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superintelligence” alternatives, in which machine superintelligences interact with otherwise human-led corporations or nation-states. The four scenarios are as follows:
State/AI: individual nation-states control and ally with multiple machine intelligences.
Corporate/AI: For-profit corporations control the most powerful and rapidly improving AIs.
Self-interested super-AI: AIs act solely in their own interests, rather than being aligned with either humans or hybrid Superintelligences.
Optimistic AI: Machine intelligences are not allied with each other but rather work to further the goals of humanity as a whole.25
These scenarios are not outlandish. Less sophisticated leaders may look at these scenarios and ask questions such as the following: What implications would these scenarios have on your governance agenda? What testing and safety should we insist on before implementing hybrid superintelligence? In what parts of your organization do you most need to invite advanced AI? Essentially, these leaders are considering how they can outcompete others in the various scenarios.
These questions are outdated if used in isolation. Threshold leaders will approach Hillis’s scenarios with greater complexity of mind, by also exploring questions such as: Who really governs our universe? From where does wisdom come? How do we know what constitutes good government?What intuition am I getting from the periphery about governance? What is my gut telling me? How is everything linked? In asking these higher order questions, you are discovering and connecting with what your “macro violin” means for you. Such complex observations are provisional, even speculative. But epochal human breakthrough will not come in well-worn paths. It will come at the edges, where we peer toward the future.
Emergent wisdom is triply open to ethereal clues. For many who believe that the divine is beyond time, the system of our universe is not closed at the beginning of time as we know it. For those who do not believe in the divine, the initial conditions of our universe still carry a fascination and a wonder. In either case, the beginnings of our existence are open in some way. Advancing AI also invites us into a system that is open at the other end, in the sense of being emergent. Our universe may actually be trebly
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open: not just open beginnings, not just an open AI future, but also an open-ended process of increasing human maturity. This is a thrilling three-stranded cord.
Threshold leaders will step to a different rhythm and climb a different hill. They work with clues they have received during life. They prize an open view of the universe. They know that AI does not have to outshine humanity. Even if the first Superintelligences are malicious, wise leaders will maximize the chances that Superintelligence turns toward better purposes.
Love and wisdom fuel all four pathways of this book. We do not just offer love and wisdom, we cultivate them in stillness, we attend to them, we embody them, we seek them humbly, playfully, and at ease. In a world where machines score A+ on everything, let us establish love and wisdom as the beating heart.
# THRESHOLD RESOURCE
# RESOURCE FOR ANY LEADER
Resource 22. Three Loving, Wise Transformational Habits of Mind
Purpose
Invite love and wisdom.
Process
This is a five-step reflective exercise that takes about forty-five minutes. Each step starts with the letter A.
Jennifer Garvey Berger and Keith Johnson developed the three transformational habits that form the core of this resource. The habits and several other prompts in the “adopt” step of this resource are contained in Garvey Berger’s book Changing on the Job. As Jennifer told me when we discussed them in the context of this book, “If you anchor to these habits, the work you do stands a fair chance of being transformational in some way, because the habits have this quirky advantage of being able to shape what you do in the moment and also being able to grow you over time.”
STEP 1: Adjourn
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20795819_336.pdf
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“Flood Documents” has the meaning specified in the definition of “Collateral and Guaranty Requirements”.
“Flood Laws” means the National Flood Insurance Reform Act of 1994 and related legislation (including the regulations of the Board of Governors of the Federal Reserve System).
“Foreign Borrower” has the meaning specified in the preamble to this Agreement.
“Foreign Borrower Obligations” means the Obligations of any Borrower other than any U.S. Borrower.
“Foreign Collateral Documents” means (a) each Other Foreign Security Agreement, the Japanese Pledge Agreement (all Obligations), the Mexican Pledge Agreement (all Obligations), the Canadian Pledge Agreement, the Swedish Pledge Agreement, the U.K. Pledge Agreement, each Other Foreign Pledge Agreement, the Other Foreign Mortgages, each of the other mortgages, collateral assignments, security agreements, pledge agreements, hypothecs, bonds, control agreements or other similar agreements or supplements to the foregoing (i) entered into by any Loan Party, (ii) delivered to the Administrative Agent pursuant to the Collateral and Guaranty Requirements or pursuant to Section 6.11 for the benefit of any or all of the Secured Parties and (iii) governed by the laws (other than the laws of the United States or any state or other political subdivision thereof) of any nation, state, province or other political subdivision thereof, and (b) each of the other agreements, instruments or documents entered into by any Loan Party, governed by the laws (other than the laws of the United States or any state or other political subdivision thereof) of any nation, state, province or other political subdivision thereof, that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of any or all of the Secured Parties.
“Foreign Guarantors” means and includes each Foreign Borrower and each Foreign Subsidiary Guarantor.
“Foreign Lender” means (i) with respect to any Loan made to a U.S. Borrower, a Lender that is not a U.S. Person and (ii) with respect to any Loan made to a Foreign Borrower, any Lender that is not organized under the laws in which such Foreign Borrower is resident for tax purposes and that is not otherwise considered or deemed in respect of any amount payable to it hereunder or under any Loan Document to be resident for income tax or withholding tax purposes in the jurisdiction in which such Borrower is resident for tax purposes by application of the laws of that jurisdiction.
“Foreign Loan Party” means each Foreign Borrower and each other Foreign Guarantor.
“Foreign Obligations” means the Foreign Borrower Obligations, all Obligations of any Foreign Loan Party or any Foreign Subsidiary under any Secured Cash Management Agreement or any Secured Hedge Agreement, all Obligations of any Foreign Loan Party under any Specified Supply Chain Agreement and Obligations of any Foreign Loan Party under any guarantee or security agreement related to any of the foregoing.
“Foreign Obligations Guaranty” means an agreement in substantially the form of Exhibit H with such changes as are reasonably satisfactory to the Administrative Agent.
“Foreign Obligations Secured Parties” means, collectively, (i) the Administrative Agent, (ii) each Lender making a Loan or other extension of credit hereunder to, or having commitments under this Agreement to, any Foreign Borrower, (iii) each L/C Issuer issuing a Letter of Credit or amending or extending any issued Letter of Credit for the account of any Foreign Borrower, (iv) with respect to any Secured Cash Management
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Agreement with a Foreign Loan Party or any other Foreign Subsidiary, the Cash Management Banks party thereto, (v) with respect to any Secured Hedge Agreement with a Foreign Loan Party or any other Foreign Subsidiary, the Hedge Banks party thereto, (vi) with respect to any Specified Supply Chain Agreement in respect of any Permitted Supply Chain Financing with a Foreign Loan Party, the Supply Chain Finance Banks party thereto and (vii) each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.
“Foreign Pension Plan” means any plan, fund (including any superannuation fund) or other similar program established or maintained outside the United States by Holdings, or any one or more of its Subsidiaries (other than Immaterial Subsidiaries) primarily for the benefit of employees of Holdings, or such Subsidiaries residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.
“Foreign Pension Plan Event” means, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments, (c) the receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Pension Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan, (d) the incurrence of any liability by Holdings or any of its Subsidiaries under applicable law on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein, or (e) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by Holdings or any of its Subsidiaries, or the imposition on Holdings or any of its Subsidiaries of any fine, excise tax or penalty resulting from any noncompliance with any applicable law, and which events under clauses (a) through (e) above, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.
“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.
“Foreign Subsidiary Guarantor” means subject to the Agreed Security Principles, each Foreign Subsidiary of Holdings that is organized under the laws of the same jurisdiction as any Borrower (other than any U.S. Borrower) (it being understood that entities organized under the laws of different states, provinces, or other localities of the same country as that of a Borrower shall be considered to be of the same jurisdiction as such Borrower for such purposes) whether existing on the Restatement Date or established, created or acquired after the Restatement Date, in each case unless and until such time as the respective Foreign Subsidiary is released from all of its obligations under the Foreign Obligations Guaranty and the Collateral Documents (if any) to which it is a party in accordance with the terms and provisions hereof.
“FRB” means the Board of Governors of the Federal Reserve System of the United States.
“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.
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FIG. 4: Measured parallel momentum distributions for the ground state and the states at 4382, 4766, 4960 and 5096 keV (displayed in red in the level scheme) of \( ^ { 3 5 } \mathbf { P } \). The bottom panel shows that for \( ^ { 3 6 } \mathbf { P } \) nucleus, as produced from \( ^ { 3 6 } \mathrm { S } \). The verti-cal dashed line, crossing all panels, represents the centroid of the momentum distribution of \( ^ { 3 6 } \mathbf { P } \) nucleus, \( p _ { 0 } \), shifted by the evaporation of a neutron, i.e. \( p _ { 1 } \)=(A-1)/A \( p _ { 0 } \). It is seen that the distributions for all states labeled red in the level scheme are shifted relative to that of the \( ^ { 3 5 } \mathrm { P } \) ground state, that is produced via direct one-proton knockout.
section of about 2.5 mb was measured at similar beam energy for the sd-shell nucleus \( { } ^ { 2 2 } \mathrm { M g } \) [32]. It follows that the TS mechanism would have a rather low cross section, of the order of 0.10 mb, that is a factor of 20 lower than we observe for the sum over all states with shifted mo-mentum distributions. It is therefore likely that a more direct process is needed to account for the measured cross section.
Charge-exchange reactions occur more favorably with an allowed GT operator (\( \Delta L \)=0,\( \Delta J = \)=0 \( , \pm \) 1, \( \Delta \pi \)=no) that would lead to the production of \( 1 + \) states in \( ^ { 3 6 } \mathbf { P } \) starting from the \( 0 ^ { + } \) ground state of \( ^ { 3 6 } \mathrm { S } \). Higher momen-tum transfers are also observed when very strict kine-matic condition for the reaction as well as suitable target excitations cannot be selected, as in the present exper-iment. Moreover, having a closed neutron sd shell, the exchange of an sd proton to an sd neutron orbital that would lead to \( 1 ^ { + } \) states in \( ^ { 3 6 } \mathrm { S } \) is strongly hindered by Pauli blocking. Rather, transfer to the f p or to the high-est \( g - s d \) orbits must become largely competitive. The non-feeding of any of the known \( 1 + \) states in \( { } ^ { 3 6 } \mathrm { P } \) but the population of the negative parity states \( 4 ^ { - } \) (g.s.), \( 3 ^ { - } \) (250 keV) and of the tentatively assigned \( 2 ^ { - } \) (425 keV) through low-energy charge-exchange reactions of Ref. [33] are in line with the above assumptions. In the present experiment, several \( \gamma \) rays are observed in coin-cidence with \( ^ { 3 6 } \mathbf { P } \) (see Fig. 5). However, none of them arise from the deexcitation of the \( ^ { 1 + } \) states at 1303 keV and 2281 keV that were populated in the \( \beta \) decay of \( ^ { 3 6 } \mathrm { S i } \) to \( { } ^ { 3 6 } \mathrm { \mathbf { C } } \) [34] and whose decay occurs through \( \gamma \) rays of 878 keV and (934, 977, 1858 keV), respectively, as in Ref. [33]. Even if the present statistics does not allow ex-tracting \( \gamma \)-\( \gamma \) coincidences, the observation of transitions at 250 keV and about 170 keV suggest the feeding of the \( 3 ^ { - } \) and \( 2 ^ { - } \) states, respectively. Other transitions are ob-served, but none (except perhaps the 2020(20) keV from[35]) were reported in previous works. Interestingly, one transition is seen at 4050 keV, i.e. about 600 keV above the neutron emission threshold of 3.465 MeV. This state seems to decay preferentially through a \( \gamma \)-ray transition rather than neutron decay to the \( 1 / 2 ^ { + } \) ground state of \( ^ { 3 5 } \mathrm { P } \).
FIG. 5: Doppler-corrected \( \gamma \)-decay spectrum for the \( ^ { 3 6 } \mathrm { { P } } \) nu-cleus populated from \( ^ { 3 6 } \mathrm { S } \) in a nucleon-exchange reaction.
The last hypothesis is that these momentum-shifted distributions result from the proton knockout from a state excited in inelastic scattering. Such a TS reaction was discussed as one possibility to account for the obser-vation of a \( \gamma \)-decaying neutron-unbound state in \( ^ { 3 5 } \mathrm { S i } \) at 3.611 MeV (\( S _ { n } \)=2.470(40) MeV) populated in the \( ^ { 3 6 } \mathrm { S i } \)(−1n) reaction [22]. As shown in Fig. 4 of Ref. [22], the momentum distribution associated with the production of this unbound state appears to lie dominantly in the low-momentum tail of the \( ^ { 3 5 } \mathrm { S i } \) distribution, possibly in-dicating that its centroid is shifted to lower momentum. The production of such a state was evaluated in Ref. [22]to be of 0.8(2) mb, a value that is comparable to the par-tial cross sections for the states which are observed with a
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shifted momentum distribution in our work. A total cross section of 2.4(4) mb is indeed obtained by summing over the four states represented in red in Fig. 2. Contrary to the case presented in Ref. [22], the states here possibly produced by the same TS mechanism are below the neu-tron separation energy. This could be due to the fact that the neutron emission threshold of \( ^ { 3 5 } \mathrm { P } \) (\( S _ { n } \)=8.380 MeV) is much higher than the one of \( ^ { 3 5 } \mathrm { S i } \) (\( S _ { n } \)=2.470 MeV).
# VI. CONCLUSIONS
The spectroscopy of \( { } ^ { 3 5 } \mathbf { P } \) was investigated with an intermediate-energy one-proton knockout reaction using a secondary beam of \( ^ { 3 6 } \mathrm { S } \) interacting with a \( ^ { 9 } \mathrm { B e } \) foil at 88 MeV/u mid-target energy. The \( { } ^ { 3 5 } \mathbf { P } \) nuclei were selected by the S800 spectrograph at NSCL and identified in the spectrograph’s focal plane in coincidence with prompt \( \gamma \) rays detected in the GRETINA segmented Ge array around the target. The level scheme of \( { } ^ { 3 5 } \mathrm { P } \) has been es-tablished up to about 7.5 MeV from \( \gamma - \)\( \gamma \) coincidences and relative \( \gamma \) intensities. Spins and parities for most of the populated states were proposed from a comparison be-tween calculated and measured \( \gamma \)-gated momentum dis-tributions for the population of individual final states in \( { } ^ { 3 5 } \mathrm { P } \). Spectroscopic factor values, \( C ^ { 2 } S , \), were derived from partial cross sections for the \( 1 / 2 ^ { + } \) ground state and the excited states \( ( 3 / 2 ^ { + } \),\( 5 / 2 ^ { + } \) and tentatively \( 1 / 2 ^ { - } \)) in \( { } ^ { 3 5 } \mathrm { P } \). An inclusive cross section of 51(1) mb was measured for
\[ ^ { 3 5 } \mathbf { P } \]
produced from
\[ ^ { 3 6 } \mathrm { S } \]
. The extracted summed \( \sum C ^ { 2 } S \) values agree with expected shell-model occupancies of the protons in the \( 2 s _ { 1 / 2 } \) (\( \sum C ^ { 2 } S = \) 2.2(\( 7 ) \)), \( 1 d _ { 3 / 2 } \) (0.7(3)), \( 1 d _ { 5 / 2 } \) (5.2(9)) or-bitals, while only a fraction (0.41(17)) of the strength corresponding to the deeply-bound \( 1 p _ { 1 / 2 } \) orbit is tenta-tively observed for two states above 5.6 MeV.
The present results were compared to those obtained for \( { } ^ { 3 5 } \mathrm { \mathbf { P } } \) using the \( ^ { 3 6 } \mathrm { S } ( d , ^ { 3 } \mathrm { H e } ) { } ^ { 3 5 } \mathrm { P } \) transfer reaction at low energy. Remarkable agreement is found for the proposed level scheme populated, the spin assignments (except for one state) and the deduced \( C ^ { 2 } S \) values. Since ob-tained from high-resolution \( \gamma \)-ray spectroscopy, the ex-citation energies of the presently identified states in \( { } ^ { 3 5 } \mathrm { P } \) are more accurate than those obtained in the \( ( d , { ^ { 3 } \mathrm { H e } } ) \) reaction [16]. They agree with the values obtained in a multi-nucleon transfer reaction [25], for which several states were observed in common. The present sensitiv-ity of the knockout reaction, with a projectile beam of 2 \( \cdot \bar { 1 0 ^ { 5 } } \) pps, matches the one obtained in the \( ( d , { ^ 3 } \mathrm { H e } ) \) reac-tion with a d beam on a stable \( ^ { 3 6 } \mathrm { S } \) target. This reinforces the enormous potential of this experimental technique in extracting level schemes, orbital angular momenta, and \( C ^ { 2 } S \) values.
Besides the observation of states that were expected to be produced in the knockout of protons from the \( p - s d \) shell, other states with likely high spin value (\( J \ge 5 / \) 2) and negative parity are observed as well, with a summed partial cross section of about 2.4 mb. Owing to the facts that these states were not observed in the \( ( d , { ^ { 3 } \mathrm { H e } } ) \)) re-action and that they exhibit parallel-momentum distri-butions that are down-shifted as compared to the ones from knockout, we propose that they are produced by an-other mechanism that could be either a charge-exchange or a two-steps mechanism in which a core excitation is followed by a proton knockout. While so far we can-not clearly identify which of these two mechanisms is the most probable, it interestingly leads to the production of states most likely corresponding to neutron-core excita-tions. This feature may be very interesting to single-out intruder states belonging to the so-called island of inver-sion, as evoked in Refs. [22, 37].
# Acknowledgments
This work is supported by the National Science Foun-dation (NSF) under Grant Nos. PHY-1102511 and PHY-1306297 and by the Institut Universitaire de France. GRETINA was funded by the US DOE - Office of Sci-ence. Operation of the array at NSCL is supported by NSF under Cooperative Agreement PHY-1102511 (NSCL) and DOE under grant DE-AC02-05CH11231 (LBNL). O.S wish to thank T. Duguet for fruitful dis-cussions. J.A.T acknowledges support of the Science and Technology Facility Council (UK) grant ST/L005743.
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So we have \( g ( P _ { 3 , o _ { 1 } } ^ { \rightarrow } ) \neq g ( P _ { 3 , o _ { 2 } } ^ { \rightarrow } ) \).
Considering the partial graph \( G - P _ { 3 } \), let \( g ( ( G - P _ { 3 } ) _ { o _ { i } } ^ { \rightarrow } = t \) for a specific orientation \( o _ { i } \) and a predator-prey strategy \( s _ { k } \).
For the path \( P _ { 3 } = v _ { 1 } v _ { 2 } v _ { 3 } \) consider the graph \( G ^ { \rightarrow } \) with the predator-prey strategy \( s _ { k } ^ { * } = \)\( ( s _ { 1 } , s _ { k } ) \) and the orientation \( o _ { i } ^ { * } = \{ ( v _ { 1 } , v _ { 2 } ) , ( v _ { 2 } , v _ { 3 } ) , o _ { i } \} \). Clearly arcs to and from \( P _ { 3 } ^ { \rightarrow } \) and the rest of \( G ^ { \rightarrow } \) may exist such that upon applying \( s _ { k } ^ { * } \) we have \( g ( ( G \mathrm { ~ - ~ } P _ { 3 } ) _ { o i } ^ { \rightarrow } ) \mathrm { ~ - ~ } 4 \mathrm { ~ = ~ } t \mathrm { ~ - ~ } 4 \mathrm { ~ \leq ~ } \)\( g ( G ^ { \rightarrow } ) _ { o _ { i } ^ { * } } \leq t + 2 = g ( ( G - P _ { 3 } ) _ { o _ { i } } ^ { \rightarrow } ) + 2 \).
For the path \( P _ { 3 } \, = \, v _ { 2 } v _ { 1 } v _ { 3 } \) consider the graph \( G ^ { \rightarrow } \) with the predator-prey strategy \( s _ { k } ^ { * } = \)\( ( s _ { 1 } , s _ { k } ) \) and the orientation \( o _ { j } ^ { * } = \{ ( v _ { 2 } , v _ { 1 } ) , ( v _ { 1 } , v _ { 3 } ) , o _ { j } \} \). Clearly arcs to and from \( P _ { 3 } ^ { \rightarrow } \) and the rest of \( G ^ { \rightarrow } \) may exist such that upon applying \( s _ { k } ^ { * } \) we have \( g ( ( G - P _ { 3 } ) _ { o _ { i } } ^ { \rightarrow } ) - 8 \, = \, t - 8 \, \leq \)\( g ( G ^ { \rightarrow } ) _ { o _ { j } ^ { * } } \leq t + 4 = g ( ( G - P _ { 3 } ) _ { o _ { j } } ^ { \rightarrow } ) + 4 \).
Since the set of arcs between the two directed paths and the rest of \( G ^ { \rightarrow } \) must specifically remain the same, it follows that:
\[ \begin{array} { c } { { g ( ( G - P _ { 3 } ) _ { o _ { i } } ^ { \rightarrow } ) - 4 = t - 4 \leq g ( G ^ { \rightarrow } ) _ { o _ { i } ^ { * } } \leq t + 2 = g ( ( G - P _ { 3 } ) _ { o _ { i } } ^ { \rightarrow } ) + 2 \neq } } \\ { { g ( ( G - P _ { 3 } ) _ { o _ { j } } ^ { \rightarrow } ) - 8 = t - 8 \leq g ( G ^ { \rightarrow } ) _ { o _ { j } ^ { * } } \leq t + 4 = g ( ( G - P _ { 3 } ) _ { o _ { j } } ^ { \rightarrow } ) + 4 . } } \end{array} \]
Therefore, in general the result that there exist at least two different orientations and at
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11739951_17.pdf
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least two different indices of G, such that \( g ( G _ { o _ { i } } ^ { \rightarrow } ) \neq g ( G _ { o _ { j } } ^ { \rightarrow } ) \), follows.
Proposition 2.7. If a cycle \( C _ { n } , n \geq 3 \) and any specific orientation thereof say, \( C _ { n } ^ { \rightarrow } \) is ex-tended to \( C _ { n + 1 } ^ { \rightarrow } \) the residual population over all possible predator-prey strategies applicable to \( C _ { n + 1 } ^ { \rightarrow } \) is given by:
\[ r _ { s _ { k } ^ { * } } ( C _ { n + 1 } ^ { \rightarrow } ) = r _ { s _ { k } } ( C _ { n } ^ { \rightarrow } ) + ( n - 1 ) , \]
and \( s _ { k } ^ { * } \) is the minimal deviation from \( s _ { k } \) to accommodate arcing to or from \( v _ { n + 1 } \).
Proof. Consider \( C _ { n + 1 } \). We begin by considering any specific orientation of \( C _ { n } \) and denote it \( C _ { n } ^ { \rightarrow } \). Clearly the extension from \( C _ { n } ^ { \rightarrow } \) to \( C _ { n + 1 } ^ { \rightarrow } \) is made possible by squeesing \( v _ { n + 1 } \), (arcing) inbetween two vertices of \( C _ { n } ^ { \rightarrow } \), say \( v _ { s } , v _ { t } \) with 1 \( \leq s , t \leq n \).
Without loss of generality consider the arc \( ( v _ { s } , v _ { t } ) \) in \( C _ { n } ^ { \rightarrow } \). Begin by letting \( v _ { s } \) prey on \( v _ { t } \) by predatoring along the arc \( ( v _ { s } , v _ { t } ) \). After this first step of the Grog algorithm the rest of the application applies to a path \( P _ { n * } ^ { \rightarrow } \) with end vertices \( v _ { s } \) and \( \boldsymbol { v } _ { t } \) having \( \rho ( v _ { s } ) = s - 1 \) and \( \rho ( v _ { t } ) = t - 1 \). After applying \( s _ { k } \) to this path the value \( r _ { s _ { k } } ( C _ { n } ^ { \rightarrow } ) \) is obtained.
We now squeese \( v _ { n + 1 } \) inbetween \( v _ { s } , v _ { t } \) and for any one of the four possible orientation between \( v _ { s } , v _ { n + 1 } , v _ { t } \) we have that if the Grog algorithm is applied to path \( P _ { 3 } ^ { \rightarrow } \), \( V ( P _ { 3 } ) = \)\( \{ v _ { s } , v _ { n + 1 } , v _ { t } \} \) we obtain \( \rho ( v _ { s } ) = s - 1 \), \( \rho ( v _ { n + 1 } ) = n - 1 \), \( \rho ( v _ { t } ) = t - 1 \).
Furthering with the Grog algorithm we are left with exactly the path \( P _ { n * } ^ { \rightarrow } \) mentioned above. Hence the result:
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# 5. SEGMENT INFORMATION
On adoption of HKFRS 8 Operating Segments, the Group has identified its operating segments and prepared segment information based on the regular internal financial information reported to the executive directors for their decisions about resources allocation to the Group’s business components and review of these components’ performance. There are two business components/operating segments in the internal reporting to the executive directors, which are operation and management of retail stores and other related businesses and provision of financing services.
