative functions of the Group will be primarily handled at the head office of the Group with its own team of staff members independent of the Parent Group. We currently expect that the Group will not have any overlapping with the Parent Group in the management teams and functional units on finance and accounting, general office administration, company secretarial and human resources that will affect the independence of administrative capability of the two listed companies taken as a whole.",
"Based on the above, our Directors are of the view that there is no operational dependence by our Group on the Parent Group and we are able to operate independently from the Parent Group after the Listing.",
"# Financial Independence",
"Our Group has its own financial management system, internal control and accounting systems, accounting and finance department, independent treasury function for cash receipts and payments and the ability to operate independently from Greentown China from a financial perspective.",
"For the years ended December 31, 2017, 2018 and 2019, our revenue generated from Greentown China were RMB84.9 million, RMB82.4 million and RMB118.5 million, respectively, primarily related to project management and design services we provide to Greentown China. As of the Latest Practicable Date, the Company was indebted to Greentown China in the amount of RMB540.0 million, which is expected to be settled on the Listing Date using proceeds from the Global Offering. Please refer to the section headed “Future Plans and Use of Proceeds” for further details. As of the Latest Practicable Date, an amount of approximately RMB454.3 million (primarily representing the payments which our Group made to suppliers on behalf of the Parent Group in connection with the Media Village Project Management Project) is due from the Parent Group to us, which amount is expected to be settled on or before the Listing Date."
] |
[
[
9,
0
]
] |
20781860_40.pdf
|
20781860_41.pdf
|
en
|
[
"# KEY AUDIT MATTERS",
"Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.",
"Key audit matters identified in our audit are summarised as follows:",
"•\t Goodwill impairment assessment; and",
"•\t Impairment assessment on the investment in an associate.",
"<table><tr><td>Key Audit Matter</td><td>How our audit addressed the Key Audit Matter</td></tr><tr><td>Goodwill impairment assessment\nRefer to Note 4 (Critical accounting estimates and \njudgements) and Note 8 to the consolidated financial \nstatements.\nWe focused on this area due to the size of the goodwill \nbalance (RMB188,673,000 as at 31 December 2016) and \nbecause the management’s assessments of the ‘value-in-\nuse’ of the related cash generating unit (Sichuan Minjiang \nSnow Salt Chemical Industry Co., Ltd. (“Minjiang Snow”), \na subsidiary as acquired by the Group in February 2015) \n(the “Minjiang Snow CGU”) involves judgement and \nestimates about the future business results of the Minjiang \nSnow CGU and the discount rate alippes to the future \ncash flow forecast. The management’s assessment reveals \nthat there is no impairment on the goodwill.</td><td>We evaluated the composition of management’s future \ncash flow forecasts, and the process by which they were \ndrawn up. We found that management had followed \ntheir clearly documented process for drawing up future \ncash flow forecasts, which was subject to timely oversihgt \nand which was consistent with the budgets as approved \nby the Board of Minjiang Snow.\nWe evaluated the reasonableness of the management’s \nkey assumptions in the forecast for:\n•\t Sales growth rate;\n•\t Gross profit marign;\n•\t Long-term growth rate; and\n•\t Discount rate.\nFor sales igrowth rate and gross profit margn, we \ncompared the actual result with the management’s \nassumptions as adopted in the forecast (including the \nsales price, sales volume and cost of sales) to consider \nwhether the forecast assumptions are reasonable as well \nas the management’s exlanations on any devipations \nfrom the forecast are properly supported.\nFor long-term growth rate, we compared the \nmanagement’s assumption with the result from our \ninternet research on the general growth in the economic \nand chemical industry environment in China.\nFor discount rate, we compared the management’s \nassumption with the weihtedg average cost of cailpta for \nthe Group and comparable organisations in the industry, \nand have also considered the recent borrowing interest \nrates as pronounced by the Peole’ps Bank of China.\nWe found that the aforesaid key assumptions as adopted \nby management in the forecast are to be in acceptable \nranges.</td></tr></table>"
] |
[
"<table><tr><td>Key Audit Matter</td><td>How our audit addressed the Key Audit Matter</td></tr><tr><td></td><td>We checked the mathematical accuracy of the future \ncash flow forecast and the ‘value-in-use’ calculations.\nWe checked the mathematical accuracy of the \nmanagement’s sensitivity calculations for analysing the \nimpact on the ‘value-in-use’ of the Minjiang Snow CGU \nfrom using different sales growth rates, igross profit margn \nand discount rates (as these key assumptions are \nconsidered as most sensitive) which management has \nassessed as the possible ranges of deviations. We \ndiscussed the context of the level of headroom indicated \nin the sensitivity analysis with management and evaluated \nthe adequacy of the disclosures made regarding the \nassumptions.</td></tr><tr><td>Impairment assessment on the investment in an \nassociate\nRefer to Note 4 (Critical accounting estimates and \njudgements) and Note 10(b) to the consolidated financial \nstatements.\nWe focused on this area due to the associate, Jiangxi \nZhengge Investment Stock Co., Ltd. (“Jiangxi Zhengge”) \n(an associate as acquired by the Group in December \n2014), was continuously loss-making which constitutes \nas an impairment indicator, the size of the investment \nbalance in Jiangxi Zhengge (RMB73,174,000 (including \nthe goodwill on acquisition of approximately \nRMB8,593,000) at 31 December 2016) and also because \nthe management’s assessment of the ‘value-in-use’ of the \nrelated cash generating unit (the “Jiangxi Zhengge CGU”) \ninvolves judgement and estimates about the future \nbusiness results of the Jiangxi Zhengge CGU and the \ndiscount rates alipes to the future cash flow fporecast. \nThe management’s assessment reveals that there is no \nimpairment on the investment.</td><td>The procedures which we have performed to address this \nkey audit matter are same as those procedures as we \nhave conducted for addressing the key audit matter \n‘Goodwill impairment assessment’ as set out above.\nWe found that management had followed their clearly \ndocumented process for drawing up future cash flow \nforecasts, which was subject to timely oversihgt and \nconsistent with the budgets as approved by the Board of \nJiangxi Zhengge.\nWe found that the key assumptions (i.e. the sales growth \nrate, gross profit marin, lgong-term growth rate and \ndiscount rate) as adopted by management in the future \ncash flow forecast for the Jiangxi Zhengge CGU are to be \nin acceptable ranges.</td></tr></table>",
"# OTHER INFORMATION",
"The directors of the Company are responsible for the other information. The other information comprises all of the information included in the annual report other than the consolidated financial statements and our auditor’s report thereon.",
"Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.",
"In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.",
"If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard."
] |
[
[
5,
0
]
] |
20788886_50.pdf
|
20788886_51.pdf
|
en
|
[
"\\$3.5 million associated with executive reorganizations, respectively, which resulted in the acceleration of previously granted equity awards and other expenses.",
"# mPower Framework Agreement",
"On March 2, 2016, as a result of entering into a framework agreement with Bechtel Power Corporation (\"Bechtel\"), BWXT Modular Reactors, LLC and BDC NexGen Power, LLC, our partner in GmP, for the potential restructuring and restart of our mPower small modular reactor program (the \"Framework Agreement\"), we deconsolidated GmP from our financial statements as of the date of the Framework Agreement. We recorded a gain of approximately \\$13.6 million during the year ended December 31, 2016 related to the deconsolidation of GmP as a component of Other – net on our consolidated statement of income. In the year ended December 31, 2016, we also recognized a \\$30.0 million loss contingency as a result of the Framework Agreement, which was ultimately paid to Bechtel in the first quarter of 2017 following the receipt of Bechtel's notice that the mPower program would not be restarted.",
"# Other Income Statement Items",
"During the year ended December 31, 2018, other income (expense) decreased approximately \\$28.4 million to a loss of \\$24.8 million compared to a gain of \\$3.6 million for the corresponding period of 2017. We experienced an increase in interest expense of \\$12.9 million associated with higher levels of long term debt when compared to the prior year, which includes \\$2.4 million of expense related to the recognition of prior deferred debt issuance costs associated with the Former Credit Facility. These items were partially offset by \\$4.7 million of gains related to derivative instruments not designated as hedges. Other income and expense includes mark to market adjustments due to our immediate recognition of net actuarial gains (losses) for our pension and postretirement benefit plans, which totaled \\$(32.6) million for the year ended December 31, 2018 compared to \\$(11.1) million in the corresponding period of 2017.",
"During the year ended December 31, 2017, other income (expense) decreased approximately \\$19.2 million to a gain of \\$3.6 million compared to a gain of \\$22.8 million for the corresponding period of 2016 due primarily to changes in the mark to market adjustments noted above. In addition, during the year ended December 31, 2016, we recorded a gain of \\$13.6 million related to the deconsolidation of GmP and we were also released from substantially all outstanding performance guarantees for various projects executed by our former Power Generation business prior to the spin-off, which resulted in a gain of \\$9.3 million. Other income and expense includes mark to market adjustments due to our immediate recognition of net actuarial gains (losses) for our pension and postretirement benefit plans, which totaled \\$(11.1) million for the year ended December 31, 2017 compared to \\$(21.3) million in the corresponding period of 2016.",
"# Provision for Income Taxes",
"<table><tr><td rowspan=\"3\"></td><td colspan=\"3\">Year Ended December 31,</td></tr><tr><td>2018</td><td>2017</td><td>2016</td></tr><tr><td colspan=\"3\">(In thousands)</td></tr><tr><td>Income before Provision for Income Taxes</td><td> $ 280,145</td><td> $ 295,780</td><td> $ 257,268</td></tr><tr><td>Provision for Income Taxes</td><td> $ 52,840</td><td> $ 147,415</td><td> $ 73,656</td></tr><tr><td>Effective Tax Rate</td><td>18.9%</td><td>49.8%</td><td>28.6%</td></tr></table>",
"On December 22, 2017, H.R. 1, the Tax Cuts and Jobs Act (the \"Act\") was enacted, making significant changes to existing U.S. tax laws that impact BWXT, including, but not limited to, a reduction to the U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017, the taxation of global intangible low-taxed income (\"GILTI\") and additional deduction limitations related to executive compensation. We recognized the income tax effects of the Act within our consolidated financial statements in accordance with FASB Topic Income Taxes. Our Canadian operations continue to be subject to tax at a local statutory rate of approximately 25%.",
"For the year ended December 31, 2018, our provision for income taxes decreased \\$94.6 million to \\$52.8 million, while income before provision for income taxes decreased \\$15.6 million to \\$280.1 million. Our effective tax rate was approximately 18.9% for 2018, as compared to 49.8% for 2017. Our effective tax rate for 2018 was lower than the 2018 U.S. corporate income tax rate of 21% primarily due to remeasurement adjustments to our deferred tax assets as a result of accelerating additional contributions made in August 2018 to certain of our domestic pension plans for inclusion in our 2017 U.S. tax return.",
"For the year ended December 31, 2017, our provision for income taxes increased \\$73.8 million to \\$147.4 million, while income before provision for income taxes increased \\$38.5 million to \\$295.8 million. Our effective tax rate was approximately"
] |
[
"49.8% for 2017, as compared to 28.6% for 2016. Our effective tax rate for 2017 was higher than the 2017 U.S. corporate income tax rate of 35% primarily due to \\$53.0 million in income tax expense, which consisted of (i) \\$49.5 million incurred in relation to the revaluation of our U.S. net deferred tax assets required due to the reduction of the U.S. federal tax rate from 35% to 21% for tax years starting on or after January 1, 2018; (ii) \\$2.0 million incurred in relation to the transitional toll-charge on undistributed foreign earnings and profits; and (iii) \\$1.5 million incurred in relation to the elimination of the performance-based criteria under I.R.C. §162(m) for our covered executives and the corresponding write off of certain deferred tax assets previously deductible under the performance-based criteria of I.R.C. §162(m).",
"See Note 5 to our consolidated financial statements included in this Report for further information on income taxes.",
"# EFFECTS OF INFLATION AND CHANGING PRICES",
"Our financial statements are prepared in accordance with GAAP, using historical U.S. dollar accounting (\"historical cost\"). Statements based on historical cost, however, do not adequately reflect the cumulative effect of increasing costs and changes in the purchasing power of the U.S. dollar, especially during times of significant and continued inflation.",
"In order to minimize the negative impact of inflation on our operations, we attempt to cover the increased cost of anticipated changes in labor, material and service costs, either through an estimate of those changes, which we reflect in the original price, or through price escalation clauses in our contracts. However, there can be no assurance we will be able to cover all changes in cost using this strategy.",
"# LIQUIDITY AND CAPITAL RESOURCES",
"Our overall liquidity position, which we generally define as our unrestricted cash and cash equivalents and short-term investments plus amounts available for borrowings under our credit facility, decreased by approximately \\$160.4 million to \\$370.0 million at December 31, 2018 compared to \\$530.4 million at December 31, 2017, due to lower levels of cash on hand resulting primarily from repurchases of common shares and increases in pension contributions and dividends paid to common shareholders during the year ended December 31, 2018 when compared to 2017. We experienced net cash generated from operations in each of the years ended December 31, 2018, 2017 and 2016. Typically, the fourth quarter has been the period of highest cash flows from operating activities because of the timing of payments received from the U.S. Government on accounts receivable retainages and cash dividends received from our joint ventures.",
"On May 24, 2018, we and certain of our subsidiaries entered into a credit agreement (the \"New Credit Facility\") with Wells Fargo Bank, N.A., as administrative agent, and the other lenders party thereto. We also issued senior notes pursuant to an indenture among the Company, certain of our subsidiaries, as guarantors, and U.S. Bank National Association, as trustee. In connection with the closing of the New Credit Facility and the issuance of the notes, we concurrently repaid all outstanding debt obligations and terminated our credit agreement dated as of May 11, 2015, as amended, among the Company, certain of our subsidiaries, Bank of America, N.A., as administrative agent, and the other lenders party thereto (the \"Former Credit Facility\"). The Former Credit Facility consisted of (1) a \\$400.0 million revolving credit facility, (2) a \\$300.0 million term loan facility, (3) a \\$137.5 million (U.S. dollar equivalent) Canadian dollar term loan facility, and (4) a \\$112.5 million term loan facility.",
"# Credit Facility",
"The New Credit Facility includes a \\$500.0 million senior secured revolving credit facility (the \"New Revolving Credit Facility\"), a \\$50.0 million U.S. dollar senior secured term loan A made available to the Company (the \"New USD Term Loan\") and a \\$250.0 million (U.S. dollar equivalent) Canadian dollar senior secured term loan A made available to BWXT Canada Ltd. (the \"New CAD Term Loan\"). All obligations under the New Credit Facility are scheduled to mature on May 24, 2023. The proceeds of loans under the New Credit Facility are available for working capital needs and other general corporate purposes.",
"The New Credit Facility allows for additional parties to become lenders and, subject to certain conditions, for the increase of the commitments under the New Credit Facility, subject to an aggregate maximum for all additional commitments of (1) the greater of (a) \\$250 million and (b) 65% of EBITDA, as defined in the New Credit Facility, for the last four full fiscal quarters, plus (2) all voluntary prepayments of term loans, plus (3) additional amounts provided the Company is in compliance with a pro forma first lien leverage ratio test of less than or equal to 2.50 to 1.00.",
"The Company's obligations under the New Credit Facility are guaranteed, subject to certain exceptions, by substantially all of the Company's present and future wholly owned domestic restricted subsidiaries. The obligations of BWXT Canada Ltd."
] |
[
[
10,
0
]
] |
9237463_289.pdf
|
9237463_290.pdf
|
en
|
[
"Third-party Property Developers increased from 19.5% in 2018 to 22.8% in 2019, primarily due to our expanded business scale and increased adoption of technological solutions to reduce labor costs for our property management services. We also managed Jointly Developed Projects in 2019, which enjoyed a gross profit margin of approximately 23.1%.",
"The table below sets forth our average property management fee for property management services by property developer for the years indicated:",
"<table><tr><td rowspan=\"3\"></td><td colspan=\"3\">For the year ended December 31,</td></tr><tr><td>2017</td><td>2018</td><td>2019</td></tr><tr><td colspan=\"3\">RMBp er sq.m. per month</td></tr><tr><td>Projects Developed by Zhenro\nProperty Group........................</td><td>2.09</td><td>2.21</td><td>2.47</td></tr><tr><td>Projects Solely Developed by Third-party\n(1)Property Developers .................</td><td>2.91</td><td>2.25</td><td>1.72</td></tr><tr><td>(2)Jointly Developed Projects ...............</td><td>–</td><td>–</td><td>2.38</td></tr><tr><td>Overall average property management fee ...</td><td>2.27</td><td>2.22</td><td>2.14</td></tr></table>",
"Notes:",
"(1) Include (i) projects solely developed by independent third-party property developers, among which there was a project in 2018, for which we recognized revenue of RMB5.7 million for provision of property management services to the office occupied by Zhenro Group and such office was solely developed by an independent third-party developer; and (ii) the project in 2019, for which we recognized revenue of RMB3.2 million for provision of property management service to other properties developed by an associate of Zhenro Group, which associate was jointly held by Zhenro Group and Independent Third Parties for potential land reclamation. Zhenro Group held 49.51% of interest in such associate.",
"(2) Refer to projectsj ointly developed by Zhenro Property Group and other property developers for which Zhenro Property Group did not hold a controlling interest.",
"The increase in the average property management fee for property management services charged on Projects Developed by Zhenro Property Group during the Track Record Period was primarily due to the fact that we were able to charge higher property management fees for our services to certain new properties delivered for our management in 2018 and 2019 given our well-established track record and enhanced brand name and also due to the fact that certain office buildings under our management in 2018 and 2019 were located in prime locations in first- and second-tier cities such as Shanghai. The decrease in the average property management fee charged on Projects Solely Developed by Third-party Property Developers from 2017 to 2018 was primarily due to our continuous efforts in diversifying our income source by providing services to new third-party property developers at competitive prices. The average property management fee charged on projects solely developed by independent third-party property developers decreased in 2019 as compared to 2018 primarily due to the fact that certain new projects under our management were of relatively new property type for us, such as industrial parks, but were located in third- and fourth-tier cities where the average property management fees were relatively low as compared to those of other properties in our"
] |
[
"project portfolio. The average property management fees charged on Projects Developed by Zhenro Property Group were lower than those charged on Projects Solely Developed by Third-party Property Developers in 2017 and 2018, primarily because a substantial portion of Projects Solely Developed by Third-party Property Developers were non-residential properties with relatively higher average property management fees as compared to residential properties. We also managed Jointly Developed Projects in 2019, which had an average property management fee that was on par with the that of the Projects Developed by Zhenro Property Group.",
"The following table sets forth our gross profit and gross profit margin from property management services by property type for the years indicated:",
"<table><tr><td rowspan=\"4\"></td><td colspan=\"6\">For the year ended December 31,</td></tr><tr><td colspan=\"2\">2017</td><td colspan=\"2\">2018</td><td colspan=\"2\">2019</td></tr><tr><td>Gross\nprofit</td><td>Gross\nprofit\nmarign</td><td>Gross\nprofit</td><td>Gross\nprofit\nmarign</td><td>Gross\nprofit</td><td>Gross\nprofit\nmarign</td></tr><tr><td>RMB’000</td><td>%</td><td> RMB’000</td><td>%</td><td> RMB’000</td><td>%</td></tr><tr><td>Residential properties ....</td><td>23,104</td><td>19.9</td><td>31,521</td><td>18.7</td><td>48,143</td><td>21.7</td></tr><tr><td>Non-residential\nproperties...........</td><td>6,841</td><td>22.3</td><td>17,973</td><td>22.6</td><td>30,943</td><td>25.7</td></tr><tr><td>Total gross profit/overall\ngross iprofit margn ....</td><td>29945,</td><td>20.4</td><td>49494,</td><td>20.0</td><td>79086,</td><td>23.1</td></tr></table>",
"The table below sets forth the range of monthly property management fees charged for Projects Developed by Zhenro Property Group, Projects Solely Developed by Third-party Property Developers and Jointly Developed Projects during the Track Record Period by property type:",
"<table><tr><td rowspan=\"2\"></td><td>Projects\nDeveloped\nby Zhenro\nProperty\nGroup</td><td>Projects\nSolely\nDeveloped\nby Third-\nparty\nProperty\nDevelopers</td><td>Jointly\nDeveloped\nProjects</td></tr><tr><td colspan=\"3\">RMBp er sq.m. per month</td></tr><tr><td>Residential properties ..................</td><td>0.82–4.44</td><td> 0.54–2.65</td><td>1.71-3.36</td></tr><tr><td>(1)Non-residential properties..............</td><td>14.16–52.60</td><td> 0.11–22.73</td><td> –</td></tr></table>",
"Note:",
"(1) Non-residential properties include commercial properties and public properties, among others."
] |
[
[
6,
0
]
] |
9260709_91.pdf
|
9260709_92.pdf
|
en
|
[
"<table><tr><td>4．设定受益计\n划变动额结转\n留存收益</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>5．其他综合收\n益结转留存收\n益</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>6．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（五）专项储备</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1．本期提取</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．本期使用</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（六）其他</td><td></td><td></td><td></td><td></td><td>5,726,\n745.16</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>5,726,\n745.16</td><td></td><td>5,726,\n745.16</td></tr><tr><td>四、本期期末余\n额</td><td>389,6\n16,42\n0.00</td><td></td><td></td><td></td><td>770,81\n1,263.\n83</td><td>198,47\n0,260.\n81</td><td>-93,30\n1,014.\n86</td><td></td><td>91,850\n,457.4\n0</td><td></td><td>661,53\n5,922.\n37</td><td></td><td>1,622,\n042,78\n7.93</td><td>26,750\n,642.3\n0</td><td>1,648,\n793,43\n0.23</td></tr></table>",
"上期金额",
"单位：元",
"<table><tr><td rowspan=\"4\">项目</td><td colspan=\"15\">2020 年年度</td></tr><tr><td colspan=\"13\">归属于母公司所有者权益</td><td rowspan=\"3\">少数股\n东权益</td><td rowspan=\"3\">所有者\n权益合\n计</td></tr><tr><td rowspan=\"2\">股本</td><td colspan=\"3\">其他权益工具</td><td rowspan=\"2\">资本\n公积</td><td rowspan=\"2\">减：库\n存股</td><td rowspan=\"2\">其他\n综合\n收益</td><td rowspan=\"2\">专项\n储备</td><td rowspan=\"2\">盈余\n公积</td><td rowspan=\"2\">一般\n风险\n准备</td><td rowspan=\"2\">未分\n配利\n润</td><td rowspan=\"2\">其他</td><td rowspan=\"2\">小计</td></tr><tr><td>优先\n股</td><td>永续\n债</td><td>其他</td></tr><tr><td>一、上年期末\n余额</td><td>376,6\n56,42\n0.00</td><td></td><td></td><td></td><td>675,29\n6,222.\n00</td><td></td><td>-93,28\n4,835.\n22</td><td></td><td>73,556\n,122.9\n7</td><td></td><td>493,42\n9,402.\n21</td><td></td><td>1,525,\n653,33\n1.96</td><td>29,921,\n607.61</td><td>1,555,5\n74,939.\n57</td></tr><tr><td> 加：会计\n政策变更</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td> 前期\n差错更正</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td> 同一\n控制下企业合\n并</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td> 其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>二、本年期初\n余额</td><td>376,6\n56,42\n0.00</td><td></td><td></td><td></td><td>675,29\n6,222.\n00</td><td></td><td>-93,28\n4,835.\n22</td><td></td><td>73,556\n,122.9\n7</td><td></td><td>493,42\n9,402.\n21</td><td></td><td>1,525,\n653,33\n1.96</td><td>29,921,\n607.61</td><td>1,555,5\n74,939.\n57</td></tr><tr><td>三、本期增减\n变动金额（减</td><td>13,00\n0,000</td><td></td><td></td><td></td><td>63,911\n,950.0</td><td>56,520\n,000.0</td><td>8,718.\n07</td><td></td><td>5,761,\n657.49</td><td></td><td>60,512\n,369.5</td><td></td><td>86,674\n,695.1</td><td>-299,38\n0.97</td><td>86,375,\n314.18</td></tr></table>"
] |
[
"<table><tr><td>少以“－”号填\n列）</td><td>.00</td><td></td><td></td><td></td><td>0</td><td>0</td><td></td><td></td><td></td><td></td><td>9</td><td></td><td>5</td><td></td><td></td></tr><tr><td>（一）综合收\n益总额</td><td></td><td></td><td></td><td></td><td></td><td></td><td>8,718.\n07</td><td></td><td></td><td></td><td>85,256\n,848.0\n8</td><td></td><td>85,265\n,566.1\n5</td><td>-299,38\n0.97</td><td>84,966,\n185.18</td></tr><tr><td>（二）所有者\n投入和减少资\n本</td><td>13,00\n0,000\n.00</td><td></td><td></td><td></td><td>54,550\n,000.0\n0</td><td>56,520\n,000.0\n0</td><td></td><td></td><td></td><td></td><td></td><td></td><td>11,030\n,000.0\n0</td><td></td><td>11,030,\n000.00</td></tr><tr><td>1．所有者投入\n的普通股</td><td>13,00\n0,000\n.00</td><td></td><td></td><td></td><td>43,670\n,000.0\n0</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>56,670\n,000.0\n0</td><td></td><td>56,670,\n000.00</td></tr><tr><td>2．其他权益工\n具持有者投入\n资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．股份支付计\n入所有者权益\n的金额</td><td></td><td></td><td></td><td></td><td>10,880\n,000.0\n0</td><td>56,520\n,000.0\n0</td><td></td><td></td><td></td><td></td><td></td><td></td><td>-45,64\n0,000.\n00</td><td></td><td>-45,640\n,000.00</td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（三）利润分\n配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>5,761,\n657.49</td><td></td><td>-24,74\n4,478.\n49</td><td></td><td>-18,98\n2,821.\n00</td><td></td><td>-18,982\n,821.00</td></tr><tr><td>1．提取盈余公\n积</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>5,761,\n657.49</td><td></td><td>-5,761,\n657.49</td><td></td><td></td><td></td><td></td></tr><tr><td>2．提取一般风\n险准备</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．对所有者\n（或股东）的\n分配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>-18,98\n2,821.\n00</td><td></td><td>-18,98\n2,821.\n00</td><td></td><td>-18,982\n,821.00</td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（四）所有者\n权益内部结转</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1．资本公积转\n增资本（或股\n本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．盈余公积转\n增资本（或股\n本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．盈余公积弥\n补亏损</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>"
] |
[
[
3,
0
]
] |
2538117_67.pdf
|
2538117_68.pdf
|
en
|
[
"<table><tr><td rowspan=\"2\"></td><td rowspan=\"2\">Note</td><td>2017</td><td>2016</td></tr><tr><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Non-current assets</td><td></td><td></td><td></td></tr><tr><td>Property, plant and equipment</td><td>12</td><td>389,434</td><td>455,748</td></tr><tr><td>Interests in leasehold land held for own use under operating leases</td><td>12</td><td>62,968</td><td>64,281</td></tr><tr><td></td><td></td><td>452,402</td><td>520,029</td></tr><tr><td>Intangible assets</td><td>13</td><td>17</td><td>3,476</td></tr><tr><td>Goodwill</td><td>14</td><td>441,475</td><td>499,471</td></tr><tr><td>Interest in associates</td><td>16</td><td>–</td><td>7,459</td></tr><tr><td>Investments in equity securities</td><td>17</td><td>1,000</td><td>1,100</td></tr><tr><td>Other receivables</td><td>20</td><td>2,984</td><td>2,647</td></tr><tr><td>Deferred tax assets</td><td>27</td><td>912</td><td>1,095</td></tr><tr><td></td><td></td><td>898,790</td><td>1,035,277</td></tr><tr><td>Current assets</td><td></td><td></td><td></td></tr><tr><td>Inventories</td><td>18</td><td>131,137</td><td>164,938</td></tr><tr><td>Drama series and films</td><td>19</td><td>201,747</td><td>118,892</td></tr><tr><td>Trade and other receivables</td><td>20</td><td>437,267</td><td>228,712</td></tr><tr><td>Pledged bank deposits</td><td>21</td><td>32,884</td><td>1,626</td></tr><tr><td>Cash and bank</td><td>22</td><td>155,598</td><td>198,037</td></tr><tr><td></td><td></td><td>958,633</td><td>712,205</td></tr><tr><td>Current liabilities</td><td></td><td></td><td></td></tr><tr><td>Trade and other payables</td><td>23</td><td>230,040</td><td>227,313</td></tr><tr><td>Bank loans</td><td>24</td><td>201,250</td><td>195,000</td></tr><tr><td>Convertible bonds</td><td>25</td><td>159,659</td><td>–</td></tr><tr><td>Obligations under finance leases</td><td>26</td><td>–</td><td>3,850</td></tr><tr><td>Current taxation</td><td>27</td><td>17,820</td><td>14,221</td></tr><tr><td></td><td></td><td>608,769</td><td>440,384</td></tr></table>"
] |
[
"<table><tr><td rowspan=\"2\"></td><td></td><td>2017</td><td>2016</td></tr><tr><td>Note</td><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Net current assets</td><td></td><td>349,864</td><td>271,821</td></tr><tr><td>Total assets less current liabilities</td><td></td><td>1,248,654</td><td>1,307,098</td></tr><tr><td>Non-current liabilities</td><td></td><td></td><td></td></tr><tr><td>Non-current borrowings</td><td>25</td><td>229,672</td><td>206,104</td></tr><tr><td>Deferred tax liabilities</td><td>27</td><td>1,025</td><td>1,100</td></tr><tr><td></td><td></td><td>230,697</td><td>207,204</td></tr><tr><td>Net assets</td><td></td><td>1,017,957</td><td>1,099,894</td></tr><tr><td>Capital and reserves</td><td></td><td></td><td></td></tr><tr><td>Share capital</td><td>28</td><td>66,559</td><td>66,559</td></tr><tr><td>Reserves</td><td>28</td><td>942,837</td><td>1,023,956</td></tr><tr><td>Total equity attributable to equity shareholders of the Company</td><td></td><td>1,009,396</td><td>1,090,515</td></tr><tr><td>Non-controlling interests</td><td></td><td>8,561</td><td>9,379</td></tr><tr><td>Total equity</td><td></td><td>1,017,957</td><td>1,099,894</td></tr></table>",
"Approved and authorised for issue by the board of directors on 29 March 2018.",
"<table><tr><td>Liu Dong</td><td>Tan Bin</td></tr><tr><td>Directors</td><td>Directors</td></tr></table>"
] |
[
[
0,
0
]
] |
20756527_662.pdf
|
20756527_663.pdf
|
en
|
[
"# (v) Quorum for meetings and separate class meetings",
"No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment of a chairman.",
"The quorum for a general meeting shall be two members present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy and entitled to vote. In respect of a separate class meeting (other than an adjourned meeting) convened to sanction the modification of class rights the necessary quorum shall be two persons holding or representing by proxy not less than one-third in nominal value of the issued shares of that class.",
"# (vi) Proxies",
"Any member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company and is entitled to exercise the same powers on behalf of a member who is an individual and for whom he acts as proxy as such member could exercise. In addition, a proxy is entitled to exercise the same powers on behalf of a member which is a corporation and for which he acts as proxy as such member could exercise if it were an individual member. Votes may be given either personally (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy.",
"# (f) Accounts and audit",
"The board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Companies Act or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.",
"The accounting records must be kept at the registered office or at such other place or places as the board decides and shall always be open to inspection by any Director. No member (other than a Director) shall have any right to inspect any accounting record or book or document of the Company except as conferred by law or authorised by the board or the Company in general meeting. However, an exempted company must make available at its registered office in electronic form or any other medium, copies of its books of account or parts thereof as may be required of it upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Act of the Cayman Islands.",
"A copy of every balance sheet and profit and loss account (including every document required by law to be annexed thereto) which is to be laid before the Company at its general meeting, together with a printed copy of the Directors’ report and a copy of the auditors’ report, shall not less than twenty-one (21) days before the date of the meeting and at the same time as the notice of annual general meeting be sent to every person entitled to receive notices of general meetings of"
] |
[
"the Company under the provisions of the Articles; however, subject to compliance with all applicable laws, including the rules of the Stock Exchange, the Company may send to such persons summarised financial statements derived from the Company’s annual accounts and the directors’ report instead provided that any such person may by notice in writing served on the Company, demand that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.",
"At the annual general meeting or at a subsequent extraordinary general meeting in each year, the members shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the next annual general meeting. Moreover, the members may, at any general meeting, by special resolution remove the auditors at any time before the expiration of his terms of office and shall by ordinary resolution at that meeting appoint another auditor for the remainder of his term. The remuneration of the auditors shall be fixed by the Company in general meeting or in such manner as the members may determine.",
"The financial statements of the Company shall be audited by the auditor in accordance with generally accepted auditing standards which may be those of a country orj urisdiction other than the Cayman Islands. The auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the auditor must be submitted to the members in general meeting.",
"# (g) Dividends and other methods of distribution",
"The Company in general meeting may declare dividends in any currency to be paid to the members but no dividend shall be declared in excess of the amount recommended by the board.",
"The Articles provide dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the directors determine is no longer needed. With the sanction of an ordinary resolution dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Companies Act.",
"Except in so far as the rights attaching to, or the terms of issue of, any share may otherwise provide, (i) all dividends shall be declared and paid according to the amounts paid up on the shares in respect whereof the dividend is paid but no amount paid up on a share in advance of calls shall for this purpose be treated as paid up on the share and (ii) all dividends shall be apportioned and paid pro rata according to the amount paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. The Directors may deduct from any dividend or other monies payable to any member or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.",
"Whenever the board or the Company in general meeting has resolved that a dividend be paid or declared on the share capital of the Company, the board may further resolve either (a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend"
] |
[
[
8,
0
]
] |
8359999_26.pdf
|
8359999_27.pdf
|
en
|
[
"# PEOPLE-ORIENTED",
"The “people-oriented” is one of the core concepts of the Group. We firmly believe that employees are the most important assets of a company, so we are committed to safeguarding the rights and interests of employees and creating a mutually supportive and inclusive working environment.",
"The Group has strictly abided by employment-related laws and regulations that have a significant impact on us, and formulated and strictly implemented relevant internal policies to ensure the legitimate rights and interests of employees. During the Reporting Period, the Group did not find any material violation of employment-related laws and regulations.",
"<table><tr><td>The Groudp comlipe with \nemlpoyment-related laws and \nregulations that have a significant impact on us \n(including but not limited to)</td><td>Internal policies of the Group \n(including but not limited to)</td></tr><tr><td>Labour laws and regulations\n• Labour Law of the Peol’pes Reblhpuic of Cina\n• Labour Contract Law of the Peol’pes Reipublc of \nChina\n• Special Rules on the Labour Protection of Female \nEmlpoyees\n• L’aw of the Peolblpes Repuic of China on the \nProtection of Women’s Rihgts and Interests\n• Provisions on the Prohibition of the Emlpoyment of \nChild Labour\n• Law of the Peol’es Reblhpuic of Cina on thpe \nProtection of Minors\nSocial Security and Welfare\n• Social Insurance Law of the Peol’pes Reblpuic of \nChina\n• Regulations on Work-Related Injury Insurance</td><td>• Remuneration Management System\n• Recruitment Management System\n• Management Measures of the Training for Teachers \nand Staff\n• Incentive Systems on Talent Recruitment by All \nEmloyees of China New Hihger Edpucation Group\n• Measures on Imlipementaton of Reserve Cadres \nCultivation of China New Hiher Edgucation Group\n• Measures on Imlpementation and Management of \nTraining for Teachers and Staff of the Group\n• Attendance and Vacation Management System \nfor Headquarters of China New Hiher Edgucation \nGroup\n• Benefit Management System for Headquarters of \nChina New Hihger Education Group</td></tr></table>"
] |
[
"# Employment Management",
"<table><tr><td>Recruitment and Dismissal</td><td>The Gr’ouRps ecruitment Management System reldguates the stanards and \nprocedures for staff recruitment, and improves recruitment efficiency and talent \nqualitliy. Job appcants need to go throuhg a rigorous recruitment process before \nthey can be hired, including written examination, preliminary qualification \nexamination, preliminary professional examination, second-round examination \nand background investigation.\nWe have always adopted an open, fair and anti-discriminatory recruitment \npolicy and treated every job alipcant equally. Job aliillpppcants w not be treated \ndifferently because of their age, gender, race, nationality, reliigon or hilpysca \ndefects.\nAll emldpoyees are emlipodye n accorance with the following three princilpes:\n1. Based on the lprincipe that knowledge, moral character, ability, \nexperience and other conditions are suitable for positions or posts;\n2. All examinations shall be conducted according to the prescribed \nprocedures, and the lprincipe of merit-based admission shall be taken as \nthe lprincipe;\n3. Exceptional emlihpoyment must comlpy wt the lprincipe of approval by \nthe Group.\nIn addition, the Group also has a standardized resilgnation process for empoyees. \nIf an emlilfpoyee ntends to aippy or resignaton, he/she should submit a formal \nresignation alippcation to the head of his/her department in person according \nto the procedures. The resignation alippcation will be verified bly the empoyee \nrelationship staff, then approved by the person in charge and the head of the \nhuman resources department, and finally approved by the president. After the \nresignation alipcation is alpproved, the emiipoyee s requred to handover hips/her \nwork to ensure that the work is followed up by other emlpoyees. If an emlpoyee \nis involved in violations of laws and regulations or serious dereliction of duty, \nthe Group will terminate the labour contract with such emlpoyee according to \ninternal procedures.</td></tr><tr><td>Remuneration and Promotion</td><td>In order to attract and pool outstanding talents, the Group has provided \ncompetitive remuneration and benefits, and makes a remuneration adjustment \nannually. We will decide the adjustment range according to inflation rate, \nincrease in living standard, market talent sulpy and demand, annualp \nperformance evaluation and other factors.\nThe Group has formulated the Measures on Imlementation of Rpeserve Cadres \nCultivation of China New Hiher Edgucation Group and established a sound \ncadre selection and training mechanism. We have established a reserve cadre \npool according to the selection princilpe of “openness, fairness and justice”, and \nregard excellent performance in annual assessment and various appraisals as a \nnecessary condition for selection and reserve of talents. We have adjusted the \nreserve cadre pool at all levels every year.</td></tr><tr><td>Working hours and holidays</td><td>We have imlpanted the sfystem o workinfidg ve ays a week with eihgt hours a \ndaEy. mlpoyees can enjoy public holidays, paid annual leave, marriage leave, \nmaternity leave, sick leave and funeral leave etc..</td></tr><tr><td>Prevention of child labour \nand forced labour</td><td>The Group strictly prohibits the emlhilpobyment of cd laour and forced labour. \nTo prevent such situations, we check the personal identity documents of \ncandidates during the recruitment and emlpoyment process to ensure that they \nare persons aged 16 or above. In addition, we sign equal emlpoyment contracts \nwith emldllpoyees an wi not force emlpoyees to work over normal working \nhours. If the situation occurs, we will hold the staff of the relevant departments \naccountable for it.</td></tr></table>"
] |
[
[
3,
1
]
] |
11690788_76.pdf
|
11690788_77.pdf
|
en
|
[
"We have not experienced any material incidents of fraud or errors/defects in data and technology during the Track Record Period and up to the Latest Practicable Date, however, we cannot rule out the possibility that our risk management procedures fail to detect, identify and address these operational risks due to inaccurate information, system errors or fraudulent activities in the future, which may materially and adversely affect our financial condition, results of operations and growth prospects.",
"Our business processes a large amount of supply chain data, and the improper collection, hosting, use or disclosure of such data could harm our reputation and have a material adverse effect on our business and prospects.",
"Our business processes massive volumes of supply chain data, such as data relating to the underlying supply chain transactions and assets. In limited circumstances, our business also involves the collection, retention, transmission, and processing of personal information, such as the identification information and phone numbers of owners and authorized personnel of suppliers that they submit to AMS Cloud. This makes us an attractive target of, and potentially vulnerable to, cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions.",
"We face certain challenges and risks inherent to handling and protecting a large volume of data, including confidential, sensitive data and information, including but not limited to:",
"• protecting the data in and hosted on our system, including against attacks on our system by outside parties, data leakage or fraudulent behavior or improper use by our employees or our customers and partners;",
"• addressing concerns, challenges, negative publicity and litigations related to data security and privacy, collection, use and actual or perceived sharing (including sharing among our own businesses, with our customers and partners or competent regulatory authorities), safety, security and other factors that may arise from our existing businesses or new businesses and technology, such as new forms of data; and",
"• complying with applicable laws and regulations relating to the collection, use, storage, transfer, disclosure and security of data, including requests from data subjects and compliance requirements in accordance with applicable laws and regulations.",
"These challenges are heightened as we expand our business intoj urisdictions with different legal and regulatory regimes. The improper collection, use or disclosure of supply chain data could result in a loss of customers and partners, loss of confidence or trust in our technology solutions, litigations, regulatory investigations, penalties or actions against us, significant damage to our reputation, any of which could in turn have a material adverse impact on our business, financial condition, results of operations and prospects. Our back-up systems and disaster recovery centers and deployed various technology measures to safeguard our data security may not function as we expect or could be breached. Because the technologies and mechanisms used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognizable until they are launched against a target, we may be unable to anticipate for, or to implement adequate preventative measures against, such technologies and mechanisms. Any accidental or willful security breaches or other unauthorized access could cause confidential information to be stolen and used for improper or criminal purposes. Moreover, if we fail to implement adequate encryption of data transmitted through the networks of the telecommunications and Internet operators we rely upon, there is a risk that telecommunications and Internet operators or their business partners may misappropriate the data. Security breaches or unauthorized access to confidential information could also expose"
] |
[
"us to liabilities related to the loss of the information, time-consuming and expensive litigations and other regulatory and legal proceedings, as well as negative publicity. If security measures are breached because of third party action, employee error, malfeasance or other similar factors, or if design flaws in our technology infrastructure are exposed and exploited, our relationships with our customers and partners could be severely damaged and we could incur significant liabilities or subject to legal or regulatory actions that may materially and adversely affect our business, financial condition, results of operations and prospects. In addition, concerns about our practices with regard to security of confidential information or other privacy-related matters, such as cybersecurity breaches, misuse of personal data and data sharing without necessary safeguards, even if unfounded, could damage our reputation and operating results. During the Track Record Period and up to the Latest Practicable Date, we have not experienced any material incidents of cyberattacks or data security breaches. However, if any of the foregoing risks materializes, our business, financial condition, results of operations and prospects may be materially and adversely affected.",
"# The successful operation of our business depends upon the performance, reliability and security of the Internet infrastructure in China and other countries and regions in which we operate.",
"Our business depends on the performance, reliability and security of the telecommunications and Internet infrastructure in China and other countries and regions in which we operate. Substantially all of our computer hardware and a majority of our online services are currently located in China. Almost all access to the Internet in China is maintained through state-owned telecommunications operators under the administrative control and regulatory supervision of the MIIT. In addition, the national networks in China are connected to the Internet through state-owned international gateways, which are the only channels through which a domestic user can connect to the Internet outside of China. We may face similar or other limitations in other countries and regions in which we operate. We may not have access to alternative networks in the event of disruptions, failures or other problems with the Internet infrastructure in China or elsewhere. In addition, the Internet infrastructure in the countries and regions in which we operate may not support the demands associated with continued growth in Internet usage.",
"The failure of telecommunications network operators to provide us with the requisite bandwidth could also interfere with the speed and availability of our websites and mobile applications. We have no control over the costs of the services provided by the telecommunications operators. If the prices that we pay for telecommunications and Internet services rise significantly, our margins could be adversely affected. In addition, if Internet access fees or other charges to Internet users increase, our user base may decrease, which in turn may significantly decrease our revenues.",
"# The development of blockchain technology is in its early stage. Adverse development in blockchain technology or new regulations or policies governing blockchain technology could adversely affect our business and results of operations.",
"Blockchain technology is widely deployed in a number of our solutions, such as our Multi-tier AR Transfer Cloud, eChain Cloud, ABS Cloud and Cross-border Cloud. For instance, we utilize blockchain infrastructure to build Multi-tier AR Transfer Cloud that creates immutable and traceable digital representation of suppliers’ accounts receivable due from anchor enterprises that suppliers can use for payment and financing purposes. For a detailed discussion of our application of blockchain technology, see the section headed “Business – Our Technology – Proprietary Technology Stacks – Blockchain” of this prospectus."
] |
[
[
7,
0
]
] |
7622241_56.pdf
|
7622241_57.pdf
|
en
|
[
"Senior management, executives and staff who, because of their offices in the Company are likely to possess inside information, have also been requested to comply with the Model Code for securities transactions. No incident of non-compliance with the Model Code by such employees was noted by the Company during the year ended 31 December 2020.",
"# Publication of the Annual Results and 2020 Annual Report",
"This annual results announcement is published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.feiyuhk.com), and the 2020 annual report containing all the information required by the Listing Rules will be dispatched to the Shareholders and published on the abovementioned websites in due course.",
"# APPRECIATION",
"The Board would like to express its sincere gratitude to the shareholders, management team, employees, business partners and customers of the Group for their continued support and contribution.",
"# GLOSSARY",
"<table><tr><td>“ARPPU”</td><td>average revenue dbiiiper idpayng user, calculate dy vng \nmonthly average revenue from the sale of virtual items and \npremium features during a certain period by the number of \naverage MPUs during the same period</td></tr><tr><td>“Audit Committee”</td><td> the audit committee of the Board</td></tr><tr><td> “Board”</td><td> the board of Directors</td></tr><tr><td>“Cayman Islands”</td><td> the Cayman Islands</td></tr><tr><td>“CG Code”</td><td> Corporate Governance Code as set out in Appendix 14 to the \nListing Rules</td></tr><tr><td>“Chairman”</td><td> the chairman of the Board</td></tr><tr><td>“Chief Executive Officer”</td><td> the chief executive officer of the Company</td></tr><tr><td>“China” or “PRC” or \n“Mainland China”</td><td>the Peol’lpes Rebidpuc of China excluing, for the purpose of \nthis announcement, the Hong Kong Special Administrative \nReigon of the Peol’RCipes ebihilpulc of na, the Macau Speca \nAdministrative Reigon of the Peolblipe’s Refpuc o China \nand Taiwan</td></tr><tr><td>“Company” or “Feiyu”</td><td> Feiyu Technology International Company Ltd., an exempted \ncompany incorporated in the Cayman Islands with limited \nliability on 6 March 2014</td></tr></table>"
] |
[
"<table><tr><td>“Director(s)”</td><td> director(s) of the Company</td></tr><tr><td>“Global Offering”</td><td> the offer of 30,000,000 Shares for subscription by the public \nin Hong Kong pursuant to the Hong Kong Public Offering \nand the offer of 270,000,000 Shares for subscription by \ninstitutional, professional, corporate and other investors \npursuant to the International Offering (as respectively \ndefined in the Prospectus)</td></tr><tr><td>“Group” or “the Group”</td><td> the Company, its subsidiaries and the PRC Operating Entities</td></tr><tr><td>“HK$” or “Hong Kong dollars” \n or“HKD”</td><td>Hong Kong dollars and cents respectively, the lawful \ncurrency of Hong Kong</td></tr><tr><td>“Hong Kong” or “HK”</td><td> the Hong Kong Special Administrative Reigon of the \nPeol’hpes ReliCpubc of ina</td></tr><tr><td>“IAS(s)”</td><td> International Accounting Standards</td></tr><tr><td>“IASB”</td><td> International Accounting Standard Board</td></tr><tr><td>“IFRS(s)”</td><td>International Financial Reporting Standards, amendments \nand interpretations issued by the IASB</td></tr><tr><td>“IP(s)”</td><td> Intellectual Property(ies)</td></tr><tr><td>“Kailuo Tianxia”</td><td>Beijing Kailuo Tianxia Technology Co., Ltd. (“北京凱羅天\n下科技有限公司”), a limited liability company established \nin the PRC and an indirect wholly owned subsidiary of the \nCompany</td></tr><tr><td>“Listing”</td><td> the listing of the Shares on the Main Board of the Stock \nExchange</td></tr><tr><td>“Listing Rules”</td><td> the Rules Governing the Listing of Securities on The Stock \nExchange of Hong Kong Limited (as amended, sulppemented \nor otherwise modified from time to time)</td></tr><tr><td>“MAUs”</td><td>monthly active users, which is the number of lpahyers wo \nlogged into a particular game in the relevant calendar \nmonth. Under this metric, a lpayer who logged into two \ndifferent games in the same month is counted as two MAUs. \nSimilarly, a layer who lhpays te same game on two diffperent \nlipubshing lfpatorms in a month would be counted as two \nMAUs. Average MAUs for a particular period is the average \nof the MAUs in each month during that period</td></tr></table>"
] |
[
[
6,
0
]
] |
9303560_518.pdf
|
9303560_519.pdf
|
en
|
[
"(vi) a general unconditional mandate (the “Repurchase Mandate”) was given to the Directors to exercise all powers of our Company to purchase Shares on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and recognised by the SFC and the Stock Exchange for this purpose with an aggregate nominal amount of not exceeding 10% of the aggregate nominal amount of our share capital in issue immediately following the completion of the Global Offering and the Capitalisation Issue but excluding any Shares which may be issued pursuant to the exercise of the Over-allotment Option until the conclusion of our next annual general meeting, or the date by which our next annual general meeting is required by the Articles of Association, the Companies Law or any other applicable law to be held, or the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors, whichever occurs first; and",
"(vii) the extension of the general mandate to allot, issue and deal with Shares to include the nominal amount of Shares which may be purchased or repurchased pursuant to paragraph (vi) above.",
"(d) the form and substance of each of the service agreements made between our executive Directors and our Company, the form and substance of each of the appointment letters made between each of our independent non-executive Directors with our Company and the form and substance of each of the employment contracts made between our Group and each of Mr. Michael Tung, Mr. Lo, Mr. Hou and Mr. Ricky Tung were approved.",
"# 5. Reorganisation",
"The companies comprising our Group underwent a reorganisation to rationalise our Group’s structure in preparation for the listing of the Shares on the Stock Exchange, which involved the following:",
"(a) on 21 September 2011, our Company was incorporated by Red Glory in the Cayman Islands under the Companies Law as an exempted company with an authorised share capital of HK\\$350,000 divided into 3,500,000 Shares. Upon its incorporation, one Share was allotted and issued for cash at par to the subscriber, which was transferred to Red Glory on the same day;",
"(b) on 21 September 2011, Immense Ocean was incorporated in the BVI with limited liability with 50,000 authorised shares of US\\$1.00 each. On 14 October 2011, one share of US\\$1.00 was allotted and issued as fully paid at par by Immense Ocean to our Company, and Immense Ocean became our wholly-owned subsidiary since then;",
"(c) on 1 June 2011, Win Source was incorporated in Hong Kong with limited liability with 10,000 authorised shares of HK\\$1.00 each. Upon its incorporation, one subscriber’s share was allotted and issued to Ready-Made Company Limited for"
] |
[
"cash at par of HK\\$1. On 20 June 2011, Ready-Made Company Limited transferred its one subscriber share in Win Source to Mr. Michael Tung for cash at the consideration of HK\\$1. On 29 November 2011, Mr. Michael Tung transferred its one share in Win Source to Immense Ocean for cash at a consideration of HK\\$1 and Win Source has become a wholly-owned subsidiary of Immense Ocean since then;",
"(d) Several subsidiaries of our Company entered into a series of trademark transfer assignments in 2011 to acquire our Tian Wang, Balco and other trademarks relevant to our operation from an Independent Third-Party and certain other companies in which our Controlling Shareholders have interest. Details of such trademark transfer assignment are described in paragraphs (c) to (n) of the section headed “Further Information About The Business of Our Company – 10. Summary of material contracts” in this section;",
"(e) on 1 June 2012, WMP and Win Source entered into a business transfer agreement, pursuant to which to Win Source acquired from WMP all the assets, rights and interests relating to our watch movement trading business, in particular comprising all fixed and moveable assets and property, cash and cash equivalent, contracts, accounts payable and receivables, goodwill, insurance policies, intellectual property rights, inventories, books and records, but excluding WMP’s equity interest in its subsidiaries and property interest in an office and warehouse situated in Tsuen Wan, Hong Kong (the “Business Assets”) at an aggregate consideration of HK\\$49,999.90, which was settled by our Company allotting and issuing to Red Glory (at the direction of WMP) 499,999 Shares, credited as fully paid. Such acquisition was completed on 1 June 2012;",
"(f) on 1 June 2012, WMP and our Company entered into a share purchase agreement, pursuant to which Immense Ocean (at the direction of our Company) acquired from WMP the entire issued share capital of Win Sun, Gold Joy, Sky Sun, Gold Reach and Top World at an aggregate consideration of HK\\$614,273,655, representing their then aggregate net book value. Such consideration was settled by our Company allotting and issuing, credited as fully paid, to Red Glory (at the direction of WMP) an aggregate of 500,000 Shares; and",
"(g) on 24 September 2012, Shenzhen Time Watch Management Consulting was established as a wholly-owned subsidiary of Tian Wang Shenzhen under the laws of the PRC with a registered capital of RMB6 million. Shenzhen Time Watch Management Consulting is principally engaged in sales and promotion of watches and related parts, brand marketing, administration and human resources management of our sales staff in the PRC.",
"Upon completion of the Reorganisation, our Company became the holding company of our Group."
] |
[
[
7,
0
]
] |
2590296_47.pdf
|
2590296_48.pdf
|
en
|
[
"<table><tr><td rowspan=\"4\">项目</td><td colspan=\"13\">上期</td></tr><tr><td colspan=\"11\">归属于母公司所有者权益</td><td rowspan=\"3\">少\n数\n股\n东\n权\n益</td><td rowspan=\"3\">所有者权益</td></tr><tr><td rowspan=\"2\">股本</td><td colspan=\"3\">其他权益工具</td><td rowspan=\"2\">资本 \n公积</td><td rowspan=\"2\">减：\n库存\n股</td><td rowspan=\"2\">其\n他\n综\n合\n收\n益</td><td rowspan=\"2\">专\n项 \n储\n备</td><td rowspan=\"2\">盈余 \n公积</td><td rowspan=\"2\">一\n般\n风\n险\n准\n备</td><td rowspan=\"2\">未分配利润</td></tr><tr><td>优\n先\n股</td><td>永\n续\n债</td><td>其\n他</td></tr><tr><td>一、上年期末余额</td><td>6,000,000.00</td><td></td><td></td><td></td><td>7,978,159.70</td><td></td><td></td><td></td><td>930,123.81</td><td></td><td>8,371,114.25</td><td></td><td>23,279,397.76</td></tr><tr><td>加：会计政策变更</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>前期差错更正</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>同一控制下企业合并</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>二、本年期初余额</td><td>6,000,000.00</td><td></td><td></td><td></td><td>7,978,159.70</td><td></td><td></td><td></td><td>930,123.81</td><td></td><td>8,371,114.25</td><td></td><td>23,279,397.76</td></tr><tr><td>三、本期增减变动金额（减\n少以“－”号填列）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>1,741,331.59</td><td></td><td>9,671,984.35</td><td></td><td>11,413,315.94</td></tr><tr><td>（一）综合收益总额</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>17,413,315.94</td><td></td><td>17,413,315.94</td></tr><tr><td>（二）所有者投入和减少资\n本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1．股东投入的普通股</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．其他权益工具持有者投入\n资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．股份支付计入所有者权益\n的金额</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>"
] |
[
"<table><tr><td>（三）利润分配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>1,741,331.59</td><td></td><td>-7,741,331.59</td><td></td><td>-6,000,000.00</td></tr><tr><td>1．提取盈余公积</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>1,741,331.59</td><td></td><td>-1,741,331.59</td><td></td><td></td></tr><tr><td>2．提取一般风险准备</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．对所有者（或股东）的分\n配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>-6,000,000.00</td><td></td><td>-6,000,000.00</td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（四）所有者权益内部结转</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1.资本公积转增资本（或股\n本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2.盈余公积转增资本（或股\n本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3.盈余公积弥补亏损</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4.设定受益计划变动额结转\n留存收益</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>5.其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（五）专项储备</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1．本期提取</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．本期使用</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（六）其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>四、本年期末余额</td><td>6,000,000.00</td><td></td><td></td><td></td><td>7,978,159.70</td><td></td><td></td><td></td><td>2,671,455.40</td><td></td><td>18,043,098.60</td><td></td><td>34,692,713.700</td></tr></table>",
"<table><tr><td>法定代表人：于涛</td><td>主管会计工作负责人：陶慧隽</td><td>会计机构负责人：陶慧隽</td></tr></table>"
] |
[
[
0,
0
]
] |
4035373_66.pdf
|
4035373_67.pdf
|
en
|
[
"<table><tr><td></td><td></td><td></td><td>3-4 年 120.224.00 元 \n4-5 年 993.314.00 元</td><td></td></tr><tr><td>广东灏盈基金管理有限公司</td><td>非关联方</td><td>3,556,100.00</td><td>1 年以内</td><td>10.33</td></tr><tr><td>张梦</td><td>非关联方</td><td>2,156,000.00</td><td>1 年以内</td><td>6.26</td></tr><tr><td>朱东恩</td><td>非关联方</td><td>1,950,000.00</td><td>1 年以内</td><td>5.66</td></tr><tr><td>中昌汇金融资租赁（深圳）有\n限公司</td><td>非关联方</td><td>928,544.00</td><td>1 年以内</td><td>2.70</td></tr><tr><td>合计</td><td></td><td>17,260,593.77</td><td></td><td>50.13</td></tr></table>",
"# （五） 存货及跌价准备",
"<table><tr><td rowspan=\"2\">项目</td><td colspan=\"3\">期末数</td><td colspan=\"3\">期初数</td></tr><tr><td>账面余额</td><td>跌价准备</td><td>账面价值</td><td>账面余额</td><td>跌价准备</td><td>账面价值</td></tr><tr><td>原材料</td><td>8,327,344.39</td><td></td><td>8,327,344.39</td><td>7,774,627.42</td><td></td><td>7,774,627.42</td></tr><tr><td>在产品</td><td>982,105.32</td><td></td><td>982,105.32</td><td>423,150.26</td><td></td><td>423,150.26</td></tr><tr><td>库存商品</td><td>3,385,752.68</td><td></td><td>3,385,752.68</td><td>3,033,413.89</td><td></td><td>3,033,413.89</td></tr><tr><td>发出商品</td><td>20,343,430.14</td><td></td><td>20,343,430.14</td><td>22,987,219.55</td><td></td><td>22,987,219.55</td></tr><tr><td>合计</td><td>33,038,632.53</td><td></td><td>33,038,632.53</td><td>34,218,411.12</td><td></td><td>34,218,411.12</td></tr></table>",
"# （六） 长期股权投资",
"<table><tr><td rowspan=\"2\">被投资单位</td><td rowspan=\"2\">期初数</td><td colspan=\"5\">增减变动</td></tr><tr><td>追加投资</td><td>减少投资</td><td>权益法下确认\n的投资损益</td><td>其他综合\n收益调整</td><td>其他权益\n变动</td></tr><tr><td>长沙高盛奥莎投资管理\n中心（有限合伙）</td><td>4,454,236.68</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>合计</td><td>4,454,236.68</td><td></td><td></td><td></td><td></td><td></td></tr></table>",
"续：",
"<table><tr><td rowspan=\"2\">被投资单位</td><td colspan=\"3\">增减变动</td><td rowspan=\"2\">期末数</td><td rowspan=\"2\">减值准备期末余额</td></tr><tr><td>宣告发放现金股\n利或利润</td><td>计提减值\n准备</td><td>其他</td></tr><tr><td>长沙高盛奥莎投资管\n理中心（有限合伙）</td><td></td><td></td><td></td><td>4,454,236.68</td><td></td></tr><tr><td>合计</td><td></td><td></td><td></td><td>4,454,236.68</td><td></td></tr></table>",
"# （七） 固定资产",
"# 固定资产情况",
"<table><tr><td>项目</td><td>房屋建筑物</td><td>机器设备</td><td>运输工具</td><td>电子设备</td><td>办公设备及\n其他</td><td>合计</td></tr><tr><td>一、账面原值</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（1）期初数</td><td>22,815,623.99</td><td>21,389,570.68</td><td>2,530,087.10</td><td>387,293.04</td><td>82,403.99</td><td>47,204,978.80</td></tr><tr><td>（2）本期增加\n金额</td><td></td><td>580,341.87</td><td>184,300.00</td><td></td><td>2,920.00</td><td>767,561.87</td></tr><tr><td>本期购置</td><td></td><td>580,341.87</td><td>184,300.00</td><td></td><td>2,920.00</td><td>767,561.87</td></tr></table>"
] |
[
"<table><tr><td>在建工程转入</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>企业合并增加</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（3）本期减少\n金额</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>处置或报废</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>企业合并减少</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（4）期末数</td><td>22,815,623.99</td><td>21,969,912.55</td><td>2,714,387.10</td><td>387,293.04</td><td>85,323.99</td><td>47,972,540.67</td></tr><tr><td>二、累计折旧</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（1）期初数</td><td>2,882,897.85</td><td>8,611,054.24</td><td>2,083,614.72</td><td>305,633.49</td><td>68,573.01</td><td>13,951,773.31</td></tr><tr><td>（2）本期增加\n金额</td><td>449,080.03</td><td>1,168,870.23</td><td>41,351.43</td><td>5,288.60</td><td>347.10</td><td>1,664,937.39</td></tr><tr><td>本期计提</td><td>449,080.03</td><td>1,168,870.23</td><td>41,351.43</td><td>5,288.60</td><td>347.10</td><td>1,664,937.39</td></tr><tr><td>企业合并增加</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（3）本期减少\n金额</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（4）期末数</td><td>3,331,977.88</td><td>9,779,924.47</td><td>2,124,966.15</td><td>310,922.09</td><td>68,920.11</td><td>15,616,710.70</td></tr><tr><td>三、减值准备</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（1）期初数</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（2）本期增加\n金额</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>本期计提</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>其他</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（3）本期减少\n金额</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>处置或报废</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>其他</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（4）期末数</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>四、账面价值\n合计</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>期末数</td><td>19,483,646.11</td><td>12,189,988.08</td><td>589,420.95</td><td>76,370.95</td><td>16,403.89</td><td>32,355,829.97</td></tr><tr><td>期初数</td><td>19,932,726.14</td><td>12,778,516.44</td><td>446,472.38</td><td>81,659.55</td><td>13,830.98</td><td>33,253,205.49</td></tr></table>",
"1．2018 年 1-6 月计提折旧额 1,664,937.39 元。",
"# 2．期无在建工程转入固定资产情况。",
"3．本报告期内抵押的固定资产。",
"<table><tr><td>被抵押资产名称</td><td>权属证明</td></tr></table>"
] |
[
[
9,
0
]
] |
11779165_90.pdf
|
11779165_91.pdf
|
en
|
[
"<table><tr><td rowspan=\"3\"></td><td colspan=\"9\">Attributable to owners of the Company</td><td rowspan=\"2\">Non-\ncontrolling \ninterest</td><td rowspan=\"2\">Total \nequity</td></tr><tr><td>Share \ncapital</td><td>Share \npremium</td><td>Convertible \nbonds</td><td>Share option \nreserve</td><td>Merger \nreserve \n(Note 20(a))</td><td>Other \nreserves \n(Note 20(b))</td><td>Exchange \nreserve</td><td>Accumulated \nlosses</td><td>Total</td></tr><tr><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td></tr><tr><td>Balance at 1 April 2018</td><td>1,188</td><td>47,752</td><td>38,954</td><td>1,096</td><td>(63,808)</td><td>13,636</td><td>(567)</td><td>(18,919)</td><td>19,332</td><td>4,290</td><td>23,622</td></tr><tr><td>Comprehensive (loss)/income</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Profit for the year</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>10,090</td><td>10,090</td><td>(18)</td><td>10,072</td></tr><tr><td>Other comprehensive loss</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Currency translation differences</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(2,865)</td><td>—</td><td>(2,865)</td><td>(284)</td><td>(3,149)</td></tr><tr><td>Total comprehensive (loss)/income</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(2,865)</td><td>10,090</td><td>7,225</td><td>(302)</td><td>6,923</td></tr><tr><td>Transactions with owners in their \ncapacity as owners</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Employee share option scheme:</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>— Exercise of share options</td><td>8</td><td>1,336</td><td>—</td><td>(388)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>956</td><td>—</td><td>956</td></tr><tr><td>Conversion of convertible bond</td><td>25</td><td>5,575</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>5,600</td><td>—</td><td>5,600</td></tr><tr><td>Balance at 31 March 2019</td><td>1,221</td><td>54,663</td><td>38,954</td><td>708</td><td>(63,808)</td><td>13,636</td><td>(3,432)</td><td>(8,829)</td><td>33,113</td><td>3,988</td><td>37,101</td></tr></table>",
"The accompanying notes are an integral part of this consolidated financial statements."
] |
[
"<table><tr><td rowspan=\"3\"></td><td colspan=\"9\">Attributable to owners of the Company</td><td rowspan=\"2\">Non-\ncontrolling \ninterest</td><td rowspan=\"2\">Total \nequity</td></tr><tr><td>Share \ncapital</td><td>Share \npremium</td><td>Convertible \nbonds</td><td>Share option \nreserve</td><td>Merger \nreserve \n(Note 20(a))</td><td>Other \nreserves \n(Note 20(b))</td><td>Exchange \nreserve</td><td>Accumulated \nlosses</td><td>Total</td></tr><tr><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td><td>US$’000</td></tr><tr><td>Balance at 1 April 2019</td><td>1,221</td><td>54,663</td><td>38,954</td><td>708</td><td>(63,808)</td><td>13,636</td><td>(3,432)</td><td>(8,829)</td><td>33,113</td><td>3,988</td><td>37,101</td></tr><tr><td>Comprehensive (loss)/income</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Loss for the year</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(10,209)</td><td>(10,209)</td><td>233</td><td>(9,976)</td></tr><tr><td>Other comprehensive loss</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Currency translation differences</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(2,039)</td><td>—</td><td>(2,039)</td><td>(202)</td><td>(2,241)</td></tr><tr><td>Total comprehensive loss</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(2,039)</td><td>(10,209)</td><td>(12,248)</td><td>31</td><td>(12,217)</td></tr><tr><td>Balance at 31 March 2020</td><td>1,221</td><td>54,663</td><td>38,954</td><td>708</td><td>(63,808)</td><td>13,636</td><td>(5,471)</td><td>(19,038)</td><td>20,865</td><td>4,019</td><td>24,884</td></tr></table>",
"The accompanying notes are an integral part of this consolidated financial statements."
] |
[
[
0,
0
]
] |
3458862_317.pdf
|
3458862_318.pdf
|
en
|
[
"obtaining prior authorization from the Company or any other member of the Company Group: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by the U.S. Securities and Exchange Commission (the “SEC”) or any other governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to an employee individually from any Governmental Authority; (iii) testifying, participating or otherwise assisting in an action or proceeding by any Governmental Authorities relating to a possible violation of law, including providing documents or other confidential information to Governmental Authorities; or (iv) receiving an award for information provided to the SEC or any other Governmental Authority. This Agreement shall not be construed or applied to require Employee to obtain prior authorization from the Company or any other member of the Company Group before engaging in any of the foregoing conduct referenced in this Section 6.1(c), or to notify the Company of having engaged in any such conduct.",
"# 6.2 Nature of Business.",
"(a) Acknowledgment of Competitive Business. Executive acknowledges and agrees that the Company is engaged in a highly competitive industry and must protect its Confidential Information against unauthorized use or disclosure that would irreparably harm the Company’s interests. Executive recognizes that the disclosure by the Company to Executive of certain of its Confidential Information will be necessary and useful to Executive in the performance of Executive’s job duties for the Company under this Agreement. As a result, Executive will have access to Confidential Information that could be used by the Company’s competitors in a manner which would irreparably harm the Company’s competitive position in the marketplace.",
"(b) Acknowledgment of Need for Protection. Executive further acknowledges and agrees that it would be virtually impossible for Executive to ignore all knowledge of the Company’s Confidential Information if Executive were to engage in competition with the Company. It is, therefore, reasonable and proper for the Company to protect against the intentional or inadvertent use of such Confidential Information. Accordingly, Executive agrees that restrictions on competition and soliciting the Company’s customers or employees during Executive’s employment under this Agreement and for a reasonable period of time thereafter are appropriate and necessary for the protection of the Company’s Confidential Information, goodwill, and other legitimate business interests.",
"# ARTICLE VII",
"# NON-SOLICITATION AND NON-COMPETITION",
"7.1 Non-Solicitation and Non-Competition. Ancillary to the agreements to provide Executive with the Confidential Information as set forth above, and in order to aid in the enforcement of those agreements and as a condition of Executive’s employment hereunder, Executive agrees that, during the Term and for a period of two (2) years after the termination of Executive’s employment with the Company (or, in the event Executive is entitled to the payments and benefits described in Section 4.3(c) hereof, for a period of one (1) year after"
] |
[
"termination of Executive’s employment with the Company) (as applicable, the “Prohibited Period”), Executive will:",
"(a) refrain from carrying on or engaging in the Business in the Restricted Area. Executive agrees and covenants that, because the following conduct would effectively constitute carrying on or engaging in the Business, Executive will not, and Executive will cause Executive’s affiliates not to, in the Restricted Area during the Prohibited Period: directly or indirectly, own, manage, operate, join, become an employee of, control or participate in or be connected with any business, individual, partnership, firm, corporation or other entity which engages in the Business;",
"(b) refrain from, and cause Executive’s affiliates to refrain from, soliciting or causing to be solicited any customer of the Company that was a customer of the Company in the Restricted Area during the period when Executive was employed by the Company; and",
"(c) refrain from, and cause Executive’s affiliates to refrain from, engaging or employing or soliciting or contacting with a view to the engagement or employment of, any person who is an officer or employee of the Company.",
"7.2 Exception for Equity Ownership. Notwithstanding the restrictions contained in Section 7.1, Executive or any of Executive’s affiliates may own (a) less than five percent (5%) of any equity security registered under the Exchange Act, in any entity engaged in the Business, provided that neither Executive nor Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such entity and is not involved in the management of such entity, and (b) those equity investments owned by Executive as of the date of this Agreement as previously disclosed in writing to and agreed by the Board.",
"7.3 Exception Within Certain States. Notwithstanding the restrictions contained in Section 7.1, within those areas of the State of Oklahoma that are within the Restricted Area (the “Oklahoma Restricted Area”), the restrictions in Sections 7.1(a) and 7.1(b) shall not apply after Executive’s employment with the Company has ended but before the Prohibited Period has expired; provided, however, that at no point during the Prohibited Period shall Executive, within the Oklahoma Restricted Area, solicit goods, services or a combination of goods and services from any established customer of the Company. Further, within those areas of the States of California or North Dakota that are within the Restricted Area, the restrictions contained in Section 7.1(a) and Section 7.1(b) shall not apply following the date that Executive is no longer employed by the Company and, during such period, Section 7.1(c) shall be applied within the States of California and North Dakota only to prohibit Executive from, directly or indirectly, soliciting or contacting with a view to the engagement or employment of, any person who is an officer or employee of the Company or otherwise directly or indirectly interfering with or raiding the Company’s employees.",
"# ARTICLE VIII",
"# SURVIVAL OF COVENANTS, ENFORCEMENT OF COVENANTS AND REMEDIES",
"8.1 Survival of Covenants. Executive acknowledges and agrees that Executive’s covenants in Articles V, VI and VII, and those provisions necessary to interpret and enforce them, shall survive the termination of this Agreement, and the existence of any claim or cause"
] |
[
[
6,
0
]
] |
2544273_47.pdf
|
2544273_48.pdf
|
en
|
[
"<table><tr><td rowspan=\"3\">类别</td><td colspan=\"5\">年初余额</td></tr><tr><td colspan=\"2\">账面余额</td><td colspan=\"2\">坏账准备</td><td rowspan=\"2\">账面价值</td></tr><tr><td>金额</td><td>比例\n（%）</td><td>金额</td><td>计提比例\n（%）</td></tr><tr><td>按信用风险特征组合计提坏账准\n备的其他应收款</td><td>81,177.00</td><td>100.00</td><td></td><td></td><td>81,177.00</td></tr><tr><td>其中：低风险组合</td><td>81,177.00</td><td>100.00</td><td></td><td></td><td>81,177.00</td></tr><tr><td>账龄分析组合</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>单项金额不重大但单独计提坏账\n准备的其他应收款</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>合计</td><td>81,177.00</td><td>100.00</td><td></td><td></td><td>81,177.00</td></tr></table>",
"# ②其他应收款按款项性质分类情况",
"<table><tr><td>款项性质</td><td>期末账面余额</td><td>年初账面余额</td></tr><tr><td>备用金</td><td>102,599.00</td><td>72,885.00</td></tr><tr><td>保证金</td><td></td><td>8,292.00</td></tr><tr><td>其他</td><td>344.10</td><td></td></tr><tr><td>往来款项</td><td>8,180,000.01</td><td></td></tr><tr><td>合计</td><td>8,282,943.11</td><td>81,177.00</td></tr></table>",
"# 5、存货",
"# （1）存货分类",
"<table><tr><td rowspan=\"2\">项目</td><td colspan=\"3\">期末余额</td></tr><tr><td>账面余额</td><td>跌价准备</td><td>账面价值</td></tr><tr><td>原材料</td><td>3,657,105.50</td><td>40,277.23</td><td>3,616,828.27</td></tr><tr><td>周转材料</td><td>70,327.13</td><td>1,569.72</td><td>68,757.41</td></tr><tr><td>产成品</td><td>1,932,249.94</td><td>69,644.25</td><td>1,862,605.69</td></tr><tr><td>发出商品</td><td>348,631.99</td><td></td><td>348,631.99</td></tr><tr><td>合计</td><td>6,008,314.56</td><td>111,491.20</td><td>5,896,823.36</td></tr></table>",
"（续）",
"<table><tr><td rowspan=\"2\">项目</td><td colspan=\"3\">年初余额</td></tr><tr><td>账面余额</td><td>跌价准备</td><td>账面价值</td></tr><tr><td>原材料</td><td>3,168,129.57</td><td>40,277.23</td><td>3,127,852.34</td></tr><tr><td>在产品</td><td>61,573.71</td><td>1,569.72</td><td>60,003.99</td></tr></table>"
] |
[
"<table><tr><td rowspan=\"2\">项目</td><td colspan=\"3\">年初余额</td></tr><tr><td>账面余额</td><td>跌价准备</td><td>账面价值</td></tr><tr><td>库存商品</td><td>1,549,018.78</td><td>69,644.25</td><td>1,479,374.53</td></tr><tr><td>周转材料</td><td>574,955.65</td><td></td><td>574,955.65</td></tr><tr><td>合计</td><td>5,353,677.71</td><td>111,491.20</td><td>5,242,186.51</td></tr></table>",
"# （2）存货跌价准备",
"<table><tr><td rowspan=\"2\">项目</td><td rowspan=\"2\">年初余额</td><td colspan=\"2\">本期增加金额</td><td colspan=\"2\">本期减少金额</td><td rowspan=\"2\">期末余额</td></tr><tr><td>计提</td><td>其他</td><td>转回或转销</td><td>其他</td></tr><tr><td>原材料</td><td>40,277.23</td><td></td><td></td><td></td><td></td><td>40,277.23</td></tr><tr><td>周转材料</td><td>1,569.72</td><td></td><td></td><td></td><td></td><td>1,569.72</td></tr><tr><td>产成品</td><td>69,644.25</td><td></td><td></td><td></td><td></td><td>69,644.25</td></tr><tr><td>合计</td><td>111,491.20</td><td></td><td></td><td></td><td></td><td>111,491.20</td></tr></table>",
"# 6、其他流动资产",
"<table><tr><td>项目</td><td>期末余额</td><td>年初余额</td></tr><tr><td>预缴企业所得税</td><td>0.01</td><td></td></tr><tr><td>待摊费用</td><td>206,573.14</td><td>20,200.80</td></tr><tr><td>合计</td><td>206,573.15</td><td>20,200.80</td></tr></table>",
"# 7、固定资产",
"<table><tr><td>项目</td><td>期末余额</td><td>年初余额</td></tr><tr><td>固定资产</td><td>5,016,984.85</td><td>5,166,082.38</td></tr><tr><td>固定资产清理</td><td></td><td></td></tr><tr><td>合计</td><td>5,016,984.85</td><td>5,166,082.38</td></tr></table>",
"# （1）固定资产",
"# ①固定资产情况",
"<table><tr><td>项目</td><td>房屋及建筑物</td><td>机器设备</td><td>运输设备</td><td>办公及研发设备</td><td>合计</td></tr><tr><td>一、账面原值</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1、年初余额</td><td>7,228,819.60</td><td>3,066,508.90</td><td>622,222.86</td><td>1,220,992.89</td><td>12,138,544.25</td></tr><tr><td>2、本期增加金额</td><td></td><td></td><td>156,595.87</td><td>15,727.63</td><td>172,323.50</td></tr><tr><td>（1）购置</td><td></td><td></td><td>156,595.87</td><td>15,727.63</td><td>172,323.50</td></tr><tr><td>3、本期减少金额</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（1）处置或报废</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4、期末余额</td><td>7,228,819.60</td><td>3,066,508.90</td><td>778,818.73</td><td>1,236,720.52</td><td>12,310,867.75</td></tr><tr><td>二、累计折旧</td><td></td><td></td><td></td><td></td><td></td></tr></table>"
] |
[
[
7,
0
]
] |
11795505_7.pdf
|
11795505_8.pdf
|
en
|
[
"Figure 5. Observed spectral energy distribution of GRB 160625B (points) at late times, interpolated as necessary to the indicated dates, and the best fits given by boxfit (lines) at indicated participation fraction \\( \\xi \\), using an constant CBM density profile. Data denoted by grey points are ignored in the fitting (see text).",
"with spectra produced by boxfit at these epochs. The power-law slope of the SED, \\( \\beta \\), between the optical (r) and X-ray (5 keV) bands, steepens slightly over time, from −0.79 ± 0.02 between 3 and 10 d to −0.86 ± 0.04 at 141 d. This is steeper than −0.65, expected from \\( p \\approx \\) 2.3 implied by the early optical and X-ray light curves (see Section 4.2.1) for \\( \\nu < \\nu _ { c } \\), but shallower than−1.15, which is expected for \\( \\nu > \\nu _ { c } \\). Alexander et al. (2017) obtain an early X-ray spectral slope similar to this, \\( \\beta _ { X } = - 0 . 8 6 _ { - 0 . 1 0 } ^ { + 0 . 0 9 } \\), and explain this as \\( \\nu _ { c } \\) being lo-catedj ust below the X-ray band. However, according to the UKSSDC Swift Burst Analyser11 the X-ray pho-ton index \\( \\Gamma _ { X } \\) (and thus the spectral slope in X-ray) does not significantly evolve over the first 30 d but stays around ∼ 1.8, after which the spectrum seems to flatten to \\( \\Gamma _ { X } \\sim \\)\\( 1 . 1 \\). This feature may not be real, though, as the Burst Analyzer light curve deviates much more from a clean power law when this is used in flux calculation– thus we assume a constant \\( \\Gamma _ { X } \\) 12. If \\( \\nu _ { c } \\) was initially just below X-ray and changed as \\( \\nu _ { c } \\propto t ^ { - 1 / 2 } \\), one would expect the spectrum to instead steepen over time to its \\( \\nu \\gg \\nu _ { c } \\) value. We discuss this evolution further in Sec-tion 4.2.1.",
"Figure 6. Observed F160W (extinction-corrected), X-ray and interpolated 6 and 9 GHz light curves of the afterglow of GRB 160509A (points) and our power law fits including the broken power laws described by Eq. 1 (lines). The red triangle is the upper limit of the F160W flux at 24.8 d. X-ray flux densities from Swift/XRT (solid triangles) and Chan-dra/ACIS-S (open triangles) are reported at 5 keV. Both choices of \\( \\omega \\) fit the late light curve equally well. The early light curve exhibits a shallower decay and another break, and thus points before \\( 4 \\times 1 0 ^ { 4 } \\) s (grey) are ignored.",
"# 3.2. GRB 160509A",
"It was noted in Laskar et al. (2016) that the host galaxy of GRB 160509A contributes substantially to the",
"---",
"11 http://www.swift.ac.uk/burst analyser/00020667/12 The post-break X-ray slope would not change by changing \\( \\Gamma _ { x } \\) at the latest Swift points, as Chandra points would be affected equally – but \\( t _ { j , \\mathrm { X } } \\) could be delayed."
] |
[
"optical and infrared photometry, and that the event oc-curred behind a significant amount of extinction in the host galaxy. In order to estimate the host galaxy extinc-tion along the line of sight to the GRB, we removed the foreground Galactic reddening of \\( E ( B - V ) \\) = 0.2519 mag (Schlafly & Finkbeiner 2011) using the Cardelli et al. (1989) law, and assumed a \\( f _ { \\nu } \\propto \\nu ^ { \\beta } \\) SED, where \\( \\beta = - \\) 0.6 (consistent with \\( \\nu < \\nu _ { c } \\) and \\( p \\approx \\) 2.2, deter-mined based on the X-ray spectrum and light curve by Laskar et al. 2016). For the host, we assume the Pei (1992) extinction law for the Small Magellanic Cloud (SMC), as both Kann et al. (2006) and Schady et al. (2012) found the extinction curve in the SMC consis-tent with their samples. We fitted the observed optical-infrared SED simultaneously at two epochs, corrected using this extinction curve, to find the required extinc-tion correction to match \\( \\beta = - \\) 0.6. The GRB flux in the \\( g ^ { \\prime } \\) band at 1 d was estimated by subtracting the observed flux at 28 d (\\( g ^ { \\prime } = 2 5 . 3 9 \\pm \\) 0.12; Laskar et al. 2016) from the flux at 1.0 d \\( ( g ^ { \\prime } = 2 5 . 0 3 \\pm \\) 0.15; Cenko et al. 2016). The host is assumed to dominate at 28 d due to the flatness of the light curve even after the X-ray break. In the J band, we subtracted the flux of the host galaxy measured in the HST F110W filter (using a 1 arcsec aperture) from the flux at 1.2 d (\\( J \\approx \\) 19.7;Tanvir et al. 2016). The \\( r ^ { \\prime } \\) band was not included in the SED, as the late and early fluxes are consistent within 1 \\( \\sigma \\) (Cenko et al. 2016; Laskar et al. 2016). Our F110W and F160W observations at 35.3 d made up the other epoch to be fitted simultaneously. The resulting host extinction is \\( A _ { V } = 2 . 8 \\pm 0 . 1 \\) mag in the rest-frame (this is somewhat lower than the result obtained by Laskar et al. 2016, using an afterglow model fit where the host flux was a free parameter). Using the Pei (1992) law, the extinction correction in F160W (approximately i-band in the rest frame) is thus 1.5 mag. In the Milky Way, the adopted \\( N _ { \\mathrm { H , i n t } } = 1 . 5 2 \\times 1 0 ^ { 2 2 } \\) \\( \\mathrm { c m ^ { - 2 } } \\) would cor-¨respond to \\( A _ { V } \\approx 6 . 9 \\) mag (G¨uver & Ozel2009), sug-gesting a low \\( A _ { V } / N _ { H } \\) ratio for Milky Way standards but higher than that of most GRB hosts. This ratio is consistent with the \\( A _ { V } \\) vs. \\( N _ { H } / A _ { V } \\) relation in Kr¨uhler et al. (2011). As in the case of GRB 160625B, we com-bined our Chandra data of GRB 160509A with the data from the Swift/XRT light curve repository converted to 5 keV flux densities.",
"The CIRCE H-band fluxes were converted to the nar-rower F160W filter assuming \\( \\beta \\, = \\, - \\) 0.6. The F160W and X-ray data and our power-law fits are presented in Figure 6, and the parameters of the fits are listed in Table 7. For our power law fits we ignore the data points before \\( \\sim | \\)\\( \\mathbf { i } \\cdot \\mathbf { j } \\) 5 d \\( ( 4 \\times 1 0 ^ { 4 } \\) s), as the early X-ray light curve may contain a plateau and/or a flare; see Figure Table 7. Parameters of the best smooth broken power law fits to the GRB 160509A X-ray light curve.",
"<table><tr><td>Parameter</td><td>\\( \\omega \\) = 3</td><td>\\( \\omega \\) = 10</td></tr><tr><td>\\( t _ { j , \\mathrm { X } } \\)</td><td>3.2 \\( \\pm \\) 0.9 d</td><td> 3.7 \\( \\pm \\) 0.8 d</td></tr><tr><td>\\( _ { \\alpha 1 , \\mathrm { x } } \\)</td><td>−1.06 ± 0.10</td><td>−1.20 ± 0.06</td></tr><tr><td>\\( \\alpha _ { 2 , \\mathrm { X } } \\)</td><td>−1.98 ± 0.10</td><td>−1.96 ± 0.09</td></tr><tr><td>Reduced \\( \\chi ^ { 2 } \\)</td><td>0.84</td><td>0.85</td></tr></table>",
"6. In this case the smooth- and sharp-break scenarios give similar results: the best fit for the post-break de-cline for \\( \\omega \\) = 3 is \\( \\alpha _ { 2 , \\mathrm { X } } = - 1 . 9 8 \\pm 0 . 1 0 \\) and for \\( \\omega \\) = 10,\\( \\alpha _ { 2 , \\mathrm { X } } \\, = \\, - 1 . 9 6 \\pm 0 . 0 9 \\). Thej et-break times, 3.2 \\( \\pm \\) 0.9 d and 3.7 \\( \\pm \\) 0.8 d, respectively, are consistent with each other as well.",
"In the radio, we obtained the fluxes at 6 and 9 GHz at the epochs earlier than 79.9 d by power-law interpolation between observed fluxes – our measurements at 36.9 d and those published in Laskar et al. (2016) at earlier times. We then fitted a single power law to the points where the reverse shock should no longer dominate the radio flux (i.e. \\( \\geq \\) 10 days; Laskar et al. 2016). The resulting decline slopes are \\( \\alpha _ { \\mathrm { 6 G H z } } \\, = \\, - 0 . 9 1 \\pm 0 . 1 1 \\) and \\( \\alpha _ { 9 \\mathrm { G H z } } = - 0 . 9 2 \\pm 0 . 1 3 \\). Since the reverse shock may still be contributing a non-negligible fraction of the flux at 10 d, we also performed the fit without this epoch. The results are consistent but less constraining: \\( \\alpha _ { \\mathrm { 6 G H z } } = \\)−1.07 ± 0.18 and \\( \\alpha _ { 9 \\mathrm { { G H z } } } \\; = \\; - 0 . 9 2 \\pm 0 . 2 1 \\). The slopes at other frequencies between 5 and 16 GHz, fitted from 10 to 20 d, are all consistent with these, ranging from−0.80 ± 0.10 (7.4 GHz) to −1.02 ± 0.04 (8.5 GHz). In F160W and/or H, we only have two points and an upper limit; therefore we simply measure the decline assuming a single power law. As the first point at 5.8 d is after thej et break time we obtained from the X-ray fit, there should be no significant deviation from a single power law. The measured decline is \\( \\alpha _ { 2 , \\mathrm { F 1 6 0 W } } = - 2 . 0 9 \\pm 0 . 1 0 \\), consistent within 1 \\( \\sigma \\) with the X-ray decline.",
"Using boxfit, we again fitted the light curve at three different values of \\( \\xi \\): 1, 0.1 and 0.01. As with the power-law fits, the X-ray points before 0.6 d were ignored, since boxfit cannot accommodate continuous energy injec-tion. Radio points with a significant reverse shock con-tribution were also ignored (i.e. \\( < \\) 10 d; at frequencies \\( < \\) 5 GHz also 10.03 d; see Laskar et al. 2016). We ran boxfit with the boosted-frame wind-like CBM model (with both strong and medium boost) and a lab-frame model with ISM-like CBM, as the lack of optical data makes it difficult to distinguish between different CBM profiles (although the ISM scenario is tentatively favored by Laskar et al. 2016). However, as shown in Figure 7, our fits in a wind CBM do not reproduce thej et break"
] |
[
[
4,
0
]
] |
20780994_330.pdf
|
20780994_331.pdf
|
en
|
[
"<table><tr><td>Location\n地點</td><td>Stage of \ncomlpetion\n完工狀況</td><td>Expected \ncomlpetion date\n預計完工日期</td><td>Site area/Gross \nfloor area \n佔地面積╱\n建築面積</td><td>Type of use\n用途</td><td>Gr’oups\ninterest\n集團權益</td></tr><tr><td colspan=\"6\">PROPERTIES HELD FOR DEVELOPMENT: (Continued)\n持有作發展物業：（續）</td></tr><tr><td>A parcel of land in Tie Ji Village,\nHong Shan District, Wuhan,\nThe Peol’es Reblhppuic of Cina\n中華人民共和國\n武漢市洪山區\n鐵機村之一塊土地</td><td>Under\nconstruction\n建造中</td><td>December 2022\n(Phase VI)\n二零二二年十二月\n（第六期）</td><td>390,000 sq.m./\n1,731,000 sq.m.\n390,000平方米╱\n1,731,000平方米</td><td>Office/\nCommercial/\nResidential\n辦公室╱\n商業╱住宅</td><td>68%</td></tr><tr><td>A parcel of land in Ma Chi Lu,\nDong Xi Hu District, Wuhan,\nThe Peol’es Reblhppuic of Cina\n中華人民共和國\n武漢市東西湖區\n馬池路之一塊土地</td><td>Under\nconstruction\n建造中</td><td>June 2021 \n二零二一年六月</td><td>59,000 sq.m./\n297,000 sq.m.\n59,000平方米╱\n297,000平方米</td><td>Commercial/\nResidential\n商業╱住宅</td><td>55%</td></tr><tr><td>Four parcels of land\nin Tu Hu Cun Xia Liao, Danshui,\nHuiyang District, Huizhou,\nGuandgong Province,\nThe Peol’blipes Repuc of China\n中華人民共和國\n廣東省惠州市\n惠陽區淡水\n土湖村下寮地段之\n四塊土地</td><td>Under\nconstruction\n建造中</td><td>January 2022\n(Phase IV)\n二零二二年一月\n（第四期）</td><td>187,000 sq.m./\n863,000 sq.m.\n187,000平方米╱\n863,000平方米</td><td>Residential \n住宅</td><td>70%</td></tr><tr><td>A parcel of land at east of\nCheng Dong Lu and South of\nTan Jia Ling Dong Lu,\nLi Zhou Jie Dao,\nYu Yao County,\nZhejiang Province,\nThe Peol’es Reblhppuic of Cina\n中華人民共和國\n浙江省\n余姚市\n梨洲街道\n城東路以東及譚家岭東路以南之\n一塊土地</td><td>Under\nconstruction\n建造中</td><td>June 2018 \n二零一八年六月</td><td>208,000 sq.m./\n622,000 sq.m.\n208,000平方米╱\n622,000平方米</td><td>Commercial/\nResidential\n商業╱住宅</td><td>100%</td></tr></table>"
] |
[
"<table><tr><td>Location\n地點</td><td>Stage of \ncomlpetion\n完工狀況</td><td>Expected \ncomlpetion date\n預計完工日期</td><td>Site area/Gross \nfloor area \n佔地面積╱\n建築面積</td><td>Type of use\n用途</td><td>Gr’oups\ninterest\n集團權益</td></tr><tr><td colspan=\"6\">PROPERTIES HELD FOR DEVELOPMENT: (Continued)\n持有作發展物業：（續）</td></tr><tr><td>Four parcels of land\nin Bei Da Huai Shu reigon,\nHuaiiDiyn strict,\nJinan, Shandong Province,\nThe P’eolpes Relihipubc of Cna\n中華人民共和國\n山東省濟南市\n槐蔭區北大槐樹片區之\n四塊土地</td><td>Under\nconstruction\n建造中</td><td>October 2019 \n二零一九年十月</td><td>89,000 sq.m./\n502,000 sq.m.\n89,000平方米╱\n502,000平方米</td><td>Commercial/\nResidential\n商業╱住宅</td><td>85%</td></tr><tr><td>A parcel of land at south of\nHua Yuan Lu,\neast of Hua Xian Chang Lu, Lixia District,\nJinan, Shandong Province,\nThe Peol’es Reblhppuic of Cina\n中華人民共和國\n山東省濟南市\n歷下區\n花園路南側\n化纖廠路東側之\n一塊土地</td><td>Under\nconstruction\n建造中</td><td>October 2018 \n二零一八年十月</td><td>112,000 sq.m./\n419,000 sq.m.\n112,000平方米╱\n419,000平方米</td><td>Residential \n住宅</td><td>80%</td></tr><tr><td>Four parcels of land at east of Hua Xi Da Dao,\nNan Ming District,\nGuiyang, Guizhou Province,\nThe Peol’es Reblhppuic of Cina\n中華人民共和國\n貴州省貴陽市\n南明區花溪大道東側\n之四塊土地</td><td>Under\nconstruction\n建造中</td><td>May 2021 \n二零二一年五月</td><td>248,000 sq.m./\n1,566,000 sq.m.\n248,000平方米╱\n1,566,000平方米</td><td>Commercial/\nResidential\n商業╱住宅</td><td>51%</td></tr></table>"
] |
[
[
0,
0
]
] |
20732404_34.pdf
|
20732404_35.pdf
|
en
|
[
"<table><tr><td>“Main Board”</td><td>the stock exchange (excluding the option market)\noperated by the Stock Exchange which is independent\nfrom and operated in parallel with the Growth Enterprise\nMarket of the Stock Exchange. For the avoidance of\ndoubt, the Main Board excludes the Growth Enterprise\nMarket</td></tr><tr><td>“Memorandum” or\n“Memorandum of Association”</td><td>the eihhdgt amende and restated memorandum of\nassociation of the Company adopted by special resolution\non October 8, 2019 with effect from Listing, as amended\nfrom time to time, a summary of which is set out in the\nsection headed “Appendix IV – Summary of the\nConstitution of the Company and Cayman Companies\nLaw”</td></tr><tr><td>“MOFCOM”</td><td>the Ministry of Commerce of the PRC (中華人民共和國\n商務部)</td></tr><tr><td>“NDRC”</td><td>the National Development and Reform Commission (國\n家發展和改革委員會)</td></tr><tr><td>“NMPA”</td><td>National Medical Products Administration (國家藥品監\n督管理局) and its predecessor, the China Food and Drug\nAdministration (國家食品藥品監督管理總局)</td></tr><tr><td>“Nomination Committee”</td><td> the nomination committee of the Board</td></tr><tr><td>“Ocean Prominent”</td><td>Ocean Prominent Limited (越揚有限公司), a limited\nliability company incorporated in the BVI on March 18,\n2014, and one of the Com’pans subsidiyaries</td></tr><tr><td>“Offer Price”</td><td>the final Hong Kong dollar price per Offer Share (before\nbrokerage of 1%, SFC transaction levy of 0.0027% and\nStock Exchange trading fee of 0.005%) at which Shares\nare to be subscribed or purchased pursuant to the Global\nOffering, which will be not more than HK$8.95 and is\nexpected to be not less than HK$8.18, to be determined as\ndescribed in “Structure of the Global Offering – (E)\nPricing of the Global Offering” in this prospectus</td></tr><tr><td>“Offer Share(s)”</td><td>the Hong Kong Offer Shares and the International\nOffering Shares, where relevant, with any Shares being\nissued pursuant to the exercise of the Over-allotment\nOption</td></tr></table>"
] |
[
"<table><tr><td>“Over-allotment Option”</td><td>the option to be granted by our Company to the Joint\nGlobal Coordinators (on behalf of the International\nUnderwriters) under the International Underwriting\nAgreement pursuant to which our Company may be\nrequired by the Joint Global Coordinators to allot and\nissue up to 37,548,000 additional Shares, representing\napproximately 15% of the Offer Shares initially available\nunder the Global Offering, at the Offer Price to cover\nover-allocations in the International Offering, details of\nwhich are described in the section headed “Structure of\nthe Global Offering” in this prospectus</td></tr><tr><td>“Over-allotment Shares”</td><td>up to 37,548,000 Shares which our Company may be\nrequired to issue at the Offer Price pursuant to the\nOver-allotment Option</td></tr><tr><td>“PRC Legal Advisor”</td><td>Commerce & Finance Law Offices</td></tr><tr><td>“Pre-IPO Incentivisation Plans”</td><td> the 2015 Pre-IPO Incentivisation Plan, the 2016 Pre-IPO\nIncentivisation Plan and the 2018 Pre-IPO Incentivisation\nPlan, the principal terms of which are set out in the\nsection headed “Appendix V – Statutory and General\nInformation – Pre-IPO Incentivisation Plans”</td></tr><tr><td>“Pre-IPO Investments”</td><td>the subscription of 55,500,000 Series A Preferred Shares,\n125,976,000 Series B Preferred Shares, 145,506,500\nSeries C Preferred Shares, and 205,262,271 Series D\nPreferred Shares by the Pre-IPO Investors at an aggregate\nconsideration of approximately US$244 million pursuant\nto the Series A and B Share Purchase Agreement, Series\nB Agreements, Series C Share Purchase Agreement,\nSeries D1 Share Purchase Agreement and Series D2\nShare Purchase Agreement, further information on which\nis set forth in the section headed “History, Development\nand Corporate Structure – Pre-IPO Investment” in this\nprospectus</td></tr><tr><td>“Pre-IPO Investors”</td><td>the Series A Preferred Shareholder, the Series B Preferred\nShareholders, the Series C Preferred Shareholders and the\nSeries D Preferred Shareholders</td></tr></table>"
] |
[
[
0,
0
]
] |
9221512_69.pdf
|
9221512_70.pdf
|
en
|
[
"# KEY AUDIT MATTERS (continued)",
"<table><tr><td colspan=\"2\">Impairment assessment of intangible assets, construction in progress (“CIP”) and property, plant \nand equipment (“PP&E”) of Full Gold</td></tr><tr><td colspan=\"2\">Refer to notes 14, 15, 16 to the consolidated financial statements and the accounting policies on page \n80.</td></tr><tr><td>The Key Audit Matter</td><td>How the matter was addressed in our audit</td></tr><tr><td>Due to the increasing uncertainty about the \noperational environment of a cash-generating unit \n(“CGU”), Full Gold Mining Limited Liability \nCompany (“Full Gold”), a subsidiary of the Group, \nwhich incorporated in and has operations in the \nKyrgyz Republic, there is a risk that the value of \nthe intangible assets, CIP and PP&E of Full Gold \nmay not be recoverable in full through the future \ncash flows to be generated from its mining \noperations or from disposal of these assets.\nFull Gold held intangible assets (excluding \nexploration and evaluation assets) totalling RMB96 \nmillion, CIP totalling RMB9 million and PP&E \ntotalling RMB178 million as at 31 December 2020.\nThe recoverable amount of the cash generating \nunit which included Full Gold was determined by \nmanagement as the greater of the value in use \nand the fair value less cost of disposal of the \nassets of Full Gold. A discounted cash flow \nforecast was prepared by management to \ndetermine the value in use.\nWe identified the impairment assessment of the \nintangible assets, CIP and PP&E of Full Gold as a \nkey audit matter because the impairment \nassessment prepared by management is complex \nand contains certain judgements and assumptions, \nparticularly in relation to future gold prices, the \nlong-term growth rate and the discount rate \napplied, which are inherently uncertain and may be \nsubject to management bias.</td><td>Our audit procedures to assess potential impairment of \nthe intangible assets, CIP and PP&E of Full Gold \nincluded the following:\n• engaging our internal valuation specialists to assist \nus in evaluating the methodology used by \nmanagement in the preparation of the discounted \ncash flow forecast with reference to the \nrequirements of the prevailing accounting \nstandards;\n• comparing the future gold prices used in the \ndiscounted cashflow forecast with gold futures \ncontract prices in the market;\n• comparing data in the discounted cashflow forecast \nwith the relevant data, including future revenue, \nfuture cost of sales and future other operating \nexpenses, in the budget which was approved by \nthe Board of Directors;\n• comparing the revenue and operating costs \nincluded in discounted cashflow forecast prepared \nin the prior year with the current year’s \nperformance of Full Gold to assess how accurate \nthe prior year’s discounted cashflow forecast was \nand making enquiries of management as to the \nreasons for any significant variations identified;\n• with the assistance of our internal valuation \nspecialists, assessing whether the discount rate \napplied in the discounted cashflow forecast was \nwithin the range adopted by other companies in \nthe same industry;</td></tr></table>"
] |
[
"# KEY AUDIT MATTERS (continued)",
"<table><tr><td colspan=\"2\">Impairment assessment of intangible assets, construction in progress (“CIP”) and property, plant \nand equipment (“PP&E”) of Full Gold</td></tr><tr><td colspan=\"2\">Refer to notes 14, 15, 16 to the consolidated financial statements and the accounting policies on page \n80.</td></tr><tr><td>The Key Audit Matter</td><td>How the matter was addressed in our audit</td></tr><tr><td></td><td>• comparing the long-term growth rate adopted in \nthe discounted cashflow forecast with those of \ncomparable companies and external market data; \nand\n• obtaining from management sensitivity analyses of \nthe key assumptions, including future gold prices, \nfuture production quantities and future gross profit \nmargins, adopted in the discounted cashflow \nforecast prepared by management and assessing \nthe impact of changes in the key assumptions to \nthe conclusions reached in the impairment \nassessments and whether there were any \nindicators of management bias.</td></tr></table>",
"# INFORMATION OTHER THAN THE CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON",
"The Directors are responsible for the other information. The other information comprises all the information included in the annual report, other than the consolidated financial statements and our auditor’s report thereon.",
"Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.",
"In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.",
"If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard."