<table><tr><td rowspan="2"></td><td>Operation and
management of
retail stores and
other related
businesses</td><td>Provision of
financing
services</td><td>Consolidated</td></tr><tr><td>RMB’000</td><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Year ended 31 December 2020</td><td></td><td></td><td></td></tr><tr><td>Revenue from external customers</td><td>422052,</td><td>6005,</td><td>428057,</td></tr><tr><td>lnter-segment revenue</td><td>–</td><td>–</td><td>–</td></tr><tr><td>Reportable segment revenue</td><td>422052,</td><td>6005,</td><td>428057,</td></tr><tr><td>Segment results</td><td>(191980,)</td><td>3073,</td><td>(188907,)</td></tr><tr><td>Other unallocated corporate income</td><td></td><td></td><td>49</td></tr><tr><td>Other unallocated corporate expenses</td><td></td><td></td><td>(4669,)</td></tr><tr><td>Loss before income tax</td><td></td><td></td><td>(193527,)</td></tr></table>
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<table><tr><td rowspan="2"></td><td>Operation and
management of
retail stores and
other related
businesses</td><td>Provision of
financing
services</td><td>Consolidated</td></tr><tr><td>RMB’000</td><td>RMB’000</td><td>RMB’000</td></tr><tr><td>Year ended 31 December 2020</td><td></td><td></td><td></td></tr><tr><td>Other segment information</td><td></td><td></td><td></td></tr><tr><td>Interest income</td><td>(1171,)</td><td>(66)</td><td>(1237,)</td></tr><tr><td>Additions to non-current assets (other than financial instruments)</td><td>120860,</td><td>–</td><td>120860,</td></tr><tr><td>Amortisation of intaniblge assets</td><td>553</td><td>98</td><td>651</td></tr><tr><td>Depreciation of rihgt-of-use assets</td><td>89348,</td><td>–</td><td>89348,</td></tr><tr><td>Depreciation of proiperty, lpant and equpment</td><td>48212,</td><td>15</td><td>48227,</td></tr><tr><td>Gain on disposal of prolperty, pant and eiqupment</td><td>(16)</td><td>–</td><td>(16)</td></tr><tr><td>Written-off of property, lpant and eiqupment</td><td>36225,</td><td>–</td><td>36225,</td></tr><tr><td>Obsolete inventories written-off</td><td>143</td><td>–</td><td>143</td></tr><tr><td>Inventories loss</td><td>213</td><td>–</td><td>213</td></tr><tr><td>Impairment loss on rihgt-of-use assets</td><td>47278,</td><td>–</td><td>47278,</td></tr><tr><td>Impairment loss on property, lpant and eiqupment</td><td>42587,</td><td>–</td><td>42587,</td></tr><tr><td>Impairment loss on loan receivables</td><td>–</td><td>2076,</td><td>2076,</td></tr><tr><td>Decrease in fair value of investment properties</td><td>7500,</td><td>–</td><td>7500,</td></tr></table>
<table><tr><td rowspan="2"></td><td>Operation and
management of
retail stores and
other related
businesses</td><td>Provision of
financing
services</td><td>Consolidated</td></tr><tr><td>RMB’000</td><td>RMB’000</td><td>RMB’000</td></tr><tr><td>At 31 December 2020</td><td></td><td></td><td></td></tr><tr><td>Reportable segment assets</td><td>1103466,,</td><td>46136,</td><td>1149602,,</td></tr><tr><td>Tax recoverable</td><td></td><td></td><td>66</td></tr><tr><td>Other unallocated corporate assets</td><td></td><td></td><td>42466,</td></tr><tr><td>Total assets</td><td></td><td></td><td>1192134,,</td></tr><tr><td>Reportable segment liabilities</td><td>819121,</td><td>65</td><td>819186,</td></tr><tr><td>Provision for taxation</td><td></td><td></td><td>9651,</td></tr><tr><td>Deferred tax liabilities</td><td></td><td></td><td>21701,</td></tr><tr><td>Other unallocated corporate liabilities</td><td></td><td></td><td>2176,</td></tr><tr><td>Total liabilities</td><td></td><td></td><td>852714,</td></tr></table>
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<table><tr><td>“Controlling
Shareholder(s)”</td><td>the controlling Shareholder(s) (having the meaning ascribed to it in the GEM
Listing Rules), namely, Manning Properties, Dr. Chan and Mr. Kwong</td></tr><tr><td>“Deed of Non-
Competition”</td><td>the deed of non-competition undertaking executed by each of the Controlling
Shareholders in favour of our Company on 27 August 2018, details of which are
set out in the section headed “Relationship with our Controlling Shareholders
— Non-compete undertakings” in the Prospectus</td></tr><tr><td>“Director(s)”</td><td>the director(s) of our Company</td></tr><tr><td>“Dr. Chan”</td><td>Dr. Chan Yin Nin (陳延年博士), an executive Director and a Controlling
Shareholder holding approximately 68.2% of interests in Manning Properties</td></tr><tr><td>“ERB”</td><td>the Engineers Registration Board established under the Engineers Registration
Ordinance (Chapter 409 of the Laws of Hong Kong)</td></tr><tr><td>“GEM”</td><td>GEM operated by the Stock Exchange</td></tr><tr><td>“GEM Listing Rules”</td><td>the Rules Governing the Listing of Securities on GEM, as amended, supplemented
or otherwise modified from time to time</td></tr><tr><td>“Government”</td><td>the Government of Hong Kong</td></tr><tr><td>“Group”, “our Group”,
“we” or “us”</td><td>the Company together with its subsidiaries</td></tr><tr><td>“HK$” or “HK dollar(s)”
and “cent(s)”</td><td>Hong Kong dollar(s) and cent(s) respectively, the lawful currency of Hong Kong</td></tr><tr><td>“HKEX” or
“Stock Exchange”</td><td>The Stock Exchange of Hong Kong Limited</td></tr><tr><td>“Hong Kong”</td><td>the Hong Kong Special Administrative Region of the PRC</td></tr><tr><td>“Hong Kong Branch
Share Registrar”</td><td>the branch share registrar and transfer office in Hong Kong of the Company,
Tricor Investor Services Limited, located at Level 54, Hopewell Centre, 183
Queen’s Road East, Hong Kong</td></tr><tr><td>“Hong Kong Companies
Ordinance”</td><td>the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as
amended, supplemented or otherwise modified from time to time</td></tr><tr><td>“Internal Control Adviser”</td><td>Wellink Corporate Advisory Limited, the internal control adviser of our Company</td></tr><tr><td>“Listing”</td><td>the listing of our Shares on GEM on the Listing Date</td></tr><tr><td>“Listing Date”</td><td>17 September 2018, the date on which dealings in the Shares on GEM
commence</td></tr></table>
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<table><tr><td>“Macau”</td><td>the Macau Special Administrative Region of the PRC</td></tr><tr><td>“Manning Properties”</td><td>Manning Properties Limited (萬年地產發展有限公司), a company incorporated in
the BVI with limited liability on 9 February 2015, and a Controlling Shareholder,
which is wholly-owned by the Concerted Group, comprising Dr. Chan (holding
approximately 68.2% interests in it) and Mr. Kwong (holding approximately
31.8% interests in it)</td></tr><tr><td>“Memorandum” or
“Memorandum of
Association”</td><td>the memorandum of association of our Company as amended from time to time</td></tr><tr><td>“MOP”</td><td>Macau pataca, the lawful currency of Macau</td></tr><tr><td>“Mr. Kwong”</td><td>Mr. Kwong Po Lam (鄺保林先生), an executive Director and a Controlling
Shareholder holding approximately 31.8% of interests in Manning Properties</td></tr><tr><td>“Nomination Committee”</td><td>the nomination committee of the Board</td></tr><tr><td>“Prospectus”</td><td>the prospectus of the Company dated 31 August 2018 issued in connection
with the Listing</td></tr><tr><td>“Registered Structural
Engineer”</td><td>a person whose name is for the time being on the structural engineers’ register
kept by the Building Authority under section 3(3) of the BO</td></tr><tr><td>“Remuneration
Committee”</td><td>the remuneration committee of the Board</td></tr><tr><td>“Reorganisation”</td><td>the reorganisation of our Group in preparation for the Listing described in the
section headed “History, Reorganisation and group structure — Reorganisation”
in the Prospectus which was completed on 20 November 2017</td></tr><tr><td>“SFO”</td><td>Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as
amended, supplemented or otherwise modified from time to time</td></tr><tr><td>“Share Offer”</td><td>the issue of 288,000,000 ordinary Shares by way of share offer at a price of
HK$0.20 per Share on 17 September 2018</td></tr><tr><td>“Share Option Scheme”</td><td>the share option scheme approved and adopted by our Company pursuant to
written resolutions of our Shareholders on 27 August 2018</td></tr><tr><td>“Share(s)”</td><td>ordinary share(s) of nominal value of HK$0.01 each in the share capital of our
Company</td></tr><tr><td>“Shareholder(s)”</td><td>holder(s) of our Share(s) from time to time</td></tr><tr><td>“subsidiary(ies)”</td><td>has the meaning ascribed to it under the GEM Listing Rules</td></tr></table>
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depend on a number of factors, including the successful implementation of our future plans as stated in ‘‘Future plans and use of proceeds’’. Our gross and net profit margins also depend on factors including the selling prices of our products and sales volumes which are outside our control, and therefore we cannot assure you that we will be able to maintain the current level of profit margins in the future. Investors should be aware that we can offer no assurances that we will be able to increase or maintain our historical revenue or profit levels.
# We may not be able to successfully track the fast changing fashion trends and respond to customer demands for garment products.
During the Track Record Period, we sourced mainly woven wear products for our customers. We cannot accurately predict the supply and demand for particular garment products which may change from season to season and from year to year due to factors such as fashion trends or fluctuations in consumer preferences. If consumer demand for woven wear products decreases, our customers may reduce the size of orders placed with us or cease to place orders with us, and our operating results may be materially and adversely affected due to fluctuation in purchase order. If we are unable to predict, identify and respond promptly to such changes, we may not be able to adjust our operations to cope in a timely manner. For example, we may not be able to locate third-party manufacturers to produce other types of garment products that meet our requirements, and we may not have sufficient time to recruit suitable personnel or introduce appropriate changes to our operation model.
# We cannot guarantee the accuracy of facts, projections, other statistics and information derived from various official government publications or the Industry Expert Report, referred to in this prospectus.
Facts, projections, other statistics and information in this prospectus relating to the global and US market and the apparel supply chain management services industry has been derived from various official PRC government publications or obtained from Ipsos. We believe that these publications are appropriate sources for such information and have taken reasonable care in extracting and reproducing such information. We have no reason to believe that such information is false or misleading or that any fact has been omitted that would render such information false or misleading. However, we cannot guarantee the quality or reliability of the source materials. They have not been prepared or independently verified by us, the Sponsor, the Sole Lead Manager and the Underwriters or any of our or their respective affiliates or advisers and, therefore, we make no representation as to the accuracy of such facts, forecasts, statistics and information, which may not be consistent with other information compiled elsewhere. Due to possibly flawed or ineffective collection methods or discrepancies between published information and market practice, the facts, forecasts, statistics and information in this prospectus may be inaccurate or may not be comparable to facts, forecasts, statistics and information produced with respect to other economies. Furthermore, we cannot assure you that they are stated or compiled on the same basis or with the same degree of accuracy as may be the case elsewhere. Hence, you should not unduly rely upon the facts, forecasts, statistics and information with respect to the global and US market and the apparel supply chain management services industry contained in this prospectus.
# RISKS RELATING TO OUR INDUSTRY
Our sales may be affected by seasonality. Any seasonal fluctuations may affect the number of orders that customers place with us and may not match our expectations, which could adversely affect our financial conditions and results of operation.
Our sales are subject to seasonal fluctuations during the year and are largely determined in part by two major fashion seasons: spring/summer and autumn/winter. We generally record higher sales from December to April for the spring/summer products as our customers have higher demand for woven wear products such as shirts and blouses for their spring/summer collections. These
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fluctuations may vary considerably from time to time as a result of changes in seasonal demand. As a result of these fluctuations, comparisons of sales and revenue between different periods within the same financial year, or between the same periods in different financial years, are not necessarily meaningful and cannot be relied upon as indicators of our past or future performance. Any seasonal fluctuations reported in the future may not match our expectations and this could adversely affect our Company’s financial conditions and results of operation.
Fluctuations in consumer spending caused by changes in macroeconomic conditions may significantly affect our business operations, financial condition, results of operations and prospects.
Our customers’ purchasing decisions and quantity of orders they place with us, will be heavily influenced by the likely spending habits of their consumers. Such spending habits may be influenced by macroeconomic conditions in their country of residence. Changes and developments in global political, economic and financial conditions will in turn affect the volume of our business and performance.
If demand from end consumers is low, companies operating in the apparel supply chain management industry may experience significant reductions in orders and greater pricing pressures from customers. Other factors such as the imposition of new trade barriers, sanctions, boycotts and other measures, trade disputes, labour disputes, disruptions to the transportation industry, as well as acts of war or hostilities, could delay or prevent the delivery of apparel products to customers in the US or elsewhere, or even reduce demand for apparel products. If this were to occur, there would be an adverse effect on our business operations, financial condition, results of operations and prospects.
# Increased inspection procedures, tighter import and export controls and additional trade restrictions could increase our operating costs and cause disruption to our business.
The apparel industry is subject to various security and customs inspections and related procedures (“Inspection Procedures”) in countries of origin and destination as well as at transshipment points. Such Inspection Procedures can result in the seizure of apparel products and the levying of customs duties, fines or other penalties against exporters or importers. If Inspection Procedures or other controls are further tightened, we may incur further costs and delays and our business could be harmed.
# An increase in the minimum wage of apparel-making factory workers and pressure to improve working conditions may adversely affect our business operations and financial condition.
Pressure on the governments in countries including Bangladesh and Cambodia to increase the minimum wage of workers in apparel-making factories could increase the operating costs of our third-party manufacturers. This increase may then be passed on to our Group through an increase in subcontracting fees. If we are not able to pass on such additional costs to our customers, this may adversely affect our business operations and financial condition.
# RISKS RELATING TO CONDUCTING BUSINESS IN THE PRC
The economic, political and social conditions of the PRC, as well as its government policies, could adversely affect the financial markets in the PRC and our business and results of operations.
Our operations and financial results could be adversely affected by changes in political, economic and social conditions or the relevant policies of the PRC government, such as changes in laws and regulations (or the interpretations thereof), measures which might be introduced to control inflation, changes in the rate or method of taxation, the imposition of additional restrictions on currency conversion and the imposition of additional export restrictions. Furthermore, a significant portion of
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of our products belong to our Group. We are entitled to terminate our agreement as well as damages for delay in any phases of the design process. Mr. Luigi Fabio Piras does not work exclusively for us in the PRC and to the best knowledge of our Directors, he does not do work for other companies in the same industry in the PRC. Our agreement with Mr. Luigi Fabio Piras will expire in October 2014. While there is no renewal term in the existing agreement, we intend to negotiate a new agreement with Mr. Luigi Fabio Piras upon expiration of the existing one.
# Ms. Fang Ying
Ms. Fang Ying graduated from Central Academy of Art and Design\* (中央工藝美術學院) which is currently, Academy of Fine Arts of Tsinghua University (清華大學美術學院) and has further her studies in Ecole Superieure De La Chambre Syndicale De La Couture Parisienne (法國巴黎高級時裝公會學校).She acted as designers and creative directors for various companies since 1998 and has been thej udges for various national apparel design competitions in the PRC. She is the design director (設計總監) of the 5th Fashion and Arts Committee of China Fashion Association\* (中國服裝設計師協會第五屆時裝藝術委員會) and the vice chairman of Guangdong Province Fashion Association\* (廣東省服裝設計師協會). She is also the council member of the China Fashion Association\* (中國服裝設計師協會). During her over 15 years of experience in fashion design, she won a number of awards including 7th China Fashion Design — Golden Award (第7屆中國時裝設計 — 「金頂獎」, Chinese Top 10 Fashion Designers\* (中國十佳時裝設計師), Chinese Excellent Fashion Designers\* (中國優秀服裝設計師),China Best Fashion Designer 2002 (2002年中國最佳時裝設計師) and China Best Womenswear Fashion Designer 2003 (2003年中國最佳女裝設計師). Pursuant to our agreement with Ms. Fang Ying, our Group engaged Ms. Fang Ying over a term of two years and obtained guidance on themes, main colours and materials to be used for each upcoming collection. Consultancy fees are payable at the beginning of each collection during the term of the agreement. The pre-agreed consultancy fees are determined based on the experience, professional capability and quality of services of design consultants in the same industry. Pursuant to our arrangement, Ms. Fang Ying does work exclusively for our Group in the PRC and all the intellectual property rights of our products belong to our Group. Our agreement with Ms. Fang Ying will expire in December 2014. The existing agreement is renewable, subject to terms being agreed between Ms. Fang Ying and us. We intend to negotiate a new agreement with Ms. Fang Ying upon expiration of the existing one.
# I.S. Planning
During the process of the establishment of our Koradior elsewhere brand, I.S. Planning helped us analyse the latest fashion trends, conduct domestic and overseas market researches, plan production as well as other processes such as designing, sampling and fabric and colour planning. I.S. Planning, a Korean company established in 2006, operated by a team with extensive experience in brand building and brand promotion. Their core professional team has over 10 years of experience in the industry. I.S. Planning has helped the establishment of various ladies-wear brands in Korea. I.S. Planning has started its business in the PRC market since its establishment and has provided brand building and brand promotion services to various domestic and international brands in the PRC. Pursuant to our agreement, our Group engaged I.S. Planning for a term of one year. I.S. Planning shall cooperate with us to design and develop the products for the upcoming fall/winter collection and spring/summer collection of our upcoming brand, Koradior elsewhere. We were required to pay around 30% of the total pre-agreed fees at the entry of our agreement, with the balance of remaining fees payable in three phases in each collection, namely, completion of production planning, completion of sample creation and completion of
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product mix for the upcoming sales fairs. The pre-agreed fees are determined based on the experience, professional capability and quality of services of similar service providers in the same industry. All the intellectual property rights of our products belong to our Group. I.S. Planning does not work exclusively for us in the PRC and to the best knowledge of our Directors, it does work for other companies in the same industry in the PRC. However, it is prohibited from disclosing our confidential information to any other third party without our prior consent. Our agreement with I.S. Planning will expire in October 2014. While there is no renewal term in the existing agreement, we intend to negotiate a new agreement with I.S. Planning upon expiration of the existing one.
# Design
Our design team is also responsible for conceptualising, designing and developing apparel products. Our technical team is primarily responsible for production of samples.
We typically start our design process for our upcoming spring/summer collection and fall/winter collection a year before the relevant collection is released. Once the seasonal themes, main colours and materials to be used are determined by our research team alongside with our design consultants, our design team commences design of the collections. Our design team prepares drawings and sketches of our products and develops the specifications for the materials and accessories to match the design of the collections. We conduct several internal style evaluation meetings before making the final decision as to which styles or products are to be launched in the market for each collection. To encourage the creativeness of our designers, we have established a promotion and demotion system for them pursuant to which they are free to compete constructively. We have also established an incentive plan for our design team such that they are awarded based on various criteria such as design/sales ratio; design innovativeness, mix and match variety and team work. We have also signed confidentiality agreements with some members of the design and product development team to keep our information including but not limited to our product design drawings, paper patterns and processes confidential.
Our design team will communicate with our retail store supervisors on a selected basis through on-site meeting or telephone calls every week to discuss the sales task, feedback on best-selling products and review sales data, in order to understand the sales performance of particular products of our brands and competing brands and identify any design themes with high customer recognition. The store managers report on sales data on a daily basis and prepare sales reports on a weekly basis. Such reports will be analysed and used in our half-yearly product planning and design conference. After that, our designers develop ideas that form the basis of the creation of upcoming collections after consultations with our design consultants. Our sales and marketing team is involved in the design process to ensure that the new collection will better cater to the needs and preferences of our targeted customers.
We have cooperated with I.S. Planning to design and develop the products of our upcoming brand, Koradior elsewhere which is expected to be launched in the second half of 2014. As at the Latest Practicable Date, our design team is working closely with I.S. Planning on 2014 autumn/winter collection and we expect the new collection of Koradior elsewhere could be ready for sale in our first Koradior elsewhere retail stores in the second half of 2014.
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The Company's unconsolidated affiliates retired the following construction loans, secured by the related unconsolidated Properties, in 2016:
<table><tr><td>Date</td><td>Property</td><td>Interest
Rate at
Repayment Date</td><td>Scheduled
Maturity Date</td><td>Principal
Balance
Repaid</td></tr><tr><td>June</td><td>Fremaux Town Center Phase I (1)</td><td>2.44%</td><td>August 2016</td><td>$ 40,530</td></tr><tr><td>June</td><td>Fremaux Town Center Phase II (1)</td><td>2.44%</td><td>August 2016</td><td>30,595</td></tr><tr><td>June</td><td>Ambassador Town Center (2)</td><td>2.24%</td><td>December 2017</td><td>41,885</td></tr></table>
(1) The construction loan was retired using a portion of the net proceeds from a \$73,000 fixedrate nonrecourse mortgage loan. See 2016 Financings above for more information.
(2) The construction loan was retired using a portion of the net proceeds from a \$47,660 fixedrate nonrecourse mortgage loan. Excess proceeds were utilized to fund remaining construction costs. See 2016 Financings above for more information.
# Cost Method Investment
The Company owned a 6.2% noncontrolling interest in Jinsheng, an established mall operating and real estate development company located in Nanjing, China, which owned controlling interests in home furnishing shopping malls. In the fourth quarter of 2016, the Company received \$15,538 from Jinsheng for the redemption of its interest that had a carrying value of \$5,325 and recorded a gain on investment of \$10,136. The Company had previously recorded an otherthantemporary impairment of \$5,306 related to this investment in 2009 upon the decline of China's real estate market. The Company accounted for its noncontrolling interest in Jinsheng using the cost method because the Company did not exercise significant influence over Jinsheng and there was no readily determinable market value of Jinsheng’s shares since they are not publicly traded.
# NOTE 6. MORTGAGE AND OTHER INDEBTEDNESS, NET
# Debt of the Company
CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries, that it has a direct or indirect ownership interest in, is the borrower on all of the Company's debt.
CBL is a limited guarantor of the Senior Unsecured Notes, as described below, for losses suffered solely by reason of fraud or willful misrepresentation by the Operating Partnership or its affiliates. The Company also provides a similar limited guarantee of the Operating Partnership's obligations with respect to its unsecured credit facilities and three unsecured term loans as of December 31, 2017.
# Debt of the Operating Partnership
Mortgage and other indebtedness consisted of the following:
<table><tr><td rowspan="2"></td><td colspan="2">December 31, 2017</td><td colspan="2">December 31, 2016</td></tr><tr><td>Amount</td><td>Weihgted-
Average
Interest
Rate (1)</td><td>Amount</td><td>Weihgted-
Average
Interest
Rate (1)</td></tr><tr><td>Fixedrate debt:</td><td></td><td></td><td></td><td></td></tr><tr><td> Nonrecourse loans on operating Properties</td><td>$ 1,796,203</td><td>5.33%</td><td>$ 2,453,628</td><td>5.55%</td></tr><tr><td>Senior unsecured notes due 2023 (2)</td><td>446,976</td><td>5.25%</td><td>446,552</td><td>5.25%</td></tr><tr><td>Senior unsecured notes due 2024 (3)</td><td>299,946</td><td>4.60%</td><td>299,939</td><td>4.60%</td></tr><tr><td>Senior unsecured notes due 2026 (4)</td><td>615,848</td><td>5.95%</td><td>394,260</td><td>5.95%</td></tr><tr><td>Total fixedrate debt</td><td>3,158,973</td><td>5.37%</td><td>3,594,379</td><td>5.48%</td></tr><tr><td>Variablerate debt:</td><td></td><td></td><td></td><td></td></tr><tr><td>Nonrecourse loans on operating Properties</td><td>10,836</td><td>3.37%</td><td>19,055</td><td>3.13%</td></tr><tr><td>Recourse loans on operating Properties (5)</td><td>101,187</td><td>4.00%</td><td>24,428</td><td>3.29%</td></tr><tr><td>Construction loan (5)</td><td>—</td><td>—%</td><td>39,263</td><td>3.12%</td></tr></table>
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<table><tr><td rowspan="2"></td><td colspan="2">December 31, 2017</td><td colspan="2">December 31, 2016</td></tr><tr><td>Amount</td><td>Weihgted-
Average
Interest
Rate (1)</td><td>Amount</td><td>Weihgted-
Average
Interest
Rate (1)</td></tr><tr><td>Unsecured lines of credit</td><td>93,787</td><td>2.56%</td><td>6,024</td><td>1.82%</td></tr><tr><td>Unsecured term loans (6)</td><td>885,000</td><td>2.81%</td><td>800,000</td><td>2.04%</td></tr><tr><td>Total variablerate debt</td><td>1,090,810</td><td>2.90%</td><td>888,770</td><td>2.15%</td></tr><tr><td>Total fixedrate and variablerate debt</td><td>4,249,783</td><td>4.74%</td><td>4,483,149</td><td>4.82%</td></tr><tr><td>Unamortized deferred financing costs</td><td>(18,938)</td><td></td><td>(17,855)</td><td></td></tr><tr><td>Total mortgage and other indebtedness, net</td><td>$ 4,230,845</td><td></td><td>$ 4,465,294</td><td></td></tr></table>
(1) Weightedaverage interest rate includes the effect of debt premiums and discounts, but excludes amortization of deferred financing costs.
(2) The balance is net of an unamortized discount of \$3,024 and \$3,448, as of December 31, 2017 and 2016, respectively.
(3) The balance is net of an unamortized discount of \$54 and \$61, as of December 31, 2017 and 2016, respectively.
(4) In September 2017, the Operating Partnership issued and sold an additional \$225,000 of the series of 2026 Notes. The balance is net of an unamortized discount of\$9,152 and \$5,740 as of December 31, 2017 and 2016, respectively.
(5) The Outlet Shoppes at Laredo opened in 2017 and the construction loan balance from December 31, 2016 is included in recourse loans on operating Properties as of December 31, 2017.
(6) The Company extended and modified its three unsecured term loans in July 2017. See below for additional information.
Nonrecourse and recourse term loans include loans that are secured by Properties owned by the Company that have a net carrying value of \$2,073,448 at December 31, 2017.
# Senior Unsecured Notes
<table><tr><td>Description</td><td>Issued (1)</td><td>Amount</td><td>Interest Rate (2)</td><td>Maturity Date (3)</td></tr><tr><td>2023 Notes</td><td>November 2013</td><td>$ 450,000</td><td>5.25%</td><td>December 2023</td></tr><tr><td>2024 Notes</td><td>October 2014</td><td>300,000</td><td>4.60%</td><td>October 2024</td></tr><tr><td>2026 Notes</td><td>December 2016 / September 2017 (4)</td><td>625,000</td><td>5.95%</td><td>December 2026</td></tr></table>
(1) Issued by the Operating Partnership. CBL is a limited guarantor of the Operating Partnership's obligations under the Notes as described above.
(2) Interest is payable semiannually in arrears. The interest rate for the 2024 Notes and the 2023 Notes is subject to an increase ranging from 0.25% to 1.00% from time to time if, on or after January 1, 2016 and prior to January 1, 2020, the ratio of secured debt to total assets of the Company, as defined, is greater than 40% but less than 45%. The required ratio of secured debt to total assets for the 2026 Notes is 40% or less. As of December 31, 2017, this ratio was 23% as shown below.
(3) The Notes are redeemable at the Operating Partnership's election, in whole or in part from time to time, on not less than 30 days and not more than 60 days' notice to the holders of the Notes to be redeemed. The 2026 Notes, the 2024 Notes and the 2023 Notes may be redeemed prior to September 15, 2026; July 15, 2024; and September 1, 2023, respectively, for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date and a makewhole premium calculated in accordance with the indenture. On or after the redemption date, the Notes are redeemable for cash at a redemption price equal to the aggregate principal amount of the Notes to be redeemed plus accrued and unpaid interest. If redeemed prior to the respective dates noted above, each issuance of Notes is redeemable at the treasury rate plus 0.50%, 0.35% and 0.40% for the 2026 Notes, the 2024 Notes and the 2023 Notes, respectively.
(4) On September 1, 2017, the Operating Partnership issued and sold an additional \$225,000 of the 2026 Notes. Interest was payable with respect to the additional issuance on December 15, 2017. After deducting underwriting discounts and other offering expenses of \$1,879 and a discount of \$3,938, the net proceeds from the sale were approximately \$219,183. The Operating Partnership used the net proceeds to reduce amounts outstanding under its unsecured credit facilities and for general business purposes.
# Unsecured Lines of Credit
The Company has three unsecured credit facilities that are used for retirement of secured loans, repayment of term loans, working capital, construction and acquisition purposes, and issuances of letters of credit.
Each facility bears interest at LIBOR plus a spread of 87.5 to 155 basis points based on credit ratings for the Operating Partnership's senior unsecured longterm indebtedness. As of December 31, 2017, the Operating Partnership's interest rate based on the credit ratings of its unsecured longterm indebtedness of Baa3 from Moody's Investors Service ("Moody's"), BBB from Standard & Poor's Rating Services ("S&P") and BB+ from Fitch Ratings ("Fitch"), is LIBOR plus 120 basis points.
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9301450_131.pdf
|
en
|
<table><tr><td>（1）计提</td><td>0.00</td><td>0.00</td><td>0.00</td></tr><tr><td>3、本期减少金额</td><td>0.00</td><td>0.00</td><td>0.00</td></tr><tr><td>（1）处置</td><td>0.00</td><td>0.00</td><td>0.00</td></tr><tr><td>（2）其他转出</td><td>0.00</td><td>0.00</td><td>0.00</td></tr><tr><td>4.期末余额</td><td>0.00</td><td>0.00</td><td>0.00</td></tr><tr><td colspan="4">四、账面价值</td></tr><tr><td>1.期末账面价值</td><td>116,869,008.48</td><td>23,548,829.23</td><td>140,417,837.71</td></tr><tr><td>2.期初账面价值</td><td>125,696,958.55</td><td>20,340,480.62</td><td>146,037,439.17</td></tr></table>
# (2).未办妥产权证书的投资性房地产情况
□适用 √不适用
其他说明
□适用 √不适用
# 13、 固定资产
# 项目列示
√适用 □不适用
单位：元 币种：人民币
<table><tr><td>项目</td><td>期末余额</td><td>期初余额</td></tr><tr><td>固定资产</td><td>430,948,281.29</td><td>439,384,547.85</td></tr><tr><td>合计</td><td>430,948,281.29</td><td>439,384,547.85</td></tr></table>
# 固定资产
# (1).固定资产情况
√适用 □不适用
单位：元 币种：人民币
<table><tr><td>项目</td><td>房屋及建筑物</td><td>机器设备</td><td>运输工具</td><td>电子及其他设
备</td><td>合计</td></tr><tr><td colspan="6">一、账面原值：</td></tr><tr><td>1.期初余额</td><td>477,165,599.13</td><td>197,141,533.77</td><td>2,610,571.88</td><td>61,434,179.37</td><td>738,351,884.15</td></tr><tr><td>2.本期增加金额</td><td>13,537,996.56</td><td>15,363,112.26</td><td>0.00</td><td>2,095,117.04</td><td>30,996,225.86</td></tr><tr><td>（1）购置</td><td>0.00</td><td>15,363,112.26</td><td>0.00</td><td>2,095,117.04</td><td>17,458,229.30</td></tr><tr><td>（2）在建工程转入</td><td>0.00</td><td>0.00</td><td>0.00</td><td>0.00</td><td>0.00</td></tr><tr><td>（3）企业合并增加</td><td>0.00</td><td>0.00</td><td>0.00</td><td>0.00</td><td>0.00</td></tr><tr><td>（4）其他</td><td>13,537,996.56</td><td>0.00</td><td>0.00</td><td>0.00</td><td>13,537,996.56</td></tr><tr><td>3.本期减少金额</td><td>15,369,508.60</td><td>2,651,777.73</td><td>0.00</td><td>485,668.20</td><td>18,506,954.53</td></tr><tr><td>（1）处置或报废</td><td>1,345,214.00</td><td>2,651,777.73</td><td>0.00</td><td>316,703.03</td><td>4,313,694.76</td></tr><tr><td>（2）其他减少</td><td>14,024,294.60</td><td>0.00</td><td>0.00</td><td>168,965.17</td><td>14,193,259.77</td></tr><tr><td>4.期末余额</td><td>475,334,087.09</td><td>209,852,868.30</td><td>2,610,571.88</td><td>63,043,628.21</td><td>750,841,155.48</td></tr><tr><td colspan="6">二、累计折旧</td></tr><tr><td>1.期初余额</td><td>137,926,820.27</td><td>130,080,079.53</td><td>1,131,393.77</td><td>26,426,608.74</td><td>295,564,902.31</td></tr><tr><td>2.本期增加金额</td><td>19,612,757.63</td><td>9,212,269.60</td><td>148,728.21</td><td>4,261,200.22</td><td>33,234,955.66</td></tr><tr><td>（1）计提</td><td>13,329,082.75</td><td>9,212,269.60</td><td>148,728.21</td><td>4,261,200.22</td><td>26,951,280.78</td></tr><tr><td>（2）其他增加</td><td>6,283,674.88</td><td>0.00</td><td>0.00</td><td>0.00</td><td>6,283,674.88</td></tr><tr><td>3.本期减少金额</td><td>10,642,107.77</td><td>1,379,921.26</td><td>0.00</td><td>287,388.74</td><td>12,309,417.77</td></tr><tr><td>（1）处置或报废</td><td>664,751.86</td><td>1,379,921.26</td><td>0.00</td><td>223,467.16</td><td>2,268,140.28</td></tr><tr><td>（2）其他减少</td><td>9,977,355.91</td><td>0.00</td><td>0.00</td><td>63,921.58</td><td>10,041,277.49</td></tr><tr><td>4.期末余额</td><td>146,897,470.13</td><td>137,912,427.87</td><td>1,280,121.98</td><td>30,400,420.22</td><td>316,490,440.20</td></tr><tr><td colspan="6">三、减值准备</td></tr><tr><td>1.期初余额</td><td>0.00</td><td>3,402,433.99</td><td>0.00</td><td>0.00</td><td>3,402,433.99</td></tr><tr><td>2.本期增加金额</td><td>0.00</td><td>0.00</td><td>0.00</td><td>0.00</td><td>0.00</td></tr></table>
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9301450_132.pdf
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en
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<table><tr><td>（1）计提</td><td>0.00</td><td>0.00</td><td>0.00</td><td>0.00</td><td>0.00</td></tr><tr><td>3.本期减少金额</td><td>0.00</td><td>0.00</td><td>0.00</td><td>0.00</td><td>0.00</td></tr><tr><td>（1）处置或报废</td><td>0.00</td><td>0.00</td><td>0.00</td><td>0.00</td><td>0.00</td></tr><tr><td>4.期末余额</td><td>0.00</td><td>3,402,433.99</td><td>0.00</td><td>0.00</td><td>3,402,433.99</td></tr><tr><td colspan="6">四、账面价值</td></tr><tr><td>1.期末账面价值</td><td>328,436,616.96</td><td>68,538,006.44</td><td>1,330,449.90</td><td>32,643,207.99</td><td>430,948,281.29</td></tr><tr><td>2.期初账面价值</td><td>339,238,778.86</td><td>63,659,020.25</td><td>1,479,178.11</td><td>35,007,570.63</td><td>439,384,547.85</td></tr></table>
# (2).暂时闲置的固定资产情况
√适用 □不适用
单位：元 币种：人民币
<table><tr><td>项目</td><td>账面原值</td><td>累计折旧</td><td>减值准备</td><td>账面价值</td><td>备注</td></tr><tr><td>机器设备</td><td>4,996,814.09</td><td>410,516.69</td><td>3,402,433.99</td><td>1,183,863.41</td><td></td></tr></table>
# (3).通过融资租赁租入的固定资产情况
□适用 √不适用
# (4).通过经营租赁租出的固定资产
□适用 √不适用
# (5).未办妥产权证书的固定资产情况
□适用 √不适用
# 14、 在建工程
# 项目列示
√适用 □不适用
单位：元 币种：人民币
<table><tr><td>项目</td><td>期末余额</td><td>期初余额</td></tr><tr><td>在建工程</td><td>19,850,552.79</td><td>12,097,031.70</td></tr><tr><td>合计</td><td>19,850,552.79</td><td>12,097,031.70</td></tr></table>
# 在建工程
# (1).在建工程情况
√适用 □不适用
单位：元 币种：人民币
<table><tr><td rowspan="2">项目</td><td colspan="3">期末余额</td><td colspan="3">期初余额</td></tr><tr><td>账面余额</td><td>减值
准备</td><td>账面价值</td><td>账面余额</td><td>减值
准备</td><td>账面价值</td></tr><tr><td>红豆智慧云</td><td>0.00</td><td>0.00</td><td>0.00</td><td>626,086.98</td><td>0.00</td><td>626,086.98</td></tr><tr><td>衬衫智能生
产线技术改
造</td><td>4,147,848.85</td><td>0.00</td><td>4,147,848.85</td><td>4,141,477.17</td><td>0.00</td><td>4,141,477.17</td></tr><tr><td>西服智能生
产线技术改
造</td><td>5,133,691.38</td><td>0.00</td><td>5,133,691.38</td><td>5,133,691.38</td><td>0.00</td><td>5,133,691.38</td></tr><tr><td>智慧全渠道
SPA 体系</td><td>0.00</td><td>0.00</td><td>0.00</td><td>1,031,374.23</td><td>0.00</td><td>1,031,374.23</td></tr><tr><td>智慧物流园</td><td>6,369,012.56</td><td>0.00</td><td>6,369,012.56</td><td>1,164,401.94</td><td>0.00</td><td>1,164,401.94</td></tr></table>
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20787446_46.pdf
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en
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<table><tr><td>Aspects, General
Disclosures and KPIs</td><td>Description</td><td>Relevant Chapter or Explanation</td></tr><tr><td>層面，一般披露及
關鍵績效指標</td><td>描 述</td><td>相關章節或解釋</td></tr><tr><td colspan="3">Aspect B3: Development and Training</td></tr><tr><td colspan="3">層 面B3：發展及培訓</td></tr><tr><td>General Disclosure</td><td>Policies on improving employees’ knowledge and skills for discharging
duties at work. Description of training activities.</td><td>• Employment and Development
— Employee Development</td></tr><tr><td>一般披露</td><td>有關提升僱員履行工作職責的知識及技能的政策。描述培訓活動。</td><td>• 僱傭與發展
— 員工發展</td></tr><tr><td>KPI B3.1</td><td>The percentage of employees trained by gender and employee category
(e.g. senior management, middle management).</td><td>• KPIs Performance Table
— Social Area</td></tr><tr><td>關鍵績效指標B3.1</td><td>按 性別及僱員類 別（如高級管理層、中級管理層等）劃分的受訓僱員百
分比。</td><td>• 關鍵績效指標表現數據表
— 社會範疇</td></tr><tr><td>KPI B3.2</td><td>The average training hours completed per employee by gender and
employee category.</td><td>The Group is improving relevant policies
and expects to start statistics in the
next financial year.</td></tr><tr><td>關鍵績效指標B3.2</td><td>按性別及僱員類別劃分，每名僱員完成受訓的平均時數。</td><td>集團正在完善相關政策，預計下一財
政年度開始統計。</td></tr><tr><td colspan="3">Aspect B4: Labour Standards</td></tr><tr><td colspan="3">層 面B4：勞工準則</td></tr><tr><td>General Disclosure</td><td>Information on:
(a) the policies; and
(b) compliance with relevant laws and regulations that have a significant
impact on the issuer relating to preventing child and forced labour.</td><td>• Employment and Development
— Labour Standards
• Laws and Regulations Table</td></tr><tr><td>一般披露</td><td>有關防止童工或強制勞工的：
(a) 政策；及
(b) 遵守對發行人有重大影響的相關法律及規例的資料。</td><td>• 僱傭與發展
— 勞工標準
• 法律法規列表</td></tr><tr><td>KPI B4.1</td><td>Description of measures to review employment practices to avoid child and
forced labour.</td><td>• Employment and Development
— Labour Standards</td></tr><tr><td>關鍵績效指標B4.1</td><td>描述檢討招聘慣例的措施 以 避 免童工及強制勞工。</td><td>• 僱傭與發展
— 勞工標準</td></tr><tr><td>KPI B4.2</td><td>Description of steps taken to eliminate such practices when discovered.</td><td>• Employment and Development
— Labour Standards</td></tr><tr><td>關鍵績效指標B4.2</td><td>描述在發現違規情況時消除有關情況所採取的步驟。</td><td>• 僱傭與發展
— 勞工標準</td></tr></table>
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20787446_47.pdf
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en
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<table><tr><td>Aspects, General
Disclosures and KPIs</td><td>Description</td><td>Relevant Chapter or Explanation</td></tr><tr><td>層面，一般披露及
關鍵績效指標</td><td>描 述</td><td>相關章節或解釋</td></tr><tr><td colspan="3">Operating Practices</td></tr><tr><td colspan="3">營運慣例</td></tr><tr><td colspan="3">Aspect B5: Supply Chain Management</td></tr><tr><td colspan="3">層 面B5：供應鏈管理</td></tr><tr><td>General Disclosure</td><td>Policies on managing environmental and social risks of the supply chain.</td><td>• Product and Operation
— Supply Chain
Management
— Environmental and Social
Risk Mitigation</td></tr><tr><td>一般披露</td><td>管理供應鏈的環境及社會風險政策。</td><td>• 產品與營運
— 供應鏈管理
— 降低環境及社會風險</td></tr><tr><td>KPI B5.1</td><td>Number of suppliers by geographical region.</td><td>• KPIs Performance Table
— Social Area</td></tr><tr><td>關鍵績效指標B5.1</td><td>按地區劃分的供應商數目。</td><td>• 關鍵績效指標表現數據表
— 社會範疇</td></tr><tr><td>KPI B5.2</td><td>Description of practices relating to engaging suppliers, number of suppliers
where the practices are being implemented, how they are implemented
and monitored.</td><td>• Product and Operation
— Supply Chain
Management
— Supplier Engagement</td></tr><tr><td>關鍵績效指標B5.2</td><td>描述有關聘用供應商的慣例，向其執行有關慣例的供應商數目、以及
有關慣例的執行及監察方法。</td><td>• 產品與營運
— 供應鏈管理
— 供應商參與</td></tr><tr><td>KPI B5.3</td><td>Description of practices used to identify environmental and social risks
along the supply chain, and how they are implemented and monitored.</td><td>• Product and Operation
— Supply Chain
Management
— Environmental and Social
Risk Mitigation</td></tr><tr><td>關鍵績效指標B5.3</td><td>描述有關識別供應鏈每個環節的環境及社會風險的慣例，以及相關執
行及監察方法。</td><td>• 產品與營運
— 供應鏈管理
— 降低環境及社會風險</td></tr></table>
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11756501_34.pdf
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en
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Proof. As before, let \( [ R , \infty ) \times \ensuremath { \mathbb { T } } ^ { 3 } = \{ ( r , \theta ) | r \geq R , \theta = ( \theta _ { 1 } , \theta _ { 2 } , \theta _ { 3 } ) \in \ensuremath { \mathbb { R } } ^ { 3 } / \Lambda \} \). Let \( \Lambda ^ { * } \) be the dual lattice. Choose \( \lambda \in \Lambda ^ { * } - \{ 0 \} \) with minimal length. Choose \( ( a _ { 1 } , a _ { 2 } , a _ { 3 } ) \in \mathbb { S } ^ { 2 } \) such that
\[ ( a _ { 1 } I ^ { * } + a _ { 2 } J ^ { * } + a _ { 3 } K ^ { * } ) \mathrm { d } r = - \frac { \lambda _ { 1 } \mathrm { d } \theta _ { 1 } + \lambda _ { 2 } \mathrm { d } \theta _ { 2 } + \lambda _ { 3 } \mathrm { d } \theta _ { 3 } } { | \lambda | } . \]
Use \( a _ { 1 } I \! + \! a _ { 2 } J \! + \! a _ { 3 } K \) as the complex structure. Then the function \( e ^ { 2 \pi | \lambda | r } e ^ { 2 \pi i < \lambda , \theta > } \) is holomorphic. The growth rate of this function is exactly \( O ( e ^ { 2 \pi | \lambda | r } ) \).
Now we pull back this function from \( [ R , \infty ) \times \mathbb { T } ^ { 3 } \) to M, cut it off and fill in with 0 inside K, we obtain a function f satisfying
\[ \bar { \partial } _ { g } f = \phi = { \cal O } ( e ^ { ( 2 \pi | \lambda | - \mu ) r } ) , \]
where \( \mu \) is the constant in Theorem 4.17. So \( \phi \in \underline { { L } } _ { - 2 \delta } ^ { 2 } \) for any non-critical positive number \( \delta \in ( 2 \pi | \lambda | - \mu , 2 \pi | \lambda | ) \). By Theorem 4.20, there exists \( \psi \in \underline { { H ^ { 2 } } } _ { 2 \delta } \) satisfying
\[ \phi = \Delta \psi = - ( { \bar { \partial } } ^ { * } { \bar { \partial } } + { \bar { \partial } } { \bar { \partial } } ^ { * } ) \psi \]
in the distribution sense. Elliptic regularity implies that \( \psi \) is a smooth (0, 1)-form. As before, \( \bar { \partial } \psi = \xi \omega ^ { + } \) is a harmonic (0,2)-form. So \( \xi \) is a harmonic function of order \( O ( e ^ { \delta r } ) \).
Now we use a cut-off function and the diffeomorphism to average g and the pull back of h. We get a smooth metric \( g ^ { \prime } \) on M which is identically the pull back of h outside a very big ball. Now let \( \nu \) be the inferior of positive \( \nu ^ { \prime } \) such that \( \xi \) is bounded by \( O ( e ^ { \nu ^ { \prime } r } ) \). If \( \nu > \) 0, then \( \Delta _ { g ^ { \prime } } \xi \, \in \, \underline { { L } } _ { - 2 \delta } ^ { 2 } \) 0 for any positive \( \nu > \delta ^ { \prime } > \nu - \mu \). It follows that there exists a function in \( \underline { { L } } _ { - 2 \delta ^ { \prime } } ^ { 2 } \) whose Laplacian \( \Delta _ { g ^ { \prime } } \) is \( \Delta _ { g ^ { \prime } } \xi \). The difference of those two functions is a \( g ^ { \prime } . \)-harmonic function. By Lemma 4.21, it must have at most linear growth rate since the growth rate is below the first nonlinear harmonic function. It follows that \( \xi \) must lie in \( O ( e ^ { \delta ^ { \prime } r } ) \), a contradiction. So \( \nu \) = 0. Therefore, \( \xi \) is bounded by any exponential growth function.
So \( \Delta _ { g ^ { \prime } } \xi \) decay exponentially. In particular, it’s in \( L _ { 1 - \epsilon } ^ { 2 } \). By Theorem 4.12, we can find out a function in \( H _ { - 3 - \epsilon } ^ { 2 } \) whose \( \Delta _ { g ^ { \prime } } \) is \( \Delta _ { g ^ { \prime } } \xi \). Therefore, we know that \( \xi \) is actually in \( O ( r ^ { 1 + \epsilon } ) \). Of course, \( \bar { \partial } \psi = \xi \omega ^ { + } \) has the same estimate.
By Lemma 4.4, the harmonic (0,1)-form \( \bar { \partial } ^ { \ast } \bar { \partial } \psi = \bar { \partial } ( f + \bar { \partial } ^ { \ast } \psi ) \) is in \( O ( r ^ { \epsilon } ) \)) and its covariant derivative is in \( O ( r ^ { - 1 + \epsilon } ) \). The Weitzenb¨ock formula implies that \( \nabla ^ { * } \nabla ( \bar { \partial } ^ { * } \bar { \partial } \psi ) = 0 \). Therefore
\[ \int _ { M } | \nabla ( \bar { \partial } ^ { * } \bar { \partial } \psi ) | ^ { 2 } \chi \leq \int _ { M } | \bar { \partial } ^ { * } \bar { \partial } \psi | | \nabla ( \bar { \partial } ^ { * } \bar { \partial } \psi ) | | \nabla \chi | \]
for any smooth compactly supported \( \chi \). Let \( \chi = \chi ( r \! - \! R ) \), the right hand side converges to 0. Therefore \( \partial ^ { * } \bar { \partial } \psi \) is a covariant constant (0,1)-form. If this form is non-zero, it would be invariant under the holonomy of any loop. However, elements in \( \mathrm { S U } \)\( 2 \)) have no fixed point except the identity matrix. So \( ( M , g ) \) must have trivial holonomy. Therefore, it’s \( \mathbb { R } ^ { 4 - k } \times \mathbb { T } ^ { k } \) with flat metric. It’s a
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contradiction with our non-splitting assumption. So actually \( \bar { \partial } ^ { \ast } \bar { \partial } \psi \) is identically 0. \( f + \bar { \partial } ^ { * } \psi \) is a global holomorphic function on M.
# 4.7 Compactification of ALG and ALH-non-splitting in-stantons
In Theorem 4.14 and 4.22, we proved the existence of global holomorphic func-tion u in ALG and ALH-non-splitting cases such that any far enough fiber is biholomorphic to a complex torus. Notice that du is never zero on far enough fiber. Define a holomorphic vector field X by \( \omega ^ { + } ( Y , X ) = \mathrm { d } u ( Y ) \). Then since \( X ( u ) \, = \, \mathrm { d } u ( X ) \, = \, \omega ^ { + } ( X , X ) \, = \, 0 . \)\( _ { \rightmoon } , \) is well defined when it’s restricted to each far enough fiber. On each fixed far enough fiber, there exists a unique holomorphic form \( \phi \) such that \( \phi ( X ) \) = 1. Locally
\[ \omega ^ { + } = f ( u , v ) \mathrm { d } u \wedge \mathrm { d } v , X = f ^ { - 1 } ( u , v ) \frac \partial { \partial v } , \phi = f ( u , v ) \mathrm { d } v . \]
Notice that each far enough fiber is topologically a torus. So actually, we can integrate the from \( \phi \) to get a holomorphic function \( v \in \mathbb { C } / \mathbb { Z } \tau _ { 1 } ( u ) \oplus \mathbb { Z } \tau _ { 2 } ( u ) \) up to a constant. We can fix this constant locally by choosing a holomorphic section of u as the base point. Therefore M is biholomorphic to \( U \times \mathbb { C } / ( u , v ) \sim \)\( ( u , v + m \tau _ { 1 } ( u ) + n \tau _ { 2 } ( u ) ) \), where \( \tau _ { 1 } ( u ) \) and \( \tau _ { 2 } ( u ) \) are locally defined holomorphic functions. Actually, they are the integral of \( \phi \) in the basis of \( H _ { 1 } \) of each fiber. This gives a holomorphic torus fiberation locally.
Recall that there is a diffeomorphism from M minus a large compact set to the standard fiberation. Denote the inverse image of the zero section by s. s is again a section outside large compact set because du differ with the standard one by a decaying error. Write \( \bar { \partial } s \) as \( e ( u ) \mathrm { d } \bar { u } \otimes X \), then e is a function defined on the inverse of the punctured disc with polynomial growth rate. So there is an at most polynomial growth function E on the inverse of punctured disc such that \( \bar { \partial } E ( u ) = e ( u ) \mathrm { d } \bar { u } \). Now we apply the flow −E(u)X to the section s to get a holomorphic section \( s _ { 0 } \) on the neighborhood of infinity. View \( s _ { 0 } \) as the zero section, we know that M minus a large compact set is biholomorphic to \( ( \mathbb { C } - B _ { R } ) \times \mathbb { C } / ( u , v ) \sim ( u , v + m \tau _ { 1 } ( u ) + n \tau _ { 2 } ( u ) \)) globally, where \( \tau _ { 1 } ( u ) \) and \( \tau _ { 2 } ( u ) \) are multi-valued holomorphic functions.
As proved in Kodaira’s paper [1], there exists an (unique) elliptic fiberation B over \( B _ { R ^ { - 1 } } \) with a section such that B minus the central fiber D is biholo-morphic to \( ( B _ { R ^ { - 1 } } - \{ 0 \} ) \times \mathbb { C } / ( \tilde { u } , v ) \sim ( \tilde { u } , v + m \tau _ { 1 } ( \tilde { u } ^ { - 1 } ) + n \tau _ { 2 } ( \tilde { u } ^ { - 1 } ) ) \)). We can naturally identity points and get a compactification \( \bar { M } \) of M. So \( \bar { M } \) is a compact complex surface with a meromorphic function \( u = \tilde { u } ^ { - 1 } \). Now since the subvari-ety of critical points \( \{ \mathrm { d } u = 0 \} \) is a finite union of irreducible curves (On those irreducible curves, u is of course constant) and points, we know that except finite critical values in \( \mathbb { C P } ^ { 1 } \), any fiber of u has no intersection with \( \{ \mathrm { d } u = 0 \} \). Therefore, a generic fiber has genus 1 and must be an elliptic curve. In other words, \( \bar { M } \) is a compact elliptic surface. In conclusion, we’ve proved the second main theorem.
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# V. CONCLUSIONS
In this paper we studied a modified gravity theoretical framework which extends the vacuum f(R) gravity theory, and it consists of higher order scalar field kinetic terms that are added to the standard f(R) gravity Lagrangian density. Due to the form of the extra terms in the action, we called this theory k-essence f(R) gravity theory, and our main aim was to investigate the inflationary aspects of this theory, in the slow-roll approximation. Actually, the class of k-essence f(R) gravity theory which we studied in this paper gets very much simplified if the slow-roll condition is imposed on the scalar field, and we investigated the dynamics of inflation in the resulting theory. By using standard formulas for the slow-roll indices coming from generalized \( f ( R , \phi , X ) \) theories studied some time ago, we derived the slow-roll indices for a general f(R) gravity, and then we applied the formalism for an f(R) gravity of the form \( R \! + \! \alpha R ^ { n } \). This theory without the k-essence part is not compatible with the latest Planck observational data, so we questioned the viability of the theory in view of the presence of the k-essence terms. As we demonstrated, there is a range of values of the free parameters for which the phenomenological viability of the theory can be achieved, for both the phantom and ghost-free models which we used. Since the result might be model dependent, we used another approach in order to see whether the k-essence f(R) gravity can produce viable phenomenology. To this end, we fixed the Hubble rate as a function of the e-foldings number, and we modified standard f(R) gravity reconstruction techniques to accommodate the presence of the k-essence terms, always in the slow-roll approximation. Using the resulting reconstruction techniques we derived the k-essence f(R) gravity which can realize the given Hubble rate, and then we provided general formulas for the slow-roll indices as functions of the e-foldings number, always in the slow-roll approximation. Accordingly, we calculated the slow-roll indices and the corresponding observational indices and we demonstrated that the resulting theory can be compatible with the Planck data, however the result is strongly model dependent. Thus we validated that the k-essence f(R) gravity theory can produce phenomenologically viable cosmologies in the slow-roll approximation. The latter is a vital ingredient of the formalism we employed, so the basic question is, does this theory have inflationary attractors in the absence of the slow-roll condition? The vacuum f(R) gravity theory has stable and unstable de Sitter attractors without the slow-roll condition implied, as was explicitly demonstrated in [31], by using the dynamical system approach, so the question is does a general non-slow-roll k-essence f(R) gravity possesses inflationary attractors? This question is non-trivial and no one can guarantee this, before a consistent autonomous dynamical system is derived for the theory in question. For example, in the case of Gauss-Bonnet gravity there exist inflationary attractors even if the slow-roll condition does not hold true, although these are unstable, as was proved in Ref. [32], and the same applies for vacuum f(R) gravity theories in the presence of a non-flat metric [33]. Moreover, the existence of unstable de Sitter attractors is a feature of f(R)-\( \phi \) theories [34].However the latter type of theory contains potential terms, which are absent in the k-essence f(R) gravity, so the next major task is to question the existence of inflationary attractors in the non-slow-roll k-essence f(R) gravity theory. To this end one should appropriately construct a consistent autonomous dynamical system, study its fixed points, and test their stability, analytically if these are hyperbolic fixed points, or at least numerically if the fixed points are non-hyperbolic. The interpretation of the existence of unstable inflationary attractors is a major issue in these theories, which in some sense can be viewed as an inherent mechanism for the graceful exit from inflation, but this is a highly non-trivial issue to discuss here, and of course out of the context of this work. Work is in progress along the above research lines.