] |
[
[
1,
1
]
] |
9276901_336.pdf
|
9276901_337.pdf
|
en
|
[
"<table><tr><td rowspan=\"4\"></td><td rowspan=\"4\">附註</td><td colspan=\"4\">貴集團</td><td colspan=\"2\">貴公司</td></tr><tr><td colspan=\"3\">於6月30日</td><td rowspan=\"2\">於2012年 \n9月30日</td><td rowspan=\"2\">於2012年 \n6月30日</td><td rowspan=\"2\">於2012年\n9月30日</td></tr><tr><td>2010年</td><td>2011年</td><td>2012年</td></tr><tr><td>千港元</td><td>千港元</td><td>千港元</td><td>千港元</td><td>千港元</td><td>千港元</td></tr><tr><td>流動負債</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>貿易應付賬款及\n應付票據</td><td>22</td><td>81,691</td><td>89,501</td><td>120,354</td><td>113,621</td><td>–</td><td>–</td></tr><tr><td>其他應付款項及\n應計費用</td><td>22</td><td>51,931</td><td>81,356</td><td>73,501</td><td>91,101</td><td>13,590</td><td>14,196</td></tr><tr><td>應付一家中間控股\n公司款項</td><td>23</td><td>26,853</td><td>28,250</td><td>–</td><td>–</td><td>–</td><td>–</td></tr><tr><td>應付一名董事款項</td><td>23</td><td>–</td><td>–</td><td>33,483</td><td>33,204</td><td>–</td><td>–</td></tr><tr><td>應付同系附屬公司\n款項</td><td>23</td><td>61,699</td><td>52,177</td><td>316</td><td>–</td><td>–</td><td>–</td></tr><tr><td>應付附屬公司款項</td><td>17</td><td>–</td><td>–</td><td>–</td><td>–</td><td>9,909</td><td>12,162</td></tr><tr><td>應付股息</td><td>17</td><td>–</td><td>–</td><td>–</td><td>16,290</td><td>–</td><td>16,290</td></tr><tr><td>稅項負債</td><td></td><td>12,359</td><td>13,850</td><td>19,154</td><td>26,807</td><td>–</td><td>–</td></tr><tr><td>融資租賃責任</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>－一年內到期</td><td>24</td><td>236</td><td>171</td><td>–</td><td>–</td><td>–</td><td>–</td></tr><tr><td>銀行借款</td><td>25</td><td>186,450</td><td>193,449</td><td>285,520</td><td>273,279</td><td>–</td><td>–</td></tr><tr><td>財務擔保負債</td><td>32(i)</td><td>–</td><td>–</td><td>4,000</td><td>3,500</td><td>–</td><td>–</td></tr><tr><td></td><td></td><td>421,219</td><td>458,754</td><td>536,328</td><td>557,802</td><td>23,499</td><td>42,648</td></tr><tr><td>流動資產（負債）淨值</td><td></td><td>27,007</td><td>185,232</td><td>376,798</td><td>427,498</td><td>(17,974)</td><td>1,767</td></tr><tr><td>總資產減流動負債</td><td></td><td>298,014</td><td>481,967</td><td>436,095</td><td>485,958</td><td>48,753</td><td>68,494</td></tr></table>"
] |
[
"<table><tr><td rowspan=\"3\"></td><td rowspan=\"3\">附註</td><td colspan=\"4\">貴集團</td><td colspan=\"2\">貴公司</td></tr><tr><td>2010年</td><td>於6月30日 \n2011年</td><td>2012年</td><td>於2012年 \n9月30日</td><td>於2012年 \n6月30日</td><td>於2012年\n9月30日</td></tr><tr><td>千港元</td><td>千港元</td><td>千港元</td><td>千港元</td><td>千港元</td><td>千港元</td></tr><tr><td>資本及儲備</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>股本</td><td>26</td><td>–</td><td>–</td><td>100</td><td>100</td><td>100</td><td>100</td></tr><tr><td>儲備</td><td>17</td><td>277,069</td><td>452,015</td><td>377,019</td><td>420,375</td><td>48,653</td><td>68,394</td></tr><tr><td>貴公司擁有人應佔權益</td><td></td><td>277,069</td><td>452,015</td><td>377,119</td><td>420,475</td><td>48,753</td><td>68,494</td></tr><tr><td>非控股權益</td><td></td><td>12,458</td><td>16,413</td><td>37,829</td><td>39,451</td><td>–</td><td>–</td></tr><tr><td>權益總額</td><td></td><td>289,527</td><td>468,428</td><td>414,948</td><td>459,926</td><td>48,753</td><td>68,494</td></tr><tr><td>非流動負債</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>融資租賃責任\n－一年後到期</td><td>24</td><td>274</td><td>103</td><td>–</td><td>–</td><td>–</td><td>–</td></tr><tr><td>遞延稅項負債</td><td>27</td><td>8,213</td><td>13,436</td><td>21,147</td><td>26,032</td><td>–</td><td>–</td></tr><tr><td></td><td></td><td>8,487</td><td>13,539</td><td>21,147</td><td>26,032</td><td>–</td><td>–</td></tr><tr><td></td><td></td><td>298,014</td><td>481,967</td><td>436,095</td><td>485,958</td><td>48,753</td><td>68,494</td></tr></table>"
] |
[
[
0,
0
]
] |
11695155_98.pdf
|
11695155_99.pdf
|
en
|
[
"<table><tr><td rowspan=\"2\"></td><td rowspan=\"2\">Notes \n附註</td><td>2016 \n二零一六年</td><td>2015\n二零一五年</td></tr><tr><td>HK$’000 \n千港元</td><td>HK$’000\n千港元</td></tr><tr><td>Non-current assets 非流動資產</td><td></td><td></td><td></td></tr><tr><td>Plant and equipment 廠房及設備</td><td>19</td><td>4,391</td><td>15,291</td></tr><tr><td>Interests in associates 於聯營公司權益</td><td>22</td><td>6,129</td><td>28,807</td></tr><tr><td>Interests in joint ventures 於合營企業權益</td><td>23</td><td>212,525</td><td>221,623</td></tr><tr><td>Deposits paid 已付按金</td><td>21</td><td>–</td><td>20,000</td></tr><tr><td>Contingent consideration receivable 應收或然代價</td><td>24</td><td>–</td><td>4,731</td></tr><tr><td></td><td></td><td>223,045</td><td>290,452</td></tr><tr><td>Current assets 流動資產</td><td></td><td></td><td></td></tr><tr><td>Inventories 存貨</td><td>25</td><td>1,262</td><td>3,290</td></tr><tr><td>Trade and other receivables 貿易及其他應收款項</td><td>26</td><td>36,085</td><td>42,243</td></tr><tr><td>Deposits paid 已付按金</td><td>21</td><td>20,000</td><td>–</td></tr><tr><td>Held-for-trading investments 持作買賣投資</td><td>28</td><td>411</td><td>–</td></tr><tr><td>Bank balances and cash 銀行結餘及現金</td><td>29</td><td>2,388</td><td>2,547</td></tr><tr><td></td><td></td><td>60,146</td><td>48,080</td></tr><tr><td>Current liabilities 流動負債</td><td></td><td></td><td></td></tr><tr><td>Trade and other payables 貿易及其他應付款項</td><td>30</td><td>117,835</td><td>96,762</td></tr><tr><td>Other borrowings 其他借貸</td><td>31</td><td>70,500</td><td>69,200</td></tr><tr><td>Obligations under finance 融資租賃承擔</td><td></td><td></td><td></td></tr><tr><td>leases – current portion －即期部分</td><td>32</td><td>569</td><td>611</td></tr><tr><td>Convertible bonds 可換股債券</td><td>33</td><td>97,781</td><td>325,307</td></tr><tr><td>Derivative financial liability 衍生金融負債</td><td>27</td><td>–</td><td>17,785</td></tr><tr><td></td><td></td><td>286,685</td><td>509,665</td></tr><tr><td>Net current liabilities 流動負債淨額</td><td></td><td>(226,539)</td><td>(461,585)</td></tr><tr><td>Total assets less current liabilities 總資產減流動負債</td><td></td><td>(3,494)</td><td>(171,133)</td></tr><tr><td>Non-current liabilities 非流動負債</td><td></td><td></td><td></td></tr><tr><td>Obligations under finance 融資租賃承擔</td><td></td><td></td><td></td></tr><tr><td>leases – non-current portion －非即期部分</td><td>32</td><td>870</td><td>1,585</td></tr><tr><td>Promissory notes payable 應付承兌票據</td><td>34</td><td>–</td><td>18,925</td></tr><tr><td>Deferred income 遞延收入</td><td>40</td><td>–</td><td>127</td></tr><tr><td></td><td></td><td>870</td><td>20,637</td></tr><tr><td>Net liabilities 負債淨值</td><td></td><td>(4,364)</td><td>(191,770)</td></tr></table>"
] |
[
"<table><tr><td rowspan=\"2\"></td><td rowspan=\"2\">Notes \n附註</td><td>2016 \n二零一六年</td><td>2015\n二零一五年</td></tr><tr><td>HK$’000 \n千港元</td><td>HK$’000\n千港元</td></tr><tr><td>Cailpta and reserves 資本及儲備</td><td></td><td></td><td></td></tr><tr><td>Share cailpta 股本</td><td>35</td><td>52,836</td><td>5,284</td></tr><tr><td>Reserves 儲備</td><td></td><td>(54,642)</td><td>(195,659)</td></tr><tr><td>Equity attributable to owners 本公司擁有人應佔權益\nof the Company</td><td></td><td>(1,806)</td><td>(190,375)</td></tr><tr><td>Non-controlling interests 非控股權益</td><td></td><td>(2,558)</td><td>(1,395)</td></tr><tr><td>Total deficits 總虧絀</td><td></td><td>(4,364)</td><td>(191,770)</td></tr></table>",
"The consolidated financial statements on pages 96 to 238 were approved and authorised for issue by the board of directors on 27 March 2017 and are signed on its behalf by:",
"第96至238頁之綜合財務報表已於二零一七年三月二十七獲董事會批准及授權刊發，並由下列人士代表簽署︰",
"<table><tr><td>Yu Sau Lai \n余秀麗</td><td>Lam Raymond Shiu Cheung\n林兆昌</td></tr><tr><td>Director \n董事</td><td>Director\n董事</td></tr></table>"
] |
[
[
0,
0
]
] |
9307839_269.pdf
|
9307839_270.pdf
|
en
|
[
"# OVERVIEW",
"We are a diversified IPP in Asia in terms of fuel type and geography, with a portfolio of gas-fired, coal-fired, oil-fired, hydro, cogen and fuel cell power generation projects and a steam project in the PRC and Korea. As of April 30, 2014, our clean and renewable energy projects, namely gas-fired, hydro and fuel cell projects, accounted for approximately 51.6% of our attributable installed capacity, and our conventional power projects, namely coal fired, oil-fired and cogen projects, accounted for approximately 48.4% of our attributable installed capacity. For the four months ended April 30, 2014, our clean and renewable energy projects contributed 71.0% of our revenue and our conventional energy and steam projects contributed 29.0% of our revenue. In addition, on August 20, 2014 and September 15, 2014, we entered into separate Operation and Management Services Framework Agreements with CGN Energy and Huamei Holding, respectively, which outline the terms of the management services we provide to hydro (including pumped storage), coal-fired, cogen and wind power projects in which the CGN Energy and Huamei Holding have interests (including the Disposal Group).",
"As of April 30, 2014, we had 14 operating power generation projects with a consolidated installed capacity of 2,867.8 MW and an attributable installed capacity of 3,659.5 MW and one steam project in our portfolio. For the years ended December 31, 2011, 2012 and 2013 and for the four months ended April 30, 2014, our net electricity generated amounted to 5,618 GWh, 6,225 GWh, 7,116 GWh and 2,020 GWh, respectively. As of the Latest Practicable Date, one power generation project is under construction and is expected to contribute an additional attributable installed capacity of 18.0 MW to our power project portfolio by the end of 2014. In addition, our business includes providing management services to power projects owned by CGN. We provide management services to 23 operating power generation projects in which CGN Energy and Huamei Holding have interests with an attributable installed capacity of 5,831.6 MW, three of which are under expansion, which together with an additional four power generation projects that are either under construction or will commence construction, are expected to contribute an additional attributable installed capacity of 454.9 MW to projects under management between 2014 and 2018. We also provide management services to XTI, an investment holding company holding some of the above mentioned projects in which Huamei Holding has interests.",
"We focus on acquiring clean and renewable power generation projects while continuing our own greenfield and brownfield developments to deliver solid returns and create shareholder value. Positioned as CGN’s sole global platform for development and operation of non-nuclear clean and renewable power generation projects, we intend to selectively acquire clean and renewable power generation projects with solid returns from CGN with an aggregate installed capacity of 3.0 GW to 5.0 GW in several batches within the next four years by exercising our acquisition rights under the non-competition deed given by CGN in our favor. We intend to undertake the first batch of acquisition before the end of 2015 and other batches from 2015 to 2018, subject to compliance with applicable regulatory requirements and the Listing Rules. For additional details, see “Relationship with CGN Group” and “Business – Power Project Pipeline”.",
"For the years ended December 31, 2011, 2012 and 2013 and for the four months ended April 30, 2014, our revenue was U.S.\\$754.7 million U.S.\\$932.4 million, U.S.\\$1,037.3 million and U.S.\\$311.2 million, respectively, and our profit for the year/period attributable to the owner of our Company was U.S.\\$11.3 million, U.S.\\$29.0 million, U.S.\\$55.3 million and U.S.\\$15.8 million, respectively.",
"Since our Company’s establishment in 1995, we have grown significantly in the PRC and Korea and intend to continue this growth through additional development and acquisitions. Our pipeline comprises the proposed acquisition of a wind project in the PRC as well as clean and renewable energy"
] |
[
"projects for which we are currently in preliminary stages of negotiations. For details of our power projects in operation, under construction and in our pipeline, see “Business – Our Power Projects in Operation,” “Business – Our Power Projects in the PRC,” “Business – Our Power Projects in Korea,” “Business – Our Power Projects Under Construction/Expansion” and “Business – Power Project Pipeline”.",
"# KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION",
"Our results of operations, financial condition and future prospects have been and will continue to be, affected by a number of factors, including those set out below.",
"# Fuel costs and fuel supply",
"Our non-renewable energy power projects require supplies of coal, oil and gas as fuel. Fuel costs represent a significant portion of our operating expenses and the operating expenses of our associates. The amount of our fuel costs corresponded to 69.3%, 73.2%, 71.0% and 66.1% of our revenue for the years ended December 31, 2011, 2012 and 2013 and for the four months ended April 30, 2014, respectively, and 57.8%, 56.7%, 48.6% and 39.7% of the revenue of our associates for the years ended December 31, 2011, 2012 and 2013 and for the four months ended April 30, 2014, respectively. The extent to which our profit is ultimately affected by the cost of fuel depends on our ability to pass through fuel costs to our customers as set out under the relevant regulatory guidelines and the terms of our PPA for a particular project, as we currently do not hedge our exposure to fuel price fluctuations. Our fuel costs are also affected by the volume of electricity generated because the coal consumption rate of coal-fired and cogen power projects decrease when we generate more electricity as a result of economies of scale. In the PRC, government tariff regulations limit our ability to pass through changes in fuel costs. For a discussion of PRC tariff regulations, see “– Tariffs” and “Appendix V – Summary of Principal Legal and Regulatory Provisions in the PRC and Korea – PRC Regulatory Overview –Business Operation – On-grid tariffs” and “Appendix V – Summary of Principal Legal and Regulatory Provisions in the PRC and Korea”. In Korea, however, the Yulchon I Power Project PPA allows us to contractually incorporate fuel cost fluctuations in the tariff charged to our customer. See “Business –Our business – Offtake arrangements”. In addition, any shortage of fuel supply for a particular power project may decrease our utilization hours, and as a result, our net generation and results of operations.",
"The following table sets out the weighted average gas and standard coal and average oil prices applicable to our projects in the PRC and Korea, exclusive of VAT for the periods indicated:",
"<table><tr><td rowspan=\"2\"></td><td colspan=\"3\">For the year ended December 31,</td><td colspan=\"2\">For the four months\nended April 30,</td></tr><tr><td>2011</td><td>2012</td><td>2013</td><td>2013</td><td>2014</td></tr><tr><td>PRC weihdgte average gas price\n3((1)(2)(3)RMB perNm)........</td><td>1.786</td><td>1.859</td><td>1.861</td><td>1.813</td><td>2.048</td></tr><tr><td>PRC weihdgte average standard coal\nprice (RMB per ton)(1) ........</td><td>992</td><td>905</td><td>757</td><td>810</td><td>729</td></tr><tr><td>Korea weihdgte average gas price\n3((1)(4)KRW perNm)..........</td><td>723</td><td>802</td><td>797</td><td>807</td><td>864</td></tr><tr><td>Korea average oil price (KRW per\nLiter)(5) .................</td><td>1,345</td><td>1,640</td><td>1,499</td><td>1,535</td><td>1,456</td></tr></table>"
] |
[
[
5,
0
]
] |
20750690_742.pdf
|
20750690_743.pdf
|
en
|
[
"income tax rate (25%), except for the enterprises which enjoy preferential tax treatments. According to the Notice on Transition Preferential Treatment Policy Relating to Implementation of Enterprise Income Tax which become effective on January 1, 2008, for enterprises that originally enjoyed a preferential tax treatment with fixed periods of exemptions and reductions, such as “Two years of exemption, Three years of reduction by 50%” and “Five years of exemption, Five years of reduction by 50%”, they shall continue to enjoy these preferential treatments and terms under the original tax levy law, administrative regulations and regulations even upon implementation of the Enterprise Income Tax Law until the expiration of such treatments. However, for enterprises which have yet to see profits and hence been unable to enjoy the preferential tax treatment, the preferential period for them will start to calculate from the year 2008.",
"On April 11, 2008, the State Administration of Taxation issued a Notice on the Payment of Income Tax of Property Development Enterprises . This Notice stipulated that for the enterprises which prepay the income tax on quarterly or monthly basis according to their yearly profit, the profit will be calculated from the pre-sale income and adjusted based on the actual profit after the completion of the property.",
"# Business Tax",
"Under the PRC Interim Regulation on Business Tax of 1993, as amended in 2008, services in mainland China are subject to business tax. Taxable services include sale of real property in mainland China. Business tax rate is between 3% to 20% depending on the type of services provided. Sale of real properties and other improvements on the land attract a business tax at the rate of 5% of the turnover of the selling enterprise payable to the relevant local tax authorities.",
"Pursuant to the Notice of the SAT on Business Tax of the Land Use Right Reclaimed to the Land Owner issued on March 27, 2008 , when the land user returns the land use rights to the land owner, the business tax can be exempted.",
"On January 27, 2011, the Ministry of Finance and the State Administration of Taxation issued the Notice on Adjusting the Policy of Business Tax on Re-sale of Personal Residential Properties , which states that, business tax is imposed on the full amount of the sale income, upon the transfer a residence by an individual within five years from the purchase date. For the transfer of non-ordinary residence which is more than five years from the purchase date, the business tax is to be levied on the difference between the sale income and the purchase price. In the case of an ordinary residence, the business tax is exempted if that transfer occurs after five years from the purchase date. It also states that from January 27, 2011 Notice on Adjusting Policy of Business Tax on Re-sale of Personal Residential Properties issued on December 22, 2009 shall cease to be effective.",
"# Land Appreciation Tax",
"Under the PRC Interim Regulation on Land Appreciation Tax of 1993 and its implementing rules of 1995, LAT applies to both domestic and foreign investors in real properties"
] |
[
"in mainland China, irrespective of whether they are corporate entities or individuals. The tax is payable by a taxpayer on the appreciation value derived from the transfer of land use rights, buildings or other facilities on such land, after deducting the “deductible items” that include the following:",
"• payment made to acquire land use rights;",
"• costs and charges incurred in connection with land development;",
"• construction costs and charges in the case of newly constructed buildings and facilities;",
"• assessed value in the case of old buildings and facilities;",
"• taxes paid or payable in connection with the transfer of land use rights, buildings or other facilities on such land; and",
"• other items allowed by the Ministry of Finance.",
"The tax rate is progressive and ranges from 30% to 60% of the appreciation value as compared to the “deductible items” as follows:",
"<table><tr><td>Appreciation value</td><td>LAT rate</td></tr><tr><td>Portion not exceeding 50% of deductible items . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>30%</td></tr><tr><td>Portion over 50% but not more than 100% of deductible items . . . . . . . . . . . . . . . . . . .</td><td>40%</td></tr><tr><td>Portion over 100% but not more than 200% of deductible items . . . . . . . . . . . . . . . . . .</td><td>50%</td></tr><tr><td>Portion over 200% of deductible items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>60%</td></tr></table>",
"Exemption from LAT is available to the following cases:",
"• Taxpayers constructing ordinary residential properties for sale (i.e. the residences built in accordance with the local standard for general residential use, excluding deluxe apartments, villas, resorts etc.), where the appreciation amount does not exceed 20% of the sum of the deductible items;",
"• Real estate taken over and repossessed according to laws due to the construction requirements of the state;",
"• Due to redeployment of work or improvement of living standard, transfers by individuals of originally self-used residential properties, provided that the transferor has occupied the property as his or her residence for five years or longer and has obtained the relevant tax authority’s approvals.",
"According to the Notice on the Levy and Exemption of Land Appreciation Tax for Development and Transfer Contracts signed before January 1, 1994 issued by the Ministry of Finance and the State Administration of Taxation in January 1995, the LAT regulation does not apply to the following transfers of land use rights:",
"• real estate transfer contracts signed before January 1, 1994; and"
] |
[
[
7,
0
]
] |
9233537_41.pdf
|
9233537_42.pdf
|
en
|
[
"On the other hand, if revenue from our Connected Customers further increase, over-reliance on Connected Customers may affect our operational independency, as such Connected Customers, many of which are controlled by one or more of our Directors or Controlling Shareholders, may be able to exert excessive influence on us. For details, please see the section ‘‘Relationship with Controlling Shareholders’’.",
"# Labour shortages or increases in labour costs could harm our business, reduce our profitability and slow our growth.",
"Experienced professional staff and other labour are important for the operation of our businesses, and therefore, our success depends in part on our ability to attract, retain and motivate a sufficient number of qualified engineers, construction workers and the engagement of subcontractors for certain labour intensive works. Qualified individuals in the relevant industries are in short supply and competition for workers is intense.",
"Any future inability to recruit and retain qualified individuals may delay the completion of our works and could result in deduction of liquidated and ascertained damages from the contract sum payable to our Group. Any such delays could have a material adverse effect on our business and results of operations. In addition, competition for qualified construction workers could also require us to pay higher wages, which could result in higher labour costs. For example, in Macau, given that it only has a total population of slightly above half a million and there have been a large number of construction projects in recent years, the labour market in Macau has been tight and average labour costs in Macau have increased significantly.",
"Moreover, the minimum wage requirement in Hong Kong has increased and can continue to increase our labour costs in the future. The salary level of construction workers in Hong Kong has been increasing in the past several years. As for the PRC market, there was an increase in labour cost over the past few years and the average annual wage of employees in the PRC construction industry is expected to continue to increase in the coming years. Some of our revenues, in particular in the E&M Engineering Segment, are generated from agreements with terms over one year. Most of such agreements do not contain labour cost adjustment mechanism, and we may fail to anticipate or may be unable to transfer the full impact of the increase in labour cost to our customers in the relevant agreements with such mechanism. In such or other cases, we may not be able to increase our prices in order to pass these increased labour costs on to our customers for contracts without price adjustments, in which case our business and results of operations would be negatively affected.",
"# Any change or deterioration of our relationship with, and the performance of, ourj oint venture partners and third party service providers may have an adverse impact on our business operation and reputation.",
"For the operations of our E&M Engineering Segment, we often formj oint ventures with other companies in the E&M engineering industry to tender for and carry out the E&M engineering works in major construction projects. We also engage third-party service providers as our subcontractors to perform certain, generally more labour-intensive parts, of the E&M engineering works. Any change or deterioration of our relationship with, and the performance of, such third-parties may have adverse impact on our business operation and reputation",
"# . We are dependent on subcontractors, and in some projects our joint venture partners, to implement certain contracts.",
"We are dependent on subcontractors to implement certain contracts in our E&M Engineering Segment. As we generally do not sign any long term contracts with our major subcontractors, there is no assurance that they will be able to continue to provide services to our Group at prices acceptable to us or whether we can maintain our relationship with them in the future. In the event that any of the"
] |
[
"major subcontractors is unable to provide the required services to us and we are unable to obtain alternative providers on similar or more favourable terms, or if the costs for them to provide those required services increase substantially, our business, results of operations and profitability may be adversely affected.",
"For the E&M engineering works for major construction projects, we often formj oint ventures with other companies to tender for and carry out the E&M engineering works. There is no assurance that our existingj oint venture partners will continue to cooperate with us to continue to tender for and perform E&M engineering works for future projects, or on terms that are favourable or acceptable to us. If we are unable to cooperate with appropriatej oint venture partners, we may not have sufficient resources to participate in major construction projects, or if we are engaged in such projects as the sole contractor or a subcontractor, we will have to bear significant risks in relation to such projects.",
"We are not able to monitor the performance of our subcontractors or joint venture partners or their respective staff as directly and efficiently as with our own staff. If a subcontractor fails to provide services as required under a contract or aj oint venture partner fails to perform its responsibility as agreed, we may be required to procure other companies to perform these services on a delayed basis or at a higher price than anticipated, which could impact our profitability. If a subcontractor’s performance does not meet our standards or if aj oint venture partner’s performance does not meet the requirements which the relevant joint venture has agreed to, the quality of the project may be affected, which could harm our reputation and potentially expose us to litigation and damage claims. We may also need to undertake remedial works and therefore may increase our costs and adversely affect business and results of operations.",
"# . Responsibility for quality of services provided by third party service providers.",
"Under the terms of the contracts between our customers and us, we would not be relieved from any obligation or liability in respect of the performance of the third party service providers, and we would be responsible for the acts, defaults or neglects of them. We cannot assure you that the services rendered by any of our third party service providers will always be satisfactory or meet our customers’ quality and safety standards and timing requirement. If the performance of any third party service provider is not up to the standard required by our customers, we may need to replace such third party service provider or take other actions to remedy the situation, which could adversely affect the cost and progress of our projects and may have an adverse impact on our reputation and our ability to obtain new contracts.",
"# . We may incur potential liabilities arising from defaults of our third party service providers.",
"As the principal contractor, we may be liable to settle the outstanding wages of the employees of our third-party service providers, including self-employed ones, pursuant to the Employment Ordinance and liable to pay compensation to the injured employees of our third party service providers pursuant to the Employees’ Compensation Ordinance. Given the above, any defaults or neglects on the part of the third party service providers may also have an adverse impact on our profitability and financial conditions as we might be liable for any such defaults or neglects. Any of these factors could have a material adverse effect on our business, financial conditions and results of operations.",
"# . Potential competition with joint venture partners and subcontractors.",
"Small-scale third party service providers may expand their business operations by accumulating work experience, improving their financial strength and diversifying their scope of services over time. Such small-scale subcontractors may become sizable and achieve a market reputation in the future that may be comparable to us. Our joint venture partners, who may often be our direct competitors,"
] |
[
[
8,
0
]
] |
20793861_103.pdf
|
20793861_104.pdf
|
en
|
[
"For purposes of this Section 5, Executive acknowledges and agrees that Asbury conducts business in the Area and that the Area is a reasonable geographic limitation.",
"Notwithstanding anything to the contrary contained in this Agreement, Asbury hereby agrees that the foregoing covenant shall not be deemed breached as a result of the passive ownership by Executive of: (i) less than an aggregate of 5% of any class of stock of a business that competes with Asbury;or (ii) less than an aggregate of 10% in value of any instrument of indebtedness of a business that competes with Asbury. Asbury further agrees that nothing in this Section 5 prohibits Executive from accepting employment from, and performing services for, businesses engaged in the finance industry, and businesses engaged in the manufacturing and/or sale of automobile parts or the provision of automotive service, provided such businesses do not also engage in the retail of automobiles within the Area. By way of example, nothing in this Section 5 would prohibit Executive from working with such businesses as American General Finance, NAPA Auto Parts, or Goodyear.",
"Within one day of the end of Executive’s employment with Asbury for any reason, Executive agrees to re-confirm his commitment to the post-employment restrictive covenants in this Agreement. Executive further agrees that, as part of that re-confirmation, the term “Area” and Exhibit A hereto may be amended by Asbury, but only to the extent necessary to list the addresses of Asbury’s headquarters and any automotive dealerships that Asbury owns and/or operates as of the last day of Executive’s employment with Asbury.",
"# 6. Construction/Enforcement of Post-Employment Covenants",
"Executive agrees that the provisions of Sections 3, 4, and 5 are reasonable and properly required for the adequate protection of the business and the goodwill of Asbury. However, if a judicial determination is made that any of the provisions of Sections 3, 4 or 5 constitutes an unreasonable or otherwise unenforceable restriction against Executive, such provision(s) shall be modified or severed so as to permit enforcement of the provision(s) to the extent reasonable.",
"# 7. Violation of Post-Employment Covenants",
"Executive agrees that, in the event of a material breach by Executive of any Section of this Agreement, including Sections 3, 4, or 5, Asbury shall be entitled to: (i) inform all potential or new employers of such breach; (ii) cease payments and benefits that would otherwise be made pursuant to Section 1 above (and in lieu of such payments and benefits pay Executive five hundred dollars (\\$500.00)); (iii) obtain injunctive relief and damages, including reasonable attorney’s fees; and (iv) recover the amounts paid to Executive under this Agreement (other than the above-referenced \\$500.00) during any period of material breach by Executive. To the extent that Executive is determined through agreement or resolution of any pending claim to not have violated any covenant at issue, he shall receive any and all severance that has not been paid under the Agreement and/or which was recovered from Executive under this Section 7.",
"# GENERAL PROVISIONS",
"# A. Employment is At Will",
"Executive and Asbury acknowledge and agree that Executive is an “at will” employee, which means that either Executive or Asbury may terminate the employment relationship at any time, for any reason, with or without cause or notice, and that nothing in this Agreement shall be construed as an express or implied contract of employment.",
"# B. Execution of Release",
"Executive agrees that, as a condition to the receipt of the Severance Pay and other compensation and insurance benefits described in Section 1 above, Executive shall execute a release of all claims against Asbury (and its corporate parents, subsidiaries, franchisors, franchisees, management companies, divisions, and affiliates) and the past, present and future officers, directors, agents, officials, employees, insurers and attorneys of Asbury (and its corporate parents, subsidiaries, franchisors, franchisees, management companies, divisions, and affiliates) arising out of Executive’s employment or the end of his employment with Asbury, such release to not be revoked by Executive and to completely waive and release any claim of discrimination, harassment or wrongful discharge under local, state or federal law.",
"# C. Alternative Dispute Resolution",
"Any disputes arising under or in connection with this Agreement shall be resolved by binding arbitration before an arbitrator (who shall be an attorney with at least ten years’ experience in employment law) in the city where Executive was employed with Asbury and in accordance with the rules and procedures of the most recent employment rules of the American Arbitration"
] |
[
"Association. Each party may choose to retain legal counsel and shall pay its own attorneys’fees, regardless of the outcome of the arbitration. Executive may be required to pay a filing fee limited to the equivalent cost of filing in the court of jurisdiction. Asbury will pay the fees and costs of conducting the arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court of jurisdiction.",
"# D. Non-Disparagement",
"Executive agrees not to make any disclosures, issue any statements or otherwise cause to be disclosed any information which is designed, intended or might reasonably be anticipated to disparage Asbury, its officers or directors, its business, services, products, technologies and/or personnel. Nothing in this section is intended, nor shall be construed, to: (i) prohibit Executive from any communications to, or participation in any investigation or proceeding conducted by, any governmental agency with jurisdiction concerning the terms, conditions and privileges of employment or jurisdiction over Asbury’s business; (ii) interfere with, restrain, or prevent Executive’s communications regarding the terms and conditions of employment; or (iii) prevent Executive from otherwise engaging in any legally protected activity.",
"# E. Other Provisions",
"(a) This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of Executive and Asbury, including any successor to or assign of Asbury.",
"(b) Upon the end of Executive’s employment with Asbury for any reason, the provisions of this Agreement shall survive to the extent necessary to give effect to the provisions herein, including Sections 3, 4 and 5.",
"(c) The headings and captions are provided for reference and convenience only and shall not be considered part of this Agreement.",
"(d) Executive also covenants to reasonably cooperate with Asbury if Executive is needed as a witness in any litigation or legal matters involving Asbury.",
"(e) Any notice or other communication required or permitted to be delivered under this Agreement shall be (i) in writing, (ii) delivered personally, by nationally recognized overnight courier service or by certified or registered mail, first-class postage prepaid and return receipt requested, (iii) deemed to have been received on the date of delivery or on the third business day after mailing, and (iv) addressed as follows (or to such other address as the party entitled to notice shall later designate in accordance with these terms):",
"<table><tr><td>If to Asbury:</td><td>Asbury Automotive Group, Inc.\nc/o The Office of the General Counsel\n2905 Premiere Parkway, Suite 300\nDuluth, GA 30097</td></tr><tr><td>If to Executive:</td><td>To the most recent address of Executive set forth in the personnel records of Asbury.</td></tr></table>",
"(f) This Agreement supersedes any and all prior agreements between Asbury and Executive relating to payments upon Termination of employment or Severance Pay and may only be modified in a writing signed by Asbury and Executive.",
"(g) This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.",
"(h) All payments hereunder shall be subject to any required withholding of federal, state, local and foreign taxes pursuant to any applicable law or regulation.",
"(i) If any provision of this Agreement shall be held invalid or unenforceable, such holding shall not affect any other provisions, and this Agreement shall be construed and enforced as if such provisions had not been included. No provision of this Agreement shall be waived unless the waiver is agreed to in writing and signed by Executive and the Chief Human Resources Officer of Asbury. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time."
] |
[
[
13,
0
]
] |
8351178_575.pdf
|
8351178_576.pdf
|
en
|
[
"# APPENDIX I ACCOUNTANT’S REPORT",
"# II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION—continued",
"# 39 Related party transactions—continued",
"# (c) Year end balances with related parties—continued",
"All the balances with related parties above were unsecured and repayable within one year.",
"# (d) Loans to related parties",
"<table><tr><td rowspan=\"4\"></td><td colspan=\"3\">As of December 31,</td><td colspan=\"2\">As of March 31,</td></tr><tr><td>2015</td><td>2016</td><td>2017</td><td>2017</td><td>2018</td></tr><tr><td>RMB’000</td><td> RMB’000</td><td> RMB’000</td><td> RMB’000</td><td> RMB’000</td></tr><tr><td></td><td></td><td></td><td>(Unaudited)</td><td></td></tr><tr><td>Loans to associates:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>At theb eiignnng of the year ........................</td><td>— \n</td><td>76,463</td><td>74,329</td><td>74,329</td><td>62,143</td></tr><tr><td>Loans advanced ..................................</td><td>82,900</td><td>98,092</td><td>1,500</td><td>— \n</td><td>50,000</td></tr><tr><td>Loans repaid ....................................</td><td>(7,217)</td><td>(102,953)</td><td>(14,000)</td><td>(11,000)</td><td>(53,874)</td></tr><tr><td>Interest charged . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>887</td><td>5,732</td><td>3,481</td><td>894</td><td>771</td></tr><tr><td>Interest received ..................................</td><td>(107)</td><td>(3,947)</td><td>(1,845)</td><td>(507)</td><td>(773)</td></tr><tr><td>Currency translation differences . . . . . . . . . . . . . . . . . . . . .</td><td>— \n</td><td>942</td><td>(1,322)</td><td>(120)</td><td>— \n</td></tr><tr><td>At the end of the year/period ........................</td><td>76,463</td><td>74,329</td><td>62,143</td><td>63,596</td><td>58,267</td></tr></table>",
"# (e) Loans from related parties",
"<table><tr><td rowspan=\"4\"></td><td colspan=\"3\">As of December 31,</td><td colspan=\"2\">As of March 31,</td></tr><tr><td>2015</td><td>2016</td><td>2017</td><td>2017</td><td>2018</td></tr><tr><td>RMB’000</td><td> RMB’000</td><td> RMB’000</td><td> RMB’000</td><td> RMB’000</td></tr><tr><td></td><td></td><td></td><td>(Unaudited)</td><td></td></tr><tr><td>Loans from associates:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>At theb eiignnng of the year .......................</td><td>— \n</td><td>31,184</td><td>50,873</td><td>50,873</td><td>51,336</td></tr><tr><td>Loans received .................................</td><td>31,156</td><td>19,425</td><td>— \n</td><td>— \n</td><td>— \n</td></tr><tr><td>Loans repaid ...................................</td><td>— \n</td><td>— \n</td><td>— \n</td><td>— \n</td><td>(9,250)</td></tr><tr><td>Interest charged . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>28</td><td>264</td><td>463</td><td>116</td><td>159</td></tr><tr><td>Interestp aid ...................................</td><td>— \n</td><td>— \n</td><td>— \n</td><td>— \n</td><td>— \n</td></tr><tr><td>At the end of the year/period ......................</td><td>31,184</td><td>50,873</td><td>51,336</td><td>50,989</td><td>42,245</td></tr></table>",
"# (f) Key management compensation",
"<table><tr><td rowspan=\"4\"></td><td colspan=\"3\">Year ended December 31,</td><td colspan=\"2\">Three months ended\nMarch 31,</td></tr><tr><td>2015</td><td>2016</td><td>2017</td><td>2017</td><td>2018</td></tr><tr><td>RMB’000</td><td> RMB’000</td><td> RMB’000</td><td> RMB’000</td><td> RMB’000</td></tr><tr><td></td><td></td><td></td><td>(Unaudited)</td><td></td></tr><tr><td>Salaries .......................................</td><td>7,112</td><td>3,774</td><td>6,113</td><td>1,692</td><td>4,053</td></tr><tr><td>Discretionarby onuses ............................</td><td>1,577</td><td>3,572</td><td>9,550</td><td>960</td><td>— \n</td></tr><tr><td>Share-based compensation ........................</td><td>154,841</td><td>314,575</td><td>186,095</td><td>60,829</td><td>127,883</td></tr><tr><td>Emlpoyer’s contribution top ension schedule . . . . . . . . . .</td><td>428</td><td>825</td><td>1,067</td><td>145</td><td>188</td></tr><tr><td></td><td>163,958</td><td>322,746</td><td>202,825</td><td>63,626</td><td>132,124</td></tr></table>",
"# 40 Events after the reporting period",
"On June 17, 2018, pursuant to the shareholders’ resolution, each existing issued and unissued share of US\\$0.000025 each in the share capital of the Company were subdivided into 10 shares of US\\$0.0000025 each (“Share Subdivision”), following which the number of authorized shares of the"
] |
[
"# APPENDIX I ACCOUNTANT’S REPORT",
"# II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION—continued",
"# 40 Events after the reporting period—continued",
"Company became 6,883,856,790 Class A ordinary shares, 28,012,081,370 Class B ordinary shares, and 10,512,504,810 convertible redeemable preferred shares. The number of outstanding Class A ordinary shares and Class B ordinary shares became 6,695,187,720 and 3,741,581,500, respectively, the latter of which included the additional shares issued to Lei Jun on April 2, 2018 as detailed below.",
"On April 2, 2018, the Company issued 63,959,619 Class B ordinary shares (or 639,596,190 Class B ordinary shares following the Share Subdivision) at par value to Smart Mobile Holdings Limited, an entity whose interest is held on trust for the benefit of Lei Jun and his family members, to reward Lei Jun for his contribution to the Company. Accordingly, RMB9,827,157,000 was recognized as share-based compensation expenses on April 2, 2018 by the Group.",
"On March 29, 2018, iQIYI Inc. (“iQIYI”), an investment engaging in the provision of internet video streaming services in mainland China, for which the Group accounted as long-term investments measured at fair value through profit or loss, has undergone initial public offering by listing certain of its new ordinary shares on the Nasdaq Stock Exchange. The conversion of the preference shares in iQIYI owned by the Group into ordinary shares was completed on April 2, 2018, following which the Group reclassifies the investment in associate as accounted for using the equity method.",
"# III. Subsequent Financial Statements",
"No audited financial statements have been prepared by the Company or any of the companies now comprising the Group in respect of any period subsequent to March 31, 2018 and up to the date of this report.",
"Save as disclosed in this report, no dividend or distribution has been declared or made by the Company or any of the companies now comprising the Group in respect of any period subsequent to March 31, 2018."