Finally, it is noteworthy mentioning that even in this k-essence framework, it is unavoidable having the initial Big Bang singularity, when inflationary scenarios are considered. However, it is interesting to note that, if the underlying theory can go beyond the k-essence f(R) gravity type inflation, namely a torsional based f(T ) modified gravity[59, 60], or a Horndeski scalar [61] one may not only realize inflationary cosmology, but also a non-singular bouncing phase that can be applied to avoid the big bang singularity. In fact, it would be interesting to extend the formalism we developed in this paper to find an appropriate k-essence f(R) gravity type theory that may realize a bouncing cosmology. In the context of other extensions of f(R) gravity this is also possible [62], so the question remains if there are k-essence modified gravities that may realize cosmological bounces. We hope to address this issue in a future work.
# Acknowledgments
This work is supported by MINECO (Spain), FIS2016-76363-P, and by project 2017 SGR247 (AGAUR, Catalonia) (S.D.O). This work is also supported by MEXT KAKENHI Grant-in-Aid for Scientific Research on Innovative Areas “Cosmic Acceleration” No. 15H05890 (S.N.) and the JSPS Grant-in-Aid for Scientific Research (C) No. 18K03615
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# V. TIME REVERSIBILITY AWAY FROM EQUILIBRIUM – 0532 MODEL
At equilibrium the forward and backward trajectories for canonical oscillators, using any of the four ergodic sets of motion equations, are qualitatively much the same. No holes in the cross sections, good values for the even velocity moments, longtime averaged Lyapunov exponent the same for any initial condition. In short – deterministic, time-reversible, ergodic.
Away from equilibrium, thermodynamic dissipation can be investigated, still time-reversibly, by adding a localized temperature gradient \( ( d T / d q ) \, = \, [ \, \, \epsilon / \cosh ^ { 2 } ( q ) \, \, ] \) ] enabling heat transfer through a nonzero average current \( ( p ^ { 3 } / 2 ) : \)
\[ 1 - \epsilon < T < 1 + \epsilon = T ( q ) = 1 + \epsilon \operatorname { t a n h } ( q ) \longrightarrow \langle \; ( p ^ { 3 } / 2 ) \; \rangle < 0 \longrightarrow ( { \dot { S } } / k ) < 0 \ . \]
Here \( \epsilon \) is the maximum value of the temperature gradient, \( T ^ { \prime } ( 0 ) \) . The negative entropy change, causing the phase volume to shrink onto a strange attractor is due to the net heat loss from the oscillator to the coordinate-dependent 0532 thermostat temperature T(q) . From the standpoint of steady-state irreversible thermodynamics the overall heat loss is offset by an internal “entropy production” so that the net change of oscillator “entropy” vanishes. We remind the reader that Gibbs’ entropy is minus infinity for fractal attractors so that the irreversible-thermodynamics concept of nonequilibrium entropy is problematic. The artificial entropy change could be also be viewed as the result of ongoing coarse-graining ( which would artificilly increase Gibbs’ entropy ) at the level of the computational roundoff error ( in the sixteenth or seventeenth digit ).
The temperature gradient destroys the “global [ overall ] reversibility” of the motion equations. Although in principle reversible the chaotic instability of the dynamics, evidenced by a positive Lyapunov exponent, makes this “irreversibility” possible. This irreversibility is evidenced by a Lyapunov spectrum with a negative sum so that the longtime averaged distribution is a fractal strange attractor with a reduced information dimension rather than a smooth three-dimensional Gibbsian distribution.
Among the thermostats we have considered only the Nose´-Hoover equations show that a fractal attractor is not inevitable. In the Nose´-Hoover case a majority of initial conditions give rise to phase-space tori, orbits with no longtime tendency toward dissipation. All of the ergodic thermostats invariably produce small-gradient dissipation rather than tori so that their orbits exhibit what we call “global irreversibility”.
The equilibrium ( \( \epsilon \) = 0 and unit temperature \( \overrightharpoon { T } \)= 1 ) Lyapunov spectrum for the 0532 model, \( \{ \ \lambda \ \} = \{ \ + 0 . 1 4 4 , 0 , - 0 . 1 4 4 \ \} \) sums to zero corresponding to the three-dimensional
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Gaussian distribution, \( f \propto e ^ { - q ^ { 2 } / 2 } e ^ { - p ^ { 2 } / 2 } e ^ { - \zeta ^ { 2 } / 2 } \). The time-averaged growth rates of infinites-imal one-, two-, and three-dimensional phase space volumes are given by
\[ \left\{ \begin{array} { l } { { \lambda _ { 1 } , } } \end{array} \lambda _ { 1 } + \lambda _ { 2 } , \ \lambda _ { 1 } + \lambda _ { 2 } + \lambda _ { 3 } } \end{array} \right\} \, . \]
In the nonequilibrium case with \( \epsilon \) = 0.50 the time-averaged spectrum becomes asymmet-ric, \( \{ ~ + 0 . 1 1 3 5 , 0 , - 0 . 1 4 5 4 ~ \} \) , corresponding to the time-averaged growth of a length or an area in phase space \( \simeq e ^ { + 0 . 1 1 3 5 t } \) but to shrinkage of an infinitesimal three-dimensional phase volume \( \otimes : \):
\[ ( \dot { \otimes } / \otimes ) = 0 . 1 1 3 5 - 0 . 1 4 5 4 = - 0 . 0 3 1 9 \longrightarrow D _ { K Y } = 2 + ( 0 . 1 1 3 5 / 0 . 1 4 5 4 ) = 2 . 7 8 \; . \]
Kaplan and Yorke’s linear interpolation predicts a strange-attractor dimension of 2.78. Cross sections of the equilibrium and nonequilibrium 0532 dynamics are shown in Figure 2 . Just as at equilibrium the nonequilibrium strange-attractor’s motion equations are time-reversible. Any forward-in-time sequence \( \{ \ + q , + p , + \zeta \ \} \) corresponds to a twin sequence \( \{ \ + q , - p , - \zeta \ \} \) with the order of the \( ( q , p , \zeta ) \) points reversed. Locally this reversed se-quence satisfies the same equations of motion with errors of order (\( d t ^ { 5 } / 1 2 0 ) \) for fourth-order Runge-Kutta integration. But any attempt to generate such a reversed sequence numer-ically fails because the Lyapunov spectrum of the reversed sequence would correspond to \( \{ ~ + 0 . 1 4 5 4 , 0 , - 0 . 1 1 3 5 ~ \} \) . The positive exponent sum indicates an unstable repellor with a diverging phase volume,\( ( \dot { \otimes } / \otimes ) = + \) 0.0319 . Any attempt to follow the repellor numerically will instead seek out the nearby attractor ( both are still ergodic, at least if \( \epsilon \) is small ) which, though unstable for a line or an area, is less so than the repellor. The repellor properties can ( only ) be observed by the expedient of storing and reversing a trajectory. The cross section associated with a stored ten-billion-point attractor trajectory is illustrated in Figure 3 . Note the lack of \( \pm p \) symmetry in the coloring of the local Lyapunov exponent, \( \lambda _ { 1 } ( t ) \) .
This instructive problem illustrates two general principles :\( : \ [ \ 1 \ ] \) the phase volume of the steady-state attractor is zero and singular everywhere despite the time-reversibility of the motion equations ; [ 2 ] any typical three-dimensional phase volume first expands and leaves the vicinity of the ( ergodic ) fractal repellor and then shrinks in order to join its mirror-image ( and likewise ergodic ) fractal attractor exponentially fast. Both these features correspond to the paucity of nonequilibrium states and to the irreversibility described by the Second Law of Thermodynamics.
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<table><tr><td>Name of company</td><td> Financial period</td><td> Statutory auditors</td></tr><tr><td>Hubei Xinrui Automobile Sales
Services Co., Ltd.*
(湖北欣瑞汽車銷售服務有限公司)</td><td>Years ended 31 December 2007,
2008 and 2009</td><td>Hubei Weiye CPA Limited*,
reigstered in the PRC
(湖北偉業會計師事務所)</td></tr><tr><td rowspan="2">Wuhan Baoze Automobile Sales
Services Co., Ltd.*
(武漢寶澤汽車銷售服務有限公司)</td><td>Year ended 31 December 2007</td><td> Hubei Weiye CPA Limited*,
reigstered in the PRC
(湖北偉業會計師事務所)</td></tr><tr><td>Years ended 31 December 2008
and 2009</td><td>Wuhan Wanli Accountant
Services Co., Ltd.*, reigstered
in the PRC
(武漢市萬里會計事務有限公司)</td></tr><tr><td>Shiyan Shenxie Automobile Trading
Co., Ltd.*
(十堰紳協汽車貿易有限公司)</td><td>Years ended 31 December 2007,
2008 and 2009</td><td>Hubei Weiye CPA Limited*,
reigstered in the PRC
(湖北偉業會計師事務所)</td></tr><tr><td>Shanhiga Luda Automobile Sales
Services Co., Ltd.*
(上海陸達汽車銷售服務有限公司)</td><td>Years ended 31 December 2007,
2008 and 2009</td><td>Hubei Weiye CPA Limited*,
reigstered in the PRC
(湖北偉業會計師事務所)</td></tr><tr><td>Changsha Ruibao Automobile Sales
Services Co., Ltd.*
(長沙瑞寶汽車銷售服務有限公司)</td><td>Years ended 31 December 2007,
2008 and 2009</td><td>Hubei Weiye CPA Limited*,
reigstered in the PRC
(湖北偉業會計師事務所)</td></tr><tr><td>Hubei Jierui Automobile Sales
Services Co., Ltd.*
(湖北捷瑞汽車銷售服務有限公司)</td><td>Years ended 31 December 2007,
2008 and 2009</td><td>Hubei Weiye CPA Limited*,
reigstered in the PRC
(湖北偉業會計師事務所)</td></tr><tr><td rowspan="2">Huhhot Qibao Automobile Sales
Services Co., Ltd.*
(呼和浩特市祺寶汽車銷售服務有限
公司)</td><td>Years ended 31 December 2007
and 2009</td><td>Hubei Weiye CPA Limited*,
reigstered in the PRC
(湖北偉業會計師事務所)</td></tr><tr><td>Year ended 31 December 2008</td><td> Wuhan Wanli Accountant
Services Co., Ltd.* reigstered
in the PRC
(武漢市萬里會計事務有限公司)</td></tr></table>
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<table><tr><td>Name of company</td><td> Financial period</td><td> Statutory auditors</td></tr><tr><td rowspan="2">Yichang Baoze Automobile Sales
Services Co., Ltd.*
(宜昌寶澤汽車銷售服務有限公司)</td><td>Years ended 31 December 2007
and 2009</td><td>Hubei Weiye CPA Limited*,
reigstered in the PRC
(湖北偉業會計師事務所)</td></tr><tr><td>Year ended 31 December 2008</td><td> Wuhan Wanli Accountant
Services Co., Ltd.*, reigstered
in the PRC
(武漢市萬里會計事務有限公司)</td></tr><tr><td rowspan="2">Chenzhou Ruibao Automobile Sales
Services Co., Ltd.*
(郴州瑞寶汽車銷售服務有限公司)</td><td>Years ended 31 December 2007
and 2009</td><td>Hubei Weiye CPA Limited*,
reigstered in the PRC
(湖北偉業會計師事務所)</td></tr><tr><td>Year ended 31 December 2008</td><td> Wuhan Wanli Accountant
Services Co., Ltd.*, reigstered
in the PRC
(武漢市萬里會計事務有限公司)</td></tr><tr><td>Shanhiga Shenxie Shentong
Automobile Sales Services
Co., Ltd.*
(上海紳協紳通汽車銷售服務有限公
司)</td><td>Period from 31 January 2007
(date of incorporation) to 31
December 2007 and years ended
31 December 2008 and 2009</td><td>Hubei Weiye CPA Limited*,
reigstered in the PRC
(湖北偉業會計師事務所)</td></tr><tr><td>Nanchang Baoze Automobile Sales
Services Co., Ltd.*
(南昌寶澤汽車銷售服務有限公司)</td><td>Period from 2 June 2008 (date
of incorporation) to 31
December 2008 and year ended
31 December 2009</td><td>Hubei Weiye CPA Limited*,
reigstered in the PRC
(湖北偉業會計師事務所)</td></tr><tr><td>Zhuhai Baoze Automobile Sales
Services Co., Ltd.*
(珠海寶澤汽車銷售服務有限公司)</td><td>Period from 27 June 2008 (date
of incorporation) to 31
December 2008 and year ended
31 December 2009</td><td>Hubei Weiye CPA Limited*,
reigstered in the PRC
(湖北偉業會計師事務所)</td></tr><tr><td>ShanhiiAga Aohu utomobile Sales
Services Co., Ltd.*
(上海奧滙汽車銷售服務有限公司)</td><td>Period from 4 December 2008
(date of incorporation) to 31
December 2008 and year ended
31 December 2009</td><td>Hubei Weiye CPA Limited*,
reigstered in the PRC
(湖北偉業會計師事務所)</td></tr><tr><td>Guangzhou Baoze Automobile Sales
Co., Ltd.*
(廣州寶澤汽車銷售有限公司)</td><td>Period from 20 April 2009 (date
of incorporation) to 31
December 2009</td><td>Hubei Weiye CPA Limited*,
reigstered in the PRC
(湖北偉業會計師事務所)</td></tr></table>
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9231871_95.pdf
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# Research, design, development and marketing
Our department of research, design and development is responsible for increasing our production efficiency and effectiveness in order to improve the quality of our existing products and thereby increasing our profit margin. Further, it is responsible to advise our customers to revise the design or change the casting metal for their new parts and components in order to improve their performance or reduce the production costs. To achieve this, we conduct various tests on our sample products and new mixtures of casting metals in order to improve our product durability, flexibility and compatibility and also to reduce our production time and costs. As at the Latest Practicable Date, we have one centre for research, design and development, the Danshui Foundry.
We plan toj oin the ACHEMA exhibition in 2015 and expand our sales force in Europe. For details, please refer to the section headed “Future Plans and Use of Proceeds” in this prospectus.
# OUR PRODUCTS
Our products can be categorised into four main categories: (a) pump components;(b) filter components; (c) valve components; and (d) food machinery components. Our products can also be classified as ferrous and non-ferrous products based on whether ferrous or non-ferrous metals are used. Ferrous and non-ferrous metals have different
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9231871_96.pdf
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properties and thus are used in applications where their respective properties can be utilised. The following table sets forth the breakdown of our Group’s revenue by types of products during the Track Record Period:
<table><tr><td rowspan="3"></td><td rowspan="3">Product type</td><td colspan="4">Year ended 31 December</td></tr><tr><td colspan="2">2013</td><td colspan="2">2014</td></tr><tr><td>HK$’000</td><td>%</td><td>H K$’000</td><td>%</td></tr><tr><td></td><td>Pump components</td><td>25,802</td><td>48.6</td><td>27,127</td><td>44.3</td></tr><tr><td></td><td>Filter components</td><td>13,135</td><td>24.7</td><td>14,249</td><td>23.3</td></tr><tr><td></td><td>Valve components</td><td>6,780</td><td>12.8</td><td>11,474</td><td>18.8</td></tr><tr><td></td><td>Food machinery
components</td><td>5,244</td><td>9.9</td><td>6,321</td><td>10.3</td></tr><tr><td rowspan="2"></td><td>Others (Note 1)</td><td>2,153</td><td>4.0</td><td>2,023</td><td>3.3</td></tr><tr><td>Total:</td><td>53,114</td><td>100.0</td><td>61,194</td><td>100.0</td></tr></table>
Note:
1. It includes mining equipment components, lighting equipment components and sports equipment components.
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9285198_152.pdf
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We assign editors to cover our branded products largely by content genre. They review newly published literary works of a predetermined maturity and analyze the content quality subjectively based on their own experience and expertise, while referencing user data related to such works, such as number of times the works was archived, reader volume and the number of likes received from readers. Once our editors determine that a new writer has potential, they will work with the writer to improve the quality and relevance of his work for our readers. Depending on a writer ’s potential, he may have either generalist editorial coverage or a dedicated team of editors assigned to him. As part of the editorial process, our editors will continue to provide their own feedback and suggestions as well as collect readers’ feedback over time to provide writers with suggestions on the storyline, language and plot points of their works. To many writers, this is a unique resource enabling them to enhance the literary and commercial value of their works.
Finally, in addition to their roles in fostering organic content creation on our platform, they also curate the content published to readers on our platform and lead our third-party content sourcing efforts to ensure that we have the appropriate breadth of content on our platform.
# Third-Party Content Providers
To complement the original literary works created by our writers, we source high quality content from other online literary platforms. We also source physical book works for e-book conversion and publication on our platform from several leading offline publishers. We select works suitable for conversion based on commercial value for our platform. Our offering of e-books is especially conducive to attracting readers in older age groups who have stronger interest in traditional literature. To obtain the exclusive e-book publishing rights, including the right to debut the e-book version, we may agree to devote more promotional resources and offer higher royalties to the copyright owners.
As of June 30, 2017, we had sourced and published approximately 273 thousand and 137 thousand third-party sourced works and e-book works on our platform.
# Content Screening and Monitoring
We place strong emphasis on content screening and monitoring to ensure that our literary works do not contain any obscene or pornographic content or any information that mayj eopardize the quality of our literary works and that the publication and distribution of our literary content fully comply with the applicable laws and regulations. We require our writers to represent that their content is not plagiarized from others before posting it on our platform and we require writers with whom we sign licensing contracts to indemnify us against any violations by the writers of their contractual obligations. Our online content screening and monitoring procedures include both a proprietary, automated screening system as well as a set of manual review procedures conducted by a dedicated team of reviewers, many of whom are also editors on our platform who are familiar with the content. We regularly communicate with the relevant governmental agencies in China to obtain clear guidance on the relevant laws and regulations to ensure compliance. Our content monitoring staff is provided systematic training in the latest compliance know-how, and we closely supervise the screening and monitoring work performed by our staff. In the event of any allegation raised against us in relation to distribution of any pornographic or obscene content, we will immediately launch an internal investigation to verify if the alleged content indeed contains any pornographic or obscene content.
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9285198_153.pdf
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After the allegation is verified, if the alleged content is from any literary works created by our writers, we will suspend the publication of the involved literary works and ask the writers to amend the content to remove the pornographic or obscene content. We will re-publish the amended literary works only after the pornographic or obscene content is completely removed and the amended literary content has successfully undergone our content screening and monitoring procedures. In severe cases, we will completely remove the entire literary works and will no longer publish them. If the alleged content is made by our readers, we will immediately block or remove the related pornographic or obscene content and, if necessary, prohibit the involved readers from publishing any content in the future.
Automated Content Screening Process. All user-generated literary content and comments are first screened by our automated filtering system, which identifies and flags suspicious content for further action based on a regularly updated repository of keywords, according to the latest laws and regulations in China. For the earlier chapters of new literary works, the content that passes the automated content screening process is reviewed by our content monitoring team before it can be published on our platform. The later chapters of such legitimate literary works are then only subject to the first stage automated content screening process prior to publication on our platform. However, such later chapters are still subject to our manual review process, and will be immediately removed if found to be illegal or pirated at a later stage. All flagged content identified by our first stage automated content screening process is reviewed and confirmed by content monitoring staff before it can be published on our platform. Content that has been rejected or removed by our content screening and monitoring procedures are sent back to the writers, which can be re-submitted after revisions are made to our satisfaction.
Manual Content Monitoring Process. Content that passes the automated screening process is still subject to manual review by our content monitoring team. As of June 30, 2017, our dedicated content monitoring team had over 100 full-time staff members. Our manual screening procedure is multi-layered, with each piece of content subject to review and cross-review by different monitoring staff. We occasionally engage third-party consultants with specialized understanding of the Chinese content regulatory environment to review certain content, if necessary.
If we discover a user who has violated the user agreement, applicable laws and regulations or infringed any third-party rights, including copyrights, we may terminate such user ’s account and block such user ’s future uploads of content to our platform without prior notice. In addition, we promptly remove the relevant content when we are notified or made aware by copyright owners or learn from other sources of copyright infringements by users, such as lists of infringing content that the regulatory authorities publish from time to time. We encourage our users to help us with our content screening and monitoring efforts by offering generous rewards for tips related to potentially illegal, disruptive or pirated content on our platform.
Self-evaluation as required by the Trial Method. We are required to comply with the Trial Method on Evaluation of Social Benefits of Online Literature Publication Service Units (網絡文學出版服務單位社會效益評估試行辦法) (the “Trial Method”) which took effect on July 1, 2017. As advised by our PRC Legal Advisor, we understand that the Trial Method requires self-evaluation reports to be submitted by online literature publication service providers to the local administrative bodies by the end of January of every calendar year and evaluation of the online literature publication service
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20791558_120.pdf
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<table><tr><td rowspan="2"></td><td rowspan="2">Note
附註</td><td>2020
二零二零年</td><td>2019
二零一九年</td></tr><tr><td>RMB’000
人民幣千元</td><td>RMB’000
人民幣千元</td></tr><tr><td>Assets 資產</td><td></td><td></td><td></td></tr><tr><td>Non-current assets 非流動資產</td><td></td><td></td><td></td></tr><tr><td>Property, plant and equipment 物業、廠房及設備</td><td>11</td><td>26471,5</td><td>259,152</td></tr><tr><td>Investment properties 投資物業</td><td>12</td><td>1,027,610</td><td>1,025,004</td></tr><tr><td>Intangible assets 無形資產</td><td>13</td><td>364,031</td><td>332,252</td></tr><tr><td>Investments accounted for using 按權益法入賬的投資
the equity method</td><td>15</td><td>9162,56</td><td>654,872</td></tr><tr><td>Deferred income tax assets 遞延所得稅資產</td><td>16</td><td>142,8,001</td><td>834,614</td></tr><tr><td></td><td></td><td>4,000,613</td><td>3,105,894</td></tr><tr><td>Current assets 流動資產</td><td></td><td></td><td></td></tr><tr><td>Completed properties held for sale 持作出售的已竣工物業</td><td>17</td><td>61,6542,6</td><td>3,037,052</td></tr><tr><td>Properties under development for sale 持作出售的開發中物業</td><td>18</td><td>50,085,317</td><td>30,969,759</td></tr><tr><td>Contract assets 合約資產</td><td>5</td><td>6952,39</td><td>700,000</td></tr><tr><td>Trade and other receivables and deposits 貿易及其他應收款項
以及按金</td><td>19</td><td>2,838,368</td><td>2,595,926</td></tr><tr><td>Prepayments 預付款項</td><td>19</td><td>2,376,585</td><td>1,858,769</td></tr><tr><td>Amounts due from joint ventures 應收合營企業款項</td><td>33</td><td>11971,8</td><td>59,949</td></tr><tr><td>Amounts due from associates 應收聯營公司款項</td><td>33</td><td>14772,0,0</td><td>482,845</td></tr><tr><td>Amounts due from non- 應收非控制性權益款項
controlling interests</td><td>32</td><td>4,00044,6</td><td>3,951,248</td></tr><tr><td>Income tax recoverable 可收回所得稅</td><td></td><td>415,878</td><td>788,393</td></tr><tr><td>Restricted cash 受限制現金</td><td>20</td><td>41,56,859</td><td>3,965,210</td></tr><tr><td>Cash and cash equivalents 現金及現金等價物</td><td>20</td><td>9,64942,3</td><td>11,094,295</td></tr><tr><td></td><td></td><td>81,973,565</td><td>59,503,446</td></tr><tr><td>Total assets 總資產</td><td></td><td>85,97417,8</td><td>62,609,340</td></tr><tr><td>Equity 權益</td><td></td><td></td><td></td></tr><tr><td>Equity attributable to owners 本公司所有者應佔權益
of the Company</td><td></td><td></td><td></td></tr><tr><td>Share capital 股本</td><td>21</td><td>139,632</td><td>139,632</td></tr><tr><td>Reserves 儲備</td><td>22</td><td>6,66742,3</td><td>5,041,820</td></tr><tr><td></td><td></td><td>6,807,055</td><td>5,181,452</td></tr><tr><td>Non-controlling interests 非控制性權益</td><td></td><td>6142,0,60</td><td>4,453,096</td></tr><tr><td>Total equity 總權益</td><td></td><td>12,947,675</td><td>9,634,548</td></tr></table>
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20791558_121.pdf
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<table><tr><td rowspan="2"></td><td rowspan="2">Note
附註</td><td>2020
二零二零年</td><td>2019
二零一九年</td></tr><tr><td>RMB’000
人民幣千元</td><td>RMB’000
人民幣千元</td></tr><tr><td>Liabilities 負債</td><td></td><td></td><td></td></tr><tr><td>Non-current liabilities 非流動負債</td><td></td><td></td><td></td></tr><tr><td>Borrowings 借款</td><td>23</td><td>13,399,808</td><td>4,694,786</td></tr><tr><td>Deferred income tax liabilities 遞延所得稅負債</td><td>16</td><td>1,954477,</td><td>634,906</td></tr><tr><td></td><td></td><td>15,3542,85</td><td>5,329,692</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>24</td><td>15,352,054</td><td>12,020,186</td></tr><tr><td>Borrowings 借款</td><td>23</td><td>67114,,56</td><td>12,087,907</td></tr><tr><td>Amounts due to non-controlling interests 應付非控制性權益款項</td><td>32</td><td>6,07522,6</td><td>5,146,101</td></tr><tr><td>Amounts due to associates 應付聯營公司款項</td><td>33</td><td>159274,</td><td>485,280</td></tr><tr><td>Amounts due to joint ventures 應付合營企業款項</td><td>33</td><td>507,84</td><td>50,776</td></tr><tr><td>Contract liabilities 合約負債</td><td>25</td><td>26,815,905</td><td>15,552,490</td></tr><tr><td>Income tax liabilities 所得稅負債</td><td></td><td>2,50742,9</td><td>2,302,360</td></tr><tr><td></td><td></td><td>57,67221,8</td><td>47,645,100</td></tr><tr><td>Total liabilities 總負債</td><td></td><td>73,026,503</td><td>52,974,792</td></tr><tr><td>Total equity and liabilities 總權益及負債</td><td></td><td>85,97417,8</td><td>62,609,340</td></tr></table>
The above consolidated balance sheet should be read in conjunction with the accompanying notes.
The financial statements on pages 118 to 300 were approved for issue by the Board of Directors on 29 March 2021 and were signed on its behalf:
上述合併資產負債表應與隨附附註一併閱覽。
列載於第 118 至 300 頁的財務報表已由董事會於二零二一年三月二十九日批准刊發，並由以下董事代表簽署：
<table><tr><td>黃若虹 WONG Yeuk Hung</td><td>黃若青 HUANG Ruoqing</td></tr><tr><td>董事 Director</td><td>董事 Director</td></tr></table>
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11685440_66.pdf
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# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of TE Connectivity Ltd.:
We have audited the internal control over financial reporting of TE Connectivity Ltd. and subsidiaries (the ‘‘Company’’) as of September 30, 2016, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2016, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule of the Company as of and for the fiscal year ended September 30, 2016, and our report dated
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11685440_67.pdf
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November 15, 2016 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
November 15, 2016
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8351178_173.pdf
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REGULATIONS
# REGULATIONS RELATING TO FINANCIAL BUSINESS
# Regulations on Micro Lending Business
Pursuant to the Guiding Opinions on the Pilot Operation of Micro Lending Companies (關於小額貸款公司試點的指導意見) promulgated by the China Banking Regulatory Commission (“CBRC”, now merged into the China Banking and Insurance Regulatory Commission) and the People’s Bank of China (“PBOC”) on May 4, 2008, to apply for setting up a micro lending company, the applicant shall file an application in due form with the competent department of the provincial government, and, upon approval, it shall apply to the local administrative department for industry and commerce for handling the registration formalities and get the business license. The major sources of funds of a micro lending company shall be the capital paid by shareholders, donated capital and the capital borrowed from at most two banking financial institutions. The balance of the capital borrowed from banking financial institutions shall not exceed 50% of the net capital within the scope as prescribed by laws and regulations. The loan interest ceiling shall be left open but below the ceiling determined by thej udicial department, and the floor interest rate shall be 0.9 times the base rate published by PBOC.
# Regulations on Payment Business
Pursuant to the Administrative Measures for the Payment Services Provided by Non-financial Institutions (非金融機構支付服務管理辦法) promulgated by the PBOC on May 19, 2010, to provide payment services, a non-financial institution shall obtain a Payment Business Permit and become a payment institution. An applicant for a Payment Business Permit a limited liability company orj oint-stock company legally formed inside the People’s Republic of China and it is the corporate body of a non-financial institution. A payment institution shall file the statistical statements, financial accounting report and other relevant materials on its payment business with the local branch of the PBOC as required, and the proportion of its paid-in monetary capital against its daily average balance of clients’ deposits shall not be lower than 10%. Where any payment institution continues to operate the payment business after its Payment Business Permit has expired, the PBOC or the branch thereof shall order it to terminate the payment business. On January 13, 2017, the PBOC promulgated the Notice on Matters concerning Implementing the Centralized Deposit of the Funds of Pending Payments of Clients of Payment Institutions (關於實施支付機構客戶備付金集中存管有關事項的通知). According to which, beginning on April 17, 2017, a payment institution shall deposit a certain percentage of the funds of pending payments of its clients in a special deposit account with a designated institution, and there is no interest on the funds in such an account for the time being. The percentage was adjusted by PBOC on December 29, 2017 in the Notice on Adjusting the Centralized Deposit Percentage of the Funds of Pending Payments of Clients of Payment Institutions (關於調整支付機構客戶備付金集中交存比例的通知), which requires the centralized deposit percentage to be raised by 10% on a monthly basis from February to April 2018.
# Regulations on Commercial Factoring
The commercial factoring is a relatively new business model in mainland China, MOFCOM had issued circulars to promote commercial factoring in the specific regions. Pursuant to the Circular on the Pilot Work of Commercial Factoring (關於商業保理試點有關工作的通知), which was promulgated by the MOFCOM on June 27, 2012, a trial implementation of commercial factoring pilot work was permitted in Tianjin Binhai New Area and Shanghai Pudong New Area to explore the approaches to develop the commercial factoring and to better utilize its role in expanding the export and promoting the development of small and medium enterprises. Later in December 2012, the said
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8351178_174.pdf
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REGULATIONS
trial implementation of commercial factoring pilot work was extended to Guangzhou and Shenzhen, which allowed qualified investors from Hong Kong and Macau to establish commercial factoring company in the said cities. Pursuant to the Reply of the Ministry of Commerce on Launching Pilot Commercial Factoring Business in the Chongqing Liang Jiang New Area, the Sunan Modernization Development Demonstration Zone and the Suzhou Industrial Park (商務部關於在重慶兩江新區、蘇南現代化建設示範區、蘇州工業園區開展商業保理試點有關問題的覆函), released by the MOFCOM on August 26, 2013, and amended on October 28, 2015, the trial implementation of commercial factoring was extended to Chonqing Liangjiang New Area, Sunan Modernization Development Demonstration Zone, and the Suzhou Industrial Park.
# REGULATIONS RELATING TO FOREIGN EXCHANGE
# General Administration of Foreign Exchange
Under the Foreign Exchange Administration Rules of the People’s Republic of China (中華人民共和國外匯管理條例), promulgated on January 29, 1996 and last amended on August 5, 2008, and various regulations issued by the State Administration of Foreign Exchange (“SAFE”) and other relevant government authorities, Renminbi is convertible into other currencies for the purpose of current account items, such as trade related receipts and payments, payment of interest and dividends. The conversion of Renminbi into other currencies and remittance of the converted foreign currency outside China for the purpose of capital account items, such as direct equity investments, loans and repatriation of investment, requires the prior approval from the SAFE or its local office. Payments for transactions that take place within mainland China must be made in Renminbi. Unless otherwise required by SAFE, Chinese companies may repatriate foreign currency payments received from abroad or retain the same abroad. Foreign-invested enterprises may retain foreign exchange in accounts with designated foreign exchange banks under the current account items subject to a cap set by the SAFE or its local office. Foreign exchange proceeds under the current accounts may be either retained or sold to a financial institution engaging in settlement and sale of foreign exchange pursuant to relevant rules and regulations of the State. For foreign exchange proceeds under the capital accounts, approval from the SAFE is required for its retention or sale to a financial institution engaging in settlement and sale of foreign exchange, except where such approval is not required under the relevant rules and regulations of mainland China.
Pursuant to the Notice of the SAFE on Further Improving and Adjusting Foreign Exchange Administration Policies for Direct Investment (國家外匯管理局關於進一步改進和調整直接投資外匯管理政策的通知) (the “SAFE Circular No. 59”) promulgated by SAFE on November 19, 2012, that became effective on December 17, 2012 and was further amended on May 4, 2015, approval is not required for the opening of an account entry in foreign exchange accounts under direct investment. SAFE Notice No. 59 also simplified the capital verification and confirmation formalities for foreign invested entities, the foreign capital and foreign exchange registration formalities required for the foreign investors to acquire equities from Chinese party, and further improved the administration on exchange settlement of foreign exchange capital of foreign invested entities.
On July 4, 2014, SAFE promulgated the Notice on Relevant Issues Relating to Domestic Residents’ Investment and Financing and Round-Trip 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 “Circular No. 37”), effective as of July 4, 2014. Under Circular No. 37, (1) a resident in mainland China must register with the local SAFE branch before he or she contributes assets or equity interests in an overseas special purpose vehicle, or an Overseas SPV, that is directly established or indirectly
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20746715_233.pdf
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In the following section we discuss our historical financial results for the years ended December 31, 2016, 2017 and 2018. You should read the following discussion and analysis together with our audited consolidated financial statements as of and for the years ended December 31, 2016, 2017 and 2018 and the accompanying notes included in the Accountants’ Report set out in Appendix I to this Prospectus. Our consolidated financial statements have been prepared in accordance with IFRS.
This discussion and analysis contains forward-looking statements that reflect our current views with respect to future events and our financial performance and involves risks and uncertainties. These statements are based on our assumptions and analysis in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual outcomes and developments will meet our expectations and predictions depends on a number of risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of any number of factors. In evaluating our business, you should carefully consider the information provided in this Prospectus, including the sections headed “Risk Factors” and “Business” in this Prospectus.
# OVERVIEW
We are the largest APAC focused logistics real estate platform by GFA and by value of the Portfolio Assets and have the largest development pipeline in aggregate across the major APAC markets as measured by GFA from April 1, 2019 to December 31, 2020, according to the JLL Report. We develop and manage modern logistics facilities that cater to e-commerce companies, 3PL providers, bricks-and-mortar retailers, manufacturers, cold-chain logistics providers and others in APAC as logistics infrastructure continues to evolve for the modern economy. We focus solely on APAC, which comprised over 3.6 billion people (around 50% of the global population) and over US\$28.5 trillion of GDP (over 33% of the global GDP) in 2018, according to the JLL Report. We currently operate in the PRC, Japan, South Korea, Singapore, Australia and India markets that represent close to 90% of GDP in APAC in 2018, according to the JLL Report.
We hold a portfolio of logistics properties on our balance sheet and manage a broad range of funds and investment vehicles that invest in logistics properties at various stages of the property life cycle across APAC. As of December 31, 2018, we managed 18 private third-party pooled investment vehicles, with over US\$5.1 billion in total equity commitments, and one REIT listed on the SGX-ST with an appraised carrying value of approximately US\$2.2 billion. As of December 31, 2018, our AUM was approximately US\$16.0 billion (of which US\$1.9 billion was on our balance sheet) and comprised approximately 6.6 million sq.m of GFA of completed properties, approximately 3.7 million sq.m of GFA of properties under construction and approximately 1.8 million sq.m of GFA to be built on land held for future development, adding up to over 12 million sq.m of GFA in total.
We develop logistics real estate primarily in Tier 1 and 1.5 cities in APAC, targeting strategic locations near key logistics hubs, major seaports, airports, transportation hubs and industrial zones in the PRC, Japan, South Korea, Singapore, Australia and India, which are the markets we believe will drive future growth across APAC. The majority of the tenants in the Portfolio Assets service domestic consumption in APAC. According to the JLL Report, APAC’s substantial middle class population coupled with rapid economic growth and rising income levels are expected to support rising
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consumption levels in the region. Private consumption in China, Japan, South Korea, Singapore, Australia, and India is forecasted to grow at a CAGR of 8.1% between 2019 and 2023, approximately two times the anticipated 4.0% growth in the US during the same period. As of December 31, 2018, e-commerce and 3PL tenants made up approximately 49.6% of the tenant base of the Portfolio Assets by leased area. In 2016, 2017 and 2018, rental revenues from e-commerce and 3PL tenants in our balance sheet properties amounted to 82.6%, 76.7% and 63.5% of our total rental revenues, respectively. The decrease in the proportion of rental revenues from e-commerce and 3PL tenants in 2017 was due to the disposal of several properties to China Invesco Core Fund from our balance sheet, the majority of which we had leased to e-commerce tenants, and in 2018 was due to rental income from an existing manufacturing tenant in the RW Higashi-Ogijima DC property, which we plan to redevelop into a modern logistics facility.
With our APAC-focused business model, we grew significantly during the Track Record Period through organic growth and strategic M&A, increasing our AUM from US\$7.4 billion as of December 31, 2016, to US\$12.0 billion as of December 31, 2017, and further to approximately US\$16.0 billion as of December 31, 2018. We have also attracted investments from three out of the top six real estate capital providers globally based on IP&E Real Assets’ top 100 ranking of the world’s largest real estate investors in 2018. We were ranked \#29 in the world in PERE’s “Fab 50”, the flagship ranking of the private real estate world’s top managers (by total annual fundraising amount) in 2018. Our revenue grew by 58.5% from US\$96.7 million in 2016 to US\$153.3 million in 2017, and further grew by 65.8% to US\$254.1 million in 2018, while our net profit grew by 91.6% from US\$105.0 million in 2016 to US\$201.2 million in 2017, and further grew by 5.9% to US\$213.1 million in 2018. Our total consolidated balance sheet assets grew, which include our investment properties, investments inj oint ventures, and financial assets at fair value, by 45.3% from US\$2,097.4 million as of December 31, 2016 to US\$3,047.4 million as of December 31, 2017, and further grew by 45.1% to US\$4,422.6 million as of December 31, 2018.
# FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our results of operations have been, and we expect them to continue to be, primarily affected by the following factors:
Š supply and demand for modern logistics facilities in APAC;
Š our ability to source, design, construct, lease and manage the Portfolio Assets;
Š our ability to manage our integrated business model and grow multiple sources of income;
Š our ability to continue attracting and maintaining our relationships with capital partners and growing our AUM;
Š rental prices, occupancy rates, leasing cycles and fair value change of the Portfolio Assets;
Š our expansion through organic growth and strategic acquisitions; and
Š our access to capital and cost of financing.
# Supply and Demand for Modern Logistics Facilities in APAC
Our business growth and results of operations have benefited from the growth of the consumer economy in APAC. The rise of the new economy in the region has led to increasing demand for modern logistics facilities from e-commerce companies, 3PL providers, bricks-and-mortar retailers, manufacturers, cold-chain logistics providers and others that require larger and more sophisticated
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附 3：纺织服装行业近一年增持比例超过流通股 1%的个股梳理
<table><tr><td>代码</td><td>名称</td><td>类别</td><td>占流通股比(%)</td></tr><tr><td>002083.SZ</td><td>孚日股份</td><td>实际控制人、员工持股</td><td>2.24</td></tr><tr><td>600398.SH</td><td>海澜之家</td><td>高管</td><td>2.01</td></tr><tr><td>002042.SZ</td><td>华孚色纺</td><td>员工持股</td><td>2.69</td></tr><tr><td>002404.SZ</td><td>嘉欣丝绸</td><td>关联方，同为实际控制人控制</td><td>1.04</td></tr><tr><td>600137.SH</td><td>浪莎股份</td><td>举牌</td><td>5.00</td></tr><tr><td>300005.SZ</td><td>探路者</td><td>员工持股</td><td>1.78</td></tr><tr><td>600177.SH</td><td>雅戈尔</td><td>实际控制人、博睿传媒投资等</td><td>2.66</td></tr><tr><td>600070.SH</td><td>浙江富润</td><td>控股股东，计划未来增持 2%</td><td>0.56</td></tr></table>
数据来源：Wind、东方证券研究所
附 4：国内外重点上市公司估值表
<table><tr><td rowspan="2">股票代码</td><td rowspan="2">公司名称</td><td rowspan="2">评级</td><td rowspan="2">股价
(当地货币)</td><td rowspan="2">总市值(百
万美元)</td><td colspan="4">每股收益</td><td colspan="4">市盈率</td><td rowspan="2">未来三
年复合
增长率</td></tr><tr><td>2015A</td><td>2016E</td><td>2017E</td><td>2018E</td><td>2015A</td><td>2016E</td><td>2017E</td><td>2018E</td></tr><tr><td colspan="14">A 股市场</td></tr><tr><td>002029.SZ</td><td>七匹狼</td><td>增持</td><td>10.62</td><td>1163</td><td>0.36</td><td>0.35</td><td>0.42</td><td>0.50</td><td>30</td><td>30</td><td>26</td><td>21</td><td>10.6%</td></tr><tr><td>002327.SZ</td><td>富安娜</td><td>买入</td><td>9.92</td><td>1250</td><td>0.48</td><td>0.50</td><td>0.54</td><td>0.60</td><td>21</td><td>19</td><td>18</td><td>17</td><td>8.1%</td></tr><tr><td>002293.SZ</td><td>罗莱生活</td><td>买入</td><td>13.18</td><td>1341</td><td>0.59</td><td>0.47</td><td>0.55</td><td>0.63</td><td>22</td><td>28</td><td>24</td><td>21</td><td>4.6%</td></tr><tr><td>300005.SZ</td><td>探路者</td><td>买入</td><td>14.05</td><td>1210</td><td>0.44</td><td>0.34</td><td>0.40</td><td>0.45</td><td>32</td><td>39</td><td>35</td><td>31</td><td>0.9%</td></tr><tr><td>000726.SZ</td><td>鲁泰 A</td><td>买入</td><td>12.92</td><td>1483</td><td>0.75</td><td>0.85</td><td>0.97</td><td>1.09</td><td>17</td><td>15</td><td>13</td><td>12</td><td>12.1%</td></tr><tr><td>002003.SZ</td><td>伟星股份</td><td>增持</td><td>15.06</td><td>979</td><td>0.55</td><td>0.69</td><td>0.83</td><td>0.96</td><td>27</td><td>20</td><td>18</td><td>16</td><td>20.0%</td></tr><tr><td>601566.SH</td><td>九牧王</td><td>增持</td><td>17.13</td><td>1427</td><td>0.70</td><td>0.73</td><td>0.77</td><td>0.83</td><td>24</td><td>23</td><td>22</td><td>21</td><td>5.5%</td></tr><tr><td>002612.SZ</td><td>朗姿股份</td><td>增持</td><td>17.30</td><td>1003</td><td>0.19</td><td>0.41</td><td>0.52</td><td>0.64</td><td>91</td><td>43</td><td>33</td><td>27</td><td>19.2%</td></tr><tr><td>603001.SH</td><td>奥康国际</td><td>买入</td><td>22.51</td><td>1308</td><td>0.98</td><td>0.94</td><td>1.10</td><td>1.27</td><td>23</td><td>24</td><td>20</td><td>18</td><td>7.8%</td></tr><tr><td>600315.SH</td><td>上海家化</td><td>增持</td><td>29.64</td><td>2893</td><td>3.28</td><td>0.32</td><td>0.62</td><td>0.76</td><td>9</td><td>93</td><td>48</td><td>39</td><td>-27.3%</td></tr><tr><td>002563.SZ</td><td>森马服饰</td><td>买入</td><td>9.89</td><td>3863</td><td>0.50</td><td>0.53</td><td>0.59</td><td>0.69</td><td>20</td><td>19</td><td>17</td><td>14</td><td>21.0%</td></tr><tr><td>600439.SH</td><td>瑞贝卡</td><td>增持</td><td>7.87</td><td>1076</td><td>0.15</td><td>0.18</td><td>0.21</td><td>0.23</td><td>52</td><td>44</td><td>37</td><td>34</td><td>12.9%</td></tr><tr><td>600398.SH</td><td>海澜之家</td><td>买入</td><td>10.51</td><td>6845</td><td>0.66</td><td>0.70</td><td>0.77</td><td>0.86</td><td>16</td><td>14</td><td>13</td><td>12</td><td>16.1%</td></tr><tr><td>002640.SZ</td><td>跨境通</td><td>买入</td><td>17.14</td><td>3557</td><td>0.12</td><td>0.29</td><td>0.55</td><td>0.89</td><td>143</td><td>55</td><td>30</td><td>18</td><td>94.9%</td></tr><tr><td>603555.SH</td><td>贵人鸟</td><td>买入</td><td>-</td><td>-</td><td>0.54</td><td>0.53</td><td>0.58</td><td>0.63</td><td>-</td><td>-</td><td>-</td><td>-</td><td>5.4%</td></tr><tr><td>600612.SH</td><td>老凤祥</td><td>买入</td><td>39.90</td><td>2572</td><td>2.14</td><td>2.17</td><td>2.36</td><td>2.58</td><td>19</td><td>18</td><td>17</td><td>15</td><td>6.4%</td></tr><tr><td>002127.SZ</td><td>南极电商</td><td>增持</td><td>11.70</td><td>2609</td><td>0.41</td><td>0.20</td><td>0.32</td><td>0.49</td><td>59</td><td>37</td><td>24</td><td>24</td><td>59.5%</td></tr><tr><td>603808.SH</td><td>歌力思</td><td>买入</td><td>31.31</td><td>1127</td><td>0.64</td><td>0.69</td><td>1.07</td><td>1.30</td><td>45</td><td>29</td><td>24</td><td>24</td><td>26.3%</td></tr><tr><td>002083.SZ</td><td>孚日股份</td><td>买入</td><td>7.12</td><td>937</td><td>0.34</td><td>0.41</td><td>0.47</td><td>0.54</td><td>17</td><td>15</td><td>13</td><td>13</td><td>14.1%</td></tr></table>
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<table><tr><td>002763.SZ</td><td>汇洁股份 增持</td><td>30.92</td><td>968</td><td>0.77</td><td>0.85</td><td>0.93</td><td>1.08</td><td>36</td><td>34</td><td>28</td><td>28</td><td>12.3%</td></tr><tr><td>603877.SH</td><td>太平鸟 增持</td><td>36.04</td><td>2482</td><td>1.28</td><td>0.99</td><td>1.16</td><td>1.34</td><td>36</td><td>31</td><td>27</td><td>27</td><td>5.9%</td></tr><tr><td colspan="13">香港市场</td></tr><tr><td>0210.HK</td><td>达芙妮国
-
际</td><td>0.78</td><td>166</td><td>-0.50</td><td>-0.06</td><td>0.01</td><td>0.00</td><td>-</td><td>-</td><td>130</td><td>-</td><td>-</td></tr><tr><td>0321.HK</td><td>德永佳集
-
团</td><td>5.25</td><td>934</td><td>0.76</td><td>0.42</td><td>0.45</td><td>0.48</td><td>7</td><td>12</td><td>12</td><td>11</td><td>-14.5%</td></tr><tr><td>0330.HK</td><td>思捷环球 -</td><td>6.30</td><td>1576</td><td>0.01</td><td>0.03</td><td>0.16</td><td>0.26</td><td>39</td><td>217</td><td>39</td><td>24</td><td>190.9%</td></tr><tr><td>0551.HK</td><td>裕元集团 -</td><td>31.20</td><td>6621</td><td>2.52</td><td>2.61</td><td>2.76</td><td>2.88</td><td>12</td><td>12</td><td>11</td><td>11</td><td>4.1%</td></tr><tr><td>0589.HK</td><td>宝姿 -</td><td>3.04</td><td>217</td><td>0.08</td><td>-</td><td>-</td><td>-</td><td>36</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>0891.HK</td><td>利邦 -</td><td>0.57</td><td>128</td><td>-0.25</td><td>-0.11</td><td>-0.08</td><td>-0.03</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>1234.HK</td><td>中国利郎 -</td><td>5.15</td><td>801</td><td>0.52</td><td>0.50</td><td>0.52</td><td>0.56</td><td>10</td><td>10</td><td>10</td><td>9</td><td>3.6%</td></tr><tr><td>1361.HK</td><td>361 度 -</td><td>2.86</td><td>761</td><td>0.23</td><td>0.32</td><td>0.36</td><td>0.41</td><td>13</td><td>9</td><td>8</td><td>7</td><td>22.8%</td></tr><tr><td>1368.HK</td><td>特步国际 -</td><td>3.23</td><td>923</td><td>0.28</td><td>0.36</td><td>0.39</td><td>0.42</td><td>12</td><td>9</td><td>8</td><td>8</td><td>16.5%</td></tr><tr><td>1836.HK</td><td>九兴控股 -</td><td>12.98</td><td>1327</td><td>0.80</td><td>0.86</td><td>0.99</td><td>1.06</td><td>16</td><td>15</td><td>13</td><td>12</td><td>10.9%</td></tr><tr><td>1880.HK</td><td>百丽国际 -</td><td>4.98</td><td>5406</td><td>0.44</td><td>0.45</td><td>0.45</td><td>0.46</td><td>14</td><td>11</td><td>11</td><td>11</td><td>4.8%</td></tr><tr><td>1968.HK</td><td>匹克体育 -</td><td>-</td><td>-</td><td>0.22</td><td>0.20</td><td>0.22</td><td>0.23</td><td>-</td><td>-</td><td>-</td><td>-</td><td>6.7%</td></tr><tr><td>2020.HK</td><td>安踏体育 -</td><td>22.10</td><td>7615</td><td>1.11</td><td>1.25</td><td>1.45</td><td>1.66</td><td>21</td><td>18</td><td>15</td><td>13</td><td>16.1%</td></tr><tr><td>2313.HK</td><td>申洲国际 -</td><td>50.40</td><td>9074</td><td>2.47</td><td>2.75</td><td>3.22</td><td>3.71</td><td>21</td><td>18</td><td>16</td><td>14</td><td>18.3%</td></tr><tr><td>2331.HK</td><td>李宁 -</td><td>4.66</td><td>1304</td><td>0.34</td><td>0.25</td><td>0.37</td><td>0.45</td><td>50</td><td>18</td><td>13</td><td>10</td><td>13.4%</td></tr><tr><td>2698.HK</td><td>魏桥纺织 -</td><td>5.58</td><td>858</td><td>1.01</td><td>-</td><td>-</td><td>-</td><td>6</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>3818.HK</td><td>中国动向 -</td><td>1.49</td><td>1062</td><td>0.18</td><td>0.15</td><td>0.15</td><td>0.11</td><td>8</td><td>10</td><td>10</td><td>13</td><td>-13.2%</td></tr><tr><td>3998.HK</td><td>波司登 -</td><td>0.67</td><td>921</td><td>0.04</td><td>-</td><td>-</td><td>-</td><td>16</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>1910.HK</td><td>新秀丽 -</td><td>28.80</td><td>5238</td><td>1.40</td><td>1.46</td><td>1.71</td><td>1.91</td><td>21</td><td>20</td><td>17</td><td>15</td><td>10.8%</td></tr><tr><td>1913.HK</td><td>普拉达 -</td><td>34.70</td><td>11427</td><td>1.10</td><td>0.96</td><td>1.12</td><td>1.25</td><td>32</td><td>37</td><td>31</td><td>28</td><td>5.3%</td></tr><tr><td colspan="13">海外市场</td></tr><tr><td>MC.PA</td><td>LVMH Moet Hennessy</td><td>206.65</td><td>111411</td><td>7.92</td><td>9.14</td><td>10.06</td><td>10.85</td><td>20</td><td>23</td><td>21</td><td>19</td><td>11.3%</td></tr><tr><td>RMS.PA</td><td>Hermes</td><td>447.10</td><td>50183</td><td>10.42</td><td>11.42</td><td>12.41</td><td>13.48</td><td>33</td><td>39</td><td>36</td><td>33</td><td>9.4%</td></tr><tr><td>CDI.PA</td><td>International
Christian Dior</td><td>221.30</td><td>42471</td><td>8.75</td><td>11.10</td><td>12.36</td><td>14.78</td><td>13</td><td>20</td><td>18</td><td>15</td><td>20.2%</td></tr><tr><td>TIF</td><td>Tiffany & Co.</td><td>93.69</td><td>11670</td><td>3.57</td><td>3.97</td><td>4.37</td><td>4.74</td><td>21</td><td>24</td><td>21</td><td>20</td><td>9.2%</td></tr><tr><td>IDX.DE</td><td>Inditex, S.A.</td><td>33.56</td><td>111189</td><td>1.01</td><td>1.18</td><td>1.33</td><td>1.49</td><td>33</td><td>29</td><td>25</td><td>23</td><td>13.8%</td></tr><tr><td>HSMB.SG</td><td>Hennes & Mauritz</td><td>218.50</td><td>40064</td><td>11.26</td><td>12.17</td><td>13.51</td><td>14.81</td><td>26</td><td>18</td><td>16</td><td>15</td><td>9.9%</td></tr><tr><td>NXT.L</td><td>Next PLC</td><td>39.99</td><td>7314</td><td>4.41</td><td>4.04</td><td>3.97</td><td>4.04</td><td>17</td><td>10</td><td>10</td><td>10</td><td>-2.2%</td></tr><tr><td>GPS</td><td>Gap Inc.</td><td>24.05</td><td>9625</td><td>1.69</td><td>1.98</td><td>2.03</td><td>2.08</td><td>15</td><td>12</td><td>12</td><td>12</td><td>5.3%</td></tr><tr><td>LB</td><td>Limited Brands,
Inc.</td><td>47.85</td><td>13628</td><td>4.04</td><td>3.20</td><td>3.43</td><td>3.91</td><td>24</td><td>15</td><td>14</td><td>12</td><td>-2.1%</td></tr><tr><td>BRBY.L</td><td>Burberry Group PLC</td><td>17.34</td><td>9454</td><td>0.70</td><td>0.76</td><td>0.83</td><td>0.91</td><td>23</td><td>23</td><td>21</td><td>19</td><td>8.8%</td></tr><tr><td>RL</td><td>Polo Ralhp Lauren
Corp.</td><td>80.71</td><td>6635</td><td>4.65</td><td>5.60</td><td>5.23</td><td>5.75</td><td>16</td><td>14</td><td>15</td><td>14</td><td>4.5%</td></tr></table>
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FIG. 8.— Top panels: CME morphology observed from COR2-A, C3, and COR2-B respectively at 10:54UT on April 11, 2013. Bottom panels: Overplot of the best fitted wireframe of MFR in GCS model. Note that in C3 the CME is halo directed toward Earth, whereas it directs away from COR-A on farside. Note the GCS parameters \( \gamma \) = −45o, \( _ \alpha \) = 50o, κ = 0.45 and \( h = 1 7 . 5 R _ { \odot } \) reproduce this CME morphology.
extremely difficult. However, to examine the effect of uncer-tainties in the estimated kinematics, we considered an error of 5 pixels in the measurements of elongation angle. Such an error corresponds to uncertainties of 0.02 degree, 0.1 degree and 0.35 degree in the derived elongation angles in COR2, HI1 and HI2 FOV, respectively. Corresponding to these elon-gation uncertainties, the calculated error for SSSE (with \( \lambda \) = 0) method maximally reaches up to \( 0 . 5 R _ { \odot } \) in distance, less than few degree in direction and few tens of km/s for speed. These errors certainly seem to be small but of course, they do not reflect the total error in derived kinematics. Further study is required to quantify the actual errors because of several in-valid idealistic assumptions in the methods.