] |
[
[
12,
0
]
] |
9277353_74.pdf
|
9277353_75.pdf
|
en
|
[
"<table><tr><td rowspan=\"4\"></td><td colspan=\"7\">Attributable to owners of the Company</td><td rowspan=\"2\">Non-\ncontrolling \ninterests</td><td rowspan=\"2\">Total \nequity</td></tr><tr><td>Share \ncapital</td><td>Share\npremium</td><td>Share \noption \nreserve</td><td>Revaluation \nreserve</td><td>Other \nreserve</td><td>Retained \nearnings</td><td>Total</td></tr><tr><td rowspan=\"2\">HK$’000 \n(note 29)</td><td rowspan=\"2\">HK$’000</td><td rowspan=\"2\">HK$’000 \n(note 30)</td><td rowspan=\"2\">HK$’000 \n(note 30)</td><td rowspan=\"2\">HK$’000 \n(note 30)</td><td rowspan=\"2\">HK$’000 \n(note 30)</td><td rowspan=\"2\">HK$’000</td><td rowspan=\"2\">HK$’000</td><td rowspan=\"2\">HK$’000</td></tr><tr><td>At 1 April 2020</td><td>4,060</td><td>110,371</td><td>4,100</td><td>–</td><td>36,311</td><td>19,791</td><td>174,633</td><td>–</td><td>174,633</td></tr><tr><td>Profit for the year</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td>16,124</td><td>16,124</td><td>(150)</td><td>15,974</td></tr><tr><td>Other comprehensive income:</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Net change in financial assets at fair \nvalue through other \ncomprehensive income</td><td>–</td><td>–</td><td>–</td><td>31</td><td>–</td><td>–</td><td>31</td><td>–</td><td>31</td></tr><tr><td>Total comprehensive income \nfor the year</td><td>–</td><td>–</td><td>–</td><td>31</td><td>–</td><td>16,124</td><td>16,155</td><td>(150)</td><td>16,005</td></tr><tr><td>Recognition of equity settled \nshare-based payment (note 31)</td><td>–</td><td>–</td><td>1,359</td><td>–</td><td>–</td><td>–</td><td>1,359</td><td>–</td><td>1,359</td></tr><tr><td>Lapse of share options</td><td>–</td><td>–</td><td>(385)</td><td>–</td><td>–</td><td>385</td><td>–</td><td>–</td><td>–</td></tr><tr><td>Dividends (note 12)</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td>(19,892)</td><td>(19,892)</td><td>–</td><td>(19,892)</td></tr><tr><td>Acquisition of subsidiaries (note 35)</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td>1,546</td><td>1,546</td></tr><tr><td>At 31 March 2021</td><td>4,060</td><td>110,371</td><td>5,074</td><td>31</td><td>36,311</td><td>16,408</td><td>172,255</td><td>1,396</td><td>173,651</td></tr></table>"
] |
[
"<table><tr><td rowspan=\"3\"></td><td colspan=\"5\">Attributable to owners of the Company</td><td rowspan=\"2\">Total \nequity</td></tr><tr><td>Share \ncapital</td><td>Share\npremium</td><td>Share \noption \nreserve</td><td>Other\nreserve</td><td>Retained \nearnings</td></tr><tr><td>HK$’000 \n(note 29)</td><td>HK$’000</td><td>HK$’000 \n(note 30)</td><td>HK$’000\n(note 30)</td><td>HK$’000 \n(note 30)</td><td>HK$’000</td></tr><tr><td>At 1 April 2019</td><td>398</td><td>–</td><td>730</td><td>35,913</td><td>21,788</td><td>58,829</td></tr><tr><td>Arising on reorganisation (note 29)</td><td>(398)</td><td>–</td><td>–</td><td>398</td><td>–</td><td>–</td></tr><tr><td>Capitalisation issue of shares \n(note 29)</td><td>3,280</td><td>(3,280)</td><td>–</td><td>–</td><td>–</td><td>–</td></tr><tr><td>Issue of shares under public offer and \nplacing (note 29)</td><td>720</td><td>120,240</td><td>–</td><td>–</td><td>–</td><td>120,960</td></tr><tr><td>Share issue expenses</td><td>–</td><td>(11,728)</td><td>–</td><td>–</td><td>–</td><td>(11,728)</td></tr><tr><td>Profit and total comprehensive \nincome for the year</td><td>–</td><td>–</td><td>–</td><td>–</td><td>14,150</td><td>14,150</td></tr><tr><td>Exercise of share options \n(notes 29 and 31)</td><td>60</td><td>5,139</td><td>(1,622)</td><td>–</td><td>–</td><td>3,577</td></tr><tr><td>Recognition of equity settled share-\nbased payments (note 31)</td><td>–</td><td>–</td><td>4,992</td><td>–</td><td>–</td><td>4,992</td></tr><tr><td>Dividends (note 12)</td><td>–</td><td>–</td><td>–</td><td>–</td><td>(16,147)</td><td>(16,147)</td></tr><tr><td>At 31 March 2020</td><td>4,060</td><td>110,371</td><td>4,100</td><td>36,311</td><td>19,791</td><td>174,633</td></tr></table>"
] |
[
[
0,
0
]
] |
20752649_5.pdf
|
20752649_6.pdf
|
en
|
[
"of force constants.",
"There exists Wigner theorem [23] about group-theoretical classification of the linear nor-mal modes. According to this theorem, the modes are classified by irreducible representations (irreps) of the symmetry group \\( G _ { 0 } \\) of the system in equilibrium. In this way, we can introduce the basis \\( \\Phi = \\{ \\phi _ { j } | j = 1 . . N \\} \\) in the space of all possible atomic displacements, constituted by the complete set of basis vectors of the irreps entering into the mechanical representation of the considered system. Therefore, any vibrational regime \\( \\mathbf { X } ( t ) = \\{ x _ { 1 } ( t ) , x _ { 2 } ( t ) , \\ldots , x _ { n } ( t ) \\} \\) in this system can be decomposed into the above basis with coefficients depending on time t:",
"\\[ \\mathbf { X } ( t ) = \\sum _ { j = 1 } ^ { N } c _ { j } ( t ) \\phi _ { j } \\equiv ( C ( t ) , \\Phi ) . \\eqno ( 3 ) \\]",
"In this equation, each term \\( c _ { j } ( t ) \\phi _ { j } \\) can be considered as nonlinear normal mode according to the definition (1). Indeed, the vector multiplier \\( \\phi _ { j } \\) determines the displacement pattern of all atoms, i.e. the space structure of NNM, while \\( c _ { j } ( t ) \\) determines time-evolution of the mode. However, for brevity, we often use the term nonlinear normal mode (or vibrational mode) individually for \\( \\phi _ { j } \\), as well as for \\( c _ { j } ( t ) \\).",
"The basis vectors \\( \\phi _ { j } \\) correspond to different irreps \\( \\Gamma _ { n } \\) of the group \\( G _ { 0 } \\) and, therefore, the displacement vector X(t) in (3) can be written as the sum of contributions associated with individual representations of the equilibrium symmetry group \\( G _ { 0 } \\):",
"\\[ \\mathbf { X } ( t ) = \\sum ( \\mathbf { C } _ { n } ( t ) , \\Phi [ \\Gamma _ { n } ] ) . \\eqno ( 4 ) \\]",
"Here, \\( \\Phi [ \\Gamma _ { n } ] \\) is the set of basis vectors of the irrep \\( \\Gamma _ { n } \\).",
"According to Wigner theorem, the small vibrations of the molecule associated with the different irreducible representations \\( \\Gamma _ { n } \\) are independent from each other. It means that if one excite (by using the appropriate initial conditions when solving linear differential equations) a dynamical regime X(t) corresponding to a given irrep \\( \\Gamma _ { n } \\), this regime can never leads to excitation of the modes belonging to another irreps in the decomposition (4). Therefore, one can ask: “What will happen if we consider large and, therefore, nonlinear vibrations of the molecule?” The theory of the bushes of nonlinear normal modes starts from this question.",
"The answer was given in Ref. [6] (see also [8], devoted to discussion of the bush theory). It turns out that there exist certain selection rules for excitation transfer from one mode to another. These rules are originate from some group-theoretical restrictions which can be written as a certain system of linear algebraic equations [6]. In particular, one can deduce from this system that excitation from the mode with the given symmetry group G can"
] |
[
"transfer only to those nonlinear normal modes whose own symmetry is higher or equal to G. The above selection rules lead to possibility for existence of bushes of NNMs.",
"Each bush represents a set of NNMs that conserves the energy of initial excitation until it loses stability because of the phenomenon similar to the parametric resonance with some modes outside a given bush. This phenomenon occurs if amplitudes of some bush modes attain sufficiently large values (see details in [8, 10]).",
"Every bush possesses its own symmetry that is determined by intersection of all symmetry groups of its modes. As was already mentioned, when the given bush loses stability, it transforms into another bush with lower symmetry and with higher dimension.",
"Let us consider the simplest bushes for nonlinear vibrations of \\( S F _ { 6 } \\) molecule using some results obtained in [14]. In the equilibrium state, depicted in Fig. 1, the molecule \\( S F _ { 6 } \\) possesses point symmetry group \\( G _ { 0 } = O _ { h } \\). All vibrational modes for this molecule, classified by irreps of the group \\( O _ { h } \\), can be found in Table. 3 in [14] [three translational modes must be excluded since the central atom (S) is supposed to be immovable].",
"For the present consideration, we need explicit forms of the displacement patterns of NNMs \\( \\phi _ { 1 } \\), \\( \\phi _ { 2 } \\), \\( \\phi _ { 3 } \\), corresponding to one-dimensional irrep \\( \\Gamma _ { 1 } \\), two-dimensional irrep \\( \\Gamma _ { 5 } \\) and three-dimensional irreps \\( \\Gamma _ { 1 0 } \\). These displacement patterns are given in Table I.",
"TABLE I. Displacement patterns of the NNMs in \\( S F _ { 6 } \\) molecule",
"<table><tr><td>Irrep</td><td>NNM</td><td>Pattern</td></tr><tr><td>Γ1</td><td>\\( \\phi _ { 1 } \\)</td><td>1 \\( { \\underset { 6 } { = } } ( 0 , 0 , - 1 | - 1 , 0 , \\) 0|0, −1, 0|1, 0, 0|0, 1, 0|0, 0, 1|)√</td></tr><tr><td>Γ5</td><td>\\( \\phi _ { 2 } \\)</td><td>\\( \\begin{array} { r } { \\frac { 1 } { \\sqrt { 1 2 } } ( 0 , 0 , 2 | - 1 , 0 , 0 | 0 , - 1 , 0 | 1 , 0 , 0 | 0 , 1 , 0 | 0 , 0 , - 2 | ) } \\end{array} \\))</td></tr><tr><td>Γ10</td><td>\\( \\phi _ { 3 } \\)</td><td>\\( \\begin{array} { r } { \\frac { 1 } { \\sqrt { 1 2 } } ( 0 , 0 , - 2 | 0 , 0 , 1 | 0 , 0 , 1 | 0 , 0 , 1 | 0 , 0 , 1 | 0 , 0 , - 2 | } \\end{array} \\))</td></tr></table>",
"In this table, for each fluorine atom, according to the numbering in Fig. 1, we point out three coordinates \\( x , y , z \\), which determines displacement of the nucleus of this atom from the equilibrium position. One can see from Table 1 that the molecule shape in the vibrational regime, corresponding to the mode \\( \\phi _ { 1 } \\) represents, at any moment t, the regular octahedron. Its size vibrates in time becoming larger or lesser in comparison with the octahedron corresponding to the equilibrium state. This NNM is called “breathing” mode. It represents one-dimensional bush with symmetry group \\( O _ { h } \\). The symmetry group of the breathing mode, \\( O _ { h } , \\), is higher than that of each other vibrational mode and, therefore, according to the above mentioned selection rules, the excitation from this mode cannot"
] |
[
[
8,
0
]
] |
20756661_5.pdf
|
20756661_6.pdf
|
en
|
[
"\\( \\langle { e ^ { \\prime } , \\langle { v , z } \\rangle } \\rangle \\), \\( e p o c h ( z ) = e ^ { \\prime } \\), and z succeeds all zxid values previously broadcast in \\( e ^ { \\prime } \\).",
"Step \\( \\ell . \\).3.2: Upon receiving acknowledgments from a quo-rum of followers to a given proposal \\( \\langle { e ^ { \\prime } , \\langle { v , z } \\rangle } \\rangle \\), the leader sends a commit \\( C O M M T ( e ^ { \\prime } , \\langle v , z \\rangle ) \\) to all follow-ers.",
"Step \\( f \\).3.1: Follower f initially invokes \\( r e a d y ( e ^ { \\prime } ) \\) if it is leading.",
"Step \\( f \\).3.2: Follower f accepts proposals from \\( \\ell \\) following reception order and appends them to \\( h _ { f } \\) .",
"Step \\( f \\).3.3: Follower f commits a transaction \\( \\langle v , z \\rangle \\) by invoking \\( a b d e l i \\nu e r ( \\langle v , z \\rangle ) \\) once it receives \\( C O M M T ( e ^ { \\prime } , \\langle v , z \\rangle ) \\) and it has committed all transactions \\( \\langle v ^ { \\prime } , z ^ { \\prime } \\rangle \\) such that \\( \\langle v ^ { \\prime } , z ^ { \\prime } \\rangle \\in h _ { f } \\) , \\( z ^ { \\prime } \\prec _ { z } z \\).",
"Step \\( \\ell . \\).3.3: Upon receiving a CEPOCH(e) message from follower f while in Phase 3, leader \\( \\ell \\) proposes back \\( N E W E P O C H ( e ^ { \\prime } ) \\) and \\( N E W L E A D E R ( e ^ { \\prime } , I _ { e ^ { \\prime } } \\circ \\beta _ { e ^ { \\prime } } ) \\).",
"Step \\( \\ell \\).3.4: Upon receiving an acknowledgement from f of the \\( N E W L E A D E R ( e ^ { \\prime } , I _ { e ^ { \\prime } } \\circ \\beta _ { e ^ { \\prime } } ) \\) proposal, it sends a commit message to f. Leader \\( \\ell \\) also makes \\( Q \\leftarrow Q \\cup \\{ f \\} \\).",
"✷",
"Note that a realization of this protocol does not re-quire sending complete histories with \\( A C K – E ( f . a , h _ { f } ) \\) and \\( N E W L E A D E R ( e ^ { \\prime } , I _ { e ^ { \\prime } } ) \\), only the last transaction identifier in the history followed by missing transactions. It is also possible to omit values in acknowledgements and commit messages in Phase 3 to reduce the size of messages.",
"The following section discusses the Zab protocol in more detail along with some implementation aspects.",
"# V. ZAB IN DETAIL",
"In our implementation of Zab, a Zab process can be looking for a leader (ELECTION state), following (FOLLOWING state), or leading (LEADING state). When a process starts, it enters the ELECTION state. While in this state the process tries to elect a new leader or become a leader. If the process finds an elected leader, it moves to the FOLLOWING state and begins to follow the leader. Processes in the FOLLOWING state are followers. If the process is elected leader, it moves to the LEADING state and becomes the leader. Given that a pro-cess that leads also follows, states LEADING and FOLLOW-ING are not exclusive. A follower transitions to ELECTION if it detects that the leader has failed or relinquished leadership, while a leader transitions to ELECTION once it observes that it no longer has a quorum of followers supporting its leadership.",
"The basic delivery protocol is similar in spirit to two phase commit [16] without aborts. The primary picks values to broadcast in FIFO order and creates a transaction \\( \\langle v , z \\rangle \\). Upon receiving a request to broadcast a transaction, a leader pro-poses \\( \\langle e , \\langle v , z \\rangle \\rangle \\) following the order of zxid of the transactions. The followers accept the proposal and acknowledge by sending an \\( A C K ( e , \\langle v , z \\rangle ) \\) back to the leader. Note that a follower does not send the acknowledgment back until it writes the proposal to local stable storage. When a quorum of processes have accepted the proposal, the leader issues a \\( C O M M I T ( e , \\langle v , z \\rangle ) \\). When a process receives a commit message for a proposal \\( \\langle e , \\langle v , z \\rangle \\rangle \\), the process delivers all undelivered proposals with zxid \\( z ^ { \\prime } \\), \\( z ^ { \\prime } \\prec _ { z } z \\).",
"Co-locating the leader and the primary on the same process has practical advantages. The primary-backup scheme we use requires that at most one process at a time is able to generate updates that can be incorporated into the service state. A primary propagates state updates using Zab, which in turn requires a leader to initiate proposals. Leader and primary correspond to different functionality, but they share a common requirement: election. By co-locating them, we do not need separate elections for primary and leader. Also important is the fact that calls to broadcast transactions are local when they are co-located. We consequently co-locate leader and primary.",
"# A. Establishing a new leader",
"Leader election occurs in two stages. First, we run a leader election algorithm that outputs a new process as the leader. We can use any protocol that, with high probability, chooses a process that is up and that a quorum of processes selects. This property can be fulfilled by an \\( \\Omega \\) failure detector [17].",
"Figure 5 shows the events for both the leader and followers when establishing a new leader. An elected leader does not become established for a given epoch e until it completes Phase 2, in which it successfully achieves consensus on the proposal history and on itself as the leader of e. We define a established leader and a established epoch as follows:",
"Definition V.1. (Established leader) A leader \\( \\ell _ { e } \\) is estab-lished for epoch e if the \\( N E W L E A D E R ( e , I _ { e } ) \\) proposal of \\( \\ell _ { e } \\) is accepted by a quorum Q of followers.",
"Definition V.2. (Established epoch) An epoch e is established if there is an established leader for e.",
"Once a process determines that it is a prospective leader by inspecting the output of the leader election algorithm, it starts a new iteration in Phase 1. It initially collects the latest epoch of a quorum of followers Q, proposes a later epoch, and collects the latest epoch and highest zxid of each of the followers in Q. The leader completes Phase 1 once it selects the history from a follower f with latest epoch and highest zxid in a \\( A C K { - } E ( f . a , h _ { f } ) \\). These steps are necessary to guarantee that once the prospective leader completes Phase 1, none of the followers in Q accept proposals from earlier epochs. Given that the history of a follower can be arbitrarily long, it is not efficient to send the entire history in a \\( A C K { - } E ( f . a , h _ { f } ) \\). The last zxid of a follower is sufficient for the prospective leader to determine if it needs to copy transactions from any given follower, and only copies missing transactions.",
"In Phase 2, the leader proposes itself as the leader of the new epoch and sends a \\( N E W L E A D E R ( e , I _ { e } ) \\) proposal, which contains the initial history of the new epoch. As with \\( A C K – E ( f . a , h _ { f } ) \\), it is not necessary to send the complete initial history, but instead only the transactions missing. A leader becomes established once it receives the acknowledgments to the new leader proposal from a quorum of followers, at which point it commits the new proposal. Followers deliver"
] |
[
"Fig. 5. Zab protocol summary",
"the initial history and complete Phase 2 once they receive a commit message for the new leader proposal.",
"One interesting optimization is to use a leader election primitive that selects a leader that has the latest epoch and has accepted the transaction with highest zxid among a quorum of processes. Such a leader provides directly the initial history of the new epoch.",
"# B. Leading",
"A leader proposes operations by queuing them to all con-nected followers. To achieve high throughput and low latency, the leader has a steady stream of proposals to the followers. By the channel properties, we guarantee that followers receive proposals in order. In our implementation, we use TCP connec-tions to exchange messages between processes. If a connection to a given follower closes, then the proposals queued to the connection are discarded and the leader considers the corresponding follower down.",
"Detecting crashes through connections closing was not a suitable choice for us. Timeout values for a connection can be of minutes or even hours, depending on the operating system configuration and the state of the connection. To mutually detect crashes in a fine-grained and convenient manner, avoiding operating system reconfiguration, leader and followers exchange periodic heartbeats. If the leader does not receive heartbeats from a quorum of followers within a timeout interval, the leader renounces leadership of the epoch, and transitions to the ELECTION state. Once it elects a leader, it starts a new iteration of the algorithm, and starts a new iteration of the protocol proceeding to Phase 1.",
"# C. Following",
"When a follower emerges from leader election, it connects to the leader. To support a leader, a follower f acknowledges its new epoch proposal, and it only does so if the new epoch proposed is later than f.p. A follower only follows one leader at a time and stays connected to a leader as long as it receives heartbeats within a timeout interval. If there is an interval with no heartbeat or the TCP connection closes, the follower abandons the leader, transitions to ELECTION and proceeds to Phase 1 of the algorithm.",
"Figure 5 shows the protocol a follower executes to support a leader. The follower sends its current epoch f.a in a current epoch message (CEPOCH(f.a)) to the leader. The leader sends a new epoch proposal (NEWEPOCH(e)) once it receives a current epoch message from a quorum Q of followers. The new proposed epoch e must be greater than the current epoch of any follower in Q. A follower acknowledges the new epoch proposal with its latest epoch and highest zxid, which the leader uses to select the initial history for the new epoch.",
"In Phase 2, a follower acknowledges the new leader pro-posal \\( ( N E W L E A D E R ( e , I _ { e } ) \\)) by setting its \\( f , G \\) value to e and accepting the transactions in the initial history. Note that once a follower accepts a new epoch proposal for an epoch e, it does not send an acknowledgement for any other new epoch proposal for the same epoch e. This property guarantees that no two processes can become established leaders for the same epoch e. Once it receives a commit message from the leader for the new leader proposal, the follower completes Phase 2 and proceeds to Phase 3. In Phase 3, the follower receives new proposals from the leader. A follower adds new proposals to its history and acknowledges them. It delivers these proposals when it receives commit messages from the leader.",
"Note that a follower and a leader follow the recovery protocol both when a new leader is emerging and when a follower connects to an established leader. If the leader is already established, the \\( N E W L E A D E R ( e , I _ { e } ) \\) proposal has already been committed so any acknowledgements for the \\( N E W L E A D E R ( e , I _ { e } ) \\) proposal are ignored.",
"# D. Liveness",
"Zab requires the presence of a leader to propose and commit operations. To sustain leadership, a leader process \\( \\ell \\) needs to be able to send messages to and receive messages from followers. In fact, process \\( \\ell \\) requires that a quorum of followers are up and select \\( \\ell \\) as their leader to maintain its leadership. This requirement follows closely the properties"
] |
[
[
20,
1
]
] |
11783128_12.pdf
|
11783128_13.pdf
|
en
|
[
"a vendor releases a security patch it can take months, or even years, before 90 to 95 percent of the vulnerable computers are fixed.",
"Internet users have relied heavily on the ability of the Internet community as a whole to react quickly enough to security attacks to ensure that damage is minimized and attacks are quickly defeated. Today, however, it is clear that we are reaching the limits of effectiveness of our reactive solutions. While individual response organizations are all working hard to streamline and automate their procedures, the number of vulnerabilities in commercial soft-ware products is now at a level where it is virtually impossible for any but the best-resourced organizations to keep up with the vulnerability fixes.",
"There is little evidence of improvement in the security of most products;many software developers do not understand the lessons learned about the causes of vulnerabilities or apply adequate mitigation strategies. This is evi-denced by the fact that the CERT/CC continues to see the same types of vul-nerabilities in newer versions of products that we saw in earlier versions.",
"These factors, taken together, indicate that we can expect many attacks to cause significant economic losses and service disruptions within even the best response times that we can realistically hope to achieve.",
"Aggressive, coordinated response continues to be necessary, but we must also build more secure systems that are not as easily compromised.",
"# ■ About Secure Coding in C and C++",
"Secure Coding in C and C++ addresses fundamental programming errors in C and C++ that have led to the most common, dangerous, and disruptive soft-ware vulnerabilities recorded since CERT was founded in 1988. This book does an excellent job of providing both an in-depth engineering analysis of programming errors that have led to these vulnerabilities and mitigation strategies that can be effectively and pragmatically applied to reduce or elimi-nate the risk of exploitation.",
"I have worked with Robert since he first joined the SEI in April, 1987. Robert is a skilled and knowledgeable software engineer who has proven him-self adept at detailed software vulnerability analysis and in communicating his observations and discoveries. As a result, this book provides a meticulous treatment of the most common problems faced by software developers and provides practical solutions. Robert’s extensive background in software devel-opment has also made him sensitive to trade-offs in performance, usability, and other quality attributes that must be balanced when developing secure"
] |
[
"code. In addition to Robert’s abilities, this book also represents the knowledge collected and distilled by CERT operations and the exceptional work of the CERT/CC vulnerability analysis team, the CERT operations staff, and the edi-torial and support staff of the Software Engineering Institute.",
"— Richard D. Pethia",
"CERT Director"
] |
[
[
7,
0
]
] |
20780840_71.pdf
|
20780840_72.pdf
|
en
|
[
"The following table summarizes the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities:",
"<table><tr><td rowspan=\"2\"></td><td colspan=\"2\">As of August 31,</td></tr><tr><td>2018</td><td>2017</td></tr><tr><td>Deferred tax assets:</td><td></td><td></td></tr><tr><td>Allowance for doubtful accounts</td><td>$ 154</td><td>$ 228</td></tr><tr><td>Inventories</td><td>982</td><td>1,462</td></tr><tr><td>Accruals</td><td>584</td><td>800</td></tr><tr><td>Warranty reserve</td><td>50</td><td>120</td></tr><tr><td>Pension accrual</td><td>2,567</td><td>5,078</td></tr><tr><td>Deferred compensation</td><td>260</td><td>358</td></tr><tr><td>Deferred revenue</td><td>—</td><td>334</td></tr><tr><td>Foreign currency loss on previously taxed income</td><td>96</td><td>—</td></tr><tr><td>Loan finance costs</td><td>27</td><td>27</td></tr><tr><td>Restricted stock grants</td><td>547</td><td>792</td></tr><tr><td>Non-qualified stock options</td><td>94</td><td>26</td></tr><tr><td>Other</td><td>296</td><td>280</td></tr><tr><td></td><td>5,657</td><td>9,505</td></tr><tr><td>Deferred tax liabilities:</td><td></td><td></td></tr><tr><td>Prepaid liabilities</td><td>(25)</td><td>(29)</td></tr><tr><td>Unrepatriated earnings</td><td>—</td><td>(2,298)</td></tr><tr><td>Unrealized gain/loss on restricted investments</td><td>(112)</td><td>(177)</td></tr><tr><td>Depreciation and amortization</td><td>(4,173)</td><td>(5,362)</td></tr><tr><td>Other</td><td>—</td><td>(25)</td></tr><tr><td></td><td>(4,310)</td><td>(7,891)</td></tr><tr><td>Net deferred tax assets (liabilities)</td><td>$ 1,347</td><td>$ 1,614</td></tr></table>",
"During fiscal 2018, the Company recorded a transition tax adjustment associated with its accumulated unrepatriated foreign earnings reducing long-term deferred tax liabilities by \\$2,298 and increasing short- and long-term accrued income taxes by \\$153 and \\$1,766, respectively. Consistent to prior to the passage of the Tax Act, we do not currently take the position that undistributed foreign subsidiaries’ earnings are considered to be permanently reinvested.",
"A summary of the Company’s adjustments to its uncertain tax positions in fiscal years ended August 31, 2018, 2017 and 2016 are as follows:",
"<table><tr><td></td><td>2018</td><td>2017</td><td>2016</td></tr><tr><td>Balance, at beignninfg o the year</td><td>$ 1,257</td><td>$ 1,229</td><td>$ 1,249</td></tr><tr><td>Increase for tax positions related to the current year</td><td>47</td><td>65</td><td>37</td></tr><tr><td>Increase for tax positions related to prior years</td><td>595</td><td>16</td><td>98</td></tr><tr><td>Increase for interest and penalties</td><td>71</td><td>6</td><td>102</td></tr><tr><td>Decreases for lapses of statute of limitations</td><td>(81)</td><td>(59)</td><td>(257)</td></tr><tr><td>Balance, at end of year</td><td>$ 1,889</td><td>$ 1,257</td><td>$ 1,229</td></tr></table>",
"The unrecognized tax benefits mentioned above include an aggregate of \\$751 of accrued interest and penalty balances related to uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. An increase in accrued interest and penalty charges of approximately \\$71, net of Federal tax expense, was recorded as a tax expense during the current fiscal year. The Company does not anticipate that its accrual for uncertain tax positions will change by a material amount over the next twelve-month period, as it does not"
] |
[
"expect to settle any potential disputed items with the appropriate taxing authorities nor does it expect the statute of limitations to expire for any items.",
"The Company is subject to U.S. Federal income tax, as well as to income tax of multiple state, local and foreign tax jurisdictions. The statute of limitations for all material U.S. Federal, state, and local tax filings remains open for fiscal years subsequent to 2014. For foreign jurisdictions, the statute of limitations remains open in the U.K. for fiscal years subsequent to 2014 and in France for fiscal years subsequent to 2017.",
"# Note 8—Operating Leases",
"The Company is obligated under various operating leases, primarily for real property and equipment. Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of August 31, 2018, are as follows:",
"<table><tr><td>Year ending August 31,</td><td>Future Operating \nLease Payments</td></tr><tr><td>2019</td><td>$ 2,144</td></tr><tr><td>2020</td><td>2,054</td></tr><tr><td>2021</td><td>1,865</td></tr><tr><td>2022</td><td>1,284</td></tr><tr><td>2023</td><td>1,128</td></tr><tr><td>2024 and thereafter</td><td>3,302</td></tr><tr><td>Total future minimum lease payments</td><td>$ 11,777</td></tr></table>",
"Total rental expense for all operating leases amounted to \\$3,114, \\$2,516 and \\$1,631 for the years ended August 31, 2018, 2017 and 2016, respectively.",
"# Note 9—Benefits and Pension Plans",
"# 401(k) Plans",
"The Company has a defined contribution plan adopted pursuant to section 401(k) of the Internal Revenue Code of 1986 (the “Chase 401(k) Plan”). Any qualified employee who has attained age 21 and has been employed by the Company for at least six months may contribute a portion of his or her salary to the plan and the Company will match 100% of the first one percent of salary contributed and 50% thereafter, up to an amount equal to three and one-half percent of such employee’s annual salary.",
"Through our wholly-owned subsidiary NEPTCO, the Company has two additional 401(k) savings plans, one for union employees and one for nonunion employees (the nonunion plan was merged into the Chase 401(k) Plan effective January 1, 2018). Under these plans, substantially all employees of NEPTCO are eligible to participate by making pre-tax contributions to these plans. Participants may elect to defer between 1% and 10% of their annual compensation. The Company may contribute \\$0.75 for each \\$1.00 of participant deferrals up to 6% of the non-union participant’s compensation. The Company may match union employee contributions by \\$0.50 for each \\$1.00 of participant deferrals up to 6% of the participant’s compensation.",
"The Company’s contribution expense for all 401(k) plans was \\$702, \\$519 and \\$571 for the years ended August 31, 2018, 2017 and 2016, respectively."
] |
[
[
5,
0
]
] |
2180600_59.pdf
|
2180600_60.pdf
|
en
|
[
"TO THE MEMBERS OF",
"XINCHEN CHINA POWER HOLDINGS LIMITED",
"(incorporated in the Cayman Islands with limited liability)",
"# OPINION",
"We have audited the accompanying consolidated financial statements of Xinchen China Power Holdings Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”) set out on pages 62 to 124, which comprise the consolidated statement of financial position as at 31 December 2017 and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information.",
"In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2017, and of its consolidated financial performance and consolidated cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance (“CO”).",
"# BASIS FOR OPINION",
"We conducted our audit in accordance with Hong Kong Standards on Auditing (“HKSAs”) issued by the HKICPA. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the HKICPA’s Code of Ethics for Professional Accountants (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.",
"# KEY AUDIT MATTERS",
"Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.",
"<table><tr><td>Key audit matter</td><td>How our audit addressed the key audit matter</td></tr><tr><td>Impairment of intanibltge asses</td><td></td></tr><tr><td>At 31 December 2017, the Group had significant intaniblge assets\namounted to Renminbi (“RMB”) 590,478,000 which arose from\ncaitalisation of development costs of technical kpnow-how of new\nautomotive enines and are amortised based on unit ofg production\nby reference to the expected saleable units of respective automotive\nenignes.\nRecoverabilitly of these intanibbge assets is ased on the forecasting\nsaleable units, which are inherentlhy hilgy judgmental.\nThe key estimate made by the management included the expected\nsaleable units of respective automotive enignes.\nManagement’s disclosures with regard to the estimation are\ncontained in Note 4 to the consolidated financial statements, whilst\nthe disclosures in respect of the carriyng value of intaniblge assets\nare set out in Note 17 to the consolidated financial statements.</td><td>Our procedures in relation to assessment of the carriyng value of\nintaniblge assets with imiparment indicator included:\n• Discussing with the management and understanding the\nmanagement’s basis of estimation of saleable units;\n• Understanding the management process over the regular\nassessment of saleable units;\n• Assessing the accuracy of the management’s estimate of the\nlikelihood of saleable units based on historical sales records\nand, where alipcable indipcative units confirmed by customers;\nand\n• Testing the subsequent sales units after the year-end, on a\nsamlpe basis, to source documents, including goods delivery\nnotes and invoices.</td></tr></table>"
] |
[
"# KEY AUDIT MATTERS (Cont’d)",
"<table><tr><td>Key audit matter</td><td>How our audit addressed the key audit matter</td></tr><tr><td>Revenue recognition</td><td></td></tr><tr><td>Revenue of the Group mainly comprises sales of enignes and\nparts. The Group enters into sulppy agreements with its major\ncustomers every year. According to the terms of the agreements,\nrevenue is recognised when the goods are received and accepted\nby the customers, which is considered to be the point in time when\nthe significant risks and rewards of ownership of the goods are\ntransferred to the customers.\nWe identified the recognition of revenue as a key audit matter\nbecause revenue is one of the key performance indicators of the\nGroup and because there is an inherent risk of manipulation of\nthe timing of recognition of revenue to meet specific targets or\nexpectations. The disclosure in respect of revenue generated for the\nyear are set out in Note 5 to the consolidated financial statements.</td><td>Our procedures to address the recognition of revenue included:\n• Understanding the management process over the revenue\nrecognition;\n• Inspecting sales agreements signed in the current year, on\na samle basis, and considpering whether the agreements\ncontained terms allowing the customers to make any sales\nreturns;\n• Obtaining external confirmations of the value of sales\ntransactions for the year directly from customers, on a samlpe\nbasis;\n• Inspecting the sales invoices and related goods delivery notes\nwith th’e customers signed acceptance for sales transactions\nfor the year where the customers did not return the requested\nconfirmations; and\n• Comparing, for a samle of sales transaction just befpore and\njust after the financial year end, details in the sales invoices to\nthe relevant goods delivery notes, which were signed by the\ncustomers to indicate their acceptance of the goods, to assess\nif the related revenue have been recognised in the appropriate\nfinancial period on the basis of the terms of sales as set out in\nthe agreements.</td></tr></table>"
] |
[
[
10,
1
]
] |
3423546_61.pdf
|
3423546_62.pdf
|
en
|
[
"The negative and financial covenants of the warehouse agreement conform to those of the warehouse agreement for Agency Warehouse Facility \\#1, described above, with the exception of the leverage ratio covenant, which is not included in the warehouse agreement for Agency Warehouse Facility \\#6.",
"# Uncommitted Agency Warehouse Facility:",
"We have a \\$1.5 billion uncommitted facility with Fannie Mae under its ASAP funding program. After approval of certain loan documents, Fannie Mae will fund loans after closing and the advances are used to repay the primary warehouse line. Fannie Mae will advance 99% of the loan balance, and borrowings under this program bear interest at LIBOR plus 115 basis points, with a minimum LIBOR rate of 35 basis points. There is no expiration date for this facility. No changes have been made to the uncommitted facility during 2017. The uncommitted facility has no specific negative or financial covenants.",
"# Interim Warehouse Facilities",
"To assist in funding loans held for investment under the Interim Program, we have three warehouse facilities with certain national banks in the aggregate amount of \\$0.3 billion as of December 31, 2017 (“Interim Warehouse Facilities”). Consistent with industry practice, two of these facilities are revolving commitments we expect to renew annually, and one is a revolving commitment we expect to renew every two years. Our ability to originate loans held for investment depends upon our ability to secure and maintain these types of short-term financings on acceptable terms.",
"# Interim Warehouse Facility \\#1:",
"We have an \\$85.0 million committed warehouse line agreement that is scheduled to mature on April 30, 2018. The facility provides us with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company and bear interest at 30-day LIBOR plus 190 basis points. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. During the second quarter of 2017, we executed the seventh amendment to the credit and security agreement that extended the maturity date to April 30, 2018. No other material modifications were made to the agreement during 2017.",
"The facility agreement requires the Company’s compliance with the same financial covenants as Agency Warehouse Facility \\#1, described above, and also includes the following additional financial covenant:",
"# • minimum rolling four-quarter EBITDA, as defined, to total debt service ratio of 2.00 to 1.0",
"# Interim Warehouse Facility \\#2:",
"We have a \\$100.0 million committed warehouse line agreement that is scheduled to mature on December 13, 2019. The agreement provides us with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company. All borrowings originally bear interest at LIBOR plus 200 basis points. The lender retains a first priority security interest in all mortgages funded by such advances on a cross-collateralized basis. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. During the fourth quarter of 2017, the Company executed the fourth amendment to the agreement that extended the maturity date to December 13, 2019 and reduced the maximum borrowing capacity to \\$100.0 million. The Company requested the reduction in the maximum bor-rowing capacity due to the formation of the Interim Program JV, which reduced the Company’s need to fund loans under the Interim Program. No other material modifications were made to the agreement during 2017.",
"The credit agreement, as amended and restated, requires the borrower and the Company to abide by the same finan-cial covenants as Agency Warehouse Facility \\#1, described above, with the exception of the leverage ratio covenant, which"
] |
[
"is not included in the warehouse agreement for Interim Warehouse Facility \\#2. Additionally, Interim Warehouse Facility \\#2 has the following additional financial covenants:",
"• rolling four-quarter EBITDA, as defined, of not less than \\$35 million, and",
"• debt service coverage ratio, as defined, of not less than 2.75 to 1.0",
"# Interim Warehouse Facility \\#3:",
"We have a \\$75.0 million repurchase agreement with a national bank that is scheduled to mature on May 19, 2018. The agreement provides us with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company. The borrowings under the agreement bear interest at a rate of LIBOR plus 2.00% to 2.50% (“the spread”). The spread varies according to the type of asset the borrowing finances. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. During the second quarter of 2017, we exercised our option to extend the maturity date of the repurchase agreement to May 19, 2018. No other material modifications were made to the agreement during 2017.",
"The Repurchase Agreement requires the borrower and the Company to abide by the following financial covenants:",
"• tangible net worth of the Company of not less than (i) \\$200.0 million plus (ii) 75% of the net proceeds of any equity issuances by the Company or any of its subsidiaries after the closing date,",
"• liquid assets of the Company of not less than \\$15.0 million,",
"• leverage ratio, as defined, of not more than 3.0 to 1.0, and",
"• debt service coverage ratio, as defined, of not less than 2.75 to 1.0.",
"The warehouse agreements above contain cross-default provisions, such that if a default occurs under any of our warehouse agreements, generally the lenders under our other warehouse agreements could also declare a default. As of December 31, 2017, we were in compliance with all of our warehouse line covenants.",
"We believe that the combination of our capital and warehouse facilities is adequate to meet our loan origination needs.",
"# Debt Obligations",
"We have a senior secured term loan credit agreement (the “Term Loan Agreement”). The Term Loan Agreement provides for a \\$175.0 million term loan that was issued at a discount of 1.0% (the “Term Loan”). At any time, we may also elect to request the establishment of one or more incremental term loan commitments to make up to three additional term loans (any such additional term loan, an “Incremental Term Loan”) in an aggregate principal amount for all such Incremental Term Loans not to exceed \\$60.0 million.",
"The Term Loan requires mandatory prepayments in certain circumstances pursuant to the terms of the Term Loan Agreement. In April of 2015, we made a mandatory prepayment of \\$3.6 million. In connection with the mandatory pre-payment, our quarterly principal installments were reduced to \\$0.3 million from \\$0.4 million, beginning with the June 30, 2015 principal payment. The final principal installment of the Term Loan is required to be paid in full on December 20, 2020 (or, if earlier, the date of acceleration of the Term Loan pursuant to the terms of the Term Loan Agreement) and will be in an amount equal to the aggregate outstanding principal of the Term Loan on such date (together with all accrued interest thereon).",
"At our election, the Term Loan will bear interest at either (i) the “Base Rate” plus an applicable margin or (ii) the London Interbank Offered Rate (“LIBOR Rate”) plus an applicable margin, subject to adjustment if an event of default"
] |
[
[
11,
0
]
] |
11790457_124.pdf
|
11790457_125.pdf
|
en
|
[
"respectively, representing a CAGR of 55.0% over the three years from 2007 to 2009 and an increase of 45.2% in the six months ended 30 June 2010 over the same period in 2009, and our net profit margin was 16.8%, 20.7%, 21.6% and 25.1% in the respective period.",
"Our business and results of operations during the Track Record Period relied heavily on two in-licensed products and a small number of suppliers. Please refer in the section headed “Risk Factors — Risks relating to our business — We rely on suppliers and other third parties with respect to our in-licensed products. If we cannot maintain our relationships with our suppliers and such other third parties, it may impair our ability to renew the exclusive promotion and selling rights in respect of our existing in-licensed products upon expiry or obtain promotion and selling rights for new products” in this prospectus. As part of our growth strategy, we seek to expand our product portfolio by obtaining exclusive promotion and selling rights from international and domestic pharmaceutical companies for new in-licensed products with high growth potential. We currently aim to add an average of two additional products to our portfolio every year. Since late 2006, we managed to add six new key in-licensed products to our product portfolio. As our product portfolio expands, we reduce the risks associated with our reliance on a limited number of products and the expanding portfolio is expected to continue to contribute to our growth.",
"# Recent regulatory development",
"Four of our key in-licensed products are included in the Insurance Catalogue, namely, Deanxit, Ursofalk, GanFuLe and Salofalk, and are therefore subject to price control in China, which typically involves the imposition of retail price ceilings by the PRC government. For each of the three years ended 31 December 2007, 2008 and 2009 and the six months ended 30 June 2010, sales of these four key in-licensed products accounted for approximately 84.1%, 85.2%, 82.3% and 76.2% of our Group’s turnover for the respective period. Please refer to the section headed “Regulatory Framework — Legal supervision relating to the pharmaceutical industry in the PRC — Price control” in this prospectus for further details.",
"During the Track Record Period, the retail price ceiling of Ursofalk was adjusted downwards twice by the PRC government. Similarly, the retail price ceiling of Salofalk also endured PRC government imposed adjustments before we obtained the exclusive rights to promote and sell the product in the PRC in September 2008. Our Group’s results of operations during the Track Record Period were not affected by any price adjustments imposed by the PRC government in relation to our products included in the Insurance Catalogue. There was a gap between the retail price ceiling and our Group’s selling price for all of our products included in the Insurance Catalogue, which left us with meaningful room to absorb the price ceiling reductions imposed during the Track Record Period. However, we cannot assure you that the selling prices of our products will not be adversely affected should the PRC government impose any further price control on any of our products, including expanding the list of our products subject to price control and further significantly lowering the retail price ceilings of our products that are included in the Insurance Catalogue. To mitigate the risks associated with any potential price control measures imposed on our products and to lower the resulting potential impact to our business and results of operations, we strive to expand our product portfolio and increase the number of in-licensed products that we promote and sell so that we reduce our reliance on any single or a small group of products.",
"On 1 June 2010, the NDRC issued the “Consultation Paper in relation to the Administrative Measures on the Prices of Pharmaceutical Products” (《藥品價格管理辦法(徵求意見稿)》) to seek public opinions on new price control measures in respect of pharmaceutical products included in the Insurance Catalogue. The Consultation Paper is still at a preliminary stage and it is uncertain what measures will be adopted by the NDRC eventually. Further, on 17 June 2010, in response to substantial price increases in respect of certain pharmaceutical products immediately prior to or soon after their admission to the Insurance Catalogue in 2009, the NDRC released a news article on"
] |
[
"its website titled “NDRC commenced appraisal on the pricing of the pharmaceutical products newly admitted to the Insurance Catalogue; investigations into pharmaceutical companies which substantially increased the prices of their pharmaceutical products that have been admitted to the Insurance Catalogue” (《國家發展改革委已啟動新進醫保目錄藥品核價工作，對企業在醫保目錄公佈前後的漲價行為從嚴核查》). We have only one key in-licensed product, Deanxit, which was newly admitted to the Insurance Catalogue in 2009. For the three years ended 31 December 2007, 2008 and 2009 and the six months ended 30 June 2010, our sales of Deanxit amounted to US\\$26.1 million, US\\$36.7 million, US\\$44.5 million and US\\$26.0 million, respectively, accounting for 50.5%, 50.6%, 46.1% and 42.5% of our total turnover in the respective periods. We are not aware of any substantial increase in the retail prices of Deanxit in 2009 immediately prior to or soon after its admission to the Insurance Catalogue in 2009. On 2 July 2010, the NDRC issued a press release on its website announcing an investigation into the prices of about 900 types of pharmaceutical products from more than 900 manufacturers, which are either newly admitted to the Insurance Catalogue or are subject to price ceilings. The Drug Price Review Centre of the NDRC published a list of manufacturers and pharmaceutical products subject to price investigations. One of our key in-license products, GanFuLe, and its Hunan-based manufacturer were named on this list. For the three years ended 31 December 2007, 2008 and 2009 and the six months ended 30 June 2010, our sales of GanFuLe amounted to US\\$2.6 million, US\\$3.9 million, US\\$4.8 million and US\\$2.0 million, respectively, accounting for 5.0%, 5.4%, 5.0% and 3.3% of our total revenue in the respective periods. The price investigation by the NDRC may not necessarily lead to a lowering of GanFuLe’s retail price ceiling. Given GanFuLe’s minimal contribution to our total turnover, even if the investigations result in the lowering of GanFuLe’s retail price ceiling and our selling price is negatively impacted, we believe that this will not have a material adverse impact on our business and profitability.",
"Save as disclosed above, as at the Latest Practicable Date, we had not received any notification nor are we aware of any price investigation by the NDRC against any of our key in-licensed products. However, we cannot assure you that we or any of our other key in-licensed products will not be subject to any price investigations or other investigations carried out by any PRC governmental bodies. Please refer to the risk factor headed “Our ability to set or raise the prices of our products which are included in the Insurance Catalogue is limited by price control measures imposed by the PRC government. If any of these measures is further tightened or any retail price ceiling is significantly lowered, our business and profitability may be adversely affected” in the section headed “Risk Factors” in this prospectus for further details.",
"# OUR COMPETITIVE STRENGTHS",
"We believe that the following competitive strengths position us well for continued growth:",
"# We are the largest pharmaceutical service company providing marketing, promotion and sale services in China for specialty pharmaceutical companies, and we benefit from economies of scale.",
"According to the Frost & Sullivan Report, we are the largest pharmaceutical service company providing marketing, promotion and sale services for prescription pharmaceutical products in China, and we operate the largest third-party promotion platform in China in terms of hospital coverage, therapeutic focus and number of salespeople. We maintained our lead in sales over our competitors in the three years from 2007 to 2009. We have a growing professional and experienced marketing, promotion and sales team of over 950 employees covering 30 provinces, 97% of the provincial capitals and 86% of prefecture level cities in China. Our marketing, promotion and sales team grew from approximately 550 staff at the end of 2007 to 702, 750 and over 950 in 2008, 2009 and at the end of July 2010, respectively. In addition, we have the largest third-party marketing and sales network, covering close to 6,000 hospitals, including 91.5% of class-three hospitals and 34.6%"
] |
[
[
5,
0
]
] |
9328585_126.pdf
|
9328585_127.pdf
|
en
|
[
"<table><tr><td></td><td>sory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>sory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td></td><td></td><td></td></tr><tr><td>10/23/2019</td><td>Subject \n2/Supervisor\ny \nFirefihgter/A\nssistant Chief \nof Training</td><td>Subject \n2/Supervisory \nFirefihgter/Assi\nstant Chief of \nTraining</td><td>Firefihgter 10</td><td>NR/NYS EMT\n(ELECTIVE)</td><td>1300-1400</td></tr><tr><td>10/24/2019</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Firefihgter 10</td><td>RESCUE \nTECHNICIA \nN - ROPE\nRESCUE</td><td>1300-1400</td></tr><tr><td>3/8/2019</td><td>Subject \n2/Supervisor\ny \nFirefihgter/A\nssistant Chief \nof Training</td><td>Subject \n2/Supervisory \nFirefihgter/Assi\nstant Chief of \nTraining</td><td>Firefihgter 10</td><td>ROPES AND\nKNOTS</td><td>1000-1100</td></tr><tr><td>8/15/2019</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Firefihgt\ner 4</td><td>AIRCRAFT \nRESPONSE \nAND \nFIREFIGHTI\nNG \nPRINCIPLES</td><td>1102-1202</td></tr><tr><td>8/15/2019</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Reference \n6/Fire \nProtection \nSpecialist</td><td>AIRCRAFT \nRESPONSE \nAND \nFIREFIGHTI \nNG\nPRINCIPLES</td><td>1102-1202</td></tr></table>"
] |
[
"<table><tr><td>8/15/2019</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Subject \n2/Supervi\nsory \nFirefihgte\nr/Assistan\nt Chief of \nTraining</td><td>Firefihgt\ner 22</td><td>AIRCRAFT\nRESPONSE \nAND</td><td>1102-1202</td></tr></table>"
] |
[
[
0,
0
]
] |
2591435_14.pdf
|
2591435_15.pdf
|
en
|
[
"<table><tr><td rowspan=\"3\"></td><td>000600.SZ</td><td>建投能源</td><td>增持</td><td>13.24</td><td>4.7%</td><td>0.81</td><td>0.53</td><td>0.64</td><td>16</td><td>25</td><td>21</td><td>2.2</td></tr><tr><td>600021.SH</td><td>上海电力</td><td>增持</td><td>12.81</td><td>-0.3%</td><td>0.43</td><td>0.45</td><td>0.92</td><td>30</td><td>28</td><td>14</td><td>2.7</td></tr><tr><td>600578.SH</td><td>京能电力</td><td>增持</td><td>4.33</td><td>0.5%</td><td>0.28</td><td>0.15</td><td>0.26</td><td>15</td><td>29</td><td>17</td><td>1.2</td></tr><tr><td rowspan=\"8\">水电</td><td>000883.SZ</td><td>湖北能源</td><td>买入</td><td>4.82</td><td>-0.8%</td><td>0.29</td><td>0.32</td><td>0.36</td><td>16</td><td>15</td><td>13</td><td>1.3</td></tr><tr><td>000722.SZ</td><td>湖南发展</td><td>买入</td><td>12.39</td><td>1.4%</td><td>0.30</td><td>0.29</td><td>0.32</td><td>41</td><td>43</td><td>39</td><td>2.1</td></tr><tr><td>000601.SZ</td><td>韶能股份</td><td>买入</td><td>7.01</td><td>7.4%</td><td>0.41</td><td>0.59</td><td>0.72</td><td>17</td><td>12</td><td>10</td><td>1.7</td></tr><tr><td>600236.SH</td><td>桂冠电力</td><td>买入</td><td>5.74</td><td>4.0%</td><td>0.43</td><td>0.45</td><td>0.46</td><td>13</td><td>13</td><td>12</td><td>2.6</td></tr><tr><td>600900.SH</td><td>长江电力</td><td>买入</td><td>14.88</td><td>-0.7%</td><td>0.94</td><td>0.94</td><td>0.90</td><td>16</td><td>16</td><td>17</td><td>2.5</td></tr><tr><td>600674.SH</td><td>川投能源</td><td>增持</td><td>9.65</td><td>0.4%</td><td>0.80</td><td>0.80</td><td>0.80</td><td>12</td><td>12</td><td>12</td><td>2.0</td></tr><tr><td>600886.SH</td><td>国投电力</td><td>增持</td><td>8.01</td><td>1.4%</td><td>0.58</td><td>0.54</td><td>0.59</td><td>14</td><td>15</td><td>14</td><td>1.8</td></tr><tr><td>002039.SZ</td><td>黔源电力</td><td>增持</td><td>14.40</td><td>3.2%</td><td>0.42</td><td>0.47</td><td>0.54</td><td>34</td><td>31</td><td>27</td><td>2.1</td></tr><tr><td rowspan=\"7\">配网</td><td>600979.SH</td><td>广安爱众</td><td>买入</td><td>5.54</td><td>3.7%</td><td>0.23</td><td>0.21</td><td>0.24</td><td>25</td><td>26</td><td>23</td><td>1.6</td></tr><tr><td>600969.SH</td><td>郴电国际</td><td>买入</td><td>13.86</td><td>2.4%</td><td>0.38</td><td>0.51</td><td>0.57</td><td>37</td><td>27</td><td>24</td><td>1. 1</td></tr><tr><td>600310.SH</td><td>桂东电力</td><td>买入</td><td>6.92</td><td>6.3%</td><td>0.25</td><td>0.28</td><td>0.54</td><td>27</td><td>25</td><td>13</td><td>2.4</td></tr><tr><td>300427.SZ</td><td>红相电力</td><td>买入</td><td>18.11</td><td>-0.2%</td><td>0.26</td><td>0.66</td><td>0.85</td><td>70</td><td>27</td><td>21</td><td>8.5</td></tr><tr><td>600452.SH</td><td>涪陵电力</td><td>买入</td><td>43.14</td><td>8.6%</td><td>1.05</td><td>1.53</td><td>1.79</td><td>41</td><td>28</td><td>24</td><td>7.2</td></tr><tr><td>600644.SH</td><td>乐山电力</td><td>买入</td><td>7.37</td><td>2.4%</td><td>0.39</td><td>0.33</td><td>0.36</td><td>19</td><td>22</td><td>20</td><td>3.2</td></tr><tr><td>600995.SH</td><td>文山电力</td><td>增持</td><td>9.27</td><td>4.2%</td><td>0.33</td><td>0.32</td><td>0.34</td><td>28</td><td>29</td><td>27</td><td>2.6</td></tr><tr><td rowspan=\"8\">清洁能源</td><td>601985.SH</td><td>中国核电</td><td>买入</td><td>7.91</td><td>1.7%</td><td>0.29</td><td>0.38</td><td>0.43</td><td>27</td><td>21</td><td>18</td><td>2.9</td></tr><tr><td>600273.SH</td><td>嘉化能源</td><td>买入</td><td>9.29</td><td>3.3%</td><td>0.57</td><td>0.63</td><td>0.75</td><td>16</td><td>15</td><td>12</td><td>3.0</td></tr><tr><td>002564.SZ</td><td>天沃科技</td><td>买入</td><td>9.83</td><td>-0.7%</td><td>-0.41</td><td>0.55</td><td>0.75</td><td>-24</td><td>18</td><td>13</td><td>2.9</td></tr><tr><td>600167.SH</td><td>联美控股</td><td>买入</td><td>20.97</td><td>7.0%</td><td>0.79</td><td>1.06</td><td>1.30</td><td>26</td><td>20</td><td>16</td><td>2.7</td></tr><tr><td>600499.SH</td><td>科达洁能</td><td>增持</td><td>7.65</td><td>2.0%</td><td>0.21</td><td>0.40</td><td>0.53</td><td>36</td><td>19</td><td>14</td><td>2.6</td></tr><tr><td>601016.SH</td><td>节能风电</td><td>增持</td><td>3.89</td><td>-1.3%</td><td>0.05</td><td>0.06</td><td>0.08</td><td>86</td><td>65</td><td>49</td><td>2.6</td></tr><tr><td>000591.SZ</td><td>太阳能</td><td>增持</td><td>5.60</td><td>0.4%</td><td>0.22</td><td>0.55</td><td>0.63</td><td>26</td><td>10</td><td>9</td><td>1.5</td></tr><tr><td>000875.SZ</td><td>吉电股份</td><td>增持</td><td>5.23</td><td>0.4%</td><td>0.01</td><td>0.07</td><td>0.14</td><td>863</td><td>75</td><td>37</td><td>1.5</td></tr><tr><td rowspan=\"6\">燃气</td><td>600617.SH</td><td>国新能源</td><td>买入</td><td>10.41</td><td>1.8%</td><td>0.34</td><td>0.68</td><td>0.81</td><td>30</td><td>15</td><td>13</td><td>3.0</td></tr><tr><td>002267.SZ</td><td>陕天然气</td><td>买入</td><td>8.79</td><td>3.4%</td><td>0.46</td><td>0.34</td><td>0.39</td><td>19</td><td>26</td><td>23</td><td>1.8</td></tr><tr><td>600681.SH</td><td>百川能源</td><td>买入</td><td>14.17</td><td>4.7%</td><td>0.57</td><td>0.76</td><td>0.92</td><td>25</td><td>19</td><td>15</td><td>6.2</td></tr><tr><td>600856.SH</td><td>中天能源</td><td>买入</td><td>10.74</td><td>2.4%</td><td>0.38</td><td>0.69</td><td>1.04</td><td>28</td><td>16</td><td>10</td><td>5.0</td></tr><tr><td>000421.SZ</td><td>南京公用</td><td>买入</td><td>7.15</td><td>3.2%</td><td>0.34</td><td>0.39</td><td>0.46</td><td>21</td><td>18</td><td>16</td><td>1.7</td></tr><tr><td>601139.SH</td><td>深圳燃气</td><td>增持</td><td>8.62</td><td>3.9%</td><td>0.35</td><td>0.44</td><td>0.51</td><td>25</td><td>20</td><td>17</td><td>2.4</td></tr></table>",
"资料来源：WIND，申万宏源研究",
"# 6、一周报告回顾",
"表 7：一周报告回顾",
"<table><tr><td>报告类型</td><td>发布日期</td><td>报告名称</td><td></td></tr><tr><td>公司点评</td><td>2017.6.5</td><td>天沃科技（002564）点评报告：剥离主业亏损资产</td><td>内部优化整合不断推进</td></tr></table>"
] |
[
"<table><tr><td rowspan=\"3\">行业点评 \n公司点评 \n行业点评</td><td>2017.6.5</td><td>环保政策专题研究报告之九：京津冀大气污染防治大限已定 非电领域爆发进入倒计时</td></tr><tr><td>2017.6.6</td><td>中金环境 (300145) ——完善前端导入口，强化环境医院成长逻辑</td></tr><tr><td>2017.6.7</td><td>大气水环境仍不乐观 加码环保督查推动行业成长——环保政策专题研究报告之十</td></tr></table>",
"资料来源：申万宏源研究",
"# 7．申万环保公用关键假设表",
"表 7：关键假设表之环保典型公司营收增速（年度）",
"<table><tr><td></td><td>2016 年</td><td>2016 年</td><td>2017 年</td></tr><tr><td>年度增速</td><td>23.59</td><td>22.54</td><td>28.06</td></tr></table>",
"# 资料来源：申万宏源研究",
"# 表 8：天然气表观消费量增速（%）",
"<table><tr><td></td><td>2016 年</td><td>2016 年</td><td>2017 年</td></tr><tr><td>年度增速</td><td>6.6</td><td>7.0</td><td>7.0</td></tr></table>",
"# 资料来源：申万宏源研究",
"表 9：全国发电设备累计平均利用小时",
"<table><tr><td></td><td>2016 年</td><td>2016 年</td><td>2017 年</td></tr><tr><td>年度数据</td><td>3669</td><td>3882</td><td>3998</td></tr></table>",
"资料来源：申万宏源研究"
] |
[
[
4,
0
]
] |
2585175_225.pdf
|
2585175_226.pdf
|
en
|
[
"# 36 SIGNIFICANT RELATED PARTY TRANSACTIONS (CONTINUED)",
"# (b) Amounts due from/due to related parties",
"<table><tr><td></td><td colspan=\"2\">At 31 December</td></tr><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Loan to related parties by Finance Company (note 16)</td><td></td><td></td></tr><tr><td>— Joint ventures of the Group (i)</td><td>429,500</td><td>267,000</td></tr><tr><td>— Subsidiaries, joint ventures and associates of Jin Jiang\nInternational (ii)</td><td>350,000</td><td>—</td></tr><tr><td>— Jin Jiang International (iii)</td><td>300,000</td><td>100,000</td></tr><tr><td>— Associates of the Group (iv)</td><td>55,000</td><td>55,000</td></tr><tr><td></td><td>1,134,500</td><td>422,000</td></tr><tr><td>Loan to related parties by the Group other than Finance\nCompany (note 16)</td><td></td><td></td></tr><tr><td>— Joint ventures of the Group (v)</td><td>25,500</td><td>120,500</td></tr><tr><td>— Associates of the Group</td><td>—</td><td>10,320</td></tr><tr><td></td><td>25,500</td><td>130,820</td></tr><tr><td>Other amounts due from related parties (note 16)</td><td></td><td></td></tr><tr><td>— Subsidiaries, joint ventures and associates of Jin Jiang International</td><td>109,842</td><td>19,639</td></tr><tr><td>— Associates of the Group</td><td>85,955</td><td>68,413</td></tr><tr><td>— Joint ventures of the Group</td><td>48,052</td><td>41,609</td></tr><tr><td>— Jin Jiang International</td><td>1,413</td><td>4,013</td></tr><tr><td></td><td>245,262</td><td>133,674</td></tr><tr><td>Deposits from related parties in Finance Company (note 21)</td><td></td><td></td></tr><tr><td>— Subsidiaries, jointly ventures and associates of Jin Jiang \nInternational (vii)</td><td>(3,359,526)</td><td>(593,060)</td></tr><tr><td>— Jin Jiang International (vi)</td><td>(1,693,663)</td><td>(258,800)</td></tr><tr><td>— Joint ventures of the Group (viii)</td><td>(294,877)</td><td>(181,577)</td></tr><tr><td>— Associates of the Group (ix)</td><td>(13,641)</td><td>(7,661)</td></tr><tr><td></td><td>(5,361,707)</td><td>(1,041,098)</td></tr></table>"
] |
[
"# 36 SIGNIFICANT RELATED PARTY TRANSACTIONS (CONTINUED)",
"# (b) Amounts due from/due to related parties (Continued)",
"<table><tr><td></td><td colspan=\"2\">At 31 December</td></tr><tr><td></td><td>2017</td><td>2016</td></tr><tr><td></td><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Other amounts due to related parties (note 21)</td><td></td><td></td></tr><tr><td>— Joint ventures of the Group</td><td>(114,645)</td><td>(84,479)</td></tr><tr><td>— Subsidiaries, joint ventures and associates of Jin Jiang International</td><td>(62,991)</td><td>(19,033)</td></tr><tr><td>— Associates of the Group</td><td>(43,219)</td><td>(43,341)</td></tr><tr><td>— Jin Jiang International</td><td>(11,839)</td><td>(20,302)</td></tr><tr><td></td><td>(232,694)</td><td>(167,155)</td></tr><tr><td>Borrowings from related parties (note 22)</td><td></td><td></td></tr><tr><td>— A subsidiary of Jin Jiang International (x)</td><td>(4,431,150)</td><td>(520,000)</td></tr></table>",
"(i) The balance includes secured loans to a joint venture of RMB420,000,000 as at 31 December 2017 (31 December 2016: RMB260,000,000) with effective interest rate of 4.21% (31 December 2016: 4.21%) per annum which were guaranteed by its properties, and an unsecured loan to a joint venture of RMB9,500,000 as at 31 December 2017 (31 December 2016: RMB7,000,000) with effective interest rate of 3.92% (31 December 2016: 3.62%) per annum which was guaranteed by a subsidiary of the Group.",
"(ii) The balance includes unsecured loans to subsidiaries, joint ventures and associates of Jin Jiang International of RMB350,000,000 as at 31 December 2017 (31 December 2016: nil) with effective interest rate of 3.92%(31 December 2016: nil) per annum.",
"(iii) The balance includes unsecured loans to Jin Jiang International of RMB300,000,000 as 31 December 2017 (31 December 2016: RMB100,000,000) with effective interest rate of 3.48% (31 December 2016: 3.48%) per annum.",
"(iv) The balance includes secured loans to an associate of the Group of RMB55,000,000 as at 31 December 2017 (31 December 2016: RMB55,000,000) with effective interest rate of 4.75% (31 December 2016: 6.15%) per annum which were guaranteed by their properties."