Also, at higher elongation (greater than approx. \( 4 0 R _ { \odot } \)),larger variations in the estimated kinematics from SSSE method for different \( \lambda \) are noted. From Figure 11, it is clear that the estimated distance from GT method increased around 18:00 UT on April 11 at \( 9 0 R _ { \odot } \) from the Sun. Such an un-physically fast increase in distance and speed is meaningless due to the absence of forces capable of accounting for this acceleration at distances farther from the Sun (Cargill 2004;Vršnak et al. 2010). This is more likely because of improper use of SSSE with \( \lambda \) equal to 0 \( r \)(i.e. GT) method, especially for this CME which is propagating away from the observer. This late acceleration is significantly reduced (still unphysi-cal) if a higher value of \( \lambda \) is considered. SSSE with \( \lambda \) equal to \( 9 0 ^ { o } \)(i.e. TAS) method gives the lowest limit of the esti-mated distance and speed values. The kinematics from the TAS method is calculated up to \( 3 6 5 R _ { \odot } \) from the Sun.
The aforementioned facts highlight that the assumptions made in the GT method are not valid for a CME propagat-ing away from the observer. Also, the spherical front approx-imation in SSSE method with \( \lambda \) equal to nonzero value, be-comes worse due to flattening of the CME front on its inter-action with solar wind. These limitations start to play a cru-cial role much nearer to the Sun for a far-sided CME than for front sided CME (Liu et al. 2013). However, the distance be-yond which these effects are crucial depends on the direction of propagation of the CME and its size. We note that for a CME propagating at larger angle from the Sun-observer line, its kinematics depend more on the chosen value of \( \lambda \). This is because the flanks (not nose) for such CMEs are always ob-served from the observer and even a little change in its radius of curvature leads to huge difference in the estimated kine-matics from the SSSE method. It is noted that if direction of propagation of a CME from sun-observer line becomes more than 90 \( \gamma o \), an unphysical acceleration will be estimated from the SSSE methods irrespective of chosen \( \lambda \) value. However, such an acceleration is reduced with higher value of \( \lambda \) and gives more accurate kinematics.
To assess the relative performance, we also applied single spacecraft reconstruction methods on STEREO-A and B ob-servations. We employed the Fixed-Phi (FP: Kahler & Webb 2007), Harmonic Mean (HM: Lugaz et al. 2009), Self-Similar Expansion (SSE: Davies et al. 2012) methods on the derived time-elongation variations of the CME (Figure 10). These
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FIG. 9.— top row: Left, middle, and right panels show the evolution of 2013 April 11 CME in the running difference image of HI2-A, HI1-A, and COR2-A respectively. bottom row: Running difference images from COR2-B, HI1-B, HI2-B in Left, middle and right panels, respectively. The contours of the elongation angle (green) and the position angle (blue) are also deployed on each image. In all panels, horizontal red line is along the ecliptic and indicates the position angle of the Earth and vertical red line (left panel) refers \( \mathcal { P } \) position angle.
methods essentially convert the elongation into distance from the Sun assuming a fixed direction (longitude, here \( 1 . 3 ^ { o } \) East) of CME propagation as an input.
On applying the above methods on the STEREO-A and B observations, we noticed that estimated kinematics also largely overestimates the speed (approx. 900-1200 km/s even beyond \( 1 0 0 R _ { \odot } , \)) of the CME and the method becomes com-pletely unreliable once the CME reaches higher elongations. The direction of propagation of CMEs is \( 1 4 6 ^ { c } \) and \( 1 2 8 ^ { o } \) away from the line connecting the Sun with STEREO-A and B spacecraft, respectively. As the CME propagating in East-ward is little closer to 90ofrom the STEREO-B spacecraft, the derived kinematics and arrival time from this spacecraft are more accurate than using STEREO-A observations. Among all the three single spacecraft methods, the most inaccurate re-sults are obtained from the FP method and less inaccurate are from the HM method. This probably confirms the assump-tion that the larger structure of CME is somewhat suitable for estimating the time varying profile of the CME kinemat-ics. However, the failure of these single spacecraft methods at higher elongation could be due to real deflection or artificial deflection because of expansion or/and due to changes in the approximated idealized structure (Wood et al. 2010; Howard 2011; Mishra & Srivastava 2014).
We further applied the fitting version of the three single spacecraft reconstruction methods, namely Fixed-Phi Fitting (FPF: Sheeley et al. 2008), Harmonic Mean Fitting (HMF: Möstl et al. 2011), and Self-Similar Expansion Fitting (SSEF: Davies et al. 2012). Noting the expressions for the elongation as a function of speed and direction from the earlier FP, HM and SSE methods, these methods fit the observed elongation-time profile of the CME to an analytical function. From the FPF method on STEREO-A, we found that CME speed as 654 km/s, propagation direction as 99ofrom STEREO-A space-craft and its launch time at 11 April 05:05. Similarly, we also applied the HMF and SSEF methods (with \( \lambda \)\( = 5 0 ^ { o } \)) and ob-tained the speed, propagation direction and launch time of the CME. The results obtained for STEREO-A and B are shown in Figure 13 and 14, respectively and summarized in Table 3. In these figures, the results for SSEF, which fall between the FPF and HMF methods, are not plotted to avoid cluttering.
Moreover, we have also analyzed the in-situ observations of this CME obtained from WIND spacecraft (Figure 12). The
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Garde (‘Joyful Keep’) (Lancelot 1980, vol. 1, p. 283; Truitt 2015, p. 59). In these examples, and similar ones, the artificial figures can be defeated by the hero because he is the hero—one indication of his prowess as a warrior is his ability to subdue the mechanical guardians; the implication is that any other challenger would be defeated. And in all of these instances, the artificial knights, archers, or pikemen are seen as better than their human counter-parts. Unlike human sentries, the artificial ones will never get tired or ill, lazy or lecherous, and, like the sentries guarding Alardin’s tent, they cannot be tricked or bribed.
The repeated motif of the armed robot guard suggests concern about security and about loyalty, trust, and control. This concern extended beyond keeping a castle or mausoleum or bridge secure to keeping tabs on an entire empire. ‘The Salvation of Rome’ (Salvatio Romae) was an elaborate surveillance and alarm system that could perceive, assess, and react to events taking place far away. This device, attributed, like the bocca della verità, to Virgil, appears in several diferent texts from the late twelfth century onward. The most extensive description of this marvel appears in the natural philosophical treatise On the Natures of Things (De rerum natura, ca. 1190) by the English scholar and courtier Alexander Neckam (1157–1217); according to him, Virgil had built in Rome a palace which contained a number of wooden statues, each rep-resenting a diferent province of the empire, and each holding a bell in its hand.5 ‘Whenever any province dared to foment a plot against the majesty of the Roman Empire, the image of the intemperate traitor began to bang on the little bell. A soldier of bronze, seated on a bronze horse, on the topmost gable of the aforementioned palace, turned itself in the very direction where it might look toward that province’ (Ziolkowski & Putnam 2008, p. 856). Neckam’s description appears in a chapter about the potential of the liberal arts and the places where those arts flour-ished, thereby tying Virgil’s invention to his mastery of the liberal arts rather than forbidden branches of study, such as demonic magic. Furthermore, the function of the Salvatio Romae, to safeguard
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the empire from revolt, recalls Virgil’s epic poem about the foundation of the Roman Empire, the Aeneid. Although Virgil may have been known more for his reputation as a magician and learned man in the Latin Christian West than for writing the Aeneid, he remained linked to the Roman Empire and was seen as having some kind of unoficial yet critically important over-sight of it. Moreover, Neckam was writing during a period when the ruling dynasty of England, the Plantagenets, controlled an empire that included England, Ireland, and most of what is now France. Henry II (1133–1189; r. 1154–1189) faced numerous rebellions—from castellans in his domains, from his Archbishop of Canterbury, Thomas Becket, and from his wife and sons. Henry’s son and successor, Richard I (1157–1199; r. 1189–1199), likewise spent a significant amount of time responding to challenges to his authority and rule. The invention of the Salvatio Romae mirrors the practical concerns of maintaining control over a large empire and the need to have reliable, timely information about threats to its stability.
# 2.3 Espionage and Surveillance
Artificial intelligence appears in multiple guises in textual and visual sources to provide surveillance and foster espionage, indi-cating a long-standing desire to use artificial means to gather information to gain advantage. The Salvatio Romae is one example, but there are many others. Catroptomancy (using a reflective surface, such as a bowl of water or a polished metal mirror, as a viewfinder) was one way to see events distant in time and place. All of the mantic arts (the arts of divination)—chiromancy (palm reading), geomancy (interpreting earth signs), pyromancy (fire signs), and scapulomancy (interpreting the marks on the shoulder blades of animals, often sheep or goats)—promised foreknowledge, but catroptomancy also promised knowledge of the distant now. In multiple versions of the history of Alexander the Great (widely translated and circulated in this period),
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buildings from our collaborator to construct the production lines and other production facilities within such buildings. Our collaborations with CMOs, our operation of our new manufacturing facilities (upon construction completed) and our ability to obtain supplies for manufacturing our drug candidates or future approved drugs could be disrupted if the operations of these collaborators, suppliers or our new manufacturing facilities are affected by a man-made or natural disaster or other business interruption. In addition, damage or extended periods of interruption to our corporate, development, research or manufacturing facilities due to fire, natural disaster, power loss, communications failure, unauthorized entry or other events could cause us to cease or delay development or commercialization of some or all of our drug candidates. Our insurance might not cover all losses under such circumstances and our business and financial condition may be seriously harmed by such delays and interruption.
Our internal information technology and other infrastructure, or those used by our CROs or partners or other contractors or consultants, may fail or suffer security breaches, which may require us to expend additional resources to protect our technology and information systems and could materially adversely affect our business, financial condition, results of operations and prospects.
Despite the implementation of security measures, our information technology systems and those of our current or future partners, CROs, CMOs, consultants and other service providers or suppliers are vulnerable to damage from cyber-attacks, computer viruses, malicious codes, unauthorized access, employee theft or misuse, natural disasters, fire, power loss, terrorism, war, and telecommunication and electrical failures, among other things. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our research and development programs. For example, our data may not be backed up in a timely manner and the loss of clinical trial data from ongoing or future clinical trials for any of our drug candidates could result in delays in regulatory approval efforts and significantly increase costs to recover or reproduce the data. To the extent that any disruption or security breach were to result in a loss of or damage to data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and the further development of our drug candidates could be delayed. In addition, a security breach may result in the loss of, damage to, or public disclosure of personally identifiable information, and such an event could have serious negative consequences, including disputes, regulatory action, investigation, litigation, fines, penalties and damages, and time-consuming and expensive litigation, any of which could have a material adverse effect on our business, financial condition, results of operations, or prospects.
In the ordinary course of our business, we collect and store sensitive data, including, among other things, legally protected patient health information, personally identifiable information about our employees, intellectual property and proprietary business information. We manage and maintain our applications and data utilizing on-site systems and outsourced vendors. These applications and data encompass a wide variety of business critical information including research and development information, commercial information and business and financial information. Because information systems, networks and other technologies are critical to many of our operating activities, shutdowns or service disruptions at our Company or suppliers that provide information systems, networks or other services to us pose increasing risks. Such disruptions may be caused by events such as computer hacking, phishing attacks, ransomware, dissemination of computer viruses, worms and other destructive or disruptive software, denial of service attacks and other malicious activity, as well as power outages, natural disasters (including extreme weather), terrorist attacks or other similar events. Such events could have a material adverse impact on us and our business, including loss of data and damage to
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equipment, among other things. In addition, system redundancy may be ineffective or inadequate, and our disaster recovery planning may not be sufficient to cover all eventualities. Significant events could result in a disruption of our operations, damage to our reputation or a loss of revenues.
We could be subject to risks caused by misappropriation, misuse, leakage, falsification, system malfunction or intentional or accidental release or loss of information maintained in the information systems and networks of us and our suppliers, including but not limited to personal information of our employees and patients. In addition, outside parties may attempt to penetrate our systems or those of our suppliers or fraudulently induce our personnel or the personnel of our suppliers to disclose sensitive information in order to gain access to our data or systems. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. We may not be able to anticipate all types of security threats, nor may we be able to implement preventive measures effective against all such security threats. The techniques used by cyber criminals change frequently, may not be recognized until launched and can originate from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizations or hostile foreign governments or agencies. We cannot assure you that our data protection efforts and our investment in information technology will prevent significant breakdowns, data leakages, breaches in our systems or those of our third-party vendors and other contractors and consultants, or other cyber incidents that could have a material adverse effect upon our reputation, business, results of operations, financial condition or prospects. If we experienced any such material system failure or security breach and interruptions in our operations, it could result in a material disruption of our development programs and our business operations, a breach of sensitive personal information or a loss or corruption of critical data assets including trade secrets or other proprietary information. For example, the loss of clinical trial data from completed or future clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data.
If a material breach of our information technology systems or those of our suppliers occurs, the market perception of the effectiveness of our security measures could be harmed and our reputation and credibility could be damaged. We could be required to expend significant amounts of money and other resources to repair or replace information systems or networks. In addition, we could be subject to regulatory actions or claims made by individuals and groups in private litigation involving privacy issues related to data collection and use practices and other data privacy laws and regulations, including claims for misuse or inappropriate disclosure of data, as well as unfair or deceptive practices. Moreover, despite our efforts, the possibility of these events occurring cannot be eliminated. As we engage in more electronic transactions with payers, suppliers and patients, and collect and store an increasing volume of data, the related security risks will increase and we will need to expend additional resources to protect our technology and information systems.
We may not have adequate insurance coverage to compensate for any losses associated with a system failure, any breach of our computer systems or other cybersecurity attack or any violation of any privacy laws or other obligations. Any breach or failure of our or our suppliers’ computer systems, information technology and other infrastructure could materially adversely affect our business, financial condition, results of operations and prospects.
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There is no assurance that we will be able to compete effectively against competitors who may have greater financial resources, greater scales of production, superior technology, better brand recognition and a wider, more diverse and established sales network. In order to maintain our market share and remain competitive, we may be forced to provide more sales incentives to our staff and distributors, and increase capital expenditures, which may in turn negatively affect our profit margins and our results of operations.
In addition, with the liberalisation measures adopted pursuant to the PRC’s accession to the World Trade Organisation, or WTO, foreign brands are permitted to expand their business in the PRC with fewer restrictions. Further, as the economy continues to grow in the PRC, consumers are expected to accumulate greater purchasing power and can more readily afford foreign brands. As a result, more foreign brands have entered, and are continuing to enter, the PRC market, which further increases competition in the ladies-wear industry in the PRC.
# Our sales volume is sensitive to seasonality effects and weather patterns
Our performance is subject to seasonal trends or fluctuations. Sales amounts may vary throughout the year with relatively higher levels of sales for our fall/winter collections and lower levels of sales for our spring/summer collections because the unit selling price for our fall/winter apparel products is generally higher than that for spring/summer apparel products. We also record higher sales typically around holiday and festive seasons such as the Chinese New Year and the Chinese National Day. As a result, comparisons of sales and operating results between different periods within a single financial year, or between different periods in different financial years, are not necessarily meaningful and cannot be relied on as indicators of our performance. In addition, since we operate largely on a seasonal cycle, if our outsourced OEM contractors fail to deliver on a timely basis as a result of extreme and unseasonable weather conditions, our sales in any season and our results of operations could be materially and adversely affected.
Extreme changes in weather patterns could also affect consumers’ purchasing behaviour, which may lead to fluctuations in our sales revenue. For example, extended periods of unseasonably warm weather during the winter season or cool weather during the summer season could render a portion of our inventory incompatible with such unseasonable weather conditions. These extreme or unseasonable weather conditions could have a material adverse effect on our results of operations.
# Natural disasters, acts of war, political unrest and epidemics, which are beyond our control, may cause damage, loss or disruption to our business
Natural disasters, acts of war, political unrest and epidemics, which are beyond our control, may materially and adversely affect the economy, infrastructure and livelihood of the people of the PRC. Some cities in the PRC are particularly susceptible to floods, earthquakes, sandstorms, snowstorms and droughts. Our business, financial condition, results of operations and prospects may be materially and adversely affected if such natural disasters occur in places where we operate or where our products are sold, whether directly or indirectly. Political unrest, acts of war and terrorists attacks may cause damage or disruption to us, our employees, our self-operated retail stores, the distribution channels operated by our distributors and our markets, any of which could materially and adversely affect our sales, cost of sales, overall results of operations and financial condition. The potential for war or terrorists attacks may also cause uncertainty and cause our business to suffer in ways that we cannot currently predict. In addition, certain Asian countries, including the PRC, have encountered epidemics, such as SARS or
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incidents of the avian flu. Past occurrences of epidemics have caused different degrees of damage to the national and local economies in the PRC. A recurrence of an outbreak of SARS, avian flu or any other similar epidemic such as the H1N1 flu (swine flu) could cause a slowdown in the levels of economic activity generally, which could in turn materially and adversely affect our results of operations and the price of our Shares.
# RISKS RELATING TO CONDUCTING OPERATIONS IN THE PRC
Changes in the PRC economic, political and social conditions, as well as government policies, could have a material adverse effect on our business, financial condition, results of operations and prospects
Substantially all of our business assets are located in the PRC and substantially all of our revenue is derived from the PRC. Accordingly, our performance, financial position and prospects are subject, to a significant degree, to the economic, political and legal developments of the PRC. In particular, political and economic policies of the PRC Government could affect our business, financial condition and results of operations and may affect our ability to sustain our growth.
The economy of the PRC differs from the economies of most developed countries in a number of respects, including the extent of government involvement, level of development, growth rate, and control of foreign exchange. Before its adoption of reform and open door policies beginning in 1978, the PRC was primarily a planned economy. Since that time, the PRC Government has been reforming the PRC economic system, and has also begun reforming the government structure in recent years. These reforms have resulted in significant economic growth and social progress. Although the PRC government still owns a significant portion of the productive assets in the PRC, economic reform policies since the late 1970s have emphasised autonomous enterprises and the utilisation of market mechanisms, especially where these policies apply to businesses such as ours. Although we believe these reforms will have a positive effect on our overall and long-term development, we cannot predict whether changes in the PRC’s political, economic and social conditions, laws, regulations and policies will have any adverse effect on our future business and prospects.
Our ability to continue to expand our business is dependent on a number of factors, including general economic and capital market conditions and credit availability from banks or other lenders. Recently, the PRC Government has increased interest rates on bank loans and deposits and tightened the money supply to control growth in lending. Stricter lending policies may, among other things, affect our and our end users’ ability to obtain financing which may in turn adversely affect our growth and financial performance. We cannot assure you that further measures to control growth in lending will not be implemented by the PRC Government in a manner that may adversely affect our growth and profitability over time.
# Uncertainties with respect to the PRC legal system could have a material adverse effect on our business and operations
Our business and operations are primarily conducted in the PRC and are governed by applicable PRC laws, rules and regulations. The PRC legal system is based on written statutes and their interpretation by the Supreme People’s Court. Prior court decisions may be cited for reference, but have limited weight as precedents. Since the late 1970s, the PRC Government has significantly enhanced the PRC legislation and regulations to provide protection to various forms of foreign investments in the
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图表 8：传媒板块重点公司估值
<table><tr><td rowspan="2"></td><td></td><td></td><td></td><td colspan="3">EPS</td><td colspan="3">P E</td></tr><tr><td>股票简称</td><td>代码</td><td>股 价</td><td>2014EPS</td><td>2015EPS</td><td>2016EPS</td><td>2014PE</td><td>2015PE</td><td>2016PE</td></tr><tr><td>互联网</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td rowspan="2">信息服务</td><td>人民网</td><td>603000.SH</td><td>17.36</td><td>0.60</td><td>0.00</td><td>0.25</td><td>29</td><td>0</td><td>68</td></tr><tr><td>三六五网</td><td>300295.SZ</td><td>33.38</td><td>1.88</td><td>0.66</td><td>0.93</td><td>18</td><td>50</td><td>36</td></tr><tr><td rowspan="3">财经服务</td><td>东方财富</td><td>300059.SZ</td><td>21.82</td><td>0.14</td><td>0.97</td><td>0.67</td><td>159</td><td>22</td><td>33</td></tr><tr><td>同花顺</td><td>300033.SZ</td><td>76.62</td><td>0.22</td><td>1.14</td><td>2.22</td><td>348</td><td>67</td><td>34</td></tr><tr><td>大智慧</td><td>601519.SH</td><td>9.24</td><td>0.05</td><td>-0.24</td><td>-0.11</td><td>171</td><td>0</td><td>0</td></tr><tr><td rowspan="5">电子商务</td><td>欧浦钢网</td><td>002711.SZ</td><td>26.50</td><td>0.86</td><td>0.49</td><td>0.72</td><td>31</td><td>55</td><td>37</td></tr><tr><td>快乐购</td><td>300413.SZ</td><td>26.79</td><td>0.47</td><td>0.21</td><td>0.26</td><td>57</td><td>129</td><td>102</td></tr><tr><td>焦点科技</td><td>002315.SZ</td><td>62.80</td><td>1.02</td><td>0.00</td><td>0.92</td><td>62</td><td>0</td><td>69</td></tr><tr><td>生意宝</td><td>002095.SZ</td><td>54.69</td><td>0.16</td><td>0.00</td><td>0.00</td><td>342</td><td>0</td><td>0</td></tr><tr><td>上海钢联</td><td>300226.SZ</td><td>45.82</td><td>0.12</td><td>-1.16</td><td>0.06</td><td>381</td><td>0</td><td>815</td></tr><tr><td rowspan="6">网络游戏</td><td>掌趣科技</td><td>300315.SZ</td><td>11.27</td><td>0.27</td><td>0.17</td><td>0.32</td><td>42</td><td>68</td><td>36</td></tr><tr><td>中青宝</td><td>300052.SZ</td><td>22.00</td><td>-0.08</td><td>0.00</td><td>0.16</td><td>0</td><td>0</td><td>133</td></tr><tr><td>顺网科技</td><td>300113.SZ</td><td>88.94</td><td>0.54</td><td>0.90</td><td>1.46</td><td>165</td><td>99</td><td>61</td></tr><tr><td>天神娱乐</td><td>300114.SZ</td><td>32.00</td><td>0.45</td><td>0.44</td><td>0.58</td><td>71</td><td>72</td><td>55</td></tr><tr><td>昆仑万维</td><td>300418.SZ</td><td>29.70</td><td>1.55</td><td>0.38</td><td>0.49</td><td>19</td><td>77</td><td>61</td></tr><tr><td>游族网络</td><td>002174.SZ</td><td>33.59</td><td>1.67</td><td>1.60</td><td>0.81</td><td>20</td><td>21</td><td>42</td></tr><tr><td>网络视频</td><td>乐视网</td><td>300104.SZ</td><td>58.80</td><td>0.44</td><td>0.32</td><td>0.47</td><td>134</td><td>186</td><td>124</td></tr><tr><td rowspan="4">移动互联网/SP</td><td>拓维信息</td><td>002261.SZ</td><td>14.04</td><td>0.14</td><td>0.41</td><td>0.26</td><td>100</td><td>34</td><td>54</td></tr><tr><td>北纬通信</td><td>002148.SZ</td><td>18.20</td><td>0.06</td><td>0.02</td><td>0.21</td><td>303</td><td>778</td><td>86</td></tr><tr><td>朗玛信息</td><td>300288.SZ</td><td>35.39</td><td>0.33</td><td>0.23</td><td>0.34</td><td>107</td><td>155</td><td>104</td></tr><tr><td>神州泰岳</td><td>300002.SZ</td><td>8.52</td><td>0.49</td><td>0.20</td><td>0.24</td><td>18</td><td>43</td><td>36</td></tr><tr><td rowspan="2">互联网支撑商</td><td>二六三</td><td>002467.SZ</td><td>13.93</td><td>0.31</td><td>0.12</td><td>0.19</td><td>45</td><td>119</td><td>72</td></tr><tr><td>网宿科技</td><td>300017.SZ</td><td>63.81</td><td>1.54</td><td>1.02</td><td>1.70</td><td>41</td><td>62</td><td>37</td></tr><tr><td rowspan="2">互联网金融</td><td>腾邦国际</td><td>300178.SZ</td><td>19.55</td><td>0.53</td><td>0.30</td><td>0.42</td><td>37</td><td>65</td><td>47</td></tr><tr><td>京天利</td><td>300399.SZ</td><td>38.99</td><td>0.57</td><td>0.00</td><td>0.00</td><td>68</td><td>0</td><td>0</td></tr><tr><td>传 媒</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td rowspan="16">图书出版</td><td>中南传媒</td><td>601098.SH</td><td>17.44</td><td>0.82</td><td>1.02</td><td>1.17</td><td>21</td><td>17</td><td>15</td></tr><tr><td>天舟文化</td><td>300148.SZ</td><td>18.90</td><td>0.39</td><td>0.39</td><td>0.71</td><td>48</td><td>48</td><td>27</td></tr><tr><td>皖新传媒</td><td>601801.SH</td><td>22.02</td><td>0.76</td><td>0.97</td><td>0.99</td><td>29</td><td>23</td><td>22</td></tr><tr><td>凤凰传媒</td><td>601928.SH</td><td>10.63</td><td>0.47</td><td>0.57</td><td>0.54</td><td>22</td><td>19</td><td>20</td></tr><tr><td>新华传媒</td><td>600825.SH</td><td>8.20</td><td>0.05</td><td>0.00</td><td>0.00</td><td>164</td><td>0</td><td>0</td></tr><tr><td>青岛碱业</td><td>600229.SH</td><td>11.79</td><td>0.19</td><td>0.00</td><td>0.00</td><td>62</td><td>0</td><td>0</td></tr><tr><td>时代出版</td><td>600551.SH</td><td>16.99</td><td>0.77</td><td>0.82</td><td>0.86</td><td>22</td><td>21</td><td>20</td></tr><tr><td>出版传媒</td><td>601999.SH</td><td>9.30</td><td>0.14</td><td>0.00</td><td>0.00</td><td>66</td><td>0</td><td>0</td></tr><tr><td>大地传媒</td><td>000719.SZ</td><td>14.49</td><td>0.87</td><td>0.00</td><td>0.00</td><td>17</td><td>0</td><td>0</td></tr><tr><td>视觉中国</td><td>000681.SZ</td><td>23.87</td><td>0.23</td><td>0.25</td><td>0.38</td><td>102</td><td>95</td><td>62</td></tr><tr><td>长江传媒</td><td>600757.SH</td><td>7.51</td><td>0.17</td><td>0.00</td><td>0.36</td><td>44</td><td>0</td><td>21</td></tr><tr><td>中文在线</td><td>300364.SZ</td><td>93.35</td><td>0.51</td><td>0.44</td><td>0.60</td><td>183</td><td>212</td><td>154</td></tr><tr><td>中文传媒</td><td>600373.SH</td><td>20.79</td><td>0.68</td><td>0.87</td><td>1.02</td><td>31</td><td>24</td><td>20</td></tr><tr><td>华闻传媒</td><td>000793.SZ</td><td>9.15</td><td>0.53</td><td>0.00</td><td>0.00</td><td>17</td><td>0</td><td>0</td></tr><tr><td>华媒控股</td><td>000794.SZ</td><td>0.00</td><td>0.00</td><td>0.00</td><td>0.00</td><td>0</td><td>0</td><td>0</td></tr><tr><td>浙报传媒</td><td>600633.SH</td><td>15.58</td><td>0.44</td><td>0.49</td><td>0.54</td><td>35</td><td>32</td><td>29</td></tr><tr><td rowspan="3">影视动漫</td><td>华谊兄弟</td><td>300027.SZ</td><td>27.58</td><td>0.73</td><td>0.78</td><td>0.88</td><td>38</td><td>35</td><td>31</td></tr><tr><td>华策影视</td><td>300133.SZ</td><td>25.90</td><td>0.62</td><td>0.46</td><td>0.62</td><td>42</td><td>56</td><td>42</td></tr><tr><td>华录百纳</td><td>300291.SZ</td><td>23.12</td><td>0.52</td><td>0.47</td><td>0.60</td><td>44</td><td>49</td><td>38</td></tr></table>
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3434792_10.pdf
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en
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<table><tr><td rowspan="7"></td><td>中视传媒</td><td>600088.SH</td><td>21.51</td><td>0.16</td><td>0.00</td><td>0.00</td><td>135</td><td>0</td><td>0</td></tr><tr><td>光线传媒</td><td>300251.SZ</td><td>25.47</td><td>0.33</td><td>0.31</td><td>0.42</td><td>77</td><td>82</td><td>60</td></tr><tr><td>万达院线</td><td>002739.SZ</td><td>80.30</td><td>1.60</td><td>1.05</td><td>1.61</td><td>50</td><td>77</td><td>50</td></tr><tr><td>慈文传媒</td><td>002343.SZ</td><td>41.56</td><td>0.27</td><td>0.63</td><td>0.99</td><td>152</td><td>66</td><td>42</td></tr><tr><td>宋城演艺</td><td>300144.SZ</td><td>27.30</td><td>0.65</td><td>0.45</td><td>0.66</td><td>42</td><td>61</td><td>41</td></tr><tr><td>新文化</td><td>300336.SZ</td><td>27.80</td><td>0.63</td><td>0.64</td><td>0.72</td><td>44</td><td>44</td><td>39</td></tr><tr><td>奥飞动漫</td><td>002292.SZ</td><td>33.77</td><td>0.68</td><td>0.44</td><td>0.56</td><td>50</td><td>77</td><td>60</td></tr><tr><td rowspan="11">营销服务</td><td>蓝色光标</td><td>300058.SZ</td><td>10.86</td><td>0.75</td><td>0.17</td><td>0.38</td><td>14</td><td>65</td><td>29</td></tr><tr><td>省广股份</td><td>002400.SZ</td><td>18.27</td><td>0.74</td><td>0.66</td><td>0.76</td><td>25</td><td>28</td><td>24</td></tr><tr><td>华谊嘉信</td><td>300071.SZ</td><td>9.00</td><td>0.20</td><td>0.22</td><td>0.24</td><td>45</td><td>42</td><td>38</td></tr><tr><td>粤传媒</td><td>002181.SZ</td><td>8.68</td><td>0.33</td><td>0.00</td><td>0.00</td><td>27</td><td>0</td><td>0</td></tr><tr><td>思美传媒</td><td>002712.SZ</td><td>114.20</td><td>0.84</td><td>1.28</td><td>2.01</td><td>136</td><td>89</td><td>57</td></tr><tr><td>北巴传媒</td><td>600386.SH</td><td>18.72</td><td>0.47</td><td>0.00</td><td>0.52</td><td>40</td><td>0</td><td>36</td></tr><tr><td>利欧股份</td><td>002131.SZ</td><td>19.25</td><td>0.48</td><td>0.31</td><td>0.55</td><td>40</td><td>62</td><td>35</td></tr><tr><td>明家科技</td><td>300242.SZ</td><td>36.30</td><td>0.05</td><td>0.21</td><td>0.67</td><td>726</td><td>171</td><td>55</td></tr><tr><td>龙韵股份</td><td>603729.SH</td><td>73.81</td><td>1.57</td><td>0.00</td><td>0.00</td><td>47</td><td>0</td><td>0</td></tr><tr><td>腾信股份</td><td>300392.SZ</td><td>28.36</td><td>1.72</td><td>0.36</td><td>0.54</td><td>16</td><td>78</td><td>52</td></tr><tr><td>科达股份</td><td>600986.SH</td><td>18.20</td><td>0.16</td><td>0.18</td><td>0.55</td><td>114</td><td>101</td><td>33</td></tr><tr><td rowspan="7">有线网络运营商</td><td>歌华有线</td><td>600037.SH</td><td>15.09</td><td>0.54</td><td>0.53</td><td>0.55</td><td>28</td><td>28</td><td>27</td></tr><tr><td>天威视讯</td><td>002238.SZ</td><td>17.41</td><td>0.54</td><td>0.48</td><td>0.60</td><td>32</td><td>36</td><td>29</td></tr><tr><td>广电网络</td><td>600831.SH</td><td>12.60</td><td>0.21</td><td>0.24</td><td>0.29</td><td>61</td><td>52</td><td>44</td></tr><tr><td>吉视传媒</td><td>601929.SH</td><td>4.18</td><td>0.28</td><td>0.00</td><td>0.14</td><td>15</td><td>0</td><td>29</td></tr><tr><td>电广传媒</td><td>000917.SZ</td><td>17.99</td><td>0.23</td><td>0.43</td><td>0.59</td><td>78</td><td>41</td><td>31</td></tr><tr><td>湖北广电</td><td>000665.SZ</td><td>15.40</td><td>0.51</td><td>0.67</td><td>0.75</td><td>30</td><td>23</td><td>21</td></tr><tr><td>东方明珠</td><td>600832.SH</td><td>23.18</td><td>0.37</td><td>0.00</td><td>0.00</td><td>63</td><td>0</td><td>0</td></tr><tr><td rowspan="4">IPTV/互联网电视</td><td>百视通</td><td>600637.SH</td><td>25.65</td><td>0.71</td><td>1.05</td><td>1.16</td><td>36</td><td>24</td><td>22</td></tr><tr><td>当代东方</td><td>000673.SZ</td><td>15.17</td><td>0.00</td><td>0.37</td><td>0.34</td><td>0</td><td>41</td><td>45</td></tr><tr><td>金亚科技</td><td>300028.SZ</td><td>20.00</td><td>0.10</td><td>0.00</td><td>0.00</td><td>200</td><td>0</td><td>0</td></tr><tr><td>华数传媒</td><td>000156.SZ</td><td>19.19</td><td>0.33</td><td>0.00</td><td>0.44</td><td>58</td><td>0</td><td>43</td></tr><tr><td rowspan="6">体 育</td><td>中体产业</td><td>600158.SH</td><td>18.66</td><td>0.12</td><td>0.12</td><td>0.20</td><td>153</td><td>152</td><td>93</td></tr><tr><td>雷曼光电</td><td>300162.SZ</td><td>23.84</td><td>0.19</td><td>0.14</td><td>0.21</td><td>125</td><td>174</td><td>114</td></tr><tr><td>强生控股</td><td>600662.SH</td><td>12.27</td><td>0.18</td><td>0.20</td><td>0.22</td><td>69</td><td>60</td><td>55</td></tr><tr><td>广弘控股</td><td>000529.SZ</td><td>8.92</td><td>0.26</td><td>0.00</td><td>0.00</td><td>34</td><td>0</td><td>0</td></tr><tr><td>国旅联合</td><td>600358.SH</td><td>13.50</td><td>-0.38</td><td>0.04</td><td>0.03</td><td>0</td><td>350</td><td>489</td></tr><tr><td>鸿博股份</td><td>002229.SZ</td><td>27.19</td><td>0.09</td><td>0.04</td><td>0.07</td><td>293</td><td>687</td><td>409</td></tr></table>
来源：中泰证券研究所
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3435455_3.pdf
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en
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<table><tr><td>“Galaxy International Holdings”</td><td>China Galaxy International Financial Holdings Company Limited（中國銀河國際金融
控股有限公司）, owned as to 100% by the Company and a wholly-owned subsidiary
of the Company</td></tr><tr><td>“Galaxy Jinhui”</td><td>Galaxy Jinhui Securities Assets Management Co., Ltd.（ 銀河金匯證券資產管理有限
公司）, owned as to 100% by the Company and a wholly-owned subsidiary of the
Company</td></tr><tr><td>“Group”</td><td>the Company and its subsidiaries</td></tr><tr><td>“H Share(s)”</td><td>overseas listed foreign shares in the share capital of the Company with a nominal
value of RMB1.00 each, which is (are) listed on the Hong Kong Stock Exchange and
are subscribed for and traded in HK dollars</td></tr><tr><td>“HK$”or“HK dollars”</td><td>Hong Kong dollars, the lawful currency of Hong Kong</td></tr><tr><td>“Hong Kong”</td><td>the Hong Kong Special Administrative Region of the PRC</td></tr><tr><td>“Hong Kong Stock Exchange”</td><td>The Stock Exchange of Hong Kong Limited</td></tr><tr><td>“Huijin”</td><td>Central Huijin Investment Ltd.（中央滙金投資有限責任公司）, which held an equity
interest of 69.07% of Galaxy Financial Holdings</td></tr><tr><td>“IPO”</td><td>Initial Public Offering</td></tr><tr><td>“Stock Exchange Listing Rules”</td><td>the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (as
amended from time to time)</td></tr><tr><td>“margin and securities refinancing”</td><td>a business in which securities firms can act as intermediaries to borrow funds or
securities from the China Securities Finance Co., Ltd. and lend such funds and
securities to their clients</td></tr><tr><td>“Model Code”</td><td>the Model Code for Securities Transactions by Directors of Listed Companies set out
in the Appendix 10 to the Stock Exchange Listing Rules</td></tr><tr><td>“New OTC Board”</td><td>National Equities Exchange and Quotations for medium and small-sized enterprises</td></tr><tr><td>“PRC”or“China”</td><td>the People’s Republic of China, and for the purposes of this report, excluding Hong
Kong, Macau Special Administrative Region and Taiwan region</td></tr><tr><td>“QDII”</td><td>Qualified Domestic Institutional Investor</td></tr><tr><td>“QFII”</td><td>Qualified Foreign Institutional Investor</td></tr><tr><td>“RMB”or“Renminbi”</td><td>Renminbi, the lawful currency of the PRC</td></tr><tr><td>“Reporting Period”</td><td>the period from 1 January 2018 to 31 December 2018</td></tr><tr><td>“RQFII”</td><td>Renminbi Qualified Foreign Institutional Investor, a pilot program launched in the PRC
which allows Hong Kong subsidiaries of PRC brokerage companies and fund houses
to facilitate investments of offshore Renminbi into the PRC capital markets</td></tr></table>
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3435455_4.pdf
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en
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<table><tr><td>“SASAC”</td><td>the State-owned Assets Supervision and Administration Committee of the State
Council（ 國務院國有資產監督管理委員會）</td></tr><tr><td>“Securities Law”</td><td>the Securities Law of the People’s Republic of China</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 Laws of Hong Kong) as
amended, supplemented or otherwise modified from time to time</td></tr><tr><td>“Singapore dollars”</td><td>Singapore dollars, the lawful currency of Singapore</td></tr><tr><td>“SHCI”</td><td>the Shanghai Composite Index</td></tr><tr><td>“SSE”</td><td>the Shanghai Stock Exchange</td></tr><tr><td>“SSE Listing Rules”</td><td>the Rules Governing the Listing of Securities on the Shanghai Stock Exchange (as
amended from time to time)</td></tr><tr><td>“Supervisors”</td><td>supervisors of the Company</td></tr><tr><td>“Supervisory Committee”</td><td>the supervisory committee of the Company</td></tr><tr><td>“SZCI”</td><td>the Shenzhen Component Index</td></tr><tr><td>“SZSE”</td><td>the Shenzhen Stock Exchange</td></tr><tr><td>“US$”or“U.S. dollars”or“USD”</td><td>United States dollars, the lawful currency of the United States</td></tr><tr><td>“VaR”</td><td>value at risk</td></tr></table>
Notes:
1. In this report, any discrepancies between totals and sums of amounts listed are due to rounding.
2. This report is prepared in both Chinese and English languages and in the event of any inconsistency, the Chinese version shall prevail.
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20795819_141.pdf
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en
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required (other than pursuant to Section 4.06(b)) to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.
“New York Uniform Commercial Code ” means the Uniform Commercial Code as in effect from time to time in the State of New York.
“Note Guarantee” means a Guarantee of the Notes pursuant to this Indenture.
“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.
“Obligations” means any principal, interest, penalties, fees, expenses, indemnifications, reimbursements, damages and other liabilities (including all interest accruing after the commencement of any insolvency or liquidation proceeding, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding) under the documentation governing any Indebtedness.
“Of ering Memorandum” means the final offering memorandum, dated December 8, 2016, relating to the offering of the Notes.
“Of icer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Senior Vice President, any Vice President or any Assistant Vice President of such Person.
“Of icer’s Certificate” means a certificate signed on behalf of a Person by an Officer of such Person that meets the requirements of this Indenture.
“Opinion of Counsel” means an opinion from legal counsel (who may be counsel to or an employee of the Issuer), or other counsel who is reasonably acceptable to the Trustee, that meets the requirements of this Indenture.
“Participant” means, with respect to the Depositary, a Person who has an account with the Depositary (and, with respect to DTC, shall include Euroclear and Clearstream).
“Permitted Asset Swap” means any transfer of properties or assets by the Issuer or any of its Restricted Subsidiaries in which the consideration received by the transferor consists primarily of properties or assets to be used in a Similar Business; provided that the fair market value (determined in good faith by the Board of Directors of the Issuer if such amount is reasonably likely to exceed \$50.0 million) of properties or assets received by the Issuer or any such Restricted
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20795819_142.pdf
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en
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Subsidiary in connection with such Permitted Asset Swap is at least equal to the fair market value (determined in good faith by the Board of Directors of the Issuer if such amount is reasonably likely to exceed \$50.0 million) of properties or assets transferred by the Issuer or such Restricted Subsidiary in connection with such Permitted Asset Swap.
“Permitted Investments” means:
(1) any Investment in the Issuer or in a Restricted Subsidiary of the Issuer;
(2) any Investment in cash, Cash Equivalents or Investment Grade Securities;
(3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result of such Investment:
(a)such Person becomes a Restricted Subsidiary of the Issuer; or
(b)such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer;
(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of Section 4.06 or any other disposition of assets not constituting an Asset Sale;
(5) any Investment existing on the Issue Date and any amendment, modification, restatement, supplement, extension, renewal, refunding, replacement or refinancing, in whole or in part thereof; provided, that such amendment, modification, restatement, supplement, extension, renewal, refunding, replacement or refinancing does not increase the aggregate principal amount thereof;
(6) advances to, or guarantees of Indebtedness of, employees not in excess of \$10.0 million outstanding at any one time in the aggregate;
(7) any Investment acquired by the Issuer or any of its Restricted Subsidiaries in satisfaction of judgments, settlements of debt or compromises of obligations incurred in the ordinary course of business;
(8) any Investment acquired by the Issuer or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Issuer of such other Investment or accounts receivable, or (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;
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2589034_70.pdf
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en
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# Performance Share Unit Awards
On February 8, 2017, February 16, 2016 and February 17, 2015, the Company awarded its executive officers (in the aggregate) a target number of performance share units (“PSU’s”) equal to 57,110, 79,108 and 56,389 PSU’s, respectively. Each PSU represents a contingent right to receive one common share of the Company if vesting is satisfied at the end of a threeyear performance period (the “Performance Period”). The ultimate number of PSU’s that will vest and be earned, if any, after the completion of the Performance Period, is based on (1) (a) the Company’s cumulative pretax income from operations, excluding extraordinary items as defined in the underlying award agreements with the executive officers, over the Performance Period (weighted 80%) (the “Performance Condition”), and (b) the Company’s relative total shareholder return over the Performance Period compared to the total shareholder return of a peer group of other publiclytraded homebuilders (weighted 20%) (the “Market Condition”) and (2) the participant’s continued employment through the end of the Performance Period, except in the case of termination due to death, disability or retirement or involuntary termination without cause by the Company. The number of PSU’s that vest may increase by up to 50% from the target number based on levels of achievement of the above criteria as set forth in the applicable award agreements and decrease to zero if the Company fails to meet the minimum performance levels for both of the above criteria. If the Company achieves the minimum performance levels for both of the above criteria, 50% of the target number of PSU’s will vest and be earned. Any portion of PSU’s that does not vest at the end of the Performance Period will be forfeited. Additionally, the PSU’s have no dividend or voting rights during the Performance Period.
The grant date fair value of the portion of the PSU’s subject to the Performance Condition and the Market Condition component was\$23.34 and \$19.69, respectively, for the 2017 PSU’s \$16.85 and \$15.75, respectively, for the 2016 PSU’s and \$21.28 and \$18.92, respectively, for the 2015 PSU’s. In accordance with ASC 718, for the portion of the PSU’s subject to a Market Condition, stockbased compensation expense is derived using the Monte Carlo simulation methodology and is recognized ratably over the service period regardless of whether or not the attainment of the Market Condition is probable. Therefore, the Company recognized \$0.3 million in stockbased compensation expense during 2017 related to the Market Condition portion of the 2017, 2016 and 2015 PSU awards. There was a total of \$0.2 million of unrecognized stockbased compensation expense related to the Market Condition portion of the 2017 and 2016 PSU awards as of December 31, 2017. At December 31, 2017, the Market Condition for the 2015 PSU awards was met, and the company recorded \$0.2 million of stockbased compensation expense. Based on these results and board approval, 11,503 PSU’s vested during the first quarter of 2018 with respect to the portion of the 2015 PSU’s subject to the Market Condition.
For the portion of the PSU’s subject to a Performance Condition, we recognize stockbased compensation expense on a straightline basis over the Performance Period based on the probable outcome of the related Performance Condition. Otherwise, stockbased compensation expense recognition is deferred until probability is attained and a cumulative stockbased compensation expense adjustment is recorded and recognized ratably over the remaining service period. The Company reassesses the probability of the satisfaction of the Performance Condition on a quarterly basis, and stockbased compensation expense is adjusted based on the portion of the requisite service period that has passed. As of December 31, 2017, the Company had not recognized any stockbased compensation expense related to the Performance Condition portion of the 2017 PSU awards. If the Company achieves the minimum performance levels for the Performance Condition to be met for the 2017 awards, the Company would record unrecognized stockbased compensation expense of \$0.5 million as of December 31, 2017, for which \$0.2 million would be immediately recognized had attainment been probable at December 31, 2017. The Company recognized \$0.4 million of stockbased compensation expense related to the Performance Condition portion of the 2016 PSU awards during 2017 based on the probability of attaining the performance condition. The Company has \$0.2 million of unrecognized stockbased compensation expense for the 2016 PSU awards at December 31, 2017. The Company recognized \$1.1 million of stock-based compensation expense for the 2015 PSU awards as of December 31, 2017 which met the maximum performance level at December 31, 2017. Based on these results and board approval, 67,668 PSU’s vested during the first quarter of 2018 with respect to the portion of the 2015 PSU’s subject to the Performance Condition.
# Deferred Compensation Plans
The purpose of the Company’s Amended and Restated Executives’ Deferred Compensation Plan (the “Executive Plan”), a nonqualified deferred compensation plan, is to provide an opportunity for certain eligible employees of the Company to defer a portion of their compensation and to invest in the Company’s common shares. The purpose of the Company’s Amended and Restated Director Deferred Compensation Plan (the “Director Plan”) is to provide its directors with an opportunity to defer their director compensation and to invest in the Company’s common shares.
Compensation expense deferred into the Executive Plan and the Director Plan (together the “Plans”) totaled \$0.4 million, \$0.1 million and \$0.3 million for the years ended December 31, 2017, 2016 and 2015. The portion of cash compensation deferred by employees and directors under the Plans is invested in fullyvested equity units in the Plans. One equity unit is the equivalent of one common share. Equity units and the related dividends will be converted and distributed to the employee or director in the
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form of common shares at the earlier of his or her elected distribution date or termination of service as an employee or director of the Company. Distributions from the Plans totaled \$0.2 million during the years ended December 31, 2017 and 2016, and less than \$0.1 million during the year ended December 31, 2015. As of December 31, 2017, there were a total of 51,787 equity units with a value of\$1.2 million outstanding under the Plans. The aggregate fair market value of these units at December 31, 2017, based on the closing price of the underlying common shares, was approximately \$2.4 million, and the associated deferred tax benefit the Company would recognize if the outstanding units were distributed was \$1.3 million as of December 31, 2017. Common shares are issued from treasury shares upon distribution of equity units from the Plans.
# Profit Sharing and Retirement Plan
The Company has a profitsharing and retirement plan that covers substantially all Company employees and permits participants to make contributions to the plan on a pretax basis in accordance with the provisions of Section 401(k) of the Internal Revenue Code of 1986, as amended. Company contributions to the plan are also made at the discretion of the Company’s board of directors based on the Company’s profitability and resulted in a \$1.8 million, \$1.4 million and \$1.2 million expense for the years ended December 31, 2017, 2016 and 2015, respectively.
# NOTE 3. Fair Value Measurements
There are three measurement input levels for determining fair value: Level 1, Level 2, and Level 3. Fair values determined by Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
# Assets Measured on a Recurring Basis
To meet financing needs of our homebuying customers, M/I Financial is party to interest rate lock commitments (“IRLCs”), which are extended to customers who have applied for a mortgage loan and meet certain defined credit and underwriting criteria. These IRLCs are considered derivative financial instruments. M/I Financial manages interest rate risk related to its IRLCs and mortgage loans held for sale through the use of forward sales of mortgagebacked securities (“FMBSs”), the use of bestefforts whole loan delivery commitments, and the occasional purchase of options on FMBSs in accordance with Company policy. These FMBSs, options on FMBSs, and IRLCs covered by FMBSs are considered nondesignated derivatives. These amounts are either recorded in Other Assets or Other Liabilities on the Consolidated Balance Sheets (depending on the respective balance for that year ended December 31).
The Company measures both mortgage loans held for sale and IRLCs at fair value. Fair value measurement results in a better presentation of the changes in fair values of the loans and the derivative instruments used to economically hedge them.
In the normal course of business, our financial services segment enters into contractual commitments to extend credit to buyers of single-family homes with fixed expiration dates. The commitments become effective when the borrowers “lockin” a specified interest rate within established time frames. Market risk arises if interest rates move adversely between the time of the “lockin” of rates by the borrower and the sale date of the loan to an investor. To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, the Company enters into optional or mandatory delivery forward sale contracts to sell whole loans and mortgagebacked securities to broker/dealers. The forward sale contracts lock in an interest rate and price for the sale of loans similar to the specific rate lock commitments. The Company does not engage in speculative or trading derivative activities. Both the rate lock commitments to borrowers and the forward sale contracts to broker/dealers or investors are undesignated derivatives, and accordingly, are marked to fair value through earnings. Changes in fair value measurements are included in earnings in the accompanying Consolidated Statements of Income.
The fair value of mortgage loans held for sale is estimated based primarily on published prices for mortgagebacked securities with similar characteristics. To calculate the effects of interest rate movements, the Company utilizes applicable published mortgagebacked security prices, and multiplies the price movement between the rate lock date and the balance sheet date by the notional loan commitment amount. The Company sells loans on a servicing released or servicing retained basis, and receives servicing compensation. Thus, the value of the servicing rights included in the fair value measurement is based upon contractual terms with investors and depends on the loan type. The Company applies a fallout rate to IRLCs when measuring the fair value of rate lock commitments. Fallout is defined as locked loan commitments for which the Company does not close a mortgage loan and is based on management’s judgment and company experience.
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FINANCIAL INFORMATION
The following table sets out the details of our current assets and liabilities as at the end of the financial years indicated.
<table><tr><td rowspan="4"></td><td colspan="3">At 31 December</td><td> At 31 May</td><td>At
30 September</td></tr><tr><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2011</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>(audited)</td><td> (audited)</td><td> (audited)</td><td> (audited)</td><td> (unaudited)</td></tr><tr><td>Current assets</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Loan receivables</td><td>156,381</td><td>118,795</td><td>123,074</td><td>130,194</td><td>138,137</td></tr><tr><td>Prepayments, deposits and other
receivables</td><td>394</td><td>851</td><td>4,197</td><td>4,296</td><td>4,664</td></tr><tr><td>Due from a related company</td><td>226</td><td>—
</td><td>—
</td><td>—
</td><td>—
</td></tr><tr><td>Cash and cash equivalents</td><td>6,772</td><td>8,388</td><td>1,848</td><td>5,362</td><td>6,170</td></tr><tr><td>Tax receivable</td><td>—
</td><td>—
</td><td>932</td><td>1,316</td><td>293</td></tr><tr><td>Total current assets</td><td>163,773</td><td>128,034</td><td>130,051</td><td>141,168</td><td>149,264</td></tr><tr><td>Current liabilities</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Account payables</td><td>76</td><td>56</td><td>—
</td><td>—
</td><td>—
</td></tr><tr><td>Accruals and other payables</td><td>2,727</td><td>2,380</td><td>5,965</td><td>6,868</td><td>5,332</td></tr><tr><td>Interest-bearing loans</td><td>30,500</td><td>15,606</td><td>35,686</td><td>45,260</td><td>36,920</td></tr><tr><td>Tax payable</td><td>5,840</td><td>2,185</td><td>—
</td><td>—
</td><td>—
</td></tr><tr><td>Total current liabilities</td><td>39,143</td><td>20,227</td><td>41,651</td><td>52,128</td><td>42,252</td></tr><tr><td>Net current assets</td><td>124,630</td><td>107,807</td><td>88,400</td><td>89,040</td><td>107,012</td></tr></table>
Net current assets remained stable as at 31 December 2009 at HK\$107.8 million compared with as at 31 December 2008. The amount of loan receivables had reduced by about 24% from HK\$156.4 million to HK\$118.8 million mainly due to the repayment of loans of an aggregate of HK\$22.8 million by a customer in September and November 2009 respectively and repayment of several fixed loans and mortgage loans during the year. As we had financed the loan to the aforesaid customer partly with short term borrowings, our Group had substantially repaid such short term borrowings after the customer’s repayment. As our equity capital increased with our profitability, we had progressively reduced our reliance on borrowings to fund our operations. Consequently, short term loans borrowed from Independent Third Party Lenders and Shareholders reduced substantially from HK\$30.5 million as at 31 December 2008 to nil as at 31 December 2009. Meanwhile, our Group obtained a mortgage loan in 2009 which amounted to approximately HK\$15.6 million as at 31 December 2009 in relation to the acquisition of office premises for own use and as investment properties.