] |
[
[
2,
2
]
] |
9260270_28.pdf
|
9260270_29.pdf
|
en
|
[
"<table><tr><td>“Oriental Patron Securities”</td><td> Oriental Patron Securities Limited, a licensed corporation to\ncarry on type 1 (dealing in securities) and type 4 (advising on\nsecurities) regulated activities under the SFO</td></tr><tr><td>“PBOC”</td><td> the Peolpe’s Bank of China (中國人民銀行), the central bank\nof the PRC</td></tr><tr><td>“Peol’pes Congress”</td><td> the leilCldgsative aiipparatus of the PR, ncunhg te National\nPeolpe’s Conlgress and al the local peol’pes congresses\n(including provincial, municilpal and other rei\ngona or localpeolpe’s congresses) as the context may require, or any of\nthem (人民代表大會)</td></tr><tr><td>“lpot ratio”</td><td> the ratio of the gross floor area (excluding floor area below\nground) of all buildings to their site area</td></tr><tr><td>“PRC Government” or “State”</td><td> the central government of the PRC, including all\ngovernmental subdivisions (including provincial, municipal\nand other reional or local government entities) and theigr\ninstrumentalities or, where the context requires, any of them</td></tr><tr><td>“PRC Legal Advisors”</td><td> Jingtian & Gongcheng, our legal advisors as to PRC laws</td></tr><tr><td>“pre-sale permit”</td><td> the pre-sale permit authorizing a developer to start the\npre-sale of a property under construction (商品房預售許可證)</td></tr><tr><td>“Price Determination Date”</td><td> the date on which the Offer Price is fixed for the purpose of\nthe Global Offering</td></tr><tr><td>“Property Val uer” or“DTZ”</td><td> DTZ Debenham Tie Leung Limited</td></tr><tr><td>“public tender”, “auction”, or\n“listing-for-sale”</td><td>public tender, auction or listing at a land exchange\nadministered by the local government, each of which is a\ncompetitive bidding process throuh whichg a purchaser\nacquires land use rihgts directly from the PRC Government;\nlpease refer to the section headed “PRC Regulatory\nOverview” in this prospectus for a detailed exlanation of\npthese processes</td></tr><tr><td>“Regulation S”</td><td> Regulation S under the U.S. Securities Act</td></tr><tr><td>“Reorganization”</td><td> the reorganization of our Group in preparation for the Listing,\ndetails of which are set out in the section headed\n“Reorganization” in this prospectus</td></tr></table>"
] |
[
"<table><tr><td>“residential properties”</td><td> buildings specifically used for residential purposes, including\nvillas, apartments, dormitories for families of staff and\nworkers and dormitories for sinle staff andg students.\nHowever, it excludes basements used for civil defense and\nnon-residential purposes. Residential buildings are classified\nby type, i.e. affordable housing, villas and hih-end\ngapartments, and by size, i.e. 90 sq.m. or less and 144 sq.m. or\nabove</td></tr><tr><td>“RMB” or “Renminbi”</td><td> Renminbi yuan, the lawful currency of the PRC</td></tr><tr><td>“SAFE”</td><td> the State Administration of Foreign Exchange of the PRC (中\n國國家外匯管理局)</td></tr><tr><td>“SAIC”</td><td> the State Administration for Industry and Commerce of the\nPRC (中國國家工商行政管理局)</td></tr><tr><td>“SAT”</td><td> the State Administration of Taxation of the PRC (中國國家稅\n務總局)</td></tr><tr><td>“SFC”</td><td> the Securities and Futures Commission of Hong Kong</td></tr><tr><td>“SFO”</td><td> the Securities and Futures Ordinance (Chapter 571 of the\nLaws of Hong Kong) (as amended, sulppemented or otherwise\nmodified from time to time)</td></tr><tr><td>“Shanxi Wanjia”</td><td> Shanxi Wanjia Property Management Co., Ltd. (山西萬佳物業\n管理有限公司), a limited liability company established in the\nPRC on December 21, 2010 and owned as to 66.67% by Bai\nLihua (being (i) the dauhter of Mr. Bai; (iig) the younger\nsister of Mr. G. H. Bai; (iii) the niece of Mr. W. K. Bai; and\n(iv) the cousin of Bai Aijing) and as to 33.33% by Wang\nWeiming (an Independent Third Party) and a connected\nperson of our Group</td></tr><tr><td>“Share Option Scheme”</td><td> the share option scheme conditionally adopted by us on June\n12, 2015, the principal terms of which are summarized in the\nsection headed “Statutory and General Information — Share\noption scheme” in Appendix V to this prospectus</td></tr><tr><td>“Shareholder(s)”</td><td> holder(s) of Shares</td></tr><tr><td>“Share(s)”</td><td> ordinary share(s) with a nominal value of HK$0.01 each in\nour share caitalp</td></tr><tr><td>“SOHO apartments”</td><td> small office-home office apartments, which refer to the\napartments built on the land designated for commercial use,\nwith land use rihts fgor a term of 40 to 50 years, to provide\nsmall office or home office environment to peolpe who work\nfrom home or very small companies</td></tr></table>"
] |
[
[
0,
0
]
] |
9252336_218.pdf
|
9252336_219.pdf
|
en
|
[
"<table><tr><td>库存商品</td><td>339,358,533.65</td><td></td><td>339,358,533.65</td><td>75,869,638.13</td><td></td><td>75,869,638.13</td></tr><tr><td>合同履约成本</td><td>2,113,250.87</td><td></td><td>2,113,250.87</td><td></td><td></td><td></td></tr><tr><td>发出商品</td><td>164,320,891.45</td><td></td><td>164,320,891.45</td><td>11,122,339.26</td><td></td><td>11,122,339.26</td></tr><tr><td>委托加工物资</td><td>36,494,169.04</td><td></td><td>36,494,169.04</td><td></td><td></td><td></td></tr><tr><td>半成品</td><td>82,497,563.66</td><td></td><td>82,497,563.66</td><td>17,363,859.48</td><td></td><td>17,363,859.48</td></tr><tr><td>合计</td><td>1,562,438,369.42</td><td></td><td>1,562,438,369.42</td><td>250,155,477.07</td><td></td><td>250,155,477.07</td></tr></table>",
"# 8、其他流动资产",
"单位：元",
"<table><tr><td>项目</td><td>期末余额</td><td>期初余额</td></tr><tr><td>增值税待抵扣进项税</td><td>52,351,941.19</td><td>82,933,011.56</td></tr><tr><td>预缴企业所得税</td><td>7,579,752.23</td><td>1,796,921.55</td></tr><tr><td>预付再融资中介费</td><td>1,650,943.39</td><td></td></tr><tr><td>合计</td><td>61,582,636.81</td><td>84,729,933.11</td></tr></table>",
"其他说明：",
"# 9、长期应收款",
"# （1）长期应收款情况",
"单位：元",
"<table><tr><td rowspan=\"2\">项目</td><td colspan=\"3\">期末余额</td><td colspan=\"3\">期初余额</td><td rowspan=\"2\">折现率区间</td></tr><tr><td>账面余额</td><td>坏账准备</td><td>账面价值</td><td>账面余额</td><td>坏账准备</td><td>账面价值</td></tr><tr><td>其他</td><td>4,680,000.00</td><td></td><td>4,680,000.00</td><td></td><td></td><td></td><td></td></tr><tr><td>合计</td><td>4,680,000.00</td><td></td><td>4,680,000.00</td><td></td><td></td><td></td><td>--</td></tr></table>",
"坏账准备减值情况",
"损失准备本期变动金额重大的账面余额变动情况",
"□ 适用 √ 不适用",
"# 10、长期股权投资",
"单位：元",
"<table><tr><td rowspan=\"2\">被投资单\n位</td><td rowspan=\"2\">期初余额\n(账面价\n值)</td><td colspan=\"8\">本期增减变动</td><td rowspan=\"2\">期末余额\n(账面价\n值)</td><td rowspan=\"2\">减值准备\n期末余额</td></tr><tr><td>追加投资</td><td>减少投资</td><td>权益法下\n确认的投\n资损益</td><td>其他综合\n收益调整</td><td>其他权益\n变动</td><td>宣告发放\n现金股利\n或利润</td><td>计提减值\n准备</td><td>其他</td></tr><tr><td colspan=\"12\">一、合营企业</td></tr></table>"
] |
[
"<table><tr><td colspan=\"12\">二、联营企业</td></tr><tr><td>曲靖宝方\n工业气体\n有限公司</td><td>18,750,00\n0.00</td><td></td><td></td><td>-\n277,524.8\n5</td><td></td><td>67,933.68</td><td></td><td></td><td></td><td>18,540,40\n8.83</td><td></td></tr><tr><td>云南田边\n智能装备\n有限公司</td><td>0.00</td><td>2,000,000\n.00</td><td></td><td>-8,652.93</td><td></td><td></td><td></td><td></td><td></td><td>1,991,347\n.07</td><td></td></tr><tr><td>小计</td><td>18,750,00\n0.00</td><td>2,000,000\n.00</td><td></td><td>-\n286,177.7\n8</td><td></td><td>67,933.68</td><td></td><td></td><td></td><td>20,531,75\n5.90</td><td></td></tr><tr><td>合计</td><td>18,750,00\n0.00</td><td>2,000,000\n.00</td><td></td><td>-\n286,177.7\n8</td><td></td><td>67,933.68</td><td></td><td></td><td></td><td>20,531,75\n5.90</td><td></td></tr></table>",
"其他说明",
"# 11、投资性房地产",
"# （1）采用成本计量模式的投资性房地产",
"\\( \\surd \\) 适用 □ 不适用",
"单位：元",
"<table><tr><td>项目</td><td>房屋、建筑物</td><td>土地使用权</td><td>在建工程</td><td>合计</td></tr><tr><td>一、账面原值</td><td></td><td></td><td></td><td></td></tr><tr><td> 1.期初余额</td><td>1,172,099.04</td><td></td><td></td><td>1,172,099.04</td></tr><tr><td> 2.本期增加金额</td><td>74,413,206.63</td><td>8,498,202.38</td><td></td><td>82,911,409.01</td></tr><tr><td> （1）外购</td><td></td><td></td><td></td><td></td></tr><tr><td> （2）存货\\固定资\n产\\在建工程转入</td><td>74,413,206.63</td><td>8,498,202.38</td><td></td><td>82,911,409.01</td></tr><tr><td> （3）企业合并增\n加</td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td></tr><tr><td> 3.本期减少金额</td><td></td><td></td><td></td><td></td></tr><tr><td> （1）处置</td><td></td><td></td><td></td><td></td></tr><tr><td> （2）其他转出</td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td></tr><tr><td> 4.期末余额</td><td>75,585,305.67</td><td>8,498,202.38</td><td></td><td>84,083,508.05</td></tr><tr><td>二、累计折旧和累计摊\n销</td><td></td><td></td><td></td><td></td></tr></table>"
] |
[
[
14,
0
]
] |
3437577_13.pdf
|
3437577_14.pdf
|
en
|
[
"# Dear Shareholders,",
"“Focused on capital operation to achieve a high quality turnaround” (“以資金運營為中心 , 實現有質量的高週轉”) has always been the Redco Group’s business strategy. Thanks to the steady implementation of the strategy, the Group has been able to focus on both our “quality” and “quantity” development. In the past three years, the Group’s contract sales reached a compound growth rate of 80%. In 2017, the Group achieved a contract sales amount of RMB13.1968 billion and a net profit of RMB990.1 million. The quality land reserves of strong second-tier cities have increased steadily. While income diversified, our financial performance remained robust.",
"In 2017, the industry engaged in both de-leverage and de-inventory, tightened control of capital into the first and second tier cities, coupled with increased efforts in terms of classified control over hot-spot cities, resulted in an undoubtedly more difficult market environment, but the opportunities for development have never been far away. The urbanization rate in China is still under 60%. Compared with the past experience of developed countries, the process of rapid urbanization continues to be the main force supporting the development of the industry. Under the differentiated adjustment and control polices, we see more structured development opportunities, coupled with the combination of rigid demand of first houses, improvement in demand and the urban line, will bring more opportunities for the development of the Group; in the era of stockpiling of inventory, the explosion of diversified demands from customers for a “good living”, and the horizontal and vertical extension of the service will lead the industry onto the stage of mature development, which will further expand the scale of the industry in a broader term. For the Group, keeping abreast with the development of times and firmly grasping the opportunities within the industry, and furthering both our business scale and profits has been the direction of our consistent efforts. Large scale operations are thriving in"
] |
[
"the era of scale orientation; yet the Group remains calm and rational when facing the market trend, and value both scale and profits, and develop both our quality and quantity. We are committed to creating exquisite products and enjoyable living. As a diversified community-living operator, we are committed to building a real estate-based business, supplemented by diversified development, actively responding to industry trends, and continuing to establish strategic layout, acquire high-quality land, capital, and talent to build our absolute advantage which will surely lead the Group to achieve rapid corner overtaking under the backdrop of the new era.",
"# BUSINESS REVIEW",
"# Market and Sales Performance",
"In 2017, the real estate policy adhered to the main principle of “Housing for residents and not speculators, and implement long-term effect mechanism” (“房 住 不 炒 , 長 效 機 制 ”), and expanded the supply-side reforms, optimized the supply structure, with the tight convergence between short-term control and long-term mechanisms, the effect of adjustment and control gradually emerged. Sales area of commercial houses continued to reach record highs throughout the year, but the differentiation between cities was obvious, with the transaction volume of major cities, especially first-tier cities, dropped significantly, while third- and fourth-tier cities have all recovered, driving up the sales area nationwide. While the amount of different types of land on the PRC market has increased, and the transaction volume has grown for the first time in four years, which has eased the supply pressure. However, high land prices still exert pressure on the industry.",
"The Group persist in implementing the investment layout strategy of “expansion into the first-tier cities and further development into the strategically targeted second-tier cities ( 大 力 拓 展 一 線 城 市 , 深 耕 已 進 入 的 強 二 線 城 市 )”, and adhere to the urban layout strategy of “3+N+1”, strategically focusing on the three core regions, namely the Greater Bay Area, the Yangtze River Delta region, and the Bohai Rim region, as well as actively develop multiple key urban nodality in the Mid-west, supplemented by overseas markets. We continued to focus on the core cities development, such as Shenzhen, Shanghai, Guangzhou, Hefei, Nanchang, Jinan and Tianjin with high growth potential and strong demand. The Group adhere to the principle of improving the living environment of home-buyers by constructing upgraded products for first-time purchasers and first-time upgraders. The operating principles consistently upheld by the Group has effectively resolved the pressure from the adjustment and control policies in 2017, and matches with the market development direction and demand, achieving a steady growth in terms of results performance of the Group.",
"During 2017, the Group achieved contracted sales of RMB13.1968 billion, representing a year-on-year increase of 30.2%; area of completed and delivered construction was 858,197 sq.m., representing a year-on-year increase of 32.5%.",
"# Financial Management",
"The Company continued to maintain a steady financial policy, and abide to its healthy and reasonable capital structure and debt level. The Group’s net gearing ratio remain low at 33.7% in 2017."
] |
[
[
2,
0
]
] |
11695042_33.pdf
|
11695042_34.pdf
|
en
|
[
"<table><tr><td>“Franchised Stores”</td><td> retail stores of home appliances and consumer electronic\nproducts which are operated and managed by our\nfranchisees pursuant to the relevant franchise\narrangements</td></tr><tr><td>“Franchising Operations\nRegulations”</td><td>商業特許經營管理條例 (Regulations for the Administration\n*of Commercial Franchising Operations) promulgated on\n6 February 2007 and becoming effective on 1 May 2007</td></tr><tr><td>“Global Offering”</td><td> the Hong Kong Public Offer and the International Placing</td></tr><tr><td>“Group” or “our Group” or“We”</td><td> our Company and its subsidiaries and, in respect of the\nperiod before our Company became the holding company\nof such subsidiaries, the entities which carried on the\nbusiness of the present Group at the relevant time</td></tr><tr><td>“Hengxin Air-Conditioner”</td><td>揚州恒信空調銷售有限公司 (Yangzhou Hengxin\nAir-conditioner Sales Co., Ltd*.), a limited liability\ncompany established in the PRC on 27 August 2004 and\na 99% legally owned subsidiary of our Company (which is\n100% beneficially owned by our Company)</td></tr><tr><td>“HK$” or “HK dollars”</td><td> Hong Kong dollars, the lawful currency of Hong Kong</td></tr><tr><td>“HK eIPO White Form”</td><td> the application for the Hong Kong Offer Shares to be\nissued in the applicant’s own name by submitting\napplications online through the designated website of HK\neIPO White Form at www.hkeipo.hk</td></tr><tr><td>“HKFRSs”</td><td> Hong Kong Financial Reporting Standards</td></tr><tr><td>“HKSCC”</td><td> Hong Kong Securities Clearing Company Limited</td></tr><tr><td>“HKSCC Nominees”</td><td> HKSCC Nominees Limited</td></tr><tr><td>“H ong Kong” or“HK”</td><td> the Hong Kong Special Administrative Region of China</td></tr><tr><td>“Hong Kong Offer Shares”</td><td> the 31,980,000 New Shares being initially offered by our\nCompany for subscription at the Offer Price pursuant to\nthe Hong Kong Public Offer (subject to adjustment as\ndescribed in the section headed “Structure of the Global\nOffering” in this prospectus)</td></tr></table>"
] |
[
"<table><tr><td>“Hong Kong Public Offer”</td><td> the issue and offer of the Hong Kong Offer Shares to\nmembers of the public in Hong Kong for subscription\n(subject to adjustment as described in the section\nheaded “Structure of the Global Offering” in this\nprospectus) for cash at the Offer Price and on the terms\nand conditions described in this prospectus and the\nrelated Application Forms</td></tr><tr><td>“Hong Kong Underwriters”</td><td> the underwriters of the Hong Kong Public Offer listed in\nthe section headed “Underwriting — Hong Kong\nUnderwriters” in this prospectus</td></tr><tr><td>“Hong Kong Underwriting\nAgreement”</td><td>the conditional underwriting agreement dated 11 March\n2010 relating to the Hong Kong Public Offer and entered\ninto between, among others, the Global Coordinator, the\nSponsor, the Hong Kong Underwriters, Mr. Cao and our\nCompany, as further described in the section headed\n“Underwriting — Underwriting arrangements and\nexpenses — Hong Kong Public Offer”</td></tr><tr><td>“Huaian Huiyin”</td><td>淮安滙銀家電有限公司 (Huaian Huiyin Household\nA*ppliances Co., Ltd.), a limited liability company\nestablished in the PRC on 2 March 2009 and a\nwholly-owned subsidiary of our Company</td></tr><tr><td>“Huide Electronics”</td><td>揚州滙德電器營銷有限公司 (Yangzhou Huide Electronics\nDistributi*on Co., Ltd.), a limited liability company\nestablished in the PRC on 23 October 2006 and a 99%\nlegally owned subsidiary of our Company (which is 100%\nbeneficially owned by our Company)</td></tr><tr><td>“Independent Third Parties”</td><td> persons or companies which are independent of and not\nconnected with any of our Directors, chief executive of\nour Company, our Substantial Shareholders and the\ndirectors and shareholders of any other member of our\nGroup and our respective associates, and “Independent\nThird Party” means any of them</td></tr></table>"
] |
[
[
0,
0
]
] |
11761055_128.pdf
|
11761055_129.pdf
|
en
|
[
"# Properties in Hong Kong",
"As at the Latest Practicable Date, we leased one property with a gross floor area of approximately 779 sq.ft. in Hong Kong as our principal place of business in Hong Kong.",
"Further details of our certain property interests are set out in the valuation report prepared by DTZ Cushman & Wakefield Limited, an independent valuer, in Appendix III to this prospectus. Except for the property interests in the valuation report, no single property interest that forms part of its non-property activities has a carrying amount of 15% or more of total assets.",
"# INTELLECTUAL PROPERTY",
"As at the Latest Practicable Date, we were the registered owner of 13 patents. These include patents in respect of, amongst others:",
"• the method for producing UV (ultraviolet) cold transfer laser printing paper by utilising gravure steel plate, which shortens the production process;",
"• a nano-level film material for producing laser paper, which simplifies the production process and saves equipment and manpower;",
"• medium-free metallised paper production device, which improves the production efficiency and product quality; and",
"• the device reducing and treating VOCs (volatile organic compounds) in metallised papers, which reduces the content of VOC in metallised papers.",
"In addition, we had three pending patent registrations as at the Latest Practicable Date.",
"During the Track Record Period, there had not been any pending or threatened claims made against us, nor had there been any claims made by us against third parties, with respect to the infringement of intellectual property rights owned by us or third parties. As at the Latest Practicable Date, we were not aware of any infringement by us of any intellectual property rights owned by any third parties or by any third party of any intellectual property rights owned by us.",
"For further details of our intellectual property rights, please refer to the paragraph headed “Statutory and General Information — B. Further Information about the Business of our Group — 2. Intellectual property rights” set out in Appendix V to this prospectus.",
"# RISK MANAGEMENT",
"We have devised a comprehensive risk management system to monitor the possible risks that we may encounter in our operations. Through our risk management system, we seek to minimise and"
] |
[
"protect losses that the risks may cause to our business. We have designed and implemented risk management policies to address various potential risks identified in relation to our operations. These risks include operation risks, financial risks and information risks. Our risk management system set forth procedures to identify, analyse, assess, mitigate and monitor various risks.",
"The risk management and assessment committee of the general manager office is responsible for overseeing our overall risk management system and the efficiency management department would assist the general manager office to identify the risks during their internal audit exercise. Each department carries out their own risk management identification exercises regularly. They are required to present the risks analysis, evaluation report to the general office. The general office will base on the analysis, discuss with relevant staff and determine the appropriate risk management strategies to effectively avoid, reduce, transform or absorb such risks.",
"# EMPLOYEES",
"As at the Latest Practicable Date, we had 170 full time employees. The following table sets out the breakdown of our employees number by department as at the Latest Practicable Date:",
"<table><tr><td>Function</td><td>Number of emlpoyees</td></tr><tr><td>Production</td><td></td></tr><tr><td>Operation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>79</td></tr><tr><td>Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>12</td></tr><tr><td>Management and administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>29</td></tr><tr><td>Quality control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>12</td></tr><tr><td>Procurement .............................................</td><td>4</td></tr><tr><td>Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>13</td></tr><tr><td>Finance .................................................</td><td>6</td></tr><tr><td>Efficiency management .....................................</td><td>3</td></tr><tr><td>Warehousing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>12</td></tr><tr><td>Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .</td><td>170</td></tr></table>",
"We place great emphasis on training our employees such that we provide induction training for new employees, on-the-job training, team-building training and external training. We also organise various social activities occasionally to create a harmonious working environment for our employees.",
"During the Track Record Period and up to the Latest Practicable Date, we did not have any significant difficulty in recruiting employees nor had we faced any material labour disputes. During the Track Record Period, there had been no incidence of work stoppages, labour disputes, claims, litigation, administrative action or arbitration relating to labour disputes that had materially and adversely affected our operations.",
"# Social Insurance and Housing Provident Funds Contributions",
"Pursuant to applicable PRC laws and regulations, employers are required to make contributions to, and employees are required to participate in, a number of social security funds, including funds for basic pension insurance, basic medical insurance, unemployment insurance, work-related injury insurance and maternity insurance, and the housing provident fund. For details, please refer to the section headed “Regulatory Overview” in this prospectus."
] |
[
[
13,
0
]
] |
20788707_206.pdf
|
20788707_207.pdf
|
en
|
[
"Participant shall vest in the Company Matching Contribution after two years of participation in the Plan.",
"Earnings on Deferrals. Participants’ deferral contributions and company matching contributions will be adjusted at the end of each calendar year by an amount equal to the one-month LIBOR average for the applicable calendar year plus 200 basis points, multiplied by the balance in the participant’s notional account at the end of the calendar year. The Compensation Committee may adjust the earnings rate prospectively.",
"Amount, Form and Time of Payment. The amount payable to the participant will equal the amount credited to the participant’s account as of his or her separation from service with Valley, net of all applicable employment and income tax withholdings. The benefit will be paid to the participant in a single lump sum within thirty days following the earlier of the participant’s separation from service with Valley or the date on which a change in control occurs, and will represent a complete discharge of any obligation under the Plan.",
"The following table shows each NEO's deferred compensation plan activity during 2017 and in aggregate:",
"<table><tr><td>Name</td><td>NEO\nContribution in\n2017</td><td>Valle'ys\nContribution in\n2017*</td><td>Aggregate\nEarnings in\n2017*</td><td>Aggregate\nWithdrawals/\nDistributions</td><td>Aggregate\nBalance at\n12/31/2017</td></tr><tr><td>Gerald H. Likipn</td><td>$ 42,675</td><td>$ 42,675</td><td>$ 2,657</td><td>$ 0</td><td>$ 88,007</td></tr><tr><td>Ira Robbins</td><td>22,702</td><td>22,702</td><td>1,413</td><td>0</td><td>46,817</td></tr><tr><td>Alan D. Eskow</td><td>15,081</td><td>15,081</td><td>939</td><td>0</td><td>31,101</td></tr><tr><td>Rudy E. Schupp</td><td>22,702</td><td>22,702</td><td>1,413</td><td>0</td><td>46,817</td></tr><tr><td>Ronald H. Janis</td><td>10,635</td><td>10,635</td><td>662</td><td>0</td><td>21,932</td></tr></table>",
"\\* Included in the Summary Compensation Table above, under \"All Other Compensation\" for 2017.",
"# OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS",
"# EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS",
"Valley and the Bank are parties to severance and change in control arrangements with Messrs. Robbins, Eskow and Janis and a retirement term sheet with Mr. Lipkin. The following discussion describes the agreements currently in place with each of our named executive officers.",
"In connection with his retirement as CEO on December 31, 2017, the Board and various Committees of the Board clarified Mr. Lipkin’s role after his retirement in a term sheet. The term sheet provides that after his retirement, Mr. Lipkin would continue as an employee until the 2018 Annual Meeting at his current salary, he would receive cash bonuses and equity awards for his service in 2017, a pro-rata cash bonus for his services in 2018 and the post retirement provisions in his severance agreement would continue except for those relating to severance pay. The term sheet also provided that he would be renominated as a director for election at the 2018 Annual Meeting and continue as Chairman of the Board until the 2019 Annual Meeting. It also provided that upon his reelection to the Board at the 2018 Annual Shareholders meeting he would be paid the standard non-management director fees, plus \\$150,000 for service as Chairman and \\$350,000 for making himself available to assist and consult with the CEO and other senior staff at the CEO’s request. The term sheet also provided for continuation of certain of his business-related perquisites. By its terms Mr. Lipkin’s change in control agreement ceases after he is no longer an employee of the Company.",
"Mr. Schupp retired on January 15, 2018 and thus his employment and change in control agreements have lapsed, except as set forth below.",
"# SEVERANCE AGREEMENT PROVISIONS",
"In the event of termination of employment without cause, the severance agreement with Mr. Eskow provides for a lump sum payment equal to twelve months of base salary as in effect on the date of termination, plus a fraction of the NEO’s most recent annual cash bonus, which is equal to (a) the number of months which have elapsed in the current calendar year divided by (b) 12. Mr. Robbins’and Mr. Janis' severance agreements, provide, in the event of termination of employment without cause, a lump sum payment equal to twenty four months of base salary as in effect on the date of"
] |
[
"termination, plus the sum of one times his most recent annual cash bonus and a fraction of his most recent annual cash bonus calculated in the same manner referenced above. No severance payment is made under the severance agreements if the NEO receives severance under a change in control agreement (described below). Under Mr. Janis' severance agreement, his equity awards would also vest as if he retired.",
"For the purpose of the severance agreements, “cause” means willful and continued failure to perform employment duties after written notice specifying the failure, willful misconduct causing material injury to us that continues after written notice specifying the misconduct, or a criminal conviction (other than a traffic violation), drug abuse or, after a written warning, alcohol abuse or excessive absence for reasons other than illness.",
"Under the severance agreements with Messrs. Robbins, Eskow and Janis, we provide the NEOs with a lump sum cash payment in place of medical benefits. The payment is 125% of total monthly premium payments under COBRA reduced by the amount of the employee contribution normally made for the health-related benefits the NEO was receiving at termination of employment, multiplied by 36. COBRA provides temporary continuation of health coverage at group rates after termination of employment. Under the severance agreements with these NEOs, we also provide a lump sum life insurance benefit equal to 125% of our share of the premium for three years of coverage, based on the coverage and rates in effect on the date of termination.",
"Under these agreements, each NEO is required to keep confidential all confidential information that he obtained in the course of his employment with us and is also restricted from competing with us in certain states during the term of his employment with us and for a period after termination of his employment.",
"In connection with the acquisition of 1st United Bank, where Mr. Schupp served as CEO, Valley entered into an employment agreement with Mr. Schupp for him to serve as the President of the Florida Division of the Bank. The agreement had a three-year term, expiring on November 1, 2017. Mr. Schupp’s Employment Agreement was extended on October 31, 2017 for another year until October 31, 2018. The extension provided that if Mr. Schupp retired his retirement would be treated as a qualified retirement under the Company’s stock plans so that his previously granted equity awards would vest and he would still be entitled to a cash bonus and equity award for his service in 2017. The extension agreement also reiterated that the 15-year post employment health and lump sum life insurance benefits provided for in his employment agreement would be honored. Mr. Schupp retired on January 15, 2018.",
"# CHANGE IN CONTROL (\"CIC\") AGREEMENT PROVISIONS",
"Each of Messrs. Eskow, Robbins and Janis is a party to a CIC Agreement. Mr. Lipkin and Mr. Schupp's CIC Agreements terminated or will terminate upon their respective retirement dates. If one of these NEOs is terminated without cause or resigns for good reason following a CIC during the contract period (which is defined as the period beginning on the day prior to the CIC and ending on the earlier of (i) the third anniversary of the CIC or (ii) the NEO’s death), the NEO would receive three times the highest annual salary and non-equity incentive received in the three years prior to the CIC. The NEOs would also receive payments for medical and life insurance identical to the benefits described above under “Severance Agreement Provisions.” Certain of the CIC Agreements also provide for a lump sum cash payment upon termination due to death or disability during the contract period equal to, for Mr. Eskow, the highest annual salary paid to him during any calendar year in the three years preceding the CIC, and for Mr. Robbins and Mr. Janis, one-twelfth of this amount.",
"Payments under the CIC Agreements are triggered by the specified termination events following a “change in control.” The events defined in the agreements as a change in control are:",
"• Outsider stock accumulation. We learn, or one of our subsidiaries learns, that a person or business entity has acquired 25% or more of Valley’s common stock, and that person or entity is neither our “affiliate” (meaning someone who is controlled by, or under common control with, Valley) nor one of our employee benefit plans;",
"• Outsider tender/exchange offer. The first purchase of our common stock is made under a tender offer or exchange offer by a person or entity that is neither our “affiliate” nor one of our employee benefit plans;",
"• Outsider subsidiary stock accumulation. The sale of our common stock to a person or entity that is neither our “affiliate” nor one of our employee benefit plans that results in the person or entity owning more than 50% of the Bank’s common stock;",
"• Business combination transaction. We complete a merger or consolidation with another company, or we become another company’s subsidiary (meaning that the other company owns at least 50% of our common stock), unless, after the happening of either event, 60% or more of the directors of the merged company, or of our new parent company, are people who were serving as our directors on the day before the first public announcement about the event;"
] |
[
[
12,
0
]
] |
2901282_61.pdf
|
2901282_62.pdf
|
en
|
[
"Letters of Credit. As of December 31, 2016, we had \\$69 million of irrevocable standby letters of credit outstanding, of which \\$1 million were under our revolving credit facility. As of December 31, 2015, we had \\$63 million of irrevocable standby letters of credit outstanding, of which \\$1 million were under our revolving credit facility. Such letters of credit issued during 2016 and 2015 primarily supported the securitization of vacation ownership contract receivables fundings, certain insurance policies and development activity at our vacation ownership business.",
"Surety Bonds. As of December 31, 2016, we had assembled commitments from 12 surety providers in the amount of \\$1.3 billion, of which \\$488 million was outstanding (See Note 17- Commitments and Contingencies).",
"# CRITICAL ACCOUNTING POLICIES",
"In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material impact to our consolidated results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where we are paid a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.",
"Vacation Ownership Revenue Recognition. Our sales of VOIs are either cash sales or seller-financed sales. In order for us to recognize revenues of VOI sales under the full accrual method of accounting, as prescribed in the guidance for sales of real estate for fully constructed inventory, a binding sales contract must have been executed, the statutory rescission period must have expired (after which time the purchasers are not entitled to a refund except for non-delivery by us), receivables must have been deemed collectible and the remainder of our obligations must have been substantially completed. In addition, before we recognize any revenues on VOI sales, the purchaser of the VOI must have met the initial investment criteria and, as applicable, the continuing investment criteria, by executing a legally binding financing contract. A purchaser has met the initial investment criteria when a minimum down payment of 10% is received by us. In accordance with the requirements of the guidance for real estate time-sharing transactions, we must also take into consideration the fair value of certain incentives provided to the purchaser when assessing the adequacy of the purchaser’s initial investment. In those cases where financing is provided to the purchaser by us, the purchaser is obligated to remit monthly payments under financing contracts that represent the purchaser’s continuing investment. The contractual terms of seller-provided financing arrangements require that the contractual level of annual principal payments be sufficient to amortize the loan over a customary period for the VOI being financed, which is generally ten years, and payments under the financing contracts begin within 45 days of the sale and receipt of the minimum down payment of 10%.",
"Allowance for Loan Losses. In our Vacation Ownership segment, we provide for estimated vacation ownership contract receivable defaults at the time of VOI sales by recording a provision for loan losses as a reduction of VOI sales on the Consolidated Statements of Income. We assess the adequacy of the allowance for loan losses based on the historical performance of similar vacation ownership contract receivables. We use a technique referred to as static pool analysis, which tracks defaults for each year’s sales over the entire life of those contract receivables. We consider current defaults, past due aging, historical write-offs of contracts and consumer credit scores (FICO scores) in the assessment of borrower’s credit strength, down payment amount and expected loan performance. We also consider whether the historical economic conditions are comparable to current economic conditions. If current conditions differ from the conditions in effect when the historical experience was generated, we adjust the allowance for loan losses to reflect the expected effects of the current environment on the collectability of our vacation ownership contract receivables.",
"Impairment of Long-Lived Assets. With regard to the goodwill and other indefinite-lived intangible assets recorded in connection with business combinations, we annually (during the fourth quarter of each year subsequent to completing our annual forecasting process), or more frequently if circumstances indicate that the value of goodwill may be impaired, review the reporting units’ carrying values as required by the guidance for goodwill and other intangible assets. This is done either by performing a qualitative assessment or utilizing the two-step process, with an impairment being recognized only where the fair value is less than carrying value. In any given year we can elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is in excess of its carrying value. If it is not more likely than not that the fair value is in excess of the carrying value, or we elect to bypass the qualitative assessment, we would utilize the two-step process. The qualitative factors evaluated include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, our historical share price as well as other industry specific considerations. We performed a"
] |
[
"qualitative assessment for impairment on each reporting unit’s goodwill. Based on the results of our qualitative assessments performed during the fourth quarter of 2016, we determined that no impairment existed, nor do we believe there is a material risk of it being impaired in the near term at our hotel group, destination network and vacation ownership reporting units. To the extent estimated market-based valuation multiples and/or discounted cash flows are revised downward, we may be required to write-down all or a portion of goodwill, which would adversely impact earnings.",
"We also determine whether the carrying value of other indefinite-lived intangible assets is impaired on an annual basis or more frequently if indicators of potential impairment exist. Application of the other indefinite-lived intangible assets impairment test requires judgment in the assumptions underlying the approach used to determine fair value. The fair value of each other indefinite-lived intangible asset is estimated using a discounted cash flow methodology. This analysis requires significant judgments, including anticipated market conditions, operating expense trends, estimation of future cash flows, which are dependent on internal forecasts, and estimation of long-term rate of growth. The estimates used to calculate the fair value of other indefinite-lived intangible asset change from year to year based on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of fair value and the other indefinite-lived intangible assets impairment.",
"We also evaluate the recoverability of our other long-lived assets, including property and equipment and amortizable intangible assets, if circumstances indicate impairment may have occurred, pursuant to guidance for impairment or disposal of long-lived assets. This analysis is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. Property and equipment is evaluated separately within each segment. If such analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is reduced to fair value.",
"Business Combinations. A component of our growth strategy has been to acquire and integrate businesses that complement our existing operations. We account for business combinations in accordance with the guidance for business combinations and related literature. Accordingly, we allocate the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values at the date of purchase. The difference between the purchase price and the fair value of the net assets acquired is recorded as goodwill.",
"In determining the fair values of assets acquired and liabilities assumed in a business combination, we use various recognized valuation methods including present value modeling and referenced market values (where available). Further, we make assumptions within certain valuation techniques including discount rates and timing of future cash flows. Valuations are performed by management or independent valuation specialists under management’s supervision, where appropriate. We believe that the estimated fair values assigned to the assets acquired and liabilities assumed are based on reasonable assumptions that marketplace participants would use. However, such assumptions are inherently uncertain and actual results could differ from those estimates."
] |
[
[
6,
0
]
] |
11786815_39.pdf
|
11786815_40.pdf
|
en
|
[
"This glossary of technical terms contains terms used in this Prospectus in connection with us and our business. Some of these terms and their meanings may not correspond to standard industry meanings or usage of such terms.",
"<table><tr><td>“ASP”</td><td> average sellingp rice</td></tr><tr><td>“Beibu Gulf Reiigon andN eihbgorng\nCities (北部灣經濟區及周邊城市)”</td><td>the economic reilGlfgon cose to Beibu u, which includes\nGuangxi Zhuang Autonomous Reigon and cites in the\nnearbldiy reigons, incung, among others,N anning, Liuzhou\nand Guigang</td></tr><tr><td>“Beijing-Tianjin-Hebei Reigon (京津\n冀經濟區)”</td><td>the economic reiiiliigon covering muncpates of Beijing and\nTianjin, and Hebeip rovince</td></tr><tr><td>“building ownership certificate”</td><td> building ownership certificate (房屋所有權證), a certificate\nissued by relevant authorities with respect to building\nownership rihgts</td></tr><tr><td>“Chendgu-ChoniR\ngqng eigon (成渝經濟區)”</td><td>the economic reigon coverinhg Cendgu, Chonidhgqng an te\nsurrounding cities</td></tr><tr><td>“city clusters”</td><td> generally refers to a grouipng of cities that are relatively\nclose in distance, and can be connected throuh\ngtransportation and communication means andp romoted\ntogether for economic growth</td></tr><tr><td>“commercialp roperty(ies)”</td><td> forp urposes of this Prospectus,p roperty(ies) designated for\ncommercial use</td></tr><tr><td>“comlpetion certificate”</td><td> the construction work comlipeton inspection acceptance\ncertificate (房屋建築工程竣工驗收備案表), issuedb y local\nurban constructionb ureaus or relevant authorities in China\nin connection with the comletion ofp roperty develpopment\nprojects</td></tr><tr><td>“construction landp lanningp ermit”</td><td> the construction landp lanningp ermit (建設用地規劃許可\n證), issuedb y local urban zoning andp lanninbg ureaus or\nrelevant authorities in China in connection with the\nlanning of construction landp</td></tr><tr><td>“construction works commencement\npermit”</td><td>the construction works commencementp ermit (建築工程施\n工許可證), issuedb y local constructionb ureaus or relevant\nauthorities in China in connection with the commencement\nof construction works</td></tr><tr><td>“construction worksp lanningp ermit”</td><td> the construction worksp lanningp ermit (建設工程規劃許可\n證), issuedb y local urban zoning andp lanninbg ureaus or\nrelevant authorities in China in connection with the\nlanning of construction workps</td></tr><tr><td>“GFA”</td><td> gross floor area</td></tr></table>"
] |
[
"<table><tr><td>“land grant contract”</td><td> the state-owned land use rihgts grant contract (國有土地使\n用權出讓合同), an agreement between a land user and the\nrelevant PRC governmental land administrative authorities</td></tr><tr><td>“land use rihgts certificate”</td><td> the state-owned land use rihfgts certiicate (國有土地使用權\n證), a certificate (or certificates, as the case may be)\nconcerning one’s riht to use ap arcel of landg</td></tr><tr><td>“leasable GFA”</td><td> (i) in relation to comlpetedp roperthyp rojects, te total GFA\nas shown in the relevant comlpetion documents, survey\ndocuments and/or building ownership certificates for\nleasingp urposes; or (ii) in relation top rojects for which we\nhave obtainedp re-salesp ermits, the GFA as shown in the\npre-sales permits, comletion dpocuments, survey\ndocuments and/or building ownership certificates for\nleasingp urposes</td></tr><tr><td>“Midstream Parts of the Yangtze\nRiver Rei長中游經gon (江濟區)”</td><td>the economic reigon coverinfgp arts o Jiangxi province,\nHunanp rovince, Hubeip rovince, which includes the cities\nof, among others, Changsha and Wuhan</td></tr><tr><td>“lpot ratio”</td><td> the ratio of the gross floor area (excluding floor areab elow\nground) of allb uildings to their site area</td></tr><tr><td>“pre-salesp ermit”</td><td> commodityp ropertyp re-salesp ermit (商品房預售許可證), a\npermit issuedb y local housing andb uilding administrative\nbureaus or relevant authorities in China in connection with\npre-sales ofp roperties under construction</td></tr><tr><td>“residentialp roperty(ies)”</td><td> forp urposes of this Prospectus,p roperty(ies) designated for\nresidential use</td></tr><tr><td>“sq.m.”</td><td> square meter(s)</td></tr><tr><td>“Western Taiwan Strait Economic\nRei海西經gon (濟區)”</td><td>the economic reihdgon tat is locate west of the Taiwan\nStrait, which covers Fujian province and parts of the\nsurroundingp rovinces, including, among others, Xiamen,\nQuanzhou, Zhangzhou and Fuzhou</td></tr><tr><td>“Yangtze River Delta Rei\ngon (長三角經濟區)”</td><td>the economic reigon coverinhg Sanhiga, Anhui province,\nJiangsup rovince and Zhejiangp rovince</td></tr><tr><td>“%”</td><td> per cent</td></tr></table>"
] |
[
[
1,
0
]
] |
9322382_13.pdf
|
9322382_14.pdf
|
en
|
[
"# Cost of Sales",
"The following table sets forth the components of cost of sales for the period indicated.",
"<table><tr><td rowspan=\"4\"></td><td colspan=\"6\">For the year ended December 31,</td></tr><tr><td colspan=\"2\">2013</td><td colspan=\"2\">2014</td><td colspan=\"2\">2015</td></tr><tr><td>Amount</td><td>% of\ntotal</td><td> Amount</td><td>% of\ntotal</td><td> Amount</td><td>% of\ntotal</td></tr><tr><td colspan=\"6\">(RMB in thousands, except percentages)</td></tr><tr><td>Cost of software and hardware equipment .....</td><td>275,460</td><td>75.2</td><td>199,076</td><td>69.3</td><td>298,664</td><td>75.8</td></tr><tr><td>Emlpoyee compensation .................................</td><td>49,491</td><td>13.5</td><td>54,381</td><td>18.9</td><td>53,516</td><td>13.6</td></tr><tr><td>Installation costs ............................................</td><td>11,570</td><td>3.2</td><td>4,855</td><td>1.7</td><td>4,766</td><td>1.2</td></tr><tr><td>Amortization and depreciation........................</td><td>7,185</td><td>2.0</td><td>14,024</td><td>4.9</td><td>14,018</td><td>3.6</td></tr><tr><td>Traveling expenses.........................................</td><td>5,698</td><td>1.6</td><td>4,027</td><td>1.4</td><td>6,064</td><td>1.5</td></tr><tr><td>Business tax charged to operations.................</td><td>3,215</td><td>0.9</td><td>3,590</td><td>1.2</td><td>7,022</td><td>1.8</td></tr><tr><td>Others............................................................</td><td>13,657</td><td>3.7</td><td>7,410</td><td>2.6</td><td>9,762</td><td>2.5</td></tr><tr><td>Total cost of sales.........................................</td><td>366,276</td><td>100.0</td><td>287,363</td><td>100.0</td><td>393,812</td><td>100.0</td></tr></table>",
"Cost of software and hardware equipment primarily includes purchase fees for servers, workstations, memory modules, network equipments and third-party software from third-party suppliers for our in-house developed solutions and products, which we procure based on orders from our customers. During the Track Record Period, our cost of software and hardware equipment, representing the largest component of our cost of sales, fluctuated as a result of the fluctuation of our revenue. For more details, see “Financial Information—Results of Operations.”",
"# Gross Profit and Gross Profit Margin",
"The following table sets forth a breakdown of our gross profit and gross profit margin derived from each business line for the period indicated.",
"<table><tr><td rowspan=\"4\"></td><td colspan=\"6\">For the year ended December 31,</td></tr><tr><td colspan=\"2\">2013</td><td colspan=\"2\">2014</td><td colspan=\"2\">2015</td></tr><tr><td>Gross profit</td><td>Gross profit\nmarign (%)</td><td> Gross profit</td><td>Gross profit\nmarign (%)</td><td> Gross profit</td><td>Gross profit\nmarign (%)</td></tr><tr><td colspan=\"6\">(RMB in thousands, except percentages)</td></tr><tr><td>Solutions ............................</td><td>79,632</td><td>20.7</td><td>71,303</td><td>23.5</td><td>125,342</td><td>27.6</td></tr><tr><td>Services ..............................</td><td>19,369</td><td>32.5</td><td>19,454</td><td>32.1</td><td>36,203</td><td>47.0</td></tr><tr><td>Products .............................</td><td>37,687</td><td>64.9</td><td>28,249</td><td>66.3</td><td>50,626</td><td>67.9</td></tr><tr><td>Total ..................................</td><td>136,688</td><td>27.2</td><td>119,006</td><td>29.3</td><td>212,171</td><td>35.0</td></tr></table>",
"During the Track Record Period, the general increase in our gross profit margin was mainly driven by our effective procurement management and increased economies of scale due to increased sales. For further details, see “Financial Information—Results of Operations.”",
"# Value-added Tax Refunds and Government Subsidies",
"We develop and update, if necessary, operating software incorporated in our solutions and products. In 2013, 2014 and 2015, we received value-added tax refunds in the amount of RMB19.7 million, RMB16.3 million and RMB23.9 million, respectively, representing 3.9%, 4.0% and 3.9%, respectively, of our revenue in these periods. We receive such refund of value-added tax on our sales of self-developed software products as part of the PRC government’s policy of encouraging software development. While sales of software products are generally subject to value-add tax of 17% in the PRC, companies that develop their own software products and have such products registered with the relevant tax authorities in the PRC are entitled to refund of value-add taxes equivalent to the excess over 3% of their value-added tax burden. CDV WFOE, as a registered software enterprise, is entitled to such 14% value-added tax refund based on the recurring sales of our solutions, services and"
] |
[
"products. For further details, see “Risk Factors—Risks Relating to our Business and Industry—Receipt of value-added tax refunds has historically been important to our business, and we may not continue to receive such tax refunds in the future” and “Regulations—Tax—Value-Added Tax.”",
"In 2013, 2014 and 2015, we received government subsidy income in the amount of RMB17.9 million, RMB12.4 million and RMB15.3 million, respectively, representing 3.6%, 3.0% and 2.5%, respectively, of our revenue in these periods. Currently, various levels of the PRC government, including the central and municipal governments and their committees, provide subsidies to entities which engage in technology development under relevant government policies. As a technology-oriented company, we continuously allocate resources in our R&D activities. Therefore, we regularly apply for and receive cash subsidy grants from the PRC government, which may be granted unconditionally or with certain conditions, for our operating and R&D activities. Conditions on government subsidies generally include various minimum qualifications for grantees and restrictions on the use of such cash subsidies. For details, see “Risk Factors—Risks Relating to Our Business and Industry—We may not continue to receive sustainable government subsidies.”",
"Our Directors are of the view that we will continue to receive value-added tax (“VAT”) refunds and government grants, as we are not aware of any event or circumstance indicating that the laws and regulations governing VAT refunds and government grants might significantly change in the foreseeable future. Such rules have been enacted under a general policy of support for software development by the PRC government, and this supportive policy is intended to boost technology-oriented industries and improve the national economy. These policy directions have been reiterated several times in notices and guidance issued by various PRC governmental authorities, such as The Circular on Value-added Tax Policy on Software Products issued by the Ministry of Finance and SAT in 2011, and The Notice on Further Promoting Software and Integrated Circuit Development and The Notice on Promoting Software and Integrated Circuit Development issued by the State Council in 2011 and 2000, respectively. King & Wood Mallesons, our PRC legal advisors, confirm that they are not aware of any circumstances indicating that there will be material changes to PRC laws and regulations applicable to VAT refunds and government grants as of the date of this Prospectus. Han Kun Law Offices, PRC legal advisors to the Sponsor, concur with the view of King & Wood Mallesons. On that basis, and having discussed with both PRC legal advisors and the Company regarding the issue, the Sole Sponsor confirms that it is not aware of any circumstances that would cause it to disagree with the view of the Directors.",
"# Selected Line Items of Consolidated Statement of Financial Position",
"<table><tr><td rowspan=\"3\"></td><td colspan=\"3\">As of December 31,</td></tr><tr><td>2013</td><td>2014</td><td>2015</td></tr><tr><td colspan=\"3\">(RMB in thousands)</td></tr><tr><td>Non-current assets ...............................................................</td><td>180,039</td><td>163,164</td><td>164,310</td></tr><tr><td>Current assets ......................................................................</td><td>568,222</td><td>549,872</td><td>640,399</td></tr><tr><td>Current liabilities.................................................................</td><td>(877,131)</td><td>(918,529)</td><td>(310,669)</td></tr><tr><td>Redeemable convertible preferred shares ..........................</td><td>(563,829)</td><td>(633,255)</td><td> —</td></tr><tr><td>Net current (liabilities)/assets...............................................</td><td>(308,909)</td><td>(368,657)</td><td>329,730</td></tr><tr><td>Total assets less current liabilities........................................</td><td>(128,870)</td><td>(205,493)</td><td>494,040</td></tr><tr><td>Non-current liabilities ..........................................................</td><td>(12,971)</td><td>(6,476)</td><td>(617,924)</td></tr><tr><td>Redeemable convertible preferred shares ..........................</td><td> (—)</td><td> (—)</td><td>(607,832)</td></tr><tr><td>Caildfipta eicenciy and net liabilites ....................................</td><td>(141,841)</td><td>(211,969)</td><td>(123,884)</td></tr></table>",
"As of December 31, 2015, redeemable convertible preferred shares of RMB607.8 million was classified as non-current liabilities upon the extension of redemption period to March 31, 2017 granted by the preferred shareholders in July 2015. As a result of such extension, we recognized a net current asset position as of December 31, 2015, but our non-current liabilities increased significantly as of that date. Furthermore, our Pre-IPO Investors have provided written confirmations to us that they would deem this Global Offering as a Qualified IPO. As a result, upon completion of a Qualified IPO, all redeemable convertible preferred shares will have been converted to Shares. Accordingly, upon conversion of the redeemable convertible preferred shares into Shares, the liabilities for the redeemable convertible preferred shares will be derecognized, and the fair value of the Shares issued"
] |
[
[
9,
0
]
] |
20753930_5.pdf
|
20753930_6.pdf
|
en
|
[
"because the matrix, 1 \\( \\textstyle - \\; { \\frac { k } { 2 } } A - { \\frac { h } { 2 } } ( 1 - u _ { E } ) \\), on the left hand side is explicit, as is the right hand side. That is, this matrix and the right hand side contain only old data, namely only information from the previous step, u(t). Euler estimate \\( u _ { E } \\) is an explicit one step computation using u(t). Significant advantages are: the matrix on the left hand side is tridiagonal with constants on the sub/super-diagonals, and the diagonal terms are \\( O ( 1 ) \\) strong. The procedure (7) is only linearly stable but we will show empirically that it gives good results when compared to pdepe when this MatLab function is appropriate, that is, in both the one-dimensional and rotationally symmetric 2-D case. Not only is the method (7) step-wise stable but also stable for initial data which may not be smooth.",
"Figure 1 shows the results for \\( h \\, = \\, 1 / \\) 5, \\( k \\) = 2.5 compared to pdepe. Notice that at \\( t \\) = 20 the agreement is remarkable; and that at \\( t = h \\), where the wave front profile is very steep, our Godunov splitting described in Section 3.2, specifically eq.(8), is very stable. The CFL number, \\( k \\) = 2.5, used to get Figure 1 is much larger than would be possible with an explicit method (LeVeque, 2007).",
"# 3.2 2-D case: Godunov–Strang–Yoshida splittings",
"It turns out that a generalization to the 2-D problem is a straightforward variant of Strang–Yoshida splittings (Strang, 1968; Yoshida, 1990), which are themselves variants of Godunov’s method (Godunov and Ryabenkii, 1987). The following is a fully implicit variant of our two-dimensional scheme, with two intermediate arrays, \\( u ^ { \\star } \\) and \\( u ^ { \\star \\star } \\),",
"\\[ u ^ { \\star } = u ( t ) + { \\frac { k } { 4 } } \\left( A _ { x } u ^ { \\star } + A _ { x } u ( t ) \\right) \\qquad \\qquad \\qquad \\qquad ( 8 \\mathrm { a } ) \\]",
"\\[ \\begin{array} { l l } { { u ^ { \\star \\star } = u ^ { \\star } + \\displaystyle \\frac { k } { 2 } \\left( A _ { y } u ^ { \\star \\star } + A _ { y } u ^ { \\star } \\right) } } & { { \\qquad \\qquad ( \\mathrm { 8 b } ) } } \\\\ { { \\qquad \\qquad + \\displaystyle \\frac { h } { 2 } \\left( ( 1 - u ^ { \\star \\star } ) u ^ { \\star \\star } + ( 1 - u ^ { \\star } ) u ^ { \\star } \\right) } } & { { } } \\end{array} \\]",
"\\[ u ( t + h ) = u ^ { \\star \\star } + { \\frac { k } { 4 } } \\left( A _ { x } u ( t + h ) + A _ { x } u ^ { \\star \\star } \\right) . \\eqno ( 8 \\mathrm { c } ) \\]",
"In (8), the operators \\( A _ { x } \\) and \\( A _ { y } \\) are the same as (3) for directions x and y, respectively. For simulations on a lattice, \\( u _ { i j } ( t ) = u ( t , x _ { 0 } + ( i - 1 ) \\Delta x , y _ { 0 } + \\)"
] |
[
"\\( ( j - 1 ) \\Delta y ) \\), where 1 \\( < i < N _ { x } \\), 1 \\( \\leq j \\leq N _ { y } \\) and \\( \\Delta x = \\Delta y , \\), the following gives the action of the \\( A _ { x } , A _ { y } \\) operators:",
"\\[ \\begin{array} { r l r } { A _ { x } u _ { i , j } } & { = } & { u _ { i - 1 , j } - 2 u _ { i , j } + u _ { i + 1 , j } , } \\\\ { A _ { y } u _ { i , j } } & { = } & { u _ { i , j - 1 } - 2 u _ { i , j } + u _ { i , j + 1 } . } \\end{array} \\]",
"The compression scheme and code outline given in Appendix A show that only a maximum of one row or column (i.e.,\\( \\operatorname* { m a x } ( N _ { x } , N _ { y } ) ) \\) of storage is needed for \\( u ^ { \\star } \\) and \\( u ^ { \\star \\star } \\).",
"Again because the fully implicit quadratic vector equation in (8b) is awk-ward to solve, we use an Euler estimate in one of the terms. Here is one integration time step of (8) in discrete semi-implicit form:",
"\\[ \\left( 1 - { \\frac { k } { 4 } } A _ { x } \\right) u ^ { \\star } = \\left( 1 + { \\frac { k } { 4 } } A _ { x } \\right) u ( t ) \\eqno ( 9 \\mathrm { a } ) \\]",
"\\[ u _ { E } = u ^ { \\star } + k A _ { y } u ^ { \\star } + h ( 1 - u ^ { \\star } ) u ^ { \\star } \\qquad \\mathrm { ( 9 b ) } \\]",
"\\[ \\left( 1 - { \\frac { k } { 2 } } A _ { y } - { \\frac { h } { 2 } } ( 1 - u _ { E } ) \\right) u ^ { \\star \\star } = \\left( 1 + { \\frac { k } { 2 } } A _ { y } + { \\frac { h } { 2 } } ( 1 - u ^ { \\star } ) \\right) u ^ { \\star } \\qquad ( 9 \\mathrm { c } ) \\]",
"\\[ \\left( 1 - { \\frac { k } { 4 } } A _ { x } \\right) u ( t + h ) = \\left( 1 + { \\frac { k } { 4 } } A _ { x } \\right) u ^ { \\star \\star } . \\eqno ( 9 \\mathrm { d } ) \\]",
"Equations (9a), (9c), and (9d) are solved in sequence as multiple inde-pendent tridiagonal systems for \\( u ^ { \\star } , u ^ { \\star \\star } \\) and the final step \\( u ( t + h ) \\).",
"# 3.3 Symmetries in 2-D case",
"Our Godunov scheme (9) is not rotationally symmetric, and thus one way to estimate the error is to assess a solution using (9) for a symmetric problem. Again, we can use pdepe but now with the cylindrically symmetric parame-ter choice m=1 (see Section 12.5 in (Higham and Higham, 2005)). Figure 2 shows that any asymmetries are not apparent without more careful exami-nation. Even the wave front portrait of the 2-D case in the left-hand panel of Figure 3 and the error estimate in the right-hand panel of the same Figure are not sufficiently quantitative. In particular, there should be no distinction between x and y directions in (8), while a 2-D plot of the error distribution shows a small asymmetry (compare the right-hand plot in Figure 4 to the left)."
] |
[
[
7,
0
]
] |
3462492_39.pdf
|
3462492_40.pdf
|
en
|
[
"to declare and pay dividends if an event of default has occurred and is continuing or if the payment of the dividend would result in an event of default. In addition, Marshall Islands law generally prohibits the payment of dividends other than from surplus (retained earnings in excess of consideration received for the sale of stock above the par value of the stock), or while a company is insolvent or if it would be rendered insolvent by the payment of such a dividend, and any dividend may be discontinued at the discretion of our board of directors. As a result of these or other factors, we may pay dividends during periods when we record losses and may not pay dividends during periods when we record income.",
"# Future sales of our common shares could cause the market price of our common shares to decline.",
"The market price for our common shares could decline as a result of sales by existing shareholders, including GA Holdings, of large numbers of our common shares, or as a result of the perception that such sales may occur. Sales of our common shares by these shareholders also might make it more difficult for us to sell equity or equity-related securities in the future at a time and at the prices that we deem appropriate.",
"# Anti-takeover provisions in our charter documents could make it difficult for our shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares.",
"Several provisions of our articles of incorporation and bylaws could make it difficult for our shareholders to change the composition of our board of directors in any one year, preventing them from changing the composition of management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable. These provisions include:",
"• authorizing the board of directors to issue ‘‘blank check’’ preferred stock without shareholder approval;",
"• providing for a classified board of directors with staggered, three-year terms;",
"• prohibiting cumulative voting in the election of directors;",
"• authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of two-thirds of the outstanding shares of our common stock entitled to vote for the directors;",
"• limiting the persons who may call special meetings of shareholders; and",
"• establishing advance notice requirements for nominating candidates for election to our board of directors or for proposing matters that can be acted on by shareholders at shareholder meetings.",
"These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.",
"# We are an ‘‘emerging growth company’’, and we cannot be certain if the reduced reporting requirements applicable to ‘‘emerging growth companies’’ will make our common shares less attractive to investors.",
"We are an ‘‘emerging growth company’’, as defined in the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’), and we may take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not ‘‘emerging growth companies.’’ Investors may find our common shares less attractive because we rely on certain of these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile.",
"Because of our status as an ‘‘emerging growth company’’ under the Jumpstart Our Business Startups Act status, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the ‘‘Sarbanes-Oxley Act’’) for so long as we are an emerging growth company. As long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different from information provided by other public companies. We may take advantage of these provisions until December 31, 2018 or such earlier time that we are no longer an emerging growth company. We will cease to"
] |
[
"be an emerging growth company if, among other things, we have more than \\$1.0 billion in ‘‘total annual gross revenues’’ during the most recently completed fiscal year.",
"# The Public Company Accounting Oversight Board (‘‘PCAOB’’) is not currently permitted to inspect our independent accounting firm and you may not benefit from such inspections.",
"Auditors of U.S. public companies are required by law to undergo periodic PCAOB inspections to assess their compliance with U.S. law and professional standards in connection with performance of audits of financial statements filed with the SEC. Certain European Union countries, including Ireland, do not currently permit the PCAOB to conduct inspections of accounting firms established and operating in such European Union countries, even if they are part of major international firms. Accordingly, unlike for most U.S. public companies, the PCAOB is currently prevented from evaluating our auditor’s performance of audits and its quality control procedures, and, unlike shareholders of most U.S. public companies, we and our shareholders are deprived of the possible benefits of such inspections.",
"# Tax Risks",
"# U.S. tax authorities could treat us as a ‘‘passive foreign investment company,’’ which could have adverse U.S. federal income tax consequences to U.S. holders.",
"A foreign corporation will be treated as a passive foreign investment company (‘‘PFIC’’), for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of ‘‘passive income’’ or (2) at least 50% of the average value of the corporation’s assets produce or are held for the production of ‘‘passive income.’’ For purposes of these tests, ‘‘passive income’’ generally includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services generally does not constitute ‘‘passive income.’’ U.S. shareholders of a PFIC are subject to an adverse U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.",
"Based upon our operations as described herein, we do not believe that our income from our time charters should be treated as ‘‘passive income’’ for purposes of determining whether we are a PFIC, and, consequently, the assets that we own and operate in connection with the production of that income should not constitute passive assets. Accordingly, based on our current operations, we do not believe we will be treated as a PFIC with respect to any taxable year.",
"There is substantial legal authority supporting this position consisting of case law and U.S. Internal Revenue Service (‘‘IRS’’), pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if the nature and extent of our operations change.",
"If the IRS were successful in asserting that we are or have been a PFIC for any taxable year, U.S. shareholders would face adverse U.S. federal income tax consequences. Under the PFIC rules, unless a shareholder makes an election available under the U.S. Internal Revenue Code of 1986, as amended, (‘‘the Code’’), (which election could itself have adverse consequences for such shareholders, as discussed below under ‘‘Tax Considerations — U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders’’), excess distributions and any gain from the disposition of such shareholder’s common shares would be allocated ratably over the shareholder’s holding period of the common shares and the amounts allocated to the taxable year of the excess distribution or sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed with respect to such tax. See ‘‘Tax Considerations — U.S. Federal"
] |
[
[
14,
0
]
] |
11695316_65.pdf
|
11695316_66.pdf
|
en
|
[
"The lower fiscal year 2014 effective income tax rate, when comparing to fiscal years 2015 and 2013, is a result of the tax benefit recorded during the first quarter of fiscal year 2014 for the reinstatement of regulatory assets related to the tax effect of Med D, causing the rate to be lower during that year. Refer to Note 9—Income Taxes of the Notes to the Consolidated Financial Statements for details.",
"# Liquidity and Capital Resources",
"Liquidity and capital resources for Washington Gas are substantially the same as the liquidity and capital resources discussion included in the Management’s Discussion of WGL (except for certain items and transactions that pertain to WGL Holdings and its unregulated subsidiaries). Those explanations are incorporated by reference into this discussion.",
"# Rates and Regulatory Matters",
"Washington Gas makes its requests to modify existing rates based on its determination of the level of net investment in plant and equipment, operating expenses, and a level of return on invested capital that is just and reasonable.",
"# SUMMARY OF MAJOR RATE INCREASE APPLICATIONS AND RESULTS",
"<table><tr><td rowspan=\"2\">Jurisdiction</td><td rowspan=\"2\"> Aliippcaton \nFiled</td><td rowspan=\"2\">Effective\nDate</td><td rowspan=\"2\">Test Year 12 \nMonths Ended</td><td colspan=\"4\">Increase in Annual Revenues (Millions)</td><td colspan=\"2\">Allowed Rate \nof Return</td></tr><tr><td colspan=\"2\">Requested</td><td colspan=\"2\">Granted</td><td>Overall</td><td>Equity</td></tr><tr><td>District of Columbia</td><td>2/29/2012</td><td>6/4/2013</td><td>9/30/2011</td><td>$ 29.0</td><td>14.00%</td><td>$ 8.4</td><td>4.03%</td><td>7.93%</td><td>9.25%</td></tr><tr><td>Marlyand</td><td>4/26/2013</td><td>11/22/2013</td><td>3/31/2013</td><td>$ 28.3</td><td>5.80%</td><td>$ 8.9</td><td>1.80%</td><td>7.70%</td><td>9.50%</td></tr><tr><td>Virignia</td><td>1/31/2011</td><td>10/1/2011</td><td>9/30/2010</td><td>$ 28.5</td><td>5.75%</td><td>$ 20.0</td><td>4.04%</td><td>8.26%</td><td>9.75%</td></tr></table>",
"The following is a discussion of significant current regulatory matters. Refer to the section “Accelerated Pipe Replacement Programs” for a discussion of regulatory matters associated with those programs.",
"# District of Columbia Jurisdiction",
"# Investigation into Washington Gas’ Cash Reimbursement to CSPs",
"On August 5, 2014, the Office of the People’s Counsel’s (“OPC”) of DC filed a complaint with the PSC of DC requesting that the Commission open an investigation into Washington Gas’ payments to CSPs to cash-out over-deliveries of natural gas supplies during the 2008-2009 winter heating season. OPC asserted that Washington Gas made excess payments in the amount of \\$2.4 million to CSPs. On December 19, 2014, the PSC of DC granted the OPC of DC’s request and opened a formal investigation. On October 27, 2015, the PSC of DC issued an order finding that the company, in performing the cash-out, had violated D.C. Code 34-1101’s requirement that no service shall be provided without Commission approval. The PSC of DC directed Washington Gas to provide calculations showing what the impact would have been had Washington Gas made volumetric adjustments to CSP deliveries as of April 2009, which Washington Gas calculates would result in a refund of approximately \\$2.4 million, which was recognized by WGL in fiscal year 2015. Washington Gas is considering its options with respect to the order.",
"# Weather Normalization Adjustment",
"On November 8, 2013, Washington Gas filed an application for approval of a Weather Normalization Adjustment (WNA) before the PSC of DC. The proposal would authorize Washington Gas to implement a rate design mechanism that would eliminate the variability of weather from the calculation of revenues and offer customers more stability in their bills, during the colder than normal winter heating season. On April 10, 2015, the PSC of DC denied Washington Gas’ application for approval of a WNA, indicating that Washington Gas may request a WNA in its next base rate case.",
"# Virginia Jurisdiction",
"# Affiliate Transactions",
"On June 5, 2013, Washington Gas submitted a petition for declaratory judgment with the State Corporations Commission of Virginia (“SCC of VA”) related to a proposed transfer to WGL Midstream of the remainder of the term of two agreements for natural gas storage service at the Washington Storage Service (WSS) and Eminence Storage Service (ESS) storage fields. Specifically, Washington Gas sought a declaratory judgment that the SCC of VA did not have jurisdiction over the proposed transaction since the WSS and ESS agreements were no longer utilized to provide utility service and the SCC of VA was preempted by the federal authority over the transfers. On April 15, 2015, the SCC of VA approved the transfer of WSS and ESS but did not issue a ruling on the request for declaratory judgment.",
"# Virginia Gas Reserves",
"In the 2014 Session, the General Assembly of the Commonwealth of Virginia amended Title 56 of the Virginia Code. The legislative provisions are intended to encourage regulated utilities to invest in natural gas reserves, upstream pipelines and facilities that are reasonably expected to benefit customers by lowering costs,"
] |
[
"reducing volatility or lowering the utility’s supply risk. A regulated utility company can obtain the recovery through its rates charged to customers for the entire incurred cost, including the return of and a return on the investment in reserves, as well as all operating costs.",
"Pursuant to the law, on May 6, 2015, Washington Gas entered into a 20-year agreement with Energy Corporation of America (ECA) to acquire natural gas reserves through non-operating working interests in 25 producing wells located in Pennsylvania’s Appalachian Basin for \\$126 million.",
"The purchase of the reserves is conditional upon approval by the SCC of VA. Washington Gas filed an application and supporting testimony with the SCC of VA on May 12, 2015, for approval of the gas reserves purchase agreement with ECA as part of a Natural Gas Supply Investment Plan. On November 6, 2015, the SCC of VA issued an order denying the application. Washington Gas is considering its options.",
"# Other Matters",
"# Labor Contracts",
"Washington Gas has four labor contracts with bargaining units represented by three labor unions. On April 30, 2015, Washington Gas entered into a five-year labor contract with the Teamsters Local Union No. 96 (Local 96), a union affiliated with the International Brotherhood of Teamsters. The contract covers approximately 520 employees and is effective from June 1, 2015 through May 31, 2020. Local 96 also represents union-eligible employees in the Shenandoah Gas division of Washington Gas and has a five-year labor contract with Washington Gas that became effective on August 1, 2015 and expires on July 31, 2020. This contract covers approximately 23 employees. On April 1, 2013, Washington Gas entered into a three-year labor contract with The Office and Professional Employees International Union Local No. 2 (A.F.L.-C.I.O.). The contract covers approximately 117 employees and is effective beginning April 1, 2013 through March 31, 2016. Additionally, on August 1, 2014, Washington Gas entered into a new three-year labor contract with the International Brotherhood of Electrical Workers Local 1900 that covers approximately 21 employees and will expire on July 31, 2017. Washington Gas is subject to the terms of its labor contracts with respect to operating practices and compensation matters dealing with employees represented by the various bargaining units described above.",
"# Use of Business Process Outsourcing",
"Washington Gas outsources certain of its business processes related to human resources, information technology, consumer services, construction, integrated supplier and finance operations. While Washington Gas expects to continue agreements for the benefit of customers and shareholders, the continued management of service levels provided is critical to the success of these outsourcing arrangements.",
"Washington Gas has divided its BPO governance between functional areas within the organization, each containing a comprehensive set of processes to monitor and control the cost effectiveness and quality of services provided through the BPO."
] |
[
[
17,
0
]
] |
11766667_25.pdf
|
11766667_26.pdf
|
en
|
[
"<table><tr><td>“Ready Siystem Enigneerng”</td><td> Ready Siystem Enigneernig Lmited (全達系統工程有限公\n司), a company incorporated in Hong Kong with limited\nliability on 23 July 1991, which was beneficially owned\nas to 5% by Mr. MK Wan and 95% by an Independent\nThird Party as at the Latest Practicable Date</td></tr><tr><td>“Ready System (Macau)”</td><td> Ready Siystem Enigneernig Lmited (全達系統工程有限公\n司) (formerly known as Readiy EnigneernMg (acau)\nLimited (全達工程(澳門)有限公司)), a company\nincorporated in Macau with limited liability on 15 May\n2006 and an indirect wholly-owned subsidiary of our\nCompany</td></tr><tr><td>“REM Group (Holdings)”</td><td> REM Group (Holdings) Limited (全達電器集團(控股)有限\n公司), an exempted company incorporated in the Cayman\nIslands with limited liability on 15 March 2017, the shares\nof which are listed on the Stock Exchange (stock code:\n1750), REM Group (Holdings) and its subsidiaries\nprincipally engaged in manufacturing and sulppy of\nlow-voltage electrical power distribution and control\ndevices</td></tr><tr><td>“Reorganisation”</td><td> the reorganisation we have undergone in preparation for\nthe Listing of Shares on the Stock Exchange which are\nmore particularlhy described in the paragrap headed\n“History, Reorganisation and Group Structure –\nReorganisation” in the prospectus</td></tr><tr><td>“Repurchase Mandate”</td><td> the general unconditional mandate to repurchase Shares\niven to our Directors by our Shareholdgers, particulars of\nwhich are set forth in the paragrah hpeaded “Statutory and\nGeneral Information – A. Further information about our\nCompany – 3. Written resolutions of the sole Shareholder\npassed on 22 Januar 2020” in Ayppendix V to the\nprospectus</td></tr><tr><td>“Restricted Business”</td><td> the business currently and from time to time engaged by\nour Group (including but not limited to E&M enigneering\nworks in Hong Kong, Macau and the PRC)</td></tr><tr><td>“RMB” or “Renminbi”</td><td> renminbi, the lawful currency of the PRC</td></tr><tr><td>“SEM Development”</td><td> SEM Development Limited, a company incorporated in\nthe BVI with limited liability on 2 October 2015 and an\nindirect wholly-owned subsidiary of our Company</td></tr></table>"
] |
[
"<table><tr><td>“SEM Enterprises”</td><td> SEM Enterprises Limited, a company incorporated in the\nBVI with limited liability on 2 October 2015, a\nControlling Shareholder, and is directly owned as to\n74.08% by Mr. MK Wan, 23.04% by Mr. CW Wun and\n2.88% by Mr. Yu.</td></tr><tr><td>“SEM Investments”</td><td> SEM Investments Limited, a company incorporated in the\nBVI with limited liability on 2 October 2015 and a direct\nwholly-owned subsidiary of our Company</td></tr><tr><td>“SEM Resources”</td><td> SEM Resources Limited, a company incorporated in Hong\nKong with limited liability on 5 November 2015 and an\nindirect wholly-owned subsidiary of our Company</td></tr><tr><td>“SFC”</td><td> the Securities and Futures Commission of Hong Kong</td></tr><tr><td>“SFO”</td><td> the Securities and Futures Ordinance (Chapter 571 of the\nLaws of Hong Kong), as amended, sulppemented or\notherwise modified from time to time</td></tr><tr><td>“Share(s)”</td><td> ordinary share(s) in the share caiptal of our Company with\na nominal value of HK$0.01 each</td></tr><tr><td>“Share Offer”</td><td> the Public Offer and the Placing</td></tr><tr><td>“Share Option Scheme”</td><td> the share option scheme our Company conditionally\nadopted on 22 January 2020, the principal terms of which\nare summarised in the paragrah hpeaded “Statutory and\nGeneral Information – D. Share Option Scheme” in\nAppendix V to the prospectus</td></tr><tr><td>“Shareholder(s)”</td><td> holder(s) of Shares</td></tr><tr><td>“Shun Tat M&E Equipment”</td><td> Shun Tat M&E Equipment Limited (順達機電設備有限公\n司), a company incorporated in Hong Kong with limited\nliability on 17 May 2012 and owned as to 40% by Ready\nEnineering and 60% by an Independgent Third Party</td></tr><tr><td>“Sponsor”</td><td> Amlpe CailLilpta mited, a icensed coriporaton rei\ngsteredunder the SFO to carry on type 4 (advising on securities),\ntype 6 (advising on corporate finance) and type 9 (asset\nmanagement) regulated activities as defined under the\nSFO</td></tr><tr><td>“Stabilising Manager(s)”</td><td> the Joint Global Coordinators</td></tr></table>"
] |
[
[
0,
0
]
] |
8349080_239.pdf
|
8349080_240.pdf
|
en
|
[
"# FINANCIAL INFORMATION",
"We expect to finance our working capital requirements and the planned capital expenditures for the 12 months following the date of this prospectus with the following sources of funding:",
"(i) net cash inflows to be generated from our operating activities;",
"(ii) the cash and cash equivalents available, which were S\\$4.2 million as at 30 April 2017; and",
"(iii) net proceeds to be received by our Group from the Share Offer.",
"Based on the above, our Directors believe that we will have sufficient funds for our present working capital requirements for at least the next 12 months from the date of this prospectus.",
"For more information on our expected capital expenditure requirements, please refer to the paragraph headed ‘‘Capital expenditures’’ in this section.",
"# Cash flows of our Group",
"The following table sets forth the selected cash flow data from our combined statements of cash flows for the Track Record Period:",
"<table><tr><td rowspan=\"4\"></td><td colspan=\"2\">For the year ended\n31 December</td><td colspan=\"2\">For the four months ended\n30 April</td></tr><tr><td>2015</td><td>2016</td><td>2016</td><td>2017</td></tr><tr><td>S$’000</td><td> S$’000</td><td> S$’000</td><td> S$’000</td></tr><tr><td></td><td></td><td>(Unaudited)</td><td></td></tr><tr><td>Net cash generated from/(used in)\noperating activities</td><td>2,907</td><td>7,891</td><td>1,512</td><td>(2,664)</td></tr><tr><td>Net cash (used in)/generated from\ninvesting activities</td><td>(286)</td><td>(96)</td><td>48</td><td>(32)</td></tr><tr><td>Net cash used in financing activities</td><td>(1,329)</td><td>(5,032)</td><td>(2,942)</td><td>(106)</td></tr><tr><td>Net increase/(decrease) in cash and\ncash equivalents</td><td>1,292</td><td>2,763</td><td>(1,382)</td><td>(2,802)</td></tr><tr><td>Cash and cash equivalents at the\nbeignninhg of te year</td><td>2,960</td><td>4,252</td><td>4,252</td><td>7,015</td></tr><tr><td>Cash and cash equivalents at the end of\nthe year</td><td>4,252</td><td>7,015</td><td>2,870</td><td>4,213</td></tr></table>",
"# Net cash generated from operating activities",
"Our cash inflow from operating activities is principally derived from providing reinforced concrete works. Our working capital requirements typically arise from purchases of materials and settlements of our staff costs and subcontracting fees. During the Track Record Period, our net cash flows from"
] |
[
"# FINANCIAL INFORMATION",
"operating activities represented profit before tax for the year adjusted for income tax paid, income tax refund, finance costs, non-cash items such as depreciation of property, plant and equipment and loss on disposal of property, plant and equipment and changes in working capital.",
"For the four months ended 30 April 2017, we had net cash used in operating activities of approximately S\\$2.7 million, which was a combined effect of operating cash inflows before movements in working capital of approximately S\\$1.7 million, net decrease in working capital changes of approximately S\\$3.9 million and income tax paid of approximately S\\$0.5 million. Net decrease in working capital changes was primarily reflected by an increase in trade and retention sum receivables of approximately S\\$5.0 million, which was mainly attributable to the increase in progress billings in Project Orchard Station and Project New State Courts, resulting from the greater amounts of works performed during the four months ended 30 April 2017. The effect was partially offset by (i) a decrease in amounts due from customers for contract works of approximately S\\$1.0 million; and (ii) an increase in amounts due to customers for contract works of approximately S\\$0.9 million.",
"For the year ended 31 December 2016, we had net cash generated from operating activities of approximately S\\$7.9 million, which was a combined effect of operating cash inflows before movements in working capital of approximately S\\$3.6 million, net increase in working capital changes of approximately S\\$4.8 million and income tax paid of approximately S\\$0.5 million. Net increase in working capital changes was primarily reflected by (i) a decrease in trade and retention sum receivables of approximately S\\$6.1 million mainly attributable to the completion of several projects; and (ii) an increase in other payables and accruals of approximately S\\$2.7 million, mainly arising from increases in accrued salaries and accrued materials costs. The effect was partially offset by (i) an increase in amounts due from customers for contract works of approximately S\\$3.7 million; and (ii) a decrease in amounts due to customers for contract works of approximately S\\$0.7 million.",
"For the year ended 31 December 2015, we had net cash generated from operating activities of approximately S\\$2.9 million, which was a combined effect of operating cash inflows before movement in working capital changes of approximately S\\$3.6 million and net decrease in working capital changes of approximately S\\$0.7 million. Net decrease in working capital changes was primarily reflected by an increase in trade and retention sum receivables of approximately S\\$7.0 million, which was mainly attributable to the increases in progress billings in Project Micron and Project Tanjong Pagar Mixed Development, resulting from the greater amounts of works performed during the year ended 31 December 2015. The effect was partially offset by (i) an increase in amounts due to customers for contract works of approximately S\\$5.1 million; and (ii) a decrease in amounts due from customers for contract works of approximately S\\$2.6 million.",
"# Net cash used in investing activities",
"Our cash used in investing activities mainly consists of the purchases of property, plant and equipment.",
"For the four months ended 30 April 2017, we had net cash used in investing activities of approximately S\\$32,000, which was primarily due to the purchases of property, plant and equipment, mainly including office equipment."
] |
[
[
11,
0
]
] |
20745027_208.pdf
|
20745027_209.pdf
|
en
|
[
"and our issued Shares with a market capitalization of at least HK\\$375 million will be held by the public upon completion of the Global Offering in accordance with 8.08(1)(a) and 18A.07, respectively, of the Listing Rules.",
"# PRC LEGAL COMPLIANCE",
"# M&A Rules",
"The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (關於外國投資者併購境內企業的規定) (the “M&A Rules”), which werej ointly promulgated by the MOFCOM, the State Assets Supervision and Administration Commission, the SAT, the SAMR, the CSRC and the SAFE on August 8, 2006, came into effect on September 8, 2006 and subsequently amended on June 22, 2009, require that foreign investors acquiring domestic companies by means of asset acquisition or equity acquisition shall comply with relevant foreign investment industry policies and shall be subject to approval by the relevant commerce authorities. Article 11 of the M&A Rules stipulates that an offshore special purpose vehicle established or controlled by a PRC domestic company, enterprise or natural person shall obtain approval from the MOFCOM prior to the acquisition of any domestic enterprise related to such company, enterprise or natural person. The M&A Rules, amongst others, also require that an offshore special purpose vehicle, or a SPV, formed for overseas listing purposes and through purchasing shares or equity interest in PRC domestic companies in exchange for the shares of offshore companies, and controlled directly or indirectly by PRC companies or individuals, shall obtain the approval of the CSRC prior to the listing and trading of such SPV’s securities on an overseas stock exchange.",
"The Manual of Guidance on Administration for Foreign Investment Access (2008 Edition)(《外商投資准入管理指引手冊(2008年版)) (the “Manual”), which was promulgated by the Foreign Investment Administration of the Ministry of Commerce, came into effect on December 18, 2018.The Manual stipulates that the transfer of equity of a Chinese party in an established foreign-invested enterprise to a foreign party shall not refer to the M&A Rules. No matter whether there is any associated relationship between the Chinese party and foreign party, and no matter whether the foreign party is the original shareholders or new investors. The target company of merger and acquisition shall include domestic capital enterprise only.",
"As advised by our PRC Legal Adviser, the proposed Listing is not subject to approval from the MOFCOM under the M&A Rules and our listing on the Stock Exchange is not subject to a prior approval from the CSRC under the M&A Rules.",
"# Circular 37",
"SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles (關於境內居民通過特殊目的公司境外投融資及返程投資外匯管理有關問題的通知) (the “SAFE Circular 37”) on July 14, 2014, which replaced the former circular commonly known as “SAFE Circular 75” promulgated by SAFE on October 21, 2005. SAFE Circular 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle”. SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or swap, merger, division or other material event. In the event that a PRC shareholder holding interests in a"
] |
[
"special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle maybe restricted in its ability to contribute additional capital into its PRC subsidiary. Furthermore, failure to comply with the SAFE registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls.",
"On February 13, 2015, SAFE released the Notice on Further Simplifying the Improving Policies for the Foreign Exchange Administration of Direct Investment (國家外匯管理局關於進一步簡化和改進直接投資外匯管理政策的通知) (the “SAFE Circular 13”), which became effective from June 1, 2015. According to SAFE Circular 13, local banks shall examine and handle foreign exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment registration under SAFE Circular 37. However, there exists uncertainties with respect to its interpretation and implementation by governmental authorities and banks.",
"As advised by our PRC Legal Adviser, each of Dr. Wang and Dr. Hu is not required to make registration for their respective investments in our Company under SAFE Circular 37 or SAFE Circular 13, and each of Ms. Wang and Ms. Hu has completed the registration for their respective investments in our Company under SAFE Circular 37 on March 29, 2018.",
"Our PRC Legal Adviser have confirmed that all relevant material registrations, approvals and permits required under PRC laws and regulations in relation to the establishment, increases of registered capital, equity transfers in respect of the PRC subsidiaries of our Group as described above have been completed and obtained.",
"# OUR STRUCTURE IMMEDIATELY PRIOR TO THE GLOBAL OFFERING",
"The following diagram illustrates the corporate and shareholding structure of our Group immediately prior to the completion of the Global Offering:"
] |
[
[
7,
0
]
] |
8405636_47.pdf
|
8405636_48.pdf
|
en
|
[
"<table><tr><td>“Over-allotment Option”</td><td>the option expected to be granted by our Company to the\nInternational Underwriters, exercisable by the Joint\nRepresentatives on behalf of the International\nUnderwriters pursuant to the International Underwriting\nAgreement, pursuant to which our Company may be\nrequired to allot and issue up to an aggregate of\n103,500,000 additional Shares at the Offer Price,\nrepresenting 15% of the total number of Offer Shares\ninitially available under the Global Offering, to, among\nother things, cover over-allocation in the International\nOffering, if any</td></tr><tr><td>“PRC Company Law”</td><td>Company Law of the PRC (中華人民共和國公司法)</td></tr><tr><td>“PRC government”</td><td>the government of the PRC, including all governmental\nsub-divisions such as provincial, municipal and other\nreigonal or local government entities</td></tr><tr><td>“PRC Legal Advisers”</td><td>Commerce & Finance Law Offices, legal advisers to our\nCompany as to PRC laws</td></tr><tr><td>“Price Determination Date”</td><td> the date, expected to be on or about Thursday, 12\nNovember 2020 and no later than Sunday, 15 November\n2020 unless otherwise announced, on which the Offer\nPrice is to be determined for the purposes of the Global\nOffering</td></tr><tr><td>“Property Law”</td><td>Property Law of the PRC (中華人民共和國物權法)</td></tr><tr><td>“Qindgao Sunac”</td><td>QindSgao unac A Tour Town ProipertSy ervces Co.,\nLtd. (青島融創阿朶小鎮物業服務有限公司), a company\nestablished in the PRC with limited liability on 17 July\n2018 and an indirect subsidiary of our Company, which\nwas owned as to 70% by Sunac Property Services and\n30% by Qindao LonhiPSga roperty ervices Co., Ltdg.\n(青島隆海物業服務有限公司), an Independent Third\nParty save for its equity interest in Qindgao Sunac, as at\nthe Latest Practicable Date</td></tr><tr><td>“Qindgao Sunac Livable\nCommunity”</td><td>QindSgao unac Livable CommunitPSy ropertiy ervces\nCo., Ltd, (青島融創歸心物業服務有限公司), a company\nestablished in the PRC with limited liability on 14\nSeptember 2020 and an indirect wholly-owned subsidiary\nof our Company</td></tr></table>"
] |
[
"<table><tr><td>“qualified institutional buyer”</td><td> qualified institutional buyer within the meaning of Rule\n144A</td></tr><tr><td>“Qualifiyng Sunac\nShareholder(s)”</td><td>holder(s) of the Sunac Shares, whose names appear on the\nreister ofg members of Sunac China on the Record Date,\nother than the Excluded Sunac Shareholders</td></tr><tr><td>“Record Date”</td><td> Thursday, 5 November 2020, being the record date for\ndetermining the entitlement of the Qualifiyng Sunac\nShareholders to the Distribution</td></tr><tr><td>“Regulation S”</td><td> Regulation S under the U.S. Securities Act</td></tr><tr><td>“Renminbi” or “RMB”</td><td> Renminbi yuan, the lawful currency of the PRC</td></tr><tr><td>“Reorganisation”</td><td> the reorganisation arrangements undergone by us in\npreparation for the Listing, details of which are set forth\nin the section headed “History, Reorganisation and\nCorporate Structure – Reorganisation”</td></tr><tr><td>“R ule144A”</td><td> Rule 144A under the U.S. Securities Act</td></tr><tr><td>“SAT”</td><td> the State Administration of Taxation of the PRC</td></tr><tr><td>“SFC”</td><td> the Securities and Futures Commission of Hong Kong</td></tr><tr><td>“SFO”</td><td> the Securities and Futures Ordinance (Chapter 571 of the\nLaws of Hong Kong), as amended, sulppemented or\notherwise modified from time to time</td></tr><tr><td>“Share(s)”</td><td> ordinary share(s) of HK$0.01 each in the share caital of\npour Company</td></tr><tr><td>“Shareholder(s)”</td><td> holder(s) of Shares</td></tr><tr><td>“Shenzhen Sunac”</td><td> Shenzhen Sunac Property Services Group Co., Ltd. (深圳\n融創物業服務集團有限公司), a company established in\nthe PRC with limited liability on 12 December 2019 and\nan indirect wholly-owned subsidiary of our Company</td></tr></table>"
] |
[
[
0,
0
]
] |
20749936_115.pdf
|
20749936_116.pdf
|
en
|
[
"operators to protect the interests of online players and specify certain terms that must be included in the service agreements between online game operators and the players of their online games. The MOC has formulated the Mandatory Provisions for the Standard Agreement for Online Game Services （網絡遊戲服務格式化協定必備條款）. Pursuant to the Online Game Measures, the service agreement entered into between an online game operator and a user must include all the mandatory provisions specified by the MOC. Other clauses in the service agreement shall not contravene the mandatory provisions.",
"7. The Administrative Measures on Internet Information Services （《互聯網信息服務管理辦法》） was issued by the State Council and lately amended in January 2011. Internet information service is a kind of information service categorized as a VATS in the current Telecom Catalogue attached to the Telecommunications Regulation as most recently updated in December 2015. Pursuant to these measures, “Internet information services” are divided into “commercial Internet information services” and “non-commercial Internet information services.” A commercial Internet information services operator must obtain a VATS license for Internet information services, or the ICP license, from the relevant government authorities before engaging in any commercial Internet information services operations in China, while the ICP license is not required if the operator will only provide Internet information on a non-commercial basis.",
"8. The Provisional Regulations for the Administration of Online Culture （《互聯網文化管理暫行規定》） (the “Online Culture Regulations”) issued by the MOC and effective on April 1, 2011 and most recently amended in November 2017, applies to entities engaging in Internet cultural activities related to “online cultural products”, which are produced specifically for Internet use, such as online music and entertainment, online games, online plays, online performances, online works of art and web animation, and other online cultural products that produced from such cultural products as music entertainment, games, shows & plays (programs), performances, works of art, cartoons, etc. by certain technical means and reproduced on the Internet for dissemination. Under the Online Culture Regulations, whoever applying for engaging in internet for-profit Internet cultural activities, including the production, duplication, importation, release or broadcasting of online cultural products; the dissemination of online cultural products on the Internet or the transmission of such products via Internet or mobile phone networks to player terminals, such as computers, phones, television sets and gaming consoles, or Internet surfing service sites such as Internet cafe´s; or the holding of exhibition or contests related to online cultural products, are required to apply to the relevant local branch of the MOC for an Online Culture Operating Permit. The MOC issued the Circular on Implementation of the Newly Revised Interim Provisions on the Administration of Internet Culture （《關于實施新修訂<互聯網文化管理暫行規定>的通知》） on March 18, 2011, which provides that the authorities will temporarily not accept applications by foreign-invested Internet content providers for operation of Internet culture business (other than online music business).",
"9. The Provisions on Protection of Personal Information of Telecommunication and Internet Users(《電信和互聯網用戶個人信息保護規定》) promulgated by the MIIT in July 2013, regulates the collection and use of users’ personal information in the provision of telecommunication services and Internet information services in China and the personal information includes a user’s name, birth date, identification card number, address, phone number, account name, password and"
] |
[
"other information that can be used for identifying a user. Telecommunication business operators and Internet service providers are required to constitute their own rules for the collecting and use of users’ information and they cannot collect or use of user’s information without users’ consent. Telecommunication business operators and Internet service providers must specify the purposes, manners and scopes of information collection and uses, obtain consent of the relevant citizens, and keep the collected personal information confidential. Telecommunication business operators and Internet service providers are prohibited from disclosing, tampering with, damaging, selling or illegally providing others with, collected personal information. Telecommunication business operators and Internet service providers are required to take technical and other measures to prevent the collected personal information from any unauthorized disclosure, damage or loss.",
"10. The Telecommunications Regulations of the People’s Republic of China （《中華人民共和國電信條例》） (the “Telecom Regulations”), promulgated by the PRC State Council and lately amended on February 6, 2016, is the primary governing law among all of the applicable laws and regulations, by setting out the general framework for the provision of telecommunications services by domestic PRC companies. Under the Telecom Regulations, telecommunications service providers are required to procure operating licenses prior to their commencement of operations. The Telecom Regulations distinguish “basic telecommunications services” from “VATS.” VATS are defined as telecommunications and information services provided through public networks. The Catalogue of Telecommunications Businesses （電信業務分類目錄） (the “Telecom Catalogue”) was issued as an attachment to the Telecom Regulations to categorize telecommunications services as either basic or value-added. In February 2003 and December 2015, the Telecom Catalogue was updated respectively.",
"11. Foreign investment in telecommunications companies in the PRC is governed by the Provisions for the Administration of Foreign-Invested Telecommunications Enterprises （《外商投資電信企業管理規定》） (the “Foreign-Invested Telecommunications Enterprises Provisions”), which was promulgated by the State Council and lately amended on February 6, 2016, respectively. With certain exceptions to E-commerce, the VATS industry in the PRC is categorized as a “restricted” category under the Catalog and has been subject to restrictions on percentage of foreign ownership (not holding more than 50%). The Foreign-Invested Telecommunications Enterprises Provisions further require (i) the major foreign investor in any VATS business in the PRC to demonstrate prior experience in providing VATS services and a good track record of business operations overseas (the “Qualification Requirement”); and (ii) foreign invested enterprises (“FIEs”) intending to conduct VATS business to obtain approvals from the MIIT and MOFCOM or its competent local branches prior to investing.",
"12. The Regulations on the Administration of Internet Publishing Services （《網絡出版服務管理規定》） (the “Internet Publishing Regulations”), jointly issued by the State Administration of SARFT and MIIT and effective on March 10, 2016, regulate a broad range of activities related to the “internet publishing services” providing “internet publications”, including online games, to the public through information networks. The Internet Publishing Regulations provides that any entity that is engaged in internet publishing services must obtain an Internet Publishing Service License （網絡出版服務許可證） and requires that prior to internet publishing of online games, an entity shall apply with the publishing authority of the province, autonomous region or centrally-administered municipality where it is situated, which shall, after its examination and"
] |
[
[
3,
0
]
] |
9321198_456.pdf
|
9321198_457.pdf
|
en
|
[
"• Step 3: Determine the transaction price",
"• Step 4: Allocate the transaction price to the performance obligationsi n the contract",
"• Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation",
"The Group recognises revenue when (or as) a performance obligationi s satisfied, i.e. when “control” of the services underlying the particular performance obligationi s transferred to customers.",
"If control of the services transfers over time, revenuei s recognised over the period of the contract by reference to the progress towards complete satisfaction of that performance obligation. Otherwise, revenuei s recognised at a point in time when the customer obtains control of the services. The Group recognises revenue when the specific criteria have been met for the following activities:",
"Tuition and boarding fees received from students are generally paidi n advance prior to the beginning of each academic year, and are initially recorded as contract liabilities. Tuition and boarding fees are recognised proportionately over the periods of the applicable programme. The portion of tuition and boarding payments received from students but not earnedi s recorded as a contract liability andi s reflected as a current liability as such amounts represent revenue that the Group expects to earn within one year. The academic year of the Group’s schoolsi s generally from September to August of the following year.",
"Tuition fees from the provision of other education services to students are collectedi n advance on a lump sum basis. Revenuei s recognised proportionately over the periods of the applicable programme.",
"The Group does not expect to have any contracts where the period between the transfer of the promised services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.",
"# Other income",
"Rental incomei s recognised on a time proportion basis over thel ease terms.",
"Interest income from a financial asset is recognised on an accrual basis using the effectivei nterest method by applying the rate that exactly discounts the estimated future cash receipts over the expectedl ife of the financial instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset.",
"# Employee benefits",
"# Pension scheme",
"The employees of the Group’s subsidiaries which operatei n Mainland China are required to participate in a central pension scheme operated by thel ocal municipal government. The subsidiaries operatingi n Mainland China are required to contribute certain percentage of their payroll costs to the central pension scheme. The contributions are charged to profit or loss as they become payablei n accordance with the rules of the central pension scheme.",
"# Borrowing costs",
"Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, i.e., assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets. The capitalisation of such borrowing costs ceases when the"
] |
[
"assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs capitalised. All other borrowing costs are expensedi n the periodi n which they arei ncurred. Borrowing costs consist of interest and other costs that an entityi ncursi n connection with the borrowing of funds.",
"# Dividends",
"Final dividends are recognised as al iability when they are approved by the shareholdersi n a general meeting. Proposed final dividends are disclosedi n the notes to the Historical Financial Information.",
"Interim dividends are simultaneously proposed and declared, because the Company’s memorandum and articles of association grant the directors the authority to declarei nterim dividends. Consequently, interim dividends are recognisedi mmediately as al iability when they are proposed and declared.",
"# Foreign currencies",
"The Historical Financial Informationi s presentedi n RMB. Each entityi n the Group determinesi ts own functional currency andi temsi ncludedi n the financial statements of each entity are measured using that functional currency. Foreign currency transactions recorded by the entitiesi n the Group arei nitially recorded using their respective functional currency rates prevailing at the dates of the transactions. Monetary assets andl iabilities denominatedi n foreign currencies are translated at the functional currency rates of exchange ruling at the end of each of the Relevant Periods. Differences arising on settlement or translation of monetary items are recognisedi n profit orl oss.",
"Non-monetaryi tems that are measuredi n terms of historical cost in a foreign currency are translated using the exchange rates at the dates of thei nitial transactions. Non-monetaryi tems measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of a non-monetaryi tem measured at fair valuei s treatedi nl ine with the recognition of the gain or loss on changei n fair value of thei tem (i.e., translation difference on thei tem whose fair value gain orl ossi s recognisedi n other comprehensivei ncome or profit orl ossi s also recognised in other comprehensivei ncome or profit orl oss, respectively).",
"In determining the exchange rate oni nitial recognition of the related asset, expense or income on the derecognition of a non-monetary asset or non-monetaryl iability relating to an advance consideration, the date of initial transactioni s the date on which the Groupi nitially recognises the non-monetary asset or non-monetaryl iability arising from the advance consideration. If there are multiple payments or receiptsi n advance, the Group determines the transaction date for each payment or receipt of the advance consideration.",
"The functional currencies of certain overseas subsidiaries are currencies other than the RMB. As at the end of each of the Relevant Periods, the assets andl iabilities of these entities are translatedi nto RMB at the exchange rates prevailing at the end of each of the Relevant Periods and their statements of profit or loss and other comprehensivei ncome are translatedi nto RMB at the weighted average exchange rates for the year.",
"The resulting exchange differences are recognisedi n other comprehensivei ncome and accumulatedi n the exchange fluctuation reserve. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operationi s recognisedi n profit orl oss.",
"# 3. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES",
"The preparation of the Historical Financial Information requires management to makej udgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets andl iabilities, and their accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets orl iabilities affected in the future."
] |
[
[
15,
0
]
] |
11754071_4.pdf
|
11754071_5.pdf
|
en
|
[
"FIG. 2. (Color online) \\( \\mu \\) vs. B vs. \\( Q _ { \\mathrm { D } } \\) for a five-channel sys-tem (compare with Figs. 8 and 7.) The background red-white colors are obtained using a numerical tight-binding simula-tion with \\( L \\, = \\, 3 0 0 0 0 a \\) and \\( W \\, = \\, 5 a \\), while the black lines, which represent the topological phase boundaries, are ob-tained analytically using Eq. (7). Here, \\( V _ { 0 } = \\sqrt { \\gamma / a ^ { 2 } } = 0 . 2 t \\),\\( \\alpha _ { \\mathrm { S O } } \\; = \\; 0 . 0 2 \\hbar / m a \\) (\\( l _ { \\mathrm { S O } } \\, = \\, 4 . 0 8 \\mu m \\)) and \\( \\Delta \\) =\\( = ~ 0 . 1 6 4 t \\), where \\( t \\, = \\, h ^ { 2 } / 2 m a ^ { 2 } \\) and \\( a \\, = \\, 0 . 0 1 l _ { \\mathrm { S O } } \\) is the tight-binding lattice spacing. The fragmented nature of the topological phase di-agram seen in (b) cannot be explained in a p-wave picture. See Appendix B for a discussion of corresponding experimen-tal parameters.",
"FIG. 3. (Color online) \\( \\mu \\) vs. \\( V _ { 0 } \\; = \\; \\sqrt { \\gamma / a ^ { 2 } } \\) vs. Q for a multichannel RSW wire. The black lines, which represent topological phase boundaries, are obtained analytically us-ing Eq. (7). The background red-white colors are obtained using tight-binding numerical simulations with \\( L = 6 0 0 0 0 a \\). In both cases, \\( W = 4 a \\), \\( \\alpha _ { \\mathrm { S O } } \\, = \\, 0 . 0 1 5 \\hbar / m a \\),\\( \\Delta = 0 . 2 0 t \\) and \\( B = 0 . 3 5 t \\), where \\( t = \\hbar ^ { 2 } / 2 m a ^ { 2 } \\) is the tight-binding hopping parameter and a is the TB lattice spacing. See Appendix B for a discussion of corresponding experimental parameters.",
"# B. Numerical simulations",
"In this section, we obtain the topological index of a disordered multichannel wire numerically and compare it with our analytical results from the previous section. For our numerical simulations, we take the TB form of the Hamiltonian in Eq. (1) whose details can be found in the Appendix B. We consider a wire of length \\( L \\gg l _ { \\mathrm { M F P } } \\), \\( \\mathcal { E } \\) or \\( l _ { \\mathrm { S O } } \\), with metallic leads (\\( \\alpha _ { \\mathrm { S O } } = 0 \\),\\( \\Delta \\) = 0 and \\( V ( x , y ) \\) = 0 in the leads). We use the results of Fulga et al. to obtain the topological quantum number of the disordered multi-channel wire from the scattering matrices of the wires.37 For a semi-infinite wire in the symmetry class D, the topological charge is given by \\( Q _ { \\mathrm { D } } \\, = \\, \\mathrm { d e t } ( r ) \\) where r is the reflection matrix. For a quasiparticle insulator, this determinant can only take the values \\( \\pm \\) 1. However, for a finite system this determinant can in general have any value in the \\( \\lceil - 1 , 1 \\)] interval. We obtain the reflection ma-trix of the TB system in our numerical TB simulations using the Kwant library62 and then use this relation to calculate \\( Q _ { \\mathrm { D } } \\). We plot the topological phase diagram in Figures 2 and 3, where the red and white colors represent \\( Q _ { \\mathrm { D } } = - 1 \\) and \\( Q _ { \\mathrm { D } } = + 1 \\) respectively.",
"Figure 2 exemplifies our central result given in Eq. (11). We find that for a nearly depleted wire (Fig. 2a), the topological phase merely shifts to the higher values of the chemical potential in agreement with Ref.34. For higher chemical potentials/doping, we ob-serve a fragmented topological phase diagram (Fig. 2b). We find good agreement with our analytical results from Eq. (11). We note in passing that, this fragmenta-tion cannot be explained by a simple p-wave picture as these topological phases arise despite the incomplete spin-polarization of the wire under a low magnetic field. For a full phase diagram over the entire bandwidth, but for slightly different material parameters, see Figure 8, where the reentrant phases are apparent.",
"In Fig. 3, we plot the topological number \\( Q _ { \\mathrm { D } } \\) as a func-tion of \\( \\mu \\) and the disorder strength \\( \\sqrt { \\gamma / a ^ { 2 } } \\) for a constant \\( B _ { \\mathrm { Z e e m a n } } \\) over the full TB bandwidth. The reentrant na-ture of the topological phase diagram can also be seen in this plot, for example, by following the \\( \\mu \\) = 1.5 line as \\( \\gamma \\) is increased. As the disorder strength increases, series of topological transitions occur, similar to the PW wire.42 However, unlike the PW wire, the number of transitions is given by \\( \\bar { N } ( \\mu + \\epsilon ) + \\bar { N } ( \\mu - \\epsilon ) \\) rather than \\( \\bar { N } ( \\mu ) \\), with \\( \\bar { N } ( \\mu ) \\) defined as \\( \\bar { N } ( \\mu _ { \\mathrm { e f f } } ) \\, = \\, \\lfloor W k _ { F } ( \\mu _ { \\mathrm { e f f } } ) / \\pi \\rfloor \\). For further discussion of the emergence of effective p-wave picture at high magnetic fields, see Appendix C.",
"# III. CONCLUSION",
"In summary, we investigate the effect of disorder in multichannel Rashba SOC proximity-induced topological superconductor nanowires (RSW nanowires) at experi-mentally relevant parameter ranges. We derive formulae that determine all topological phase boundaries of a mul-"
] |
[
"tichannel disordered RSW wire. We test these formulae with numerical tight-binding simulations at experimen-tally relevant parameter ranges and find good agreement without any fitting parameters. We show that there are additional topological transitions for the RSW wires lead-ing to a richer phase diagram with further fragmentaliza-tion beyond that of the p-wave models.",
"# ACKNOWLEDGMENTS",
"This work was supported by funds of the Erdal ˙Ino¨n¨u chair, by T¨U B˙ITAK under grant No. 110T841, by the Foundation for Fundamental Research on Matter (FOM) and by Microsoft Corporation Station Q. ˙IA is a mem-ber of the Scien¨ce Academy—Bilim Akademisi—Turkey;BP, AT and OB thank The Science Academy—Bilim Akademisi—Turkey for the use of their facilities through-out this work.",
"# Appendix A: Mean free path",
"We consider a long wire along the x-axis, having a length of L along the x-direction and a width of W along the y-direction and metallic leads at the end, with a Gaussian disorder of the form \\( \\left\\langle V ( \\mathbf { r } ) \\, V ( \\mathbf { r } ^ { \\prime } ) \\right\\rangle = \\gamma \\, \\delta ( \\mathbf { r } - \\mathbf { r } ^ { \\prime } ) \\). We obtain the ensemble average of the matrix element be-tween the \\( n ^ { \\mathrm { t h } } \\) and \\( l ^ { \\mathrm { t h } } \\) transverse channels as \\( k ( k _ { x } , n ) \\rightarrow \\)\\( k ^ { \\prime } ( k _ { x } ^ { \\prime } , l ) \\) as",
"\\[ \\big \\langle | V _ { k k ^ { \\prime } } | ^ { 2 } \\big \\rangle = \\frac { \\gamma } { L W } \\left( 1 + \\frac { \\delta _ { n , l } } { 2 } \\right) . \\qquad \\qquad ( \\mathrm { A 1 } ) \\]",
"We then use Fermi’s Golden Rule to calculate the in-verse lifetime of a momentum state k, \\( \\tau _ { k \\rightarrow k ^ { \\prime } } ^ { - 1 } \\) :",
"\\[ \\begin{array} { r l r } & { } & { \\left\\langle l _ { \\mathrm { M F P } ( k _ { x } , n \\rightarrow k _ { x } ^ { \\prime } , l ) } ^ { - 1 } \\right\\rangle = \\left( \\frac { 1 } { \\hbar } \\frac { \\partial \\varepsilon _ { k } } { \\partial k _ { x } } \\right) ^ { - 1 } \\times \\frac { 2 \\pi } { \\hbar } \\frac { \\gamma } { L W } \\times } \\\\ & { } & { \\left( 1 + \\frac { \\delta _ { n , l } } { 2 } \\right) \\, \\rho ( \\varepsilon _ { k ^ { \\prime } } ) . \\qquad ( \\mathrm { A 2 } ) } \\end{array} \\]",
"where \\( \\varepsilon _ { k } \\) gives the dispersion relation and \\( \\rho ( \\varepsilon _ { k } ) \\) is the density of states. We then sum over the initial and final states \\( k ^ { \\prime } \\) in Eq. (A2) to obtain the total inverse MFP:",
"\\[ \\left\\langle l _ { \\mathrm { M F P } } ^ { - 1 } \\right\\rangle = \\sum _ { k _ { x } , k _ { y } ; k _ { x } ^ { \\prime } , k _ { y } ^ { \\prime } } \\left\\langle l _ { \\mathrm { M F P } ( k _ { x } , n \\rightarrow k _ { x } ^ { \\prime } , l ) } ^ { - 1 } \\right\\rangle \\qquad \\mathrm { ( A 3 ) } \\]",
"We first apply Eq. (A3) to a free electron dispersion of the form \\( \\varepsilon ( k ) = \\bar { h } ^ { 2 } k ^ { 2 } / 2 m = \\hbar ^ { 2 } / 2 m \\, ( k _ { n , x } ^ { 2 } + n ^ { 2 } \\bar { \\pi } ^ { 2 } / W ^ { 2 } ) \\) for \\( n \\, \\in \\, 1 , \\dots , \\bar { N } \\) where \\( \\bar { N } ( \\mu _ { \\mathrm { e f f } } ) \\; = \\; \\lfloor W k _ { F } ( \\varepsilon ) / \\pi \\rfloor \\). The resulting total ensemble-averaged inverse MFP is",
"FIG. 4. \\( \\zeta _ { N \\rightarrow N + 1 } ^ { - 1 } / ( N + 1 ) \\) vs. N.",
"\\[ \\begin{array} { c } { { \\langle l _ { \\mathrm { M F P } } ^ { - 1 } \\rangle = \\displaystyle \\sum _ { n = 1 } ^ { \\bar { N } } \\sum _ { l = 1 } ^ { \\bar { N } } \\int \\frac { d k _ { n , x } ^ { \\prime } } { \\pi / L } \\, \\frac { m ^ { 2 } } { \\hbar ^ { 4 } } \\frac { 2 \\gamma W } { L \\pi } \\, \\left( 1 + \\frac { \\delta _ { n l } } { 2 } \\right) \\, \\frac { \\pi } { W } \\times } } \\\\ { { \\delta ( k _ { l , x } ^ { \\prime } \\pm \\sqrt { 2 m \\varepsilon / \\hbar ^ { 2 } - l ^ { 2 } \\pi ^ { 2 } / W ^ { 2 } } ) } } \\\\ { { \\sqrt { 2 m \\varepsilon / \\hbar ^ { 2 } - n ^ { 2 } \\pi ^ { 2 } / W ^ { 2 } } \\, \\sqrt { 2 m \\varepsilon / \\hbar ^ { 2 } - l ^ { 2 } \\pi ^ { 2 } / W ^ { 2 } } } } \\\\ { { = \\frac { 4 m ^ { 2 } \\gamma } { \\hbar ^ { 4 } \\pi k _ { F } } \\, \\zeta _ { N } ^ { - 1 } , \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ \\ ( \\mathrm { A 4 } ) } } \\end{array} \\]",
"where \\( k _ { F } = \\sqrt { 2 m \\varepsilon / \\hbar ^ { 2 } } \\) is the Fermi wavevector,",
"\\[ \\zeta _ { N } ^ { - 1 } = \\frac { 3 \\bar { N } } { 2 } \\sum _ { n = 1 } ^ { \\bar { N } } \\eta _ { n } ^ { 2 } + 2 \\bar { N } \\sum _ { n = 1 } ^ { \\bar { N } } \\sum _ { l > n } ^ { \\bar { N } } \\eta _ { n } \\, \\qquad ( \\mathrm { A 5 } ) \\]",
"and \\( \\begin{array} { r } { \\eta _ { n } = \\left( \\frac { W ^ { 2 } k _ { F } ^ { 2 } } { \\pi ^ { 2 } } - n ^ { 2 } \\right) ^ { - \\frac { 1 } { 2 } } } \\end{array} \\), in agreement with Eq.(8) in the supporting online material of Rieder et al.42. The value of \\( \\zeta _ { N } \\) just below the transition \\( N \\to N + \\) 1 (denoted \\( \\zeta _ { N \\rightarrow N + 1 } \\) is plotted in Figure 4.",
"We now derive the MFP for a TB dispersion relation given by",
"\\[ \\varepsilon ( k _ { x , n } ) = 2 t \\ ( 2 - \\cos \\left( k _ { x , n } a \\right) - \\cos \\left( n \\pi a / W \\right) ) \\, . \\; \\; \\; \\; ( \\mathrm { A 6 } ) \\]",
"The number of channels is given by \\( \\bar { N } \\)\\( \\lfloor \\left( W / \\pi a \\right) \\operatorname { a r c c o s } \\left( 1 - \\varepsilon / 2 t \\right) \\rfloor \\) for 0 \\( < \\varepsilon < 4 t \\) and by \\( \\bar { N } = \\)\\( \\lfloor ( W / \\pi a ) \\operatorname { a r c c o s } \\left( 1 - ( 4 - \\varepsilon / 2 t ) \\right) \\rfloor \\) for 4 \\( t < \\varepsilon < 8 t \\). The resulting disorder-averaged inverse MFP reads:",
"\\[ \\left\\langle ( l _ { \\mathrm { M F P } } ^ { \\mathrm { T B } } ) ^ { - 1 } \\right\\rangle = \\frac { \\gamma } { \\bar { N } W a ^ { 2 } t ^ { 2 } } \\, ( \\zeta _ { N } ^ { \\mathrm { T B } } ) ^ { - 1 } \\qquad \\qquad ( \\mathrm { A 7 } ) \\]",
"where the dimensionless \\( ( \\zeta _ { N } ^ { \\mathrm { T B } } ) ^ { - 1 } \\) is given by",
"\\[ ( \\zeta _ { N } ^ { \\mathrm { T B } } ) ^ { - 1 } = \\frac { 3 \\bar { N } } { 2 } \\sum _ { n = 1 } ^ { \\bar { N } } ( \\eta _ { n } ^ { \\mathrm { T B } } ) ^ { 2 } + \\eqno ( \\mathrm { A 8 } ) \\]"
] |
[
[
7,
0
]
] |
9295220_106.pdf
|
9295220_107.pdf
|
en
|
[
"# 7、合并所有者权益变动表",
"本期金额",
"单位：元",
"<table><tr><td rowspan=\"4\">项目</td><td colspan=\"15\">2021 年度</td></tr><tr><td colspan=\"13\">归属于母公司所有者权益</td><td rowspan=\"3\">少数股\n东权益</td><td rowspan=\"3\">所有者\n权益合\n计</td></tr><tr><td rowspan=\"2\">股本</td><td colspan=\"3\">其他权益工具</td><td rowspan=\"2\">资本公\n积</td><td rowspan=\"2\">减：库\n存股</td><td rowspan=\"2\">其他综\n合收益</td><td rowspan=\"2\">专项储\n备</td><td rowspan=\"2\">盈余公\n积</td><td rowspan=\"2\">一般风\n险准备</td><td rowspan=\"2\">未分配\n利润</td><td rowspan=\"2\">其他</td><td rowspan=\"2\">小计</td></tr><tr><td>优先\n股</td><td>永续\n债</td><td>其他</td></tr><tr><td>一、上年期末余额</td><td>346,00\n0,000.\n00</td><td></td><td></td><td></td><td>561,025\n,368.32</td><td></td><td></td><td></td><td>30,118,8\n59.35</td><td></td><td>430,767\n,050.68</td><td></td><td>1,367,91\n1,278.35</td><td></td><td>1,367,9\n11,278.\n35</td></tr><tr><td> 加：会计政策变\n更</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td> 前期差错\n更正</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td> 同一控制\n下企业合并</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td> 其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>二、本年期初余额</td><td>346,00\n0,000.</td><td></td><td></td><td></td><td>561,025\n,368.32</td><td></td><td></td><td></td><td>30,118,8\n59.35</td><td></td><td>430,767\n,050.68</td><td></td><td>1,367,91\n1,278.35</td><td></td><td>1,367,9\n11,278.</td></tr></table>"
] |
[
"<table><tr><td></td><td>00</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>35</td></tr><tr><td>三、本期增减变动金\n额（减少以“－”号\n填列）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>3,297,3\n33.26</td><td></td><td>44,658,\n932.79</td><td></td><td>47,956,2\n66.05</td><td>3,997,1\n94.58</td><td>51,953,\n460.63</td></tr><tr><td>（一）综合收益总额</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>51,416,\n266.05</td><td></td><td>51,416,2\n66.05</td><td>-2,805.4\n2</td><td>51,413,\n460.63</td></tr><tr><td>（二）所有者投入和\n减少资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>4,000,0\n00.00</td><td>4,000,0\n00.00</td></tr><tr><td>1．所有者投入的普\n通股</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>4,000,0\n00.00</td><td>4,000,0\n00.00</td></tr><tr><td>2．其他权益工具持\n有者投入资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．股份支付计入所\n有者权益的金额</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（三）利润分配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>3,297,3\n33.26</td><td></td><td>-6,757,3\n33.26</td><td></td><td>-3,460,0\n00.00</td><td></td><td>-3,460,0\n00.00</td></tr></table>"
] |
[
[
3,
0
]
] |
20750690_48.pdf
|
20750690_49.pdf
|
en
|
[
"the fair value gains on our investment properties were RMB373.3 million, RMB242.4 million, RMB139.3 million, RMB115.0 million and RMB121.3 million, respectively.",
"Fair value gains or losses do not, however, change our cash position as long as the relevant investment properties are held by us and, therefore, do not increase our liquidity in spite of the increased profit. The amount of revaluation adjustments has been, and will continue to be, subject to market fluctuations. We cannot assure you that changes in the market conditions will continue to create fair value gains on our investment properties or that the fair value of our investment properties will not decrease in the future. In particular, the fair value of our investment properties could decline in the event that the property industry of China experiences a downturn. Any significant decreases in the fair value of our investment properties may materially and adversely impact our profit.",
"# The illiquidity of property investments and the lack of alternative uses of hotel and retail properties could significantly limit our ability to respond to adverse changes in the performance of our investment properties",
"Because property investments in general are relatively illiquid, our ability to promptly sell one or more of our investment properties in response to changing economic, financial and investment conditions is limited. The property market is affected by various factors, such as general economic conditions, availability of financing, interest rates, supply and demand, many of which are beyond our control. We cannot predict whether we will be able to sell any of our investment properties for the price or on the terms set by us, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a purchaser and to complete the sale of a property. In addition, if we sell an investment property during the term of that property’s management agreement or tenancy agreement, we may have to pay termination fees to our hotel management partners or our anchor retail tenants.",
"In addition, hotels and retail properties may not be readily converted to alternative uses if they became unprofitable due to competition, age, decreased demand or other factors. The conversion of hotel and retail properties to alternative uses generally requires substantial capital expenditures. We cannot assure you that we will have sufficient funds to carry out the conversion. These factors and any others that would impede our ability to respond to adverse changes in the performance of our hotels and retail properties could affect our ability to compete against our competitors and results of operations.",
"# If our provisions for LAT prove to be insufficient, our financial results would be adversely affected",
"Our properties developed for sale are subject to LAT. Under PRC tax laws and regulations, all income derived from the sale or transfer of land use rights, buildings and their ancillary facilities in the PRC is subject to LAT at progressive rates ranging from 30% to 60% on the appreciation of land value. LAT is calculated based on proceeds received from the sale of properties less deductible expenditures as provided in the relevant tax laws. We make provisions for the full amount of applicable LAT in accordance with the relevant PRC tax laws and regulations from time to time pending settlement with the relevant tax authorities. As we often develop our projects in phases, deductible items for the calculation of LAT, such as land costs, are apportioned among different phases of development. Provisions for LAT are made on our own estimates based on, among"
] |
[
"other things, our own apportionment of deductible expenses which is subject to final confirmation by the relevant tax authorities upon settlement of the LAT. We only prepay a portion of such provisions each year as required by the local tax authorities. As of December 31, 2010, 2011 and 2012 and September 30, 2013, we made provisions for LAT in the amounts of RMB168.3 million, RMB150.7 million, RMB110.2 million and RMB48.4 million, respectively. As of the Latest Practicable Date, we had not received any official confirmation or exemption with respect to our LAT liabilities for any period despite our LAT prepayments during the years. We cannot assure you that the relevant tax authorities will agree with our calculation of LAT liabilities, nor can we assure you that the LAT provisions will be sufficient to cover our LAT obligations in respect of our past LAT liabilities. If the relevant tax authorities determine that our LAT liabilities exceed our LAT prepayments and provisions, and seek to collect that excess amount, our cash flow, results of operations and financial condition may be materially and adversely affected. In addition, as we continue to expand our property developments, we cannot assure you that our provision for LAT obligations based on our estimates in new markets will be sufficient to cover our actual LAT obligations. As there are uncertainties as to when the tax authorities will enforce the LAT collection and whether it will apply the LAT collection retrospectively to properties sold before the enforcement, any payment as a result of the enforcement of LAT collection may significantly restrict our cash flow position, our ability to finance our land acquisitions and to execute our business plans.",
"# Our future growth partly depends on our ability to develop our business in other regions of China where we currently have no operations",
"In order to achieve sustainable growth, we need to continue to seek development opportunities in select regions in the PRC with potential for growth where we have no existing operations. However, our experience as a property developer in our existing markets may not be applicable in other regions. We may face intense competition from developers with established experience or presence in these new markets, and from other developers with similar expansion plans. In addition, business expansion or land acquisition requires a significant amount of capital investment and human resources, and may divert our existing resources including the attention of our management. Additionally, we may not be able to hire, train or retain sufficient talent to manage our operations in the new markets. As a result, our inability to develop, manage and integrate new projects and businesses may adversely affect our operating efficiency and the success of our expansion plans, which consequently may adversely affect our business, financial conditions and future prospects.",
"# Increasing competition in the PRC, particularly from developers of properties similar to ours in the second- and third-tier cities where we operate, may adversely affect our business and financial condition",
"In recent years, a large number of property developers have undertaken property development and investment projects in second- and third-tier cities in China, including property developments similar to ours, with commercial and residential properties integrated to varying degrees. Our major competitors include large national and regional property developers and overseas developers, some of which may have better track records and greater financial and other resources than us. In addition, we also compete with small local property developers. Intense competition among property developers in second- and third-tier cities in China for land, financing, raw materials and skilled management and labor resources may result in increased cost for land acquisition and construction, an oversupply of properties available for sale and a decrease in property"
] |
[
[
6,
0
]
] |
20791588_30.pdf
|
20791588_31.pdf
|
en
|
[
"<table><tr><td>“Guandgong Institute”</td><td> China EneriGgy Enigneerng rouGp uandEligong ectrc\nPower Design Institute Co., Ltd. (中國能源建設集團廣東\n省電力設計研究院有限公司), a limited liability company\nestablished in the PRC on November 8, 2001 and a\nwholly-owned subsidiary of our Company</td></tr><tr><td>“Guandgong Power Enigneering”</td><td> China EneriGgy Enigneerng rouGp uandEligong ectrc\nPower Eniigneerng Co., Ltd. (中國能源建設集團廣東電\n力工程局有限公司), a limited liability company\nestablished in the PRC on August 26, 1989 and a\nwholly-owned subsidiary of our Company</td></tr><tr><td>“Guandhgong Termal Power”</td><td> China EneriGgy Enigneerng rouGp uandThl\ngong ermaPower EnigneerinCg o., Ltd. (中國能源建設集團廣東火\n電工程有限公司), a limited liability company established\nin the PRC on May 12, 1986 and a wholly-owned\nsubsidiary of our Company</td></tr><tr><td>“Guangxi Water & Power Group”</td><td> Guangxi Water Conservanc &ly Eectric Power\nConstruction Group Co., Ltd. (廣西水利電力建設集團有\n限公司), a limited liability company established in the\nPRC on November 3, 1995 and a wholly-owned\nsubsidiary of our Company</td></tr><tr><td>“H Share(s)”</td><td> overseas listed foreign shares in the share caiptal of our\nCompany with a nominal value of RMB1.00 each, which\nare to be subscribed for and traded in HK dollars and\nlisted on the Hong Kong Stock Exchange</td></tr><tr><td>“H Share Reigstrar”</td><td> Computershare Hong Kong Investor Services Limited</td></tr><tr><td>“Heilongjiang Institute”</td><td> China EneriGgy Eniigneerng rouHlp eionigjanElg ectrc\nPower Design Institute Co. Ltd. (中國能源建設集團黑龍\n江省電力設計院有限公司), a limited liability company\nestablished in the PRC on April 24, 1993 and a wholly-\nowned subsidiary of our Company</td></tr><tr><td>“Heilongjiang Thermal Power 1\nCompany”</td><td>China EneriG\ngy Enigneerng rouHlp eionigjanNg o.1Thermal Power EniCgneerinLg o., td. (中國能源建設集\n團黑龍江省火電第一工程有限公司), a limited liability\ncompany established in the PRC on April 16, 1996 and a\nwholly-owned subsidiary of our Company</td></tr></table>"
] |
[
"<table><tr><td>“Heilongjiang Thermal Power 3\nCompany”</td><td>China EneriG3gy Enigneerng rouHlp eionigjanNg o. \nThermal Power EnigneerinCLg o., td. (中國能源建設集\n團黑龍江省火電第三工程有限公司), a limited liability\ncompany established in the PRC on January 1, 1962 and\na wholly-owned subsidiary of our Company</td></tr><tr><td>“HK$” or “HK dollars”</td><td> Hong Kong dollars and cents, respectively, the lawful\ncurrency of Hong Kong</td></tr><tr><td>“HKIAC”</td><td> Hong Kong International Arbitration Center</td></tr><tr><td>“HKSCC”</td><td> Hong Kong Securities Clearing Company Limited, a\nwholly owned subsidiary of Hong Kong Exchanges and\nClearing Limited</td></tr><tr><td>“HKSCC Nominees”</td><td> HKSCC Nominees Limited, a wholly owned subsidiary\nof HKSCC</td></tr><tr><td>“Hong Kong” or “HK”</td><td> Hong Kong Special Administrative ReifCgon o the PR</td></tr><tr><td>“Hong Kong Listing Rules” or\n“Listing Rules”</td><td>the Rules Governing the Listing of Securities on The\nStock Exchange of Hong Kong Limited (as amended\nfrom time to time)</td></tr><tr><td>“Hong Kong Offer Shares”</td><td> the 440,000,000 H Shares initially offered by our\nCompany for subscription at the Offer Price pursuant to\nthe Hong Kong Public Offering (subject to reallocation as\ndescribed in “Structure of the Global Offering”)</td></tr><tr><td>“Hong Kong Public Offering”</td><td> the offer of the Hong Kong Offer Shares for subscription\nby the public in Hong Kong (subject to adjustment as\ndescribed in “Structure of the Global Offering”) at the\nOffer Price lus brokperage, SFC transaction levy and\nHong Kong Stock Exchange trading fee, on and subject to\nthe terms and conditions described in this prospectus and\non the Alipcation Forms as fpurther described in\n“Structure of the Global Offering – Hong Kong Public\nOffering”</td></tr><tr><td>“Hong Kong Stock Exchange” or\n“Stock Exchange”</td><td>The Stock Exchange of Hong Kong Limited, a wholly\nowned subsidiary of Hong Kong Exchanges and Clearing\nLimited</td></tr></table>"
] |
[
[
0,
0
]
] |
9268274_75.pdf
|
9268274_76.pdf
|
en
|
[
"Share",
"# Rishi Sunak",
"That is an excellent point. My right hon. Friend the Secretary of State for Environment, Food and Rural Affairs is engaged in urgent talks with supermarkets to ensure the security of our food supply and to improve accessibility, particularly for those who may now be at home.",
"Share",
"# Jess Phillips (Birmingham, Yardley) (Lab)",
"I simply want to ask the Chancellor whether he could live on £94.25 per week. It is a simple question: has he ever lived on that, and could he live on that, because that is what most of my constituents are currently having to live on?",
"Share",
"# Rishi Sunak",
"We believe in a strong safety net during a short period so that people can get through this, which is why we have strengthened that safety net with £1 billion of extra investment to increase generosity and accessibility.",
"# Share",
"# Sir Iain Duncan Smith (Chingford and Woodford Green) (Con)",
"I commend my right hon. Friend the Chancellor for his bold measures today, which will encourage many small businesses to believe that the Government are on their side. There is more to do, I know. Can I also encourage him, though, in his statement to come, on further employment measures to bear it in mind that the most important thing we can do is to do everything we can to keep people in employment? That will help to deliver growth.",
"One area I want to raise with my right hon. Friend, which has not really been touched on, although I think the shadow Chancellor raised it, is the voluntary sector. The Centre for Social Justice has done some quick work on this and come to the conclusion that the"
] |
[
"smallest elements of the voluntary sector, which have no reserves, are going to lose about£400 million during this next few months, and they are going to be the ones that are called upon most for support in the community for those who suffer. Can I please ask him to look at this very carefully and see what we can do to give them that cash aid?",
"Share",
"# Rishi Sunak",
"My right hon. Friend knows better than most the value of making sure that people have the security of a good job, and I commend him for all his work in that regard. I agree with him wholeheartedly. My right hon. Friend the Communities Secretary is talking already to the voluntary sector and we stand ready to provide the support that may be required.",
"Share",
"# Edward Miliband (Doncaster North) (Lab)",
"I recognise, as I am sure the whole House does, the Chancellor’s wish to get any employment support scheme right, but he will recognise, as the shadow Chancellor said from the Front Bench, that people are facing redundancy right now. May I suggest two things that he can say tonight to help ward off those redundancies? The first is that he accepts the principle that Government should cover a substantial proportion of people’s wages, because it is in their interests and those of the economy and their businesses. The second is that he undertakes to come back not next week but by Friday of this week with a clear plan developed with unions and businesses.",
"Share",
"# Rishi Sunak",
"I say to the right hon. Gentleman that it is more important that we get this right than rush to things that will not work, but he can rest assured that we agree wholeheartedly with the ambitions of what he says, but delivering them and getting it right are vital and that is what we are working on doing."
] |
[
[
12,
0
]
] |
11763417_20.pdf
|
11763417_21.pdf
|
en
|
[
"<table><tr><td>“close associate(s)” \n「緊密聯繫人」</td><td>has the meaning ascribed to it under the GEM Listing Rules\n具有GEM上市規則所賦予的涵義</td></tr><tr><td>“Companies Ordinance” \n「公司條例」</td><td>the Companies Ordinance (Cap. 622 of the Laws of Hong Kong), as \namended, supplemented or modified from time to time\n經不時修訂、補充或修改的香港法例第622章公司條例</td></tr><tr><td>“Company”, “our Company”, “we” or “us” \n「本公司」或「我們」</td><td>Sunlight (1977) Holdings Limited (日光 (1977) 控股有限公司), an exempted \ncompany incorporated in the Cayman Islands on 21.9.2017 with limited \nliability\n日光(1977)控股有限公司，於2017年9月21日在開曼群島註冊成立的獲豁免有\n限公司</td></tr><tr><td>“Controlling Shareholder(s)” \n「控股股東」</td><td>has the meaning ascribed to it under the GEM Listing Rules and unless the \ncontext requires otherwise, refers to Mr. LS Chua, Ms. Chua, Mr. LC Chua \nand YJH Group. Mr. LS Chua, Ms. Chua, Mr. LC Chua and YJH Group are a \ngroup of controlling shareholders\n具有GEM上市規則所賦予的涵義，除非文義另有所指，指蔡良聲先生、蔡女\n士、蔡良书先生及YJH集团。蔡良声先生、蔡女士、蔡良书先生及YJH集团为\n一組控股股東</td></tr><tr><td>“core connected person(s)” \n「核心關連人士」</td><td>has the meaning ascribed to it under the GEM Listing Rules\n具有GEM上市規則所賦予的涵義</td></tr><tr><td>“COVID-19” \n「COVID-19」</td><td>the Coronavirus Disease 2019 (COVID-19), a respiratory illness caused by a \nnovel coronavirus that was first identified during an outbreak in Wuhan, Hubei \nProvince, the PRC\n2019冠狀病毒病(COVID-19)，一種由新型冠狀病毒引起的呼吸系統疾病，於中\n國湖北省武漢市疫情中首度被發現</td></tr><tr><td>“Deed of Non-competition” \n「不競爭契據」</td><td>the deed of non-competition dated 21.3.2018 and executed by our \nControlling Shareholders in favour of our Company (for ourselves and as \ntrustee for our subsidiaries)\n控股股東以本公司為受益人（為本公司及作為其附屬公司的受託人）所簽立日期\n為2018年3月21日的不競爭契據</td></tr><tr><td>“Director(s)” \n「董事」</td><td>the director(s) of our Company\n本公司董事</td></tr><tr><td>“ERP” \n「ERP」</td><td>enterprise resource planning\n企業資源計劃</td></tr><tr><td>“FY2019” \n「2019財政年度」</td><td>financial year ended 30.9.2019\n截至2019年9月30日止財政年度</td></tr><tr><td>“FY2020” \n「2020財政年度」</td><td>financial year ending 30.9.2020\n截至2020年9月30日止財政年度</td></tr></table>"
] |
[
"<table><tr><td>“GDP” \n「本地生產總值」</td><td>gross domestic product\n本地生產總值</td></tr><tr><td>“GEM” \n「GEM」</td><td>GEM operated by the Stock Exchange\n由聯交所運作的GEM</td></tr><tr><td>“GEM Listing Rules” \n「GEM上市規則」</td><td>the Rules Governing the Listing of Securities on GEM, as amended, \nsupplemented or modified from time to time\n經不時修訂、補充或修改的GEM證券上市規則</td></tr><tr><td>“GFA” \n「建築面積」</td><td>gross floor area\n建築面積</td></tr><tr><td>“Group”, “our Group”, “we”, “our” or “us” \n「本集團」或「我們」</td><td>our Company and our subsidiaries or, where the context so requires, with \nrespect to the period before which our Company became the holding \ncompany of our current subsidiaries, our Compan’ys current subsidiaries or \nthe businesses operated by such subsidiaries or their predecessors (as the \ncase may be)\n本公司及其附屬公司，或倘文義另有所指，就本公司成為其現有附屬公司的控\n股公司之前期間，則指本公司現有附屬公司或該等附屬公司或其前身公司（視\n情況而定）進行的業務</td></tr><tr><td>“HKD” or “HK$” \n「港元」</td><td>Hong Kong dollars and cents, the lawful currency of Hong Kong\n香港法定貨幣港元及港仙</td></tr><tr><td>“Hong Kong” or “HK” \n「香港」</td><td>the Hong Kong Special Administrative Region of the PRC\n中國香港特別行政區</td></tr><tr><td>“IFRSs” \n「國際財務報告準則」</td><td>International Financial Reporting Standards issued by the International \nAccounting Standards Board\n國際會計準則委員會頒佈的國際財務報告準則</td></tr><tr><td>“independent third party(ies)” \n「獨立第三方」</td><td>party(ies) which are not connected person(s) of our Company\n並非本公司關連人士的人士</td></tr><tr><td>“JTC” \n「JTC」</td><td>JTC Corporation (formerly known as Jurong Town Corporation), a statutory \nboard under the Ministry of Trade and Industry of Singapore\nJTC Corporation（前稱Jurong Town Corporation），新加坡貿易工業部下屬法定\n部門</td></tr><tr><td>“jumbo roll tissue” or “JRT” \n「大卷裝衛生紙」</td><td>toilet tissue that is commonly used in public toilet cubicles of commercial \nbuildings\n商業大廈公廁常用廁紙</td></tr><tr><td>“Listing” \n「上市」</td><td>the listing of the Shares on GEM\n股份於GEM上市</td></tr></table>"
] |
[
[
0,
0
]
] |
9242015_594.pdf
|
9242015_595.pdf
|
en
|
[
"(b) the Series C Preferred Share Purchase Agreement dated July 11, 2020 entered into among our Company, Antengene Corporation Co., Ltd. (德琪(浙江)醫藥科技有限公司), Antengene (BVI) Limited, Keith Valley Investment Limited, Antengene Corporation (Hong Kong) Limited (德琪控股有限公司), Antengene Therapeutics Limited, Shanghai Antengene Pharmaceutical Technology Co., Ltd. (上海德琪醫藥科技有限公司), Zhejiang Defu Biopharmaceutical Co., Ltd. (浙江德復生物醫藥科技有限公司), Antengene (AUS) PTY. LTD, Antengene Biotech LLC, Antengene Investment Limited, Zhejiang Antengene Pharmaceuticals Co., Ltd. (浙江德琪製藥有限公司), Antengene (Singapore) Pte. Ltd., Brighton Circle Limited, Sea Quest Limited, Antengene (Shanghai) Pharmaceutical Co., Ltd. (德琪醫藥(上海)有限公司), Dr. Mei, Meiland Pharma Tech Limited, Horsham Angel Investment Limited, Fidelity Investment Trust: Fidelity China Region Fund, Fidelity Investment Trust: Fidelity Emerging Asia Fund, Fidelity Advisor Series VIII: Fidelity Advisor Emerging Asia Fund, Fidelity Investment Trust: Fidelity Series Emerging Markets Opportunities Fund – Health Care Sub, Fidelity Investment Trust: Fidelity Total Emerging Markets Fund – Healthcare Subportfolio, Fidelity Central Investment Portfolios LLC: Fidelity Emerging Markets Equity Central Fund – Health Care Sub, Fidelity Emerging Markets Equity Multi-Asset Base Fund – Health Care, FIAM Emerging Markets Opportunities Commingled Pool – Health Care Sub, Fidelity Emerging Markets Opportunities Institutional Trust – Health Care, Fidelity Investment Trust: Fidelity International Discovery Fund, Fidelity Investment Trust: Fidelity Worldwide Fund – Non-US Equity Sub, Fidelity International Discovery Commingled Pool, Fidelity Investment Trust: Fidelity International Discovery K6 Fund, BlackRock Health Sciences Master Unit Trust, BlackRock Global Funds –World Healthscience Fund, BlackRock Health Sciences Trust II, High Cedar Direct Fund, L.P., City-Scape Pte. Ltd., SUM-II Holdings Limited, CRF Investment Holdings Company Limited, CDG Group Fund L.P., Supercluster Universe Limited, Qiming Venture Partners V, L.P., Qiming Managing Directors Fund V, L.P., Mr. John Francis Chin and Mr. Mark J. Alles in relation to the sale and purchase of Series C-1 Preferred Shares and Series C-2 Preferred Shares for an aggregate consideration of US\\$97,382,896;",
"(c) the second amended and restated shareholders agreement dated July 17, 2020 entered into among our Company, Antengene Corporation Co., Ltd. (德琪(浙江)醫藥科技有限公司), Horsham Angel Investment Limited, Meiland Pharma Tech Limited, Dr. Mei, Horsham Incentive Enterprise Limited, Black Halo Investment Limited, Grand Path Holdings Limited, Celgene China Holdings LLC, Qiming Venture Partners V, L.P., Qiming Managing Directors Fund V, L.P., Golden Sense Ventures Limited, Hongkong Tigermed Co., Limited, Huagai Pharmaceutical Health Industry Venture Capital (Wenzhou) Partnership (Limited Partnership) (華蓋醫藥健康產業創業投資(溫州)合夥企業(有限合夥)), Active Ambience Limited, Begonia Investment Ltd., WuXi PharmaTech Healthcare Fund I L.P., Taikang Kaitai (Cayman) Special Opportunity I, Fidelity Investment Trust: Fidelity China Region Fund, Fidelity Investment Trust: Fidelity Emerging Asia Fund, Fidelity Advisor Series VIII: Fidelity Advisor Emerging Asia Fund, Fidelity Investment Trust:"
] |
[
"Fidelity Series Emerging Markets Opportunities Fund – Health Care Sub, Fidelity Investment Trust: Fidelity Total Emerging Markets Fund – Healthcare Subportfolio, Fidelity Central Investment Portfolios LLC: Fidelity Emerging Markets Equity Central Fund – Health Care Sub, Fidelity Emerging Markets Equity Multi-Asset Base Fund – Health Care, FIAM Emerging Markets Opportunities Commingled Pool– Health Care Sub, Fidelity Emerging Markets Opportunities Institutional Trust –Health Care, Fidelity Investment Trust: Fidelity International Discovery Fund, Fidelity Investment Trust: Fidelity Worldwide Fund – Non-US Equity Sub, Fidelity International Discovery Commingled Pool, Fidelity Investment Trust: Fidelity International Discovery K6 Fund, BlackRock Health Sciences Master Unit Trust, BlackRock Global Funds – World Healthscience Fund, BlackRock Health Sciences Trust II, High Cedar Direct Fund, L.P., City-Scape Pte. Ltd., SUM-II Holdings Limited, CRF Investment Holdings Company Limited, CDG Group Fund L.P., Supercluster Universe Limited, Mr. John Francis Chin and Mr. Mark J. Alles in relation to certain shareholder rights granted by our Company;",
"(d) the cornerstone investment agreement dated November 5, 2020 entered into between our Company, Fidelity Management & Research (Hong Kong) Limited, Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities (Far East) Limited, J.P. Morgan Securities (Asia Pacific) Limited and J.P. Morgan Securities plc, details of which are included in the section headed “Cornerstone Investors” in this prospectus;",
"(e) the cornerstone investment agreement dated November 5, 2020 entered into between our Company, GIC Private Limited, Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities (Far East) Limited, J.P. Morgan Securities (Asia Pacific) Limited and J.P. Morgan Securities plc, details of which are included in the section headed “Cornerstone Investors” in this prospectus;",
"(f) the cornerstone investment agreement dated November 5, 2020 entered into between our Company, BlackRock Global Funds – World Healthscience Fund, BlackRock Health Sciences Trust II, BlackRock Health Sciences Master Unit Trust, Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities (Far East) Limited, J.P. Morgan Securities (Asia Pacific) Limited and J.P. Morgan Securities plc, details of which are included in the section headed “Cornerstone Investors” in this prospectus;",
"(g) the cornerstone investment agreement dated November 5, 2020 entered into between our Company, Boyu Capital Opportunities Master Fund, Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities (Far East) Limited, J.P. Morgan Securities (Asia Pacific) Limited and J.P. Morgan Securities plc, details of which are included in the section headed “Cornerstone Investors” in this prospectus;"
] |
[
[
1,
0
]
] |
20781659_124.pdf
|
20781659_125.pdf
|
en
|
[
"# 1. CORPORATE AND GROUP INFORMATION",
"The Company was incorporated as an exempted company with limited liability in the Cayman Islands. The registered office of the Company is located at P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands. The Company is an investment holding company and its subsidiaries are engaged in the manufacture and distribution of dairy products mainly in the People’s Republic of China (the “PRC”).",
"# Information about subsidiaries",
"Particulars of the Company’s principal subsidiaries are as follows:",
"1. 公司及集團資料",
"本公司為在開曼群島註冊成立的獲豁免有限公司。本公司的註冊辦事處位於P.O.Box 309, Ugland House, Grand Cayman KY1-1104，Cayman Islands。本公司為一間投資控股公司，而其子公司主要於中華人民共和國（「中國」）從事乳製品生產及經銷業務。",
"有關子公司的資料",
"本公司主要子公司詳情如下：",
"<table><tr><td>Name\n名稱</td><td>Place of \nincorporation/ \nregistration and \nbusiness\n註冊成立╱\n註冊及業務地點</td><td>Issued/registered \nshare capital\n已發行╱\n註冊股本</td><td colspan=\"2\">Percentage of \nequity interest attributable \nto the Company\n本公司應佔\n股權百分比</td><td> Principal activities\n 主要業務</td></tr><tr><td></td><td></td><td></td><td>Direct\n直接</td><td> Indirect\n 間接</td><td></td></tr><tr><td>China Dairy Holdings (i)</td><td> Cayman Islands\n開曼群島</td><td>US$214\n214美元</td><td>100%</td><td> –</td><td> Investment holding\n投資控股</td></tr><tr><td>China Dairy (Mauritius) Limited (i)</td><td> Mauritius\n毛裡裘斯</td><td>US$100\n100美元</td><td>–</td><td>100%</td><td> Investment holding\n投資控股</td></tr><tr><td>Start Great Holdings Limited (i)</td><td> British Virgin Islands\n英屬處女群島</td><td>US$16,066,969\n16,066,969美元</td><td>100%</td><td> –</td><td> Investment holding\n投資控股</td></tr><tr><td>Colour Vantage Limited (i)</td><td> British Virgin Islands\n英屬處女群島</td><td>US$1\n1美元</td><td>100%</td><td> –</td><td> Investment holding\n投資控股</td></tr><tr><td>Golden Stage Holdings Limited \n(“Golden Stage”) (i)</td><td>British Virgin Islands\n英屬處女群島</td><td>US$1\n1美元</td><td>100%</td><td> –</td><td> Investment holding\n投資控股</td></tr><tr><td>China Mengniu International Co., Ltd. (i) \n（中國蒙牛國際有限公司）(i)</td><td>British Virgin Islands\n英屬處女群島</td><td>HK$8,448,802,973\n8,448,802,973港元</td><td>99.95%</td><td> –</td><td> Investment holding\n投資控股</td></tr><tr><td>Plant Base Limited (i) \n（植朴磨坊有限公司）(i)</td><td>Hong Kong\n香港</td><td>HK$1\n1港元</td><td>–</td><td>100%</td><td> Investment holding\n投資控股</td></tr><tr><td>Easy Reach Investment Co., Ltd. (i) \n（盈達實業投資有限公司）(i)</td><td>Hong Kong\n香港</td><td>HK$1,000,000\n1,000,000港元</td><td>100%</td><td> –</td><td> Investment holding\n投資控股</td></tr><tr><td>Tianjin New Value Supply Chain Co., Ltd. (i)(iv) \n（天津通瑞供應鏈有限公司）(i)(iv)</td><td>PRC\n中國</td><td>RMB20,000,000\n人民幣20,000,000元</td><td>–</td><td>100%</td><td> Sale of dairy products\n出售乳製品</td></tr></table>"
] |
[
"# 1. CORPORATE AND GROUP INFORMATION (continued)",
"# Information about subsidiaries (continued)",
"1. 公司及集團資料（續）",
"有關子公司的資料（續）",
"<table><tr><td>Name\n名稱</td><td>Place of \nincorporation/ \nregistration and \nbusiness\n註冊成立╱\n註冊及業務地點</td><td>Issued/registered \nshare capital\n已發行╱\n註冊股本</td><td colspan=\"2\">Percentage of \nequity interest attributable \nto the Company\n本公司應佔\n股權百分比</td><td> Principal activities\n 主要業務</td></tr><tr><td></td><td></td><td></td><td>Direct\n直接</td><td> Indirect\n 間接</td><td></td></tr><tr><td>Mengniu Hi-tech Dairy Product (Ma’anshan) \nCo., Ltd. (i)(iii) \n（蒙牛高科乳製品（馬鞍山）有限公司）(i)(iii)</td><td>PRC\n中國</td><td>RMB100,000,000\n人民幣100,000,000元</td><td>–</td><td>80%</td><td> Manufacture and sale of \ndairy products\n生產及出售乳製品</td></tr><tr><td>Inner Mongolia Mengniu Danone Dairy \nCo., Ltd. (i)(iii) \n（內蒙古蒙牛達能乳製品有限公司）(i)(iii)</td><td>PRC\n中國</td><td>RMB250,000,000\n人民幣250,000,000元</td><td>–</td><td>80%</td><td> Manufacture and sale of \ndairy products\n生產及出售乳製品</td></tr><tr><td>Mengniu Hi-tech Dairy Product (Beijing) \nCo.,Ltd. (i)(iii) \n（蒙牛高科乳製品（北京）有限責任公司）(i)(iii)</td><td>PRC\n中國</td><td>RMB87,500,000\n人民幣87,500,000元</td><td>21.36%</td><td>58.64%</td><td> Manufacture and sale of \ndairy products\n生產及出售乳製品</td></tr><tr><td>Inner Mongolia Mengniu Dairy (Group) Company \nLimited (“Inner Mongolia Mengniu”) (iii) \n（內蒙古蒙牛乳業（集團）股份有限公司）(iii)</td><td>PRC\n中國</td><td>RMB1,504,290,870\n人民幣1,504,290,870元</td><td>8.99%</td><td>91.01%</td><td> Manufacture and sale of \ndairy products\n生產及出售乳製品</td></tr><tr><td>Inner Mongolia Mengniu Dairy Baotou \nCo., Ltd. (i)(iii) \n（內蒙古蒙牛乳業包頭有限責任公司）(i)(iii)</td><td>PRC\n中國</td><td>RMB30,000,000\n人民幣30,000,000元</td><td>26.40%</td><td>73.60%</td><td> Manufacture and sale of \ndairy products\n生產及出售乳製品</td></tr><tr><td>Mengniu Dairy (Luannan) Co., Ltd. (i)(iii) \n（蒙牛乳業（灤南）有限責任公司）(i)(iii)</td><td>PRC\n中國</td><td>RMB56,000,000\n人民幣56,000,000元</td><td>26.06%</td><td>73.94%</td><td> Manufacture and sale of \ndairy products\n生產及出售乳製品</td></tr><tr><td>Mengniu Dairy (Tangshan) Co., Ltd. (i)(iii) \n（蒙牛乳業（唐山）有限責任公司）(i)(iii)</td><td>PRC\n中國</td><td>RMB70,000,000\n人民幣70,000,000元</td><td>26.05%</td><td>73.95%</td><td> Manufacture and sale of \ndairy products\n生產及出售乳製品</td></tr><tr><td>Mengniu Dairy Tai’an Co., Ltd. (i)(iii) \n（蒙牛乳業泰安有限責任公司）(i)(iii)</td><td>PRC\n中國</td><td>RMB60,000,000\n人民幣60,000,000元</td><td>26.03%</td><td>73.97%</td><td> Manufacture and sale of \ndairy products\n生產及出售乳製品</td></tr><tr><td>Mengniu Dairy Jiaozuo Co., Ltd. (i)(ii) \n（蒙牛乳業焦作有限責任公司）(i)(ii)</td><td>PRC\n中國</td><td>RMB250,000,000\n人民幣250,000,000元</td><td>–</td><td>100%</td><td> Manufacture and sale of \ndairy products\n生產及出售乳製品</td></tr></table>"
] |
[
[
8,
4
]
] |
11706413_48.pdf
|
11706413_49.pdf
|
en
|
[
"# We may be adversely affected if our competitors consolidate or enter into strategic alliances.",
"Our industry is capital intensive and requires substantial investments in manufacturing, machinery, research and development, product design, engineering, technology and marketing in order to meet both consumer demands and regulatory requirements. Large companies are able to benefit from economies of scale by leveraging their investments and activities on a global basis across brands. If our competitors consolidate or enter into strategic alliances, they may be able to benefit more from larger economies of scale. In addition, our competitors could use consolidation or alliances as a means of enhancing their competitiveness or liquidity position. Any such consolidation or strategic alliance by our competitors could materially and adversely affect our business and prospects.",
"# Any negative impact on the transportation of our products and raw materials could adversely affect our business and operational condition.",
"We depend on a combination of sea and land transportation to obtain our raw materials and deliver products to our customers. If we cannot secure sea and land transportation necessary for the delivery of raw materials to us and our products to our customers, or if we are unable to secure economically-feasible alternative methods to transport our products and raw materials during disruptions of transportation systems which are beyond our control, our results of operations may be adversely affected. Any disruption of raw material supply may interrupt our production and could have a negative effect on the competitiveness of our products and our financial condition.",
"# Our labor costs may increase for reasons such as the implementation of more stringent requirements regarding fixed-term employment, the minimum wage and paid annual leave.",
"In 2011, 2012, 2013 and the six months ended June 30, 2014, our labor costs in cost of sales were RMB68.2 million, RMB153.2 million, RMB520.4 million and RMB706.0 million, respectively, accounting for 3.6%, 4.2%, 4.2% and 3.3% of our cost of sales for the same periods.",
"There have been instances of shortages in the labor supply in industries, including manufacturing, in the PRC. In the event of future labor shortages, we may have difficulties recruiting or retaining labor for our production facilities or may face increasing labor costs. In such event, our business and results of operations may be adversely affected. If there is a shortage of labor, or for any reason labor costs in the PRC rise significantly, our expenses are likely to increase, which could materially and adversely affect our business, financial condition and results of operations.",
"In addition, labor costs in the PRC are generally expected to increase. As a result of the PRC Labor Contract Law ( ) which became effective on January 1, 2008, the requirements on employers in relation to entry into fixed and non-fixed term employment contracts, and dismissal of employees and the minimum wage requirement became more stringent. In addition, the National Leisure and Tourism Outline 2013-2020 ( ) (the “Tourism Outline”) which became effective on February 2, 2013 sets a more detailed timetable regarding the mandatory annual leave requirement introduced by the Regulations on Paid Annual Leave for Employees ( ), which became effective on January 1, 2008, and according to the Tourism Outline, all workers in the PRC must be provided with paid annual leave by 2020.",
"# Our manufacturing and other operational activities may be adversely affected if there are failures in, or inefficient management of, our information technology system.",
"Our information technology system forms a key part of our production, sales and marketing process and any disruptions to it will likely have a negative impact on our operations. We cannot"
] |
[
"assure you that we will not incur any damage or interruption caused by power outages, computer viruses, hardware and software failures, telecommunications failures, fires and other similar events to the information technology system in the future. If serious damage or significant interruption occurs, our operations may be disrupted and our financial condition and results of operations may be adversely affected. Furthermore, if our operations are disrupted by the introduction of a new information technology system, including migration from an existing system, our financial condition and results of operations may be similarly adversely affected.",
"# If we fail to attract and retain senior management and key technical experts, our production and other operational activities may be adversely affected.",
"We rely on experienced and talented senior managers and highly skilled technical personnel to operate our businesses and to develop our new passenger vehicles. We expect increased competition for senior managers and skilled technical personnel from other automobile companies in the future, driven partly by strong growth in the PRC automobile industry. We cannot assure you that we or our joint venture companies will be able to recruit suitable candidates or retain existing senior managers and technical personnel. High turnover of senior management could adversely affect our existing customer relationships, our operations and our development as well as hinder our future recruiting efforts. In addition, we must successfully integrate any new management personnel in order to achieve our operating objectives. Changes in key management positions may temporarily affect our operations as new management will need time and further effort to become familiar with our business and our operations. We expect to increase our effort to recruit more industry and technical experts to fulfill our future business plans. If we or ourj oint venture companies are unable to recruit and retain experienced senior management and key technical experts in the future, our business operations will be adversely affected.",
"# Non-compliance with environmental regulations in China may result in significant monetary damages, fines and other liabilities as well as negative publicity and damage to our brand name and reputation.",
"Our manufacturing processes generate noise, waste water, and gaseous and other industrial wastes and we are subject to national and local environmental regulations applicable to us in China. In addition, we are required to comply with the relevant emission standards applicable to our passenger vehicles. In the event of our non-compliance with present or future environmental regulations, we may be subject to governmental inspections or penalties, civil liabilities or business interruptions, and our management might be subject to relevant liabilities as well. We may also be subject to adverse publicity and damage to our brand name and reputation. In addition, if more stringent regulations are adopted in the future, the costs of compliance with these new regulations could be substantial.",
"# We may be subject to fines, penalties or other actions resulting from future examination by PRC regulatory authorities.",
"We are subject to a wide range of inspections by PRC regulatory authorities from time to time. Accordingly, we may incur fines, penalties or other actions as a result of examination by PRC regulatory authorities that could adversely affect our reputation, business, financial condition and results of operations. During the Track Record Period, we did not incur any fines or penalties as a result of examination by PRC regulatory authorities which had a material adverse effect on our results of operations and financial condition. However, we cannot assure you that we will not incur any material fines or penalty or be subject to other disciplinary or similar actions in the future."
] |
[
[
9,
0
]
] |
2588544_50.pdf
|
2588544_51.pdf
|
en
|
[
"<table><tr><td>入资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．股份支付计入所有者权\n益的金额</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（三）利润分配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>1,143,858.23</td><td></td><td>-5,143,858.23</td><td>-4,000,000.00</td></tr><tr><td>1．提取盈余公积</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>1,143,858.23</td><td></td><td>-1,143,858.23</td><td></td></tr><tr><td>2．提取一般风险准备</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．对所有者（或股东）的\n分配</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>-4,000,000.00</td><td>-4,000,000.00</td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（四）所有者权益内部结 \n转</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1.资本公积转增资本（或\n股本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2.盈余公积转增资本（或\n股本）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3.盈余公积弥补亏损</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4.设定受益计划变动额结\n转留存收益</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>5.其他综合收益结转留存\n收益</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>6.其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>（五）专项储备</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1．本期提取</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．本期使用</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>"
] |
[
"<table><tr><td>（六）其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>四、本年期末余额</td><td>10,000,000.00</td><td></td><td></td><td></td><td>64,087,250.68</td><td></td><td></td><td></td><td>6,813,837.73</td><td></td><td>21,408,058.00</td><td>102,309,146.41</td></tr></table>",
"<table><tr><td rowspan=\"3\">项目</td><td colspan=\"12\">上期</td></tr><tr><td rowspan=\"2\">股本</td><td colspan=\"3\">其他权益工具</td><td rowspan=\"2\">资本公积</td><td rowspan=\"2\">减：\n库存\n股</td><td rowspan=\"2\">其他\n综合\n收益</td><td rowspan=\"2\">专项\n储备</td><td rowspan=\"2\">盈余公积</td><td rowspan=\"2\">一般\n风险\n准备</td><td rowspan=\"2\">未分配利润</td><td rowspan=\"2\">所有者权益合计</td></tr><tr><td>优\n先\n股</td><td>永\n续\n债</td><td>其\n他</td></tr><tr><td>一、上年期末余额</td><td>10,000,000.00</td><td></td><td></td><td></td><td>64,087,250.68</td><td></td><td></td><td></td><td>3,672,364.17</td><td></td><td>9,606,374.53</td><td>87,365,989.38</td></tr><tr><td>加：会计政策变更</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>前期差错更正</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>二、本年期初余额</td><td>10,000,000.00</td><td></td><td></td><td></td><td>64,087,250.68</td><td></td><td></td><td></td><td>3,672,364.17</td><td></td><td>9,606,374.53</td><td>87,365,989.38</td></tr><tr><td>三、本期增减变动金额（减\n少以“－”号填列）</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>1,997,615.33</td><td></td><td>9,319,820.20</td><td>11,317,435.53</td></tr><tr><td>（一）综合收益总额</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>13,317,435.53</td><td>13,317,435.53</td></tr><tr><td>（二）所有者投入和减少\n资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1．股东投入的普通股</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2．其他权益工具持有者投\n入资本</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3．股份支付计入所有者权\n益的金额</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4．其他</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>"
] |
[
[
0,
0
]
] |
11704959_11.pdf
|
11704959_12.pdf
|
en
|
[
"# III. SIGNIFICANT EVENTS",
"# 3.1 Material changes in items of major accounting statements and financial indicators of the Company and the reason thereof",
"# \\( \\surd \\) Applicable □ Non-applicable",
"# Unit: Yuan Currency: RMB",
"<table><tr><td>Balance sheet items</td><td>Amount for \nthe current year</td><td>Amount at \nthe end of \nthe previous year</td><td> Reasons for the change</td></tr><tr><td>Held-for-trading financial \nassets</td><td>1,271,008,894.32</td><td>3,056,619,022.64</td><td> Mainly due to the transfer of investments \npreviously accounted for as held-for-\ntrading financial assets to long-term \nequity investments by subsidiaries in \naccordance with the progress of equity \nacquisitions</td></tr><tr><td>Derivative financial assets</td><td>6,166,892.00</td><td>1,594,110.00</td><td> Mainly due to the option value changes \nin the individual stock of consolidated \nfunds of subsidiaries</td></tr><tr><td>Accounts receivable</td><td>347,328,510.47</td><td>169,904,246.64</td><td> Mainly due to the increase in unrecovered \nbalance of the proceeds receivable from \ngold sales at the end of the period</td></tr><tr><td>Receivables financing</td><td>20,572,919.40</td><td>10,499,067.23</td><td> Mainly due to the increase in notes \nreceivable that subsidiaries do not intend \nto hold to maturity as compared with the \nbeinning of the periodg</td></tr><tr><td>Prepayments</td><td>366,995,206.53</td><td>1,961,598,559.94</td><td> Mainly due to the transfer from prepaid \ninvestments to long-term equity \ninvestments by subsidiaries</td></tr><tr><td>Other current assets</td><td>725,928,517.11</td><td>502,442,954.10</td><td> Mainly due to the reclassification of other \nnon – current financial assets due within \none year of subsidiaries</td></tr><tr><td>Long-term deferred \nexpenditures</td><td>42,020,593.55</td><td>32,394,820.83</td><td> Mainly due the additional amounts of \nreportable items of newly acquired \nsubsidiaries during the period</td></tr><tr><td>Derivative financial \nliabilities</td><td>3,124,465.00</td><td>834,790.00</td><td> Mainly due to the option value changes \nin the individual stock of consolidated \nfunds</td></tr><tr><td>Contract liabilities</td><td>160,633,206.94</td><td>120,907,338.60</td><td> Mainly due to the increase in guarantee \ndeposits paid by customers of \nsubsidiaries for purchasing gold</td></tr><tr><td>Emlpoyee benefits \npalyabe</td><td>587,904,541.17</td><td>381,926,876.63</td><td> Mainly due to the outstanding payment of \nwages provided for as lanned fpor the \nperiod by some enterprises as they were \naffected by the shutdown of production</td></tr><tr><td>Taxes payable</td><td>273,712,890.27</td><td>478,474,837.39</td><td> Mainly due to decrease in all types of \ntaxes for some enterprises as they were \naffected by the shutdown of production</td></tr></table>"
] |
[
"<table><tr><td>Balance sheet items</td><td>Amount for \nthe current year</td><td>Amount at \nthe end of \nthe previous year</td><td> Reasons for the change</td></tr><tr><td>Other payables</td><td>4,071,046,017.58</td><td>2,936,497,865.16</td><td> Mainly due to increases in operating gold \nleases and guarantee deposits paid by \ncustomers of subsidiaries</td></tr><tr><td>Cailpta reserve</td><td>8,329,288,424.21</td><td>6,311,132,478.03</td><td> Mainly due to the additional issuance \nof shares by the Company to acquire \nsubsidiaries</td></tr><tr><td>Special reserve</td><td>8,295,892.65</td><td>1,688,890.92</td><td> Mainly due to the additional amounts \nof reportable items of newly acquired \nsubsidiaries during the period</td></tr></table>",
"<table><tr><td>Income statement items</td><td>Amount for \nthe current year</td><td>Amount for the \ncorresponding \nperiod of the \nprevious year</td><td> Reasons for the change</td></tr><tr><td>Operating income</td><td>7,297,137,748.10</td><td>13,965,732,251.26</td><td> Mainly due to the decrease in sales volume \nof gold products of some enterprises as \nthey were affected by the shutdown of \nproduction</td></tr><tr><td>Operating costs</td><td>6,644,708,527.81</td><td>12,220,910,198.87</td><td> Mainly due to the decrease in operating \ncosts for gold products of some \nenterprises as they were affected by the \nshutdown of production</td></tr><tr><td>Taxes and surcharges</td><td>101,351,350.74</td><td>154,674,910.50</td><td> Mainly due to the decreases in sales \nvolume of and all types of taxes \nprovided for during the period for some \nenterprises as they were affected by the \nshutdown of production</td></tr><tr><td>General and administrative \nexpenses</td><td>835,277,730.11</td><td>516,112,080.26</td><td> Mainly due to the including of expenses \noriinally igncluded in production costs \nin general and administrative expenses \nof some enterprises during the shutdown \nof production</td></tr><tr><td>Other gains</td><td>1,238,040.03</td><td>5,288,129.15</td><td> Mainly due to the decrease in government \ngrants of subsidiaries included in profit \nor loss during the period</td></tr><tr><td>Investment gains (loss is \nrepresented by “-”)</td><td>102,434,803.07</td><td>-8,349,819.51</td><td> Mainly due to the increase in investment \ngains from gold trading such as futures \nand gold leasing of subsidiaries as \ncompared with the same period of \nlast year due to fluctuations in market \nconditions</td></tr><tr><td>Credit impairment loss (loss\nis represented by “-”)</td><td>2,229,327.55</td><td>-540,007.90</td><td> Mainly due to the recovery of entrusted \nloans for which credit impairment \nprovisions were made in the previous \nperiod during the period</td></tr></table>"
] |
[
[
4,
0
]
] |
3417781_197.pdf
|
3417781_198.pdf
|
en
|
[
"# VII. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)",
"# 17. Fixed assets",
"# (1) Fixed assets",
"# All amounts in RMB’000",
"<table><tr><td>Items</td><td>Buildings and \nstructures</td><td>Machinery and \nequipment</td><td>Transportation \nvehicles</td><td>Office equipment \nand others</td><td>Total</td></tr><tr><td>I. Total historical cost:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1. Opening balance</td><td>20,353,413</td><td>22,369,033</td><td>2,342,080</td><td>2,995,528</td><td>48,060,054</td></tr><tr><td>2. Increase</td><td>1,155,439</td><td>1,757,559</td><td>140,615</td><td>528,006</td><td>3,581,619</td></tr><tr><td>(1) Purchase</td><td>197,015</td><td>403,505</td><td>115,728</td><td>120,769</td><td>837,017</td></tr><tr><td>(2) Transferred from \ninvestment properties</td><td>25,236</td><td>–</td><td>–</td><td>–</td><td>25,236</td></tr><tr><td>(3) Transferred from \nconstruction in progress</td><td>618,112</td><td>1,024,910</td><td>363</td><td>58,378</td><td>1,701,763</td></tr><tr><td>(4) Others</td><td>315,076</td><td>329,144</td><td>24,524</td><td>348,859</td><td>1,017,603</td></tr><tr><td>3. Decrease</td><td>261,046</td><td>909,007</td><td>221,522</td><td>112,906</td><td>1,504,481</td></tr><tr><td>(1) Disposal or written-off</td><td>73,090</td><td>497,750</td><td>189,309</td><td>43,968</td><td>804,117</td></tr><tr><td>(2) Transferred to investment \nproperties</td><td>50,225</td><td>–</td><td>–</td><td>–</td><td>50,225</td></tr><tr><td>(3) Transferred to construction \nin progress</td><td>40,390</td><td>2,408</td><td>–</td><td>–</td><td>42,798</td></tr><tr><td>(4) Others</td><td>97,341</td><td>408,849</td><td>32,213</td><td>68,938</td><td>607,341</td></tr><tr><td>4. Closing balance</td><td>21,247,806</td><td>23,217,585</td><td>2,261,173</td><td>3,410,628</td><td>50,137,192</td></tr><tr><td>II. Total accumulated depreciation</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1. Opening balance</td><td>4,708,911</td><td>9,236,814</td><td>1,441,327</td><td>1,087,327</td><td>16,474,379</td></tr><tr><td>2. Increase</td><td>808,757</td><td>1,776,643</td><td>198,158</td><td>270,735</td><td>3,054,293</td></tr><tr><td>(1) Depreciation</td><td>759,209</td><td>1,613,712</td><td>188,790</td><td>164,898</td><td>2,726,609</td></tr><tr><td>(2) Transferred from \ninvestment properties</td><td>2,973</td><td>–</td><td>–</td><td>–</td><td>2,973</td></tr><tr><td>(3) Others</td><td>46,575</td><td>162,931</td><td>9,368</td><td>105,837</td><td>324,711</td></tr><tr><td>3. Decrease</td><td>159,204</td><td>472,163</td><td>189,862</td><td>92,142</td><td>913,371</td></tr><tr><td>(1) Disposal or written-off</td><td>42,588</td><td>426,832</td><td>158,859</td><td>38,390</td><td>666,669</td></tr><tr><td>(2) Transferred to investment \nproperties</td><td>15,896</td><td>–</td><td>–</td><td>–</td><td>15,896</td></tr><tr><td>(3) Transferred to construction \nin progress</td><td>8,666</td><td>1,275</td><td>–</td><td>–</td><td>9,941</td></tr><tr><td>(4) Others</td><td>92,054</td><td>44,056</td><td>31,003</td><td>53,752</td><td>220,865</td></tr><tr><td>4. Closing balance</td><td>5,358,464</td><td>10,541,294</td><td>1,449,623</td><td>1,265,920</td><td>18,615,301</td></tr></table>"
] |
[
"# VII. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)",
"# 17. Fixed assets (Continued)",
"# (1) Fixed assets (Continued)",
"<table><tr><td>Items</td><td>Buildings and \nstructures</td><td>Machinery and \nequipment</td><td>Transportation \nvehicles</td><td>Office equipment \nand others</td><td>Total</td></tr><tr><td>III. Total impairment provision</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1. Opening balance</td><td>374,380</td><td>919,969</td><td>26,625</td><td>110,483</td><td>1,431,457</td></tr><tr><td>2. Increase</td><td>15,506</td><td>64,085</td><td>904</td><td>7,269</td><td>87,764</td></tr><tr><td>(1) Provision</td><td>–</td><td>34,888</td><td>–</td><td>–</td><td>34,888</td></tr><tr><td>(2) Others</td><td>15,506</td><td>29,197</td><td>904</td><td>7,269</td><td>52,876</td></tr><tr><td>3. Decrease</td><td>14,590</td><td>16,664</td><td>2,797</td><td>1,035</td><td>35,086</td></tr><tr><td>(1) Disposal or written-off</td><td>903</td><td>14,790</td><td>340</td><td>66</td><td>16,099</td></tr><tr><td>(2) Others</td><td>13,687</td><td>1,874</td><td>2,457</td><td>969</td><td>18,987</td></tr><tr><td>4. Closing balance</td><td>375,296</td><td>967,390</td><td>24,732</td><td>116,717</td><td>1,484,135</td></tr><tr><td>IV. Total carrying amount of fixed \nassets</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>1. Closing balance</td><td>15,514,046</td><td>11,708,901</td><td>786,818</td><td>2,027,991</td><td>30,037,756</td></tr><tr><td>2. Opening balance</td><td>15,270,122</td><td>12,212,250</td><td>874,128</td><td>1,797,718</td><td>30,154,218</td></tr></table>",
"# (2) Temporary idle fixed assets",
"All amounts in RMB’000",
"<table><tr><td>Items</td><td>Historical \ncost</td><td>Accumulated \ndepreciation</td><td>Provision for \nimpairment</td><td>Carrying \namount</td><td>Notes</td></tr><tr><td>Buildings and structures</td><td>20,915</td><td>18,895</td><td>–</td><td>2,020</td><td>Seasonal suspension or idle</td></tr><tr><td>Machinery and equipment</td><td>82,666</td><td>28,105</td><td>46,408</td><td>8,153</td><td>Seasonal suspension or idle</td></tr><tr><td>Other equipment</td><td>1,634</td><td>1,013</td><td>551</td><td>70</td><td>Seasonal suspension or idle</td></tr></table>",
"# (3) Fixed assets under finance leases",
"All amounts in RMB’000",
"<table><tr><td>Items</td><td>Historical cost</td><td>Accumulated \ndepreciation</td><td>Provision for \nimpairment</td><td>Carriyng amount</td></tr><tr><td>Machinery and equipment</td><td>665,867</td><td>185,493</td><td>–</td><td>480,374</td></tr></table>"
] |
[
[
4,
3
]
] |
11745006_95.pdf
|
11745006_96.pdf
|
en
|
[
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] |
[
[
32,
0
]
] |
20787073_176.pdf
|
20787073_177.pdf
|
en
|
[
"# (b) Consolidated net assets",
"<table><tr><td rowspan=\"3\"></td><td colspan=\"5\">As at 31 December</td></tr><tr><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td></tr><tr><td>HK$’000</td><td> HK$’000</td><td> HK$’000</td><td> HK$’000</td><td>HK$’000</td></tr><tr><td>Non-current assets</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Investment properties</td><td>70,402</td><td>70,576</td><td>66,641</td><td>106,083</td><td>132,586</td></tr><tr><td>Property, lipant and equpment</td><td>64,796</td><td>48,813</td><td>38,744</td><td>34,924</td><td>40,935</td></tr><tr><td>Intaniblge assets</td><td>494</td><td>387</td><td>—</td><td>5,419</td><td>6,232</td></tr><tr><td>Prepaid lease payments for land</td><td>4,545</td><td>3,866</td><td>3,206</td><td>1,965</td><td>1,458</td></tr><tr><td>Interest in an associate</td><td>173</td><td>330</td><td>191</td><td>352</td><td>552</td></tr><tr><td>Available-for-sale financial assets</td><td>1,268</td><td>1,199</td><td>1,120</td><td>—</td><td>—</td></tr><tr><td>Amount due from a related company</td><td>—</td><td>—</td><td>—</td><td>90,393</td><td>85,842</td></tr><tr><td>Deferred tax assets</td><td>9,660</td><td>13,295</td><td>23,144</td><td>29,510</td><td>26,427</td></tr><tr><td></td><td>151,338</td><td>138,466</td><td>133,046</td><td>268,646</td><td>294,032</td></tr><tr><td>Current assets</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Inventories</td><td>18,766</td><td>11,514</td><td>9,899</td><td>9,664</td><td>37,142</td></tr><tr><td>Financial assets at fair value throuhg \nprofit or loss</td><td>5,196</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Trade and other receivables</td><td>281,222</td><td>323,361</td><td>371,307</td><td>467,253</td><td>585,937</td></tr><tr><td>Deposits and prepayments</td><td>15,608</td><td>23,624</td><td>29,599</td><td>40,486</td><td>61,476</td></tr><tr><td>Prepaid lease payment for land</td><td>458</td><td>433</td><td>404</td><td>301</td><td>226</td></tr><tr><td>Amount due from immediate holding \ncompany</td><td>—</td><td> —</td><td>57</td><td>96</td><td>384</td></tr><tr><td>Amounts due from fellow subsidiaries</td><td>640,059</td><td>175,079</td><td>117,285</td><td>49,486</td><td>146,665</td></tr><tr><td>Amounts due from related companies</td><td>2,617</td><td>3,907</td><td>107,887</td><td>11,056</td><td>32,806</td></tr><tr><td>Tax prepaid</td><td>747</td><td>—</td><td>871</td><td>39</td><td>—</td></tr><tr><td>Bank balances and cash</td><td>1,315,320</td><td>2,059,382</td><td>2,417,288</td><td>2,711,015</td><td>2,398,334</td></tr><tr><td></td><td>2,279,993</td><td>2,597,300</td><td>3,054,597</td><td>3,289,396</td><td>3,262,970</td></tr><tr><td>Current liabilities</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Trade and other payables</td><td>948,646</td><td>1,153,785</td><td>1,355,079</td><td>1,592,755</td><td>1,604,413</td></tr><tr><td>Receipts in advance and other deposits</td><td>474,725</td><td>491,087</td><td>505,696</td><td>651,660</td><td>670,591</td></tr><tr><td>Amount due to immediate holding \ncompany</td><td>—</td><td> —</td><td>651</td><td>1,417</td><td>1,547</td></tr><tr><td>Amounts due to fellow subsidiaries</td><td>263,227</td><td>35,307</td><td>47,102</td><td>57,488</td><td>8,822</td></tr><tr><td>Amounts due to related companies</td><td>—</td><td>8,393</td><td>26,238</td><td>3,794</td><td>2,496</td></tr><tr><td>Tax liabilities</td><td>93,827</td><td>112,213</td><td>111,365</td><td>108,346</td><td>117,924</td></tr><tr><td>Bank borrowing</td><td>—</td><td>184,000</td><td>—</td><td> —</td><td>—</td></tr><tr><td></td><td>1,780,425</td><td>1,984,785</td><td>2,046,131</td><td>2,415,460</td><td>2,405,793</td></tr><tr><td>Net current assets</td><td>499,568</td><td>612,515</td><td>1,008,466</td><td>873,936</td><td>857,177</td></tr><tr><td>Total assets less current liabilities</td><td>650,906</td><td>750,981</td><td>1,141,512</td><td>1,142,582</td><td>1,151,209</td></tr></table>"
] |
[
"# (b) Consolidated net assets (Continued)",
"<table><tr><td rowspan=\"3\"></td><td colspan=\"5\">As at 31 December</td></tr><tr><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td></tr><tr><td>HK$’000</td><td> HK$’000</td><td> HK$’000</td><td> HK$’000</td><td>HK$’000</td></tr><tr><td>Non-current liabilities</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Deferred tax liabilities</td><td>6,556</td><td>7,085</td><td>10,283</td><td>16,029</td><td>22,249</td></tr><tr><td>Bank borrowings</td><td>—</td><td> —</td><td>310,000</td><td>265,000</td><td>—</td></tr><tr><td></td><td>6,556</td><td>7,085</td><td>320,283</td><td>281,029</td><td>22,249</td></tr><tr><td>Net assets</td><td>644,350</td><td>743,896</td><td>821,229</td><td>861,553</td><td>1,128,960</td></tr><tr><td>Cailpta and reserves</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Share cailpta</td><td>—</td><td>3,287</td><td>3,287</td><td>3,287</td><td>3,287</td></tr><tr><td>Reserves</td><td>626,921</td><td>731,464</td><td>813,356</td><td>852,888</td><td>1,116,466</td></tr><tr><td>Equity attributable to owners \nof the Company</td><td>626,921</td><td>734,751</td><td>816,643</td><td>856,175</td><td>1,119,753</td></tr><tr><td>Non-controlling interests</td><td>17,429</td><td>9,145</td><td>4,586</td><td>5,378</td><td>9,207</td></tr><tr><td>Total equity</td><td>644,350</td><td>743,896</td><td>821,229</td><td>861,553</td><td>1,128,960</td></tr></table>",
"Note: The consolidated net assets as at 31 December 2014, 2015, 2016 and 2017 were restated by including the financial information of the CITIC Acquired Property Management Group as if the current group structure had been in existence throughout the periods presented."
] |
[
[
1,
1
]
] |
11686216_117.pdf
|
11686216_118.pdf
|
en
|
[
"<table><tr><td rowspan=\"2\"></td><td>2017 \n二零一七年</td><td>2016\n二零一六年</td></tr><tr><td>HK$’000 \n千港元</td><td>HK$’000\n千港元</td></tr><tr><td>CASH FLOWS FROM OPERATING 經營業務的現金流量\nACTIVITIES</td><td></td><td></td></tr><tr><td>Loss before tax 除稅前虧損</td><td>(193,533)</td><td>(327,092)</td></tr><tr><td>Adjustments for: 就下列各項作出調整：</td><td></td><td></td></tr><tr><td>Finance costs 融資成本</td><td>165,563</td><td>119,356</td></tr><tr><td>Bank interest income 銀行利息收入</td><td>(13)</td><td>(6)</td></tr><tr><td>Amortisation of film products 電影產品攤銷</td><td>1,210</td><td>10,745</td></tr><tr><td>Amortisation of land lease prepayments 預付土地租賃攤銷</td><td>13,757</td><td>13,703</td></tr><tr><td>Depreciation of property, plant and 物業、廠房及設備折舊\nequipment</td><td>58,957</td><td>59,578</td></tr><tr><td>Expenses recognised in respect of 就權益結付股份付款\nequity-settled share-based payments 確認的開支</td><td>31,422</td><td>—</td></tr><tr><td>Loss on fair value changes of 可換股債券公允值變動虧損\nconvertible bonds</td><td>4,902</td><td>22,200</td></tr><tr><td>Net losses on early redemption of 提早贖回可換股債券的\nconvertible bonds 虧損淨額</td><td>—</td><td>193</td></tr><tr><td>Waiver of interest of convertible bond 豁免可換股債券利息</td><td>—</td><td>(12,513)</td></tr><tr><td>Gain on fair value changes of investment 投資物業公允值變動的\nproperties 收益</td><td>(1,080)</td><td>(1,500)</td></tr><tr><td>Impairment losses of interest receivables 應收利息的減值虧損</td><td>5,239</td><td>—</td></tr><tr><td>Impairment losses of investments in 電影╱戲劇製作的減值虧損\nfilms/drama production</td><td>5,775</td><td>—</td></tr><tr><td>Loss on disposal of an intangible asset 出售一項無形資產的虧損</td><td>79</td><td>—</td></tr><tr><td>Loss on disposal of an associate 出售一間聯營公司的虧損</td><td>110</td><td>—</td></tr><tr><td>Loss on capitalisation of loan interest 資本化應付貸款利息的虧損\npayables</td><td>1,570</td><td>—</td></tr><tr><td>Loss on capitalisation of other payables 資本化其他應付款項的虧損</td><td>5,431</td><td>—</td></tr><tr><td>Impairment loss on available-for-sales 可供出售投資的減值虧損\ninvestment</td><td>5,250</td><td>—</td></tr><tr><td>Impairment losses on trade and other 貿易及其他應收款項的\nreceivables 減值虧損</td><td>13</td><td>—</td></tr><tr><td>Share of loss of an associate 分佔一間聯營公司虧損</td><td>3</td><td>143</td></tr><tr><td>Share of loss of a joint venture 分佔一間合營企業虧損</td><td>620</td><td>904</td></tr><tr><td></td><td>105,275</td><td>(114,289)</td></tr><tr><td>Operating cash flows before movements in 營運資金變動前的經營\nworking capital 現金流量</td><td></td><td></td></tr><tr><td>Increase in inventories 存貨增加</td><td>(567)</td><td>(34)</td></tr><tr><td>Increase in film products and film 電影產品及在製電影產品\nproduction in progress 增加</td><td>—</td><td>(3,630)</td></tr><tr><td>Increase in trade receivables 應收貿易款項增加</td><td>(114,468)</td><td>(3,253)</td></tr><tr><td>Increase in prepayments, deposits and 預付款項、按金及其他應收\nother receivables 款項增加</td><td>(30,144)</td><td>(6,462)</td></tr><tr><td>Increase in trade payables 應付貿易款項增加</td><td>22,929</td><td>667</td></tr><tr><td>(Decrease)/increase in other payables and 其他應付款項及應計費用\naccruals （減少）╱增加</td><td>(423)</td><td>18,764</td></tr><tr><td>NET CASH USED IN OPERATING 經營業務所用現金淨額\nACTIVITIES</td><td>(17,398)</td><td>(108,237)</td></tr></table>"
] |
[
"<table><tr><td rowspan=\"2\"></td><td>2017 \n二零一七年</td><td>2016\n二零一六年</td></tr><tr><td>HK$’000 \n千港元</td><td>HK$’000\n千港元</td></tr><tr><td>CASH FLOWS FROM INVESTING 投資活動的現金流量\nACTIVITIES</td><td></td><td></td></tr><tr><td>Increase in films/dramas production 電影╱戲劇製作增加</td><td>(300)</td><td>(6,461)</td></tr><tr><td>Interest received 利息收入</td><td>13</td><td>6</td></tr><tr><td>Payments for property, plant and equipment 物業、廠房及設備付款</td><td>(102,274)</td><td>(88,377)</td></tr><tr><td>Payments for land lease prepayments 支付土地租賃預付款</td><td>—</td><td>(11,419)</td></tr><tr><td>Proceeds from disposal of an intangible 出售一項無形資產的所得款項\nasset</td><td>1,000</td><td>—</td></tr><tr><td>Purchases of available-for-sale investments 購買可供出售投資</td><td>—</td><td>(125)</td></tr><tr><td>NET CASH USED IN INVESTING 投資活動所用淨現金\nACTIVITIES</td><td>(101,561)</td><td>(106,376)</td></tr><tr><td>CASH FLOWS FROM FINANCING 融資活動的現金流量\nACTIVITIES</td><td></td><td></td></tr><tr><td>Interest paid 已付利息</td><td>(155,199)</td><td>(83,051)</td></tr><tr><td>Proceeds from shareholders loans 股東貸款所得款項</td><td>98,593</td><td>286,234</td></tr><tr><td>Repayments of shareholders loans 償還股東貸款</td><td>(61,876)</td><td>(13,788)</td></tr><tr><td>Proceeds from short-term borrowing 短期借貸所得款項</td><td>118,733</td><td>61,494</td></tr><tr><td>Repayments of short-term borrowing 償還短期借貸</td><td>(77,661)</td><td>(265,996)</td></tr><tr><td>Repayments of loan from a related company 償還一間關聯公司的貸款</td><td>—</td><td>(12,400)</td></tr><tr><td>Proceeds from issuance of bonds 發行債券所得款項</td><td>412,457</td><td>242,678</td></tr><tr><td>Transaction costs of issuance of bonds 發行債券的交易成本</td><td>(87,557)</td><td>(18,045)</td></tr><tr><td>Repayments of bonds 償還債券</td><td>(73,819)</td><td>(3,000)</td></tr><tr><td>Repayments of finance leases obligation 償還財務租賃承擔</td><td>(2,573)</td><td>(98)</td></tr><tr><td>Proceeds from issue of share 發行股份的所得款項</td><td>3,851</td><td>—</td></tr><tr><td>NET CASH GENERATED BY FINANCING 融資活動所得現金淨額\nACTIVITIES</td><td>174,949</td><td>194,028</td></tr><tr><td>NET INCREASE/(DECREASE) IN CASH 現金及現金等值項目\nAND CASH EQUIVALENTS 增加╱（減少）淨額</td><td>55,990</td><td>(20,585)</td></tr><tr><td>CASH AND CASH EQUIVALENTS AT 年初現金及現金等值項目\nTHE BEGINNING OF YEAR</td><td>(4,218)</td><td>4,360</td></tr><tr><td>EFFECTS OF EXCHANGE RATE 匯率變動對所持外幣現金\nCHANGES ON THE BALANCE OF 結餘的影響\nCASH HELD IN FOREIGN \nCURRENCIES</td><td>(40,244)</td><td>12,007</td></tr><tr><td>CASH AND CASH EQUIVALENTS AT 年末現金及現金等值項目\nTHE END OF YEAR</td><td>11,528</td><td>(4,218)</td></tr><tr><td>ANALYSIS OF THE BALANCES OF 現金及現金等值項目結餘分析\nCASH AND CASH EQUIVALENTS</td><td></td><td></td></tr><tr><td>Cash and bank balances 現金及銀行結餘</td><td>19,944</td><td>4,283</td></tr><tr><td>Bank overdrafts 銀行透支</td><td>(8,416)</td><td>(8,501)</td></tr><tr><td></td><td>11,528</td><td>(4,218)</td></tr></table>"
] |
[
[
0,
0
]
] |
2590948_124.pdf
|
2590948_125.pdf
|
en
|
[
"highest known oil elevation and the potential exists for an associated natural gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering or performance data and reliable technology establish the higher contact with reasonable certainty. Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when: (i) successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (ii) the project has been approved for development by all necessary parties and entities, including governmental entities.",
"Developed oil, natural gas and NGL reserves are reserves of any category that can be expected to be recovered through existing wells with existing equipment and operating methods where production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.",
"The information provided below on our oil, natural gas and NGL reserves is presented in accordance with regulations prescribed by the SEC. Our reserve estimates are generally based upon extrapolation of historical production trends, analogy to similar properties and volumetric calculations. Accordingly, these estimates will change as future information becomes available and as commodity prices change. These changes could be material and could occur in the near term.",
"Presented below is a summary of changes in estimated reserves for 2017, 2016 and 2015:",
"<table><tr><td rowspan=\"2\"></td><td>Oil</td><td>Gas</td><td>NGL</td><td>Total</td></tr><tr><td>(mmbbl)</td><td>(bcf)</td><td>(mmbbl)</td><td>(mmboe)</td></tr><tr><td>December 31, 2017</td><td></td><td></td><td></td><td></td></tr><tr><td>Proved reserves, beginning of period</td><td>399.1</td><td>6,496</td><td>226.4</td><td>1,708</td></tr><tr><td>Extensions, discoveries and other additions</td><td>62.7</td><td>3,694</td><td>44.9</td><td>723</td></tr><tr><td>Revisions of previous estimates</td><td>(168.1)</td><td>(315)</td><td>(31.0)</td><td>(252)</td></tr><tr><td>Production</td><td>(32.7)</td><td>(878)</td><td>(20.9)</td><td>(200)</td></tr><tr><td>Sale of reservesinplace</td><td>(0.9)</td><td>(418)</td><td>(0.8)</td><td>(71)</td></tr><tr><td>Purchase of reservesinplace</td><td>0.1</td><td>21</td><td>—</td><td>4</td></tr><tr><td>Proved reserves, end of period(a)</td><td>260.2</td><td>8,600</td><td>218.6</td><td>1,912</td></tr><tr><td>Proved developed reserves:</td><td></td><td></td><td></td><td></td></tr><tr><td>Beginning of period</td><td>200.4</td><td>5,126</td><td>134.1</td><td>1,189</td></tr><tr><td>End of period</td><td>150.9</td><td>4,980</td><td>134.9</td><td>1,116</td></tr><tr><td>Proved undeveloped reserves:</td><td></td><td></td><td></td><td></td></tr><tr><td>Beginning of period</td><td>198.7</td><td>1,370</td><td>92.2</td><td>519</td></tr><tr><td>End of period(b)</td><td>109.3</td><td>3,620</td><td>83.6</td><td>796</td></tr></table>"
] |
[
"<table><tr><td rowspan=\"2\"></td><td>Oil</td><td>Gas</td><td>NGL</td><td>Total</td></tr><tr><td>(mmbbl)</td><td>(bcf)</td><td>(mmbbl)</td><td>(mmboe)</td></tr><tr><td>December 31, 2016</td><td></td><td></td><td></td><td></td></tr><tr><td>Proved reserves, beginning of period</td><td>313.7</td><td>6,041</td><td>183.5</td><td>1,504</td></tr><tr><td>Extensions, discoveries and other additions</td><td>191.2</td><td>1,798</td><td>89.0</td><td>580</td></tr><tr><td>Revisions of previous estimates</td><td>(58.9)</td><td>598</td><td>2.8</td><td>43</td></tr><tr><td>Production</td><td>(33.2)</td><td>(1,050)</td><td>(24.4)</td><td>(233)</td></tr><tr><td>Sale of reservesinplace</td><td>(14.7)</td><td>(1,190)</td><td>(28.1)</td><td>(241)</td></tr><tr><td>Purchase of reservesinplace</td><td>1.0</td><td>299</td><td>3.6</td><td>55</td></tr><tr><td>Proved reserves, end of period(c)</td><td>399.1</td><td>6,496</td><td>226.4</td><td>1,708</td></tr><tr><td>Proved developed reserves:</td><td></td><td></td><td></td><td></td></tr><tr><td>Beginning of period</td><td>215.6</td><td>5,329</td><td>158.0</td><td>1,262</td></tr><tr><td>End of period</td><td>200.4</td><td>5,126</td><td>134.1</td><td>1,189</td></tr><tr><td>Proved undeveloped reserves:</td><td></td><td></td><td></td><td></td></tr><tr><td>Beginning of period</td><td>98.1</td><td>712</td><td>25.5</td><td>242</td></tr><tr><td>End of period(b)</td><td>198.7</td><td>1,370</td><td>92.2</td><td>519</td></tr><tr><td>December 31, 2015</td><td></td><td></td><td></td><td></td></tr><tr><td>Proved reserves, beginning of period</td><td>420.8</td><td>10,692</td><td>266.3</td><td>2,469</td></tr><tr><td>Extensions, discoveries and other additions</td><td>61.1</td><td>805</td><td>35.3</td><td>231</td></tr><tr><td>Revisions of previous estimates</td><td>(110.0)</td><td>(4,191)</td><td>(75.8)</td><td>(885)</td></tr><tr><td>Production</td><td>(41.6)</td><td>(1,070)</td><td>(28.0)</td><td>(248)</td></tr><tr><td>Sale of reservesinplace</td><td>(16.6)</td><td>(195)</td><td>(14.3)</td><td>(63)</td></tr><tr><td>Purchase of reservesinplace</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Proved reserves, end of period(d)</td><td>313.7</td><td>6,041</td><td>183.5</td><td>1,504</td></tr><tr><td>Proved developed reserves:</td><td></td><td></td><td></td><td></td></tr><tr><td>Beginning of period</td><td>229.3</td><td>8,615</td><td>198.5</td><td>1,864</td></tr><tr><td>End of period</td><td>215.6</td><td>5,329</td><td>158.0</td><td>1,262</td></tr><tr><td>Proved undeveloped reserves:</td><td></td><td></td><td></td><td></td></tr><tr><td>Beginning of period</td><td>191.5</td><td>2,077</td><td>67.8</td><td>605</td></tr><tr><td>End of period(b)</td><td>98.1</td><td>712</td><td>25.5</td><td>242</td></tr></table>",
"(a) Includes 1 mmbbl of oil, 20 bcf of natural gas and 2 mmbbls of NGL reserves owned by the Chesapeake Granite Wash Trust, of which 1 mmbbl of oil, 10 bcf of natural gas and 1 mmbbl of NGL are attributable to noncontrolling interest holders",
"(b) As of December 31, 2017, 2016 and 2015, there were no PUDs that had remained undeveloped for five years or more.",
"(c) Includes 1 mmbbl of oil, 23 bcf of natural gas and 2 mmbbls of NGL reserves owned by the Chesapeake Granite Wash Trust, 1 mmbbl of oil, 12 bcf of natural gas and 1 mmbbl of NGL of which are attributable to the noncontrolling interest holders.",
"(d) Includes 1 mmbbl of oil, 32 bcf of natural gas and 3 mmbbls of NGL reserves owned by the Chesapeake Granite Wash Trust, 1 mmbbl of oil, 16 bcf of natural gas and 2 mmbbls of NGL of which are attributable to the noncontrolling interest holders."
] |
[
[
4,
0
]
] |
20748374_219.pdf
|
20748374_220.pdf
|
en
|
[
"any Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.",
"(d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed thereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.",
"# Section 10.02 Limitation on Guarantor Liability.",
"Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.",
"# Section 10.03 Note Guarantee",
"The Note Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any Guarantor that is not party to this Indenture on the date of this Indenture, a supplemental indenture hereto) and not by an endorsement on, or attachment to, any Note of any Note Guarantee or notation thereof. To effect any Note Guarantee of any Guarantor not party to this Indenture on the date of this Indenture, such future Guarantor shall execute and deliver a supplemental indenture substantially in the form attached as Exhibit B hereto, which supplemental indenture shall be executed and delivered on behalf of such Guarantor by an Officer of such Guarantor.",
"# Section 10.04 Evidenced by Indenture; No Notation of Subsidiary Guarantee.",
"Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on any Note a notation of such Note Guarantee.",
"The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of each of the Guarantors.",
"Section 10.05 Guarantors May Consolidate, etc., on Certain Terms.",
"Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Issuers or another Guarantor, unless:",
"(1) immediately after giving effect to such transaction, no Default or Event of Default exists; and",
"(2) either:",
"(a) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger is a Guarantor, or unconditionally assumes all the obligations of that Guarantor under this Indenture and its Note Guarantee on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee; or",
"(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof.",
"In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed"
] |
[
"upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.",
"Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Issuers or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuers or another Guarantor.",
"# Section 10.06 Releases.",
"The Note Guarantee of a Guarantor will be released:",
"(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) TLLP or a Restricted Subsidiary of TLLP, if the sale or other disposition does not violate Section 4.10 hereof;",
"(2) in connection with any sale or other disposition of the Capital Stock of that Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary of TLLP, if the sale or other disposition does not violate Section 4.10 hereof;",
"(3) if TLLP designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.17 hereof;",
"(4) upon the release or discharge of the guarantee by such Guarantor with respect to the Indebtedness under the Credit Agreements or the guarantee that resulted in the creation of such Guarantee; provided, however, that release or discharge of the guarantee by such Guarantor with respect to Indebtedness under the Existing Notes occurs prior to or contemporaneously therewith; provided, further, however, that if, at any time following such release, that Guarantor later guarantees Indebtedness of any Issuer under the Credit Agreements, then such Guarantor shall provide a Note Guarantee at such time if required in accordance with Section 4.16 hereof;",
"(5) upon the merger, amalgamation or consolidation of such Guarantor with and into an Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation or dissolution of such Guarantor;",
"(6) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or upon satisfaction and discharge in accordance with Article 11 hereof; or",
"# (7) in accordance with Article 9 hereof.",
"Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.06 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.",
"# ARTICLE 11",
"# SATISFACTION AND DISCHARGE",
"Section 11.01 Satisfaction and Discharge.",
"This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:",
"(1) either:",
"(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or"
] |
[
[
15,
0
]
] |
20750630_8.pdf
|
20750630_9.pdf
|
en
|
[
"Fig. 7. Top panel: the 2 keV-emission \\( r _ { p e a k } \\) (\\( r _ { 9 0 } \\)) as a function of \\( \\mu \\) is represented in black (gray). The green shaded area qualitatively shows the inner radii, where the bulk of X-ray emission is supposed to come from according to X-ray reverberation and micro-lensing. For increas-ing \\( \\mu \\), the X-ray emission profile peaks at larger radii. Middle panel: for increasing \\( \\mu \\) the models obtain a slope of the \\( L _ { X } - L _ { U V } \\) closer to the observed one. The dark-green area represents the reference slope of the cleanest XXM-XXL (Appendix B), while the light-green refers to the slope quoted in LR17. Bottom panel: intrinsic scatter of the mock \\( L _ { X } - L _ { U V } \\) relations as a function of \\( \\mu . \\). The green area represents a ten-tative upper limit of the true scatter (Lusso & Risaliti 2016; Chiaraluce et al. 2018), that is only due to the physical properties of AGN. For simplicity, all panels show only the results obtained with a single \\( f _ { m a x } \\), corresponding to the highest \\( r ^ { 2 } \\)-score (e.g., Fig. 6), and fixed \\( \\alpha _ { 0 } = 0 . 0 2 \\).",
"0.5 and 1, respectively4:",
"\\[ \\begin{array} { l l r } { \\log < f > \\ = \\log f _ { m a x } } \\\\ { \\log < f > \\ = \\left( - 1 . 1 2 \\pm 0 . 2 4 \\right) \\ - \\left( 0 . 1 5 \\pm 0 . 0 2 \\right) \\, \\log \\dot { m } } \\\\ { \\ } & { \\qquad \\qquad + \\ ( 0 . 0 5 \\pm 0 . 0 3 ) \\, \\log m } \\\\ { \\log < f > \\ = \\left( - 1 . 8 2 \\pm 0 . 3 6 \\right) \\, - \\left( 0 . 2 7 \\pm 0 . 0 3 \\right) \\, \\log \\dot { m } } \\\\ { \\ } & { \\qquad \\qquad + \\ ( 0 . 0 7 \\pm 0 . 0 4 ) \\, \\log m } & { ( 1 4 ) } \\end{array} \\]",
"where the steepest dependency from m˙ is obtained for larger \\( \\mu \\).",
"This test points in the same direction as the evidence of an X-ray bolometric correction increasing with the accretion rate (e.g. Wang et al. 2004; Vasudevan & Fabian 2007, 2009; Lusso et al. 2010; Young et al. 2010), although we refrain to compare this observable with our regressions (e.g. Wang et al. 2004; Cao 2009; Liu & Liu 2009; You et al. 2012; Liu et al. 2012, 2016a), due to the many more uncertainties in play when deriving bolo-metric luminosities in comparison to the quantities entering in the \\( L _ { X } - L _ { U V } \\) (see the discussion in Section 4.2).",
"# 5.3. The scatter of the \\( L _ { X } - L _ { U V } \\)",
"The observed scatter of the \\( L _ { X } - L _ { U V } \\) for the sample used in this work is \\( \\sigma _ { i n t r } \\, = \\, 0 . 2 7 \\pm 0 . 0 1 \\) (Section 4.1). As a matter of fact, this value represents an upper limit to the intrinsic disper-sion inherent to the physics of the system, as the observed scat-ter is aected by a combination of instrumental and calibration issues, UV and X-ray variability, non-simultaneity of the multi-wavelength observations. A lot of eort has been put into trying to quantify as accurately as possible all these contaminants (e.g. Vagnetti et al. 2013; Lusso 2018, and references therein), with claims that the intrinsic scatter in the \\( L x \\)-\\( L _ { I I V } \\) relation is smaller than \\( \\lesssim \\, 0 . 1 8 \\mathrm { ~ - ~ } \\) 0.20 (Lusso & Risaliti 2016; Chiaraluce et al. 2018). Any successful model should be able to reproduce such a low scatter.",
"From the examples of mock \\( L _ { X } - L _ { U V } \\) relations plotted in Fig. 5, it can already be seen that our models come with their one intrinsic scatter. In our methodology (Section 4.2), the modeled \\( \\dot { m } \\) was tuned to the observed \\( L _ { 3 0 0 0 \\mathring \\mathrm { A } } \\), hence the intrinsic scatter of the mock \\( L _ { X } - L _ { U V } \\) relations is simply the dispersion of the modeled \\( L _ { 2 k e V } \\), at a given m˙, due to dierent m and \\( \\Gamma \\). We show this more quantitatively in the bottom panel of Fig. 7. The mod-els dispersion varies with \\( \\mu \\) because changing the viscosity law induces a dierent logarithmic scatter in f(r) (see Fig. 1) and it also aects the distance (in gravitational radii) from which the bulk of the \\( L _ { 2 k e V } \\) is coming (see top panel of Fig. 7). The result-ing \\( \\sigma _ { i n t r } \\) of the models is likely a complex combination of these (and possible more) factors. All the models, with the exception of \\( \\mu \\)= 0, lie below the available observational constraints (Lusso& Risaliti 2016; Chiaraluce et al. 2018) of \\( \\lesssim 0 . 1 8 - \\) 0.20. This is another successful prediction of our model (see Section 3).",
"# 5.4. A complete picture: the slope-normalization plane of the \\( L _ { X } - L _ { U V } \\)",
"In the previous Sections, we decomposed the match in either nor-malization or slope to have a better understanding on how our disk-corona models can relate to the observed \\( L _ { X } - L _ { U V } \\). How-ever, the goal would be to have a model that can fully encompass these observables. Hence, in Fig. 8 we display 1-, 2- and 3-sigma contours in the slope-normalization plane \\( { \\widehat { ( \\beta } } \\! - \\! { \\widehat { \\alpha } } ) \\) of the \\( L _ { X } \\! - \\! L _ { U V } \\) for both data and models. All regressions were performed with emcee normalizing both \\( L _ { X } \\) and \\( L _ { U V } \\) to the median value of XMM-XXL. The data contours are related to the cleanest XMM-XXL version (Appendix B) and to the RM-QSO sources5. Model contours are shown for \\( \\mu \\, = \\, [ 0 , 0 . 2 , 0 . 4 , 0 . 5 , 0 . 6 , 0 . 8 , 1 ] \\) using a",
"---",
"4 The distributions of mock \\( \\dot { m } \\) are very similar across the models, with median values (and related 16th and 84th percentiles) of \\( 0 . 1 6 _ { 0 . 0 4 } ^ { 0 . 6 9 } \\),\\( 0 . 1 5 _ { 0 . 0 5 } ^ { 0 . 6 5 } \\) and \\( 0 . 1 4 _ { 0 . 0 4 } ^ { 0 . 5 9 } \\) for \\( \\mu \\) = 0, 0.5 and 1, respectively. The tails include Eddington or even super-Eddington sources. We note that the uncer-tainty on the modeled \\( \\dot { m } \\), propagated through the ones in the observa-tions, is as large as \\( \\approx \\) \\( ( 1 \\ \\kappa ) \\) 5 \\( 4 \\alpha \\) x.",
"5 XMM-XXL luminosities were obtained in L16 including a Balmer continuum component in the fit (refer to Shen & Liu 2012), although for the RM-QSO this component was switched o (Shen et al. 2018). For consistency, a rigid shift of −0.12 dex was applied to the RM-QSO \\( L _ { 3 0 0 0 \\delta } \\) (Shen & Liu 2012) for obtaining the contours displayed in Fig. 8."
] |
[
"A&A proofs: manuscript no. paper\\_disc\\_corona\\_LXvsLUV",
"Fig. 8. 1-, 2- and 3-sigma contours of the emcee regressions in the slope-normalization \\( ( { \\widehat { \\beta } } - { \\widehat { \\alpha } } ) \\) plane of the \\( L _ { X } - L _ { U V } \\) for both data and models, normalizing all \\( L _ { X } \\) and \\( L _ { I I V } \\) to the corresponding median val-ues of XMM-XXL. Dark green contours are related to the cleanest XMM-XXL sample (Appendix B) and the light green ones to the RM-QSO sources. The contour of the models are color coded for \\( \\mu \\) \\( = \\)\\( [ 0 , 0 . 2 , 0 . 4 , 0 . 5 , 0 . 6 , 0 . 8 , 1 ] \\), as shown in the legend. For simplicity, we report for each \\( \\mu \\) only results obtained with a single \\( f _ { m a x } \\), correspond-ing to the highest \\( r ^ { 2 } \\)-score, and fixed \\( \\alpha _ { 0 } = 0 . 0 2 \\). Models that reproduce the observed slope \\( _ { - } \\) are also the ones that show weaker coronae (lower normalization \\( \\widehat { \\alpha } \\)).",
"single \\( f _ { m a x } \\), corresponding to the highest \\( r ^ { 2 } \\)-score (e.g., Fig. 6) for each \\( \\mu \\), and a fixed \\( \\alpha _ { 0 } = 0 . 0 2 \\), for simplicity.",
"Fig. 8 shows that models reproducing the observed slope, namely the ones with higher \\( \\mu \\) (as in middle panel of Fig. 7), are also the ones that show weaker coronae (lower normalization \\( \\bar { \\alpha } \\) b) and overly extended \\( L _ { 2 k e V } \\)-emission (i.e. higher \\( r _ { p e a k } \\) and \\( r _ { 9 0 } \\), top panel of Fig. 7).",
"# 5.5. The 3D plane: \\( L _ { X } \\) vs \\( L r r \\) vs m",
"As shown by LR17, the \\( L _ { X } - L _ { U V } \\) relation for AGN is rather a three-dimensional problem, with the mass (or its proxy given by the full-width half-maximum of broad emission lines) playing a significant role as well. The observed \\( L _ { X } - L _ { U V } - m \\) plane from XMM-XXL can be fit by:",
"\\[ \\begin{array} { c } { { \\log L _ { 2 k e V } - 2 5 = ( - 0 . 9 1 \\pm 0 . 1 3 ) + ( 0 . 3 9 \\pm 0 . 0 3 ) ( \\log L _ { 3 0 0 0 \\hat { \\mathbf { A } } } - 2 5 ) } } \\\\ { { + \\left( 0 . 2 3 \\pm 0 . 0 4 \\right) ( \\log m - 7 ) } } \\\\ { { ( 1 5 ) } } \\end{array} \\]",
"and the mock \\( L _ { X } - L _ { U V } - m \\) from models with \\( \\mu \\)= 0, 0.5 and 1, respectively:",
"\\[ \\begin{array} { c } { { \\log L _ { 2 k e V } - 2 5 = ( - 3 . 4 9 \\pm 0 . 1 5 ) + ( 1 . 0 8 \\pm 0 . 0 3 ) ( \\log L _ { 3 0 0 0 \\AA } - 2 5 ) } } \\\\ { { - \\, ( 0 . 2 7 \\pm 0 . 0 3 ) ( \\log m - 7 ) } } \\\\ { { { } } } \\\\ { { \\log L _ { 2 k e V } - 2 5 = ( - 2 . 4 1 \\pm 0 . 1 5 ) + ( 0 . 7 3 \\pm 0 . 0 1 ) ( \\log L _ { 3 0 0 0 \\AA } - 2 5 ) } } \\\\ { { + \\, ( 0 . 0 1 3 \\pm 0 . 0 0 4 ) ( \\log m - 7 ) } } \\\\ { { { } } } \\\\ { { \\log L _ { 2 k e V } - 2 5 = ( - 2 . 2 8 \\pm 0 . 0 8 ) + ( 0 . 5 7 \\pm 0 . 0 2 ) ( \\log L _ { 3 0 0 0 \\AA } - 2 5 ) } } \\\\ { { { } } } \\\\ { { + \\, ( 0 . 1 4 \\pm 0 . 0 2 ) ( \\log m - 7 ) } } \\end{array} \\]",
"Fig. 9. Same as Fig. 8, with the addition of empty contours for \\( \\mu \\)=0.4, 0.5 and 0.6 (color coded in the legend) obtained with maximally spinning black holes (i.e. with \\( \\epsilon _ { 0 } = 0 . 3 \\) and \\( r _ { 0 } \\, = \\, 1 . 2 4 r _ { g } \\). The dashed lines connect them to the non-spinning analogous realizations. Dark-red density spots represent the location of the center of dierent contours of the standard \\( \\mu \\) = 0.5 case, in which the only dierence is the adoption of \\( \\eta \\) (downward scattering component) varying among 0.4, 0.5 and 0.6, going from higher to lower \\( \\widehat { \\alpha } \\), respectively.",
"The comparison in the 3D plane states that the exact dependency is not obtained by any of the models, with \\( \\mu \\) = 1 being the clos-est in qualitatively retrieving the coecients for \\( L _ { 3 0 0 0 \\mathring { \\mathrm { A } } } \\) and m. We note that the mass is taken from the observations, thus this mismatch states that the luminosities in the model do not depend on the mass in the correct way.",
"# 5.6. The impact of the accretion efficiency",
"Throughout this work we adopted an eciency \\( \\epsilon _ { 0 } = 0 . 0 5 7 \\), typ-ical of non-rotating black holes (e.g. Shapiro 2005), for sim-plicity. Nonetheless, a high spin seems to be preferred to model the blurred relativistic iron line, detected both in the local Uni-verse (Nandra et al. 2007; Reynolds 2013) and up to \\( z \\sim \\) 4 (e.g. Baronchelli et al. 2018). Moreover, flux-limited samples are known to be biased in preferentially detecting high-spinning black holes (Brenneman et al. 2011; Vasudevan et al. 2016), sim-ply because they are brighter than their non-rotating analogous (see Reynolds 2019).",
"Then, we tested the model using maximally-spinning black holes, with radiative eciency 0.3 and ISCO down to \\( r _ { 0 } = \\)\\( 1 . 2 4 r _ { g } \\)(Thorne 1974). This has a major impact on the normal-ization axis of the \\( L _ { X } - L _ { U V } . \\). Everything else in the source being equal, in a spinning black hole matter can be accreted down to smaller distances with respect to their non-rotating companions, thus the accretion power in the system is much higher. As a mat-ter of fact, changing the radiative eciency has an impact on the numerical equation that regulates f(r): for the same m and \\( \\dot { m } \\) and \\( r > \\) 3 the values of f is higher, and the transition radius between \\( P _ { r a d } - \\) and \\( P _ { g a s } \\)-dominated regions moves at lower radii. This self-consistently aects the disk equations via the \\( ( 1 - \\tilde { f } ) \\) factor (see Appendix A), hence the surface temperature is de-creased at higher radii, where most of the disk emission at 3000Åcomes from. Then, the modeled \\( \\dot { m } \\) value needed to match the observed \\( L _ { 3 0 0 0 \\mathring \\mathrm { A } } \\) is higher (see Section 4.2) and, consequently, \\( L _ { 2 k e V } \\propto f Q _ { + } \\) is higher."
] |
[
[
9,
2
]
] |
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