Net current assets decreased by approximately 18.0% from HK\$107.8 million as at 31 December 2009 to HK\$88.4 million as at 31 December 2010 as we had drawn down two loans from Independent Third Party lenders which in aggregate amounted to HK\$20.0 million. Prepayments, deposits and other receivables increased from HK\$0.9 million as at 31 December 2009 to HK\$4.2 million as at 31 December 2010 mainly due to the prepayment
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FINANCIAL INFORMATION
of listing expenses during the year. Accruals and other payables increased from HK\$2.4 million as at 31 December 2009 to HK\$6.0 million as at 31 December 2010 due mainly to accruals for expenses relating to the Listing. There was tax receivable amounting to about HK\$0.9 million due to refund of provisional tax previously paid which was higher than actual tax payable for the year ended 31 December 2010.
As a result of (i) our expansion of loan portfolio during the second half of 2010 where loan receivables increased from HK\$118.8 million as at 31 December 2009 to HK\$123.1 million as at 31 December 2010; and (ii) payment of the Pre-IPO Dividend in October 2010, our cash balance as at year-end decreased from approximately HK\$8.4 million as at 31 December 2009 to HK\$1.8 million as at 31 December 2010. To finance our loan portfolio expansion, we had also incurred the aforesaid HK\$20 million in additional borrowings.
Net current assets remained relatively stable at approximately HK\$89.0 million as at 31 May 2011. Our loan receivable balances increased from HK\$123.1 million as at 31 December 2010 to HK\$130.2 million as at 31 May 2011. Meanwhile, the interest-bearing loans balance increased from HK\$35.7 million as at 31 December 2010 to HK\$45.3 million as at 31 May 2011 as we obtained additional borrowings from Independent Third Party lenders during the period to finance our loan portfolio expansion. Our accruals and other payables increased from HK\$6.0 million to HK\$6.9 million due mainly to increased accruals for operating expenses. Our cash and cash equivalent balance increased to HK\$5.4 million as at 31 May 2011.
# Cash Flow
The following table sets out a summary of net cash flow for the financial years indicated.
<table><tr><td rowspan="3"></td><td colspan="3">Year ended 31 December</td><td colspan="2">Five months
ended 31 May</td></tr><tr><td>2008</td><td>2009</td><td>2010</td><td>2010</td><td>2011</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>Net cash (used in)/from operating activities</td><td>(61,401)</td><td>69,321</td><td>(15,100)</td><td>14,536</td><td>(5,453)</td></tr><tr><td>Net cash used in investing activities</td><td>(768)</td><td>(48,200)</td><td>(5,408)</td><td>(10,763)</td><td>166</td></tr><tr><td>Net cash from/(used in) financing activities</td><td>64,885</td><td>(19,505)</td><td>13,968</td><td>225</td><td>8,801</td></tr><tr><td>Net increase/(decrease) in cash and cash
equivalents</td><td>2,716</td><td>1,616</td><td>(6,540)</td><td>3,998</td><td>3,514</td></tr><tr><td>Cash and cash equivalents at beignning of
year/iperod</td><td>4,056</td><td>6,772</td><td>8,388</td><td>8,388</td><td>1,848</td></tr><tr><td>Cash and cash equivalents at end of
year/period</td><td>6,772</td><td>8,388</td><td>1,848</td><td>12,386</td><td>5,362</td></tr></table>
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<table><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>-6,296,285.56</td><td></td><td>-6,296,285.56</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><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></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><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><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></table>
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<table><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><tr><td>（六）
其他</td><td></td><td></td><td></td><td></td><td></td><td>1,265,244.31</td><td></td><td></td><td></td><td></td><td></td><td>-1,265,244.31</td></tr><tr><td>四、本
期期末
余额</td><td>180,000,000.0
0</td><td></td><td></td><td></td><td>240,565,187.1
0</td><td>1,265,244.31</td><td>-830,917.34</td><td></td><td>44,144,527.22</td><td>346,310,796.36</td><td></td><td>808,924,349.0
3</td></tr></table>
上期金额
单位：元
<table><tr><td rowspan="3">项目</td><td colspan="12">2020 年年度</td></tr><tr><td rowspan="2">股本</td><td colspan="3">其他权益
工具</td><td rowspan="2">资本公积</td><td rowspan="2">减：库存股</td><td rowspan="2">其他综合收
益</td><td rowspan="2">专
项
储
备</td><td rowspan="2">盈余公积</td><td rowspan="2">未分配利润</td><td rowspan="2">其
他</td><td rowspan="2">所有者权益合
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
额</td><td>180,000,000.00</td><td></td><td></td><td></td><td>240,565,1
87.10</td><td></td><td>1,056,133.1
3</td><td></td><td>33,048,564.75</td><td>261,743,419.67</td><td></td><td>716,413,304.65</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>6,355.70</td><td>57,201.32</td><td></td><td>63,557.02</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>180,000,000.00</td><td></td><td></td><td></td><td>240,565,1
87.10</td><td></td><td>1,056,133.1
3</td><td></td><td>33,054,920.45</td><td>261,800,620.99</td><td></td><td>716,476,861.67</td></tr><tr><td>三、本
期增
减变
动金
额（减
少以</td><td></td><td></td><td></td><td></td><td></td><td></td><td>-301,637.64</td><td></td><td>3,178,245.61</td><td>19,604,210.44</td><td></td><td>22,480,818.41</td></tr></table>
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Figure 3. (Top) Evolution of the gravitational potential \( \Psi \) normalized by its initial value \( \Psi ^ { ( s ) } \) for the wavenumber \( k \) =0.01 \( \mathrm { M p c } ^ { - 1 } \). We show the evolution of \( \Psi / \Psi ^ { ( s ) } \) for four models listed in Table I and also for \( \Lambda ^ { \prime } \) CDM (black line). (Bottom) Percentage relative difference of \( \Psi \) relative to that in \( \Lambda ^ { \prime } \) CDM. The cosmological parameters used for this plot are the Planck 2015 best-fit values for \( \Lambda \) CDM [105] (which is also the case for plots in Figs. 5 and 6). The physical interpretation of this figure is discussed in Sec. IV.
\( \Lambda \) CDM at high redshifts (\( a \lesssim 1 0 ^ { - 2 } \)). This property arises from the dominance of \( x _ { 4 } \) over \( x _ { 1 , 2 , 3 } \) at early times, in which case the relative density abundances between dark energy and matter fluids are modified. Besides this effect, the non-negligible early-time contribution of \( x _ { 4 } \) to scalar perturbations gives rise to a scale-dependent evolution of gravitational potentials, which manifests itself in the k-dependent variation of \( \mu ( a , k ) \) and \( \Sigma ( a , k ) \). In Fig. 4, we plot the evolution of \( \Psi \) in BH1 for three different values of k. For perturbations on smaller scales, the deviation from \( \Lambda \) CDM tends to be more significant. In models BH2, BH3, and GGC, the early-time evolution of \( \Psi \) is similar to that in \( \Lambda ^ { \prime } \) CDM, but they exhibit large deviations from \( \Lambda \) CDM at late times.
At low redshifts, the lensing gravitational potential \( \phi _ { \mathrm { l e n } } = ( \Psi + \Phi ) / 2 \) evolves in a similar way to \( \Psi \), by re-flecting the property \( \mu \simeq \Sigma \) for \( x _ { A } ^ { ( 0 ) } \ll 1 \). The lensing angular power spectrum can be computed by using the line of sight integration method, with the convention [99]
\[ C _ { \ell } ^ { \phi \phi } = 4 \pi \int \frac { \mathrm { d } k } { k } \mathcal { P } ( k ) \left[ \int _ { 0 } ^ { \chi _ { * } } \mathrm { d } \chi \, S _ { \phi } ( k ; \tau _ { 0 } - \chi ) j _ { \ell } ( k \chi ) \right] _ { ( 4 . 7 ) } ^ { 2 } \, , \]
where \( \mathcal { P } ( k ) = \Delta _ { \mathcal { R } } ^ { 2 } ( k ) \) is the primordial power spectrum of curvature perturbations, and \( j _ { \ell } \) is the spherical Bessel function. The source \( S _ { \phi } \) is expressed in terms of the transfer function
\[ S _ { \phi } ( k ; \tau _ { 0 } - \chi ) = 2 T _ { \phi } ( k ; \tau _ { 0 } - \chi ) \left( \frac { \chi _ { * } - \chi } { \chi _ { * } \chi } \right) \, , \qquad ( 4 . 8 ) \]
with \( T _ { \phi } ( k , \tau ) \, = \, k \phi _ { \mathrm { l e n } } \), \( \chi \) is the comoving distance with \( \chi _ { * } \) corresponding to that to the last scattering surface, \( \tau _ { 0 } \) is today’s conformal time \( \textstyle \tau = \int a ^ { - 1 } \mathrm { d } t \) satisfying the relation \( \chi = \tau _ { 0 } - \tau \) . In Fig. 5, we show the lensing power spectra \( \bar { D } _ { \ell } ^ { \phi \phi } = \ell ( \ell + 1 ) C _ { \ell } ^ { \bar { \phi } \phi } / ( 2 \pi ) \) and relative differences in units of the cosmic variance for four models listed in Table I. Since \( \Sigma _ { i } > \) 1 at low redshifts in BH and GGC models, this works to enhance \( D _ { \ell } ^ { \phi \phi } \) compared to \( \Lambda \) CDM. We note that the amplitude of matter density contrast \( \delta _ { m } \) in these models also gets larger than that in \( \Lambda \) CDM by reflecting the fact that \( \mu > \) 1. In Fig. 5, we observe
Figure 4. (Top) Evolution of the gravitational potential \( \Psi \) normalized by its initial value \( \Psi ^ { ( s ) } \) for BH1 and \( \Lambda ^ { \prime } \) CDM with three different wavenumbers: \( k \, = \, 0 . 0 1 , 0 . 1 , 0 . 5 \, \, \, \mathrm { M p c } ^ { - 1 } \). In Table I, we list the starting values of parameters \( x _ { i } \) at the initial redshift \( z _ { s } = 1 . 5 \times 1 0 ^ { 5 } \) for the BH1 model. (Bottom) Percentage relative difference of \( \Psi \) relative to that in \( \Lambda ^ { \prime } \) CDM for the same values of k in the top panel.
Figure 5. (Top) Lensing angular power spectra \( D _ { \ell } ^ { \phi \phi } ~ = ~ \)\( \ell ( \ell + 1 ) C _ { \ell } ^ { \phi \phi } / ( 2 \pi ) \) for \( \Lambda \) CDM and the models listed in Ta-ble I, where \( C _ { \ell } \) is defined by Eq. (4.7). (Bottom) Rela-tive difference of the lensing angular power spectra, com-puted with respect to \( \Lambda \) CDM, in units of the cosmic variance \( \bar { \sigma } _ { \ell } = \sqrt { 2 / ( 2 \ell + 1 ) } C _ { \ell } ^ { \Lambda \mathrm { C D M } } \).
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20744441_8.pdf
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Figure 6. (Top) Evolution of the time derivative \( \dot { \Psi } + \dot { \Phi } \) for \( \Lambda ^ { \prime } \) CDM and the models listed in Table I, computed at \( k \)=0.01 \( \mathrm { M p c } ^ { - 1 } \). (Bottom) Relative difference of \( \dot { \Psi } \! + \! \dot { \Phi } \), computed with respect to \( \Lambda ^ { \prime } \) CDM. See the discussion after Eq. (4.11) for the physical interpretation of this figure.
that, apart from BH1 in which \( \Sigma \) is close to 1, the lensing power spectra in other three cases are subject to the en-hancement with respect to \( \Lambda ^ { \prime } \) CDM. Since today’s values of \( \mu \) and \( \Sigma \) increase for larger \( x _ { 3 } ^ { ( 0 ) } \), the deviation from \( \Lambda \) CDM tends to be more significant with the order of GGC, BH2, and BH3.
Let us proceed to the discussion of the impact of BH and GGC models on the CMB temperature anisotropies. The CMB temperature-temperature (TT) angular spec-trum can be expressed as [100]
\[ C _ { \ell } ^ { \mathrm { T T } } = ( 4 \pi ) ^ { 2 } \int \frac { \mathrm { d } k } { k } \; \mathcal { P } ( k ) \Big | \Delta _ { \ell } ^ { \mathrm { T } } ( k ) \Big | ^ { 2 } \, , \qquad \mathrm { ( 4 . 9 ) } \]
where
\[ \Delta _ { \ell } ^ { \mathrm { T } } ( k ) = \int _ { 0 } ^ { \tau _ { 0 } } \mathrm { d } \tau \, e ^ { i k \tilde { \mu } ( \tau - \tau _ { 0 } ) } S _ { \mathrm { T } } ( k , \tau ) j _ { \ell } [ k ( \tau _ { 0 } - \tau ) ] \, , \, \, ( 4 . 1 0 ) \]
with \( \tilde { \mu } \) being the angular separation, and \( S _ { \mathrm { T } } ( k , \tau ) \) is the radiation transfer function. The contribution to \( S _ { \mathrm { T } } ( k , \tau ) \) arising from the integrated-Sachs-Wolfe (ISW) effect is of the form
\[ S _ { \mathrm { T } } ( k , \tau ) \sim \left( \frac { \mathrm { d } \Psi } { \mathrm { d } \tau } + \frac { \mathrm { d } \Phi } { \mathrm { d } \tau } \right) e ^ { - \kappa } \, , \qquad \qquad ( 4 . 1 1 ) \]
where \( \kappa \) is the optical depth. Besides the early ISW effect which occurs during the transition from the radiation to matter eras by the time variation of \( \Psi + \Phi \), the pres-ence of dark energy induces the late-time ISW effect. In the \( \Lambda \) CDM model, the gravitational potential −(Ψ + Φ),which is positive, decreases by today with at least more than 30 % relative to its initial value (see Fig. 3). As we observe in Fig. 6 we have \( \dot { \Psi } + \dot { \Phi } > \) 0 in this case, so the ISW effect gives rise to the positive contribution to Eq. (4.9). In Fig. 7, we plot the CMB TT power spectra \( D _ { \rho } ^ { \mathrm { T T } } = \ell ( \ell + 1 ) C _ { \rho } ^ { \mathrm { T T } } / ( 2 \pi ) \) for the models listed in Table I and \( \Lambda \) CDM. In BH1 the parameter \( \Sigma \) is close to 1 at low redshifts due to the smallness of \( x _ { 3 } ^ { ( 0 ) } \), so the late-time ISW effect works in the similar way to the GR case. Hence the TT power spectrum in BH1 for the multipoles \( \ell \lesssim \) 30 is similar to that in \( \Lambda \) CDM.
In the GGC model of Fig. 7, we observe that the large-scale ISW tail is suppressed relative to that in \( \Lambda ^ { \prime } \) CDM. This reflects the fact that the larger deviation of \( \Sigma \) from 1 leads to the time derivative \( \dot { \Psi } + \dot { \Phi } \) closer to 0, see Fig. 6. Hence the late-time ISW effect is not significant, which results in the suppression of \( D _ { \ell } ^ { \mathrm { T T } } \) with respect to \( \Lambda \) CDM. In Ref. [72] this fact was first recognized in the GGC model, which exhibits a better fit to the Planck CMB data. As the deviation of \( \Sigma \) from 1 increases further, the sign of \( \dot { \Psi } + \dot { \Phi } \) changes to be negative (see Fig. 6). The BH2 model can be regarded as such a marginal case in which the large-scale ISW tail is nearly flat. In BH3, the increase of \( \Sigma \) at low redshifts is so significant that the largely negative ISW contribution to Eq. (4.9) leads to the enhanced low-\( \ell \) TT power spectrum relative to \( \Lambda \) CDM.
The modified evolution of the Hubble expansion rate from \( \Lambda \) CDM generally leads to the shift of CMB acoustic peaks at high-\( \ell \). In Fig. 8, we observe that the largest deviation of H(a) at high redshifts occurs for BH1 by the dominance of \( x _ { 4 } \) over \( _ { x _ { 1 , 2 , 3 } } \). This leads to the shift of acoustic peaks toward lower multipoles (see Fig. 7). We also find that BH3 is subject to non-negligible shifts of high-\( \ell \) peaks due to the large modification of H(a) at low redshifts, in which case the peaks shift toward higher multipoles. Moreover, there is the large enhancement of ISW tails for BH3, so it should be tightly constrained from the CMB data. We note that the shift of CMB acoustic peaks is further constrained by the datasets of BAO and SN Ia. For BH2 and GGC the changes of peak positions are small in comparion to BH1 and BH3, but still they are in the range testable by the CMB data. Moreover, the large-scale ISW tail is subject to the sup-pression relative to \( \Lambda \) CDM in BH2 and GGC.
In BH1, we also notice a change in the amplitude of acoustic peaks occurring dominantly at high \( \ell \). This is known to be present in models with early-time modifi-cations of gravity [101, 102]. The modification of gravi-tational potentials affects the evolution of radiation per-turbations (monopole and dipole) through the radiation driving effect [101, 103], thus resulting in the changes in amplitude and phase of acoustic peaks at high \( \ell \).
The modified time variations of \( \Psi \) and \( \Phi \) around the recombination epoch also give a contribution to the early ISW effect. This is important on scales around the first acoustic peak, corresponding to the wavenumber \( k \simeq \) 0.016 \( \mathrm { M p c ^ { - 1 } } \) for our choice of model parameters. To have a more qualitative feeling of this contribution, we have estimated the impact of the early ISW effect on \( D _ { \ell } ^ { \mathrm { T T } } \) by using the approximate ISW integral presented
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In this prospectus, unless the context otherwise requires, the following expressions shall have the following meanings.
<table><tr><td>‘‘2016 Pre-IPO
Investment’’</td><td>the pre-IPO investment in Clarity Medical by Clear Lead comlpeted on
15 August 2016 as set out in the section headed ‘‘History,
Reorganisation and Corporate Structure— Pre-IPO Investments’’ of
this prospectus</td></tr><tr><td>‘‘2018 Pre-IPO
Investment’’</td><td>the pre-IPO investment in Clarity Medical by WuXi ATppec comlpeted
on 8 Februar 2018y as set out in the section headed ‘‘History,
Reorganisation and Corporate Structure— Pre-IPO Investments’’ of
this prospectus</td></tr><tr><td>‘‘2019 Pre-IPO
Investment’’</td><td>the pre-IPO investment in Clarity Medical by Mr. Wu comleted on 6
pMarch 2019 as set out in the section headed ‘‘History, Reorganisation
and Corporate Structure— Pre-IPO Investments’’ of this prospectus</td></tr><tr><td>‘‘3W Partners’’</td><td> 3W Partners Fund I L.P., a Cayman Islands exempted limited
partnership established in January 2014 and managed by 3W Partners
GP Limited as its general partner</td></tr><tr><td>‘‘Accountant’s Report’’</td><td> the accountant’s report set out in Appendix I to this prospectus</td></tr><tr><td>‘‘Articles of Association’’
or ‘‘Articles’’</td><td>the articles of association of our Company, adopted on 26 January
2022, which will become effective upon the Listing Date, and as
amended, sulppemented or otherwise modified from time to time</td></tr><tr><td>‘‘associate(s)’’</td><td> has the meaning ascribed to it under the Listing Rules</td></tr><tr><td>‘‘Audit Committee’’</td><td> the audit committee of the Board</td></tr><tr><td>‘‘Awareness Trust’’</td><td> a discretionary trust established by Dr. Tse (as the settlor and the
protector), the discretionary beneficiaries of which include Dr. Tse and
his family members</td></tr><tr><td>‘‘Board’’ or ‘‘Board of
Directors’’</td><td>our board of Directors</td></tr><tr><td>‘‘Business Da’’y or
‘‘business da’’y</td><td>a day (other than a Saturday or a Sunday or a public holiday in Hong
Kong) on which banks in Hong Kong are open for normal banking
business</td></tr><tr><td>‘‘BVI’’</td><td> British Virign Islands</td></tr><tr><td>‘‘CAGR’’</td><td> compound annual growth rate, a measurement to assess the growth rate
of value over time</td></tr></table>
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<table><tr><td>‘‘Caiptalisation Issue’’</td><td> the issuance of new Shares to be made upon the caitalipsation of certain
sums standing to the credit of the share premium account of our
Company, as further described in the section headed ‘‘Statutory and
General Information— A. Further Information about our Group— 4.
Resolutions passed by our Shareholders’’ in Appendix IV to this
prospectus</td></tr><tr><td>‘‘Cataract Surgeries
Programme’’</td><td>the programme funded by the Government to increase the cataract
surgeries throuhgput via a public-private partnership delivery model.
Under this programme, invited patients have the choice to receive
cataract surgery from private ohthalmoloigsts, with the help of a fixed
psubsidy</td></tr><tr><td>‘‘Cayman Islands
Companies Act’’,
‘‘Cayman Companies
Act’’ or ‘‘Companies
Act’’</td><td>the Companies Act Cap. 22 (Act 3 of 1961, as consolidated and revised)
of the Cayman Islands</td></tr><tr><td>‘‘CCASS’’</td><td> the Central Clearing and Settlement System established and operated
by HKSCC</td></tr><tr><td>‘‘CCASS Clearing
Participant’’</td><td>a person admitted to participate in CCASS as a direct clearing
participant or a general clearing participant</td></tr><tr><td>‘‘CCASS Custodian
Participant’’</td><td>a person admitted to participate in CCASS as a custodian participant</td></tr><tr><td>‘‘CCASS EIPO’’</td><td> the alifppcation or the Honfg Kong Ofer Shares to be issued in the
name of HKSCC Nominees and deposited directly into CCASS to be
credited to your or a designated CCASS Participant’s stock account
throuh causing HKSCC Nominees to albhppy on your ealf, inclguding
by (i) instructing your broker or custodian who is a CCASS Clearing
Participant or a CCASS Custodian Participant to igve electronic
alippcation instructions via CCASS terminals to alfhHppy or te ong
Konfffg Oer Shares on your behal, or (ii) if you are an existing CCASS
Investor Participant, igving electronic aliiippcaton instructons throuh
gthe CCASS Internet System (htt.ps://i.hhpccasscom) or throug te
CCASS Phone System (usi ng the procedures in HKSCC’s‘‘An
Operating Guide for Investor Participants’’ in effect from time to
time). HKSCC can also input electronic alippcation instructions for
CCASS Investor Participants throuh HKgSCC’s Customer Service
Centre by comlpeting an input request</td></tr><tr><td>‘‘CCASS Investor
Participant’’</td><td>a person admitted to participate in CCASS as an investor participant
who may be an individual, joint individuals or a corporation</td></tr></table>
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Continuation of Table 3
<table><tr><td>Which KOIs?</td><td> Rating</td><td>Cleanliness</td><td> SinePoly Fit</td><td> Periodogram Peak</td><td> SinePoly Fit Peak</td><td> Overall</td></tr><tr><td>All</td><td>0</td><td>11</td><td>18</td><td>998</td><td>1079</td><td>23</td></tr><tr><td>All</td><td>1</td><td>2</td><td>8</td><td>2</td><td>1</td><td>13</td></tr><tr><td>All</td><td>2</td><td>6</td><td>17</td><td>4</td><td>4</td><td>28</td></tr><tr><td>All</td><td>3</td><td>46</td><td>43</td><td>9</td><td>4</td><td>63</td></tr><tr><td>All</td><td>4</td><td>405</td><td>253</td><td>16</td><td>8</td><td>281</td></tr><tr><td>All</td><td>5</td><td>2972</td><td>1917</td><td>783</td><td>956</td><td>1654</td></tr><tr><td>All</td><td>6</td><td>1298</td><td>2411</td><td>2585</td><td>2234</td><td>2419</td></tr><tr><td>All</td><td>7</td><td>953</td><td>837</td><td>1095</td><td>1253</td><td>1011</td></tr><tr><td>All</td><td>8</td><td>196</td><td>290</td><td>263</td><td>248</td><td>300</td></tr><tr><td>All</td><td>9</td><td>42</td><td>136</td><td>175</td><td>143</td><td>138</td></tr></table>
Note—The distribution of our five visual ratings for the 3786 planets or planet candidates (based on the disposition in the NASA Exoplanet Cumulative Table on June 6, 2016) and all 5930 KOIs.
Table 3 shows that most ratings have a similar distribution, with 2-3% having a score of "9" (exceptional), 5% a score of "8" (strong), 15% a score of "7" (weak/possible), and the remaining ∼75% indicating very weak or indiscernible signals. Similar distributions are expected since each rating correlates strongly with the SNR of a TTV signal. The Periodicity ratings both show ∼1000 KOIs with a rating of "0" which resulted from long-period planets (or aliases) without enough TTVs to ascertain periodicity (too few “median squares”).
The Overall rating was the most important category, and will be considered in most detail below. A post facto assessment of the Overall ratings suggests that "9" corresponds to the Strongest TTV signals; an "8" corresponds to a Strong signal; a "7" corresponds to a weak, minimal, and/or noisy signal; and "6" or below indicate no TTV signal of interest. For example, the H+16 list of interesting signals contained practically all "9"s and most "8"s. Many of the planets with an Overall rating of 9 have been analyzed directly in various TTV studies.
Of particular interest is the 657 planets with an Overall rating of "7". More detailed and careful analyses of these systems should reveal large numbers of weak constraints on masses, densities, and/or the presence of non-transiting planets. Analyzing these as an ensemble could provide significant scientific insights, even though each individual measurement is weak.
# 3.2. Eclipsing Binaries
Though EBs received the same treatment as the rest of the KOIs, they are not the focus of our study. We therefore removed these from Table 2 and discuss them here. Only known EBs are removed; it is likely that many additional unknown EBs remain and, indeed, our TTV plots can sometimes be used to help identify such false positives.
We gather some of the properties of these EBs from Villanova’s Kepler Eclipsing Binary Catalog7 on June 6, 2016. These are combined with our ratings in Table 4. These are provided as a basic reference; there are many other sources for determining EBs with interesting timing variations (e.g., Kirk et al. 2016).
Table 4. Analyzed Eclipsing Binaries
<table><tr><td>KOI Number</td><td> KIC</td><td> Period (d)</td><td> K Mag</td><td>\( T _ { e f f } \) (K)</td><td> Cleanliness</td><td> SinePoly Fit</td><td> Per. Peak</td><td> SinePoly Peak</td><td> Overall</td></tr><tr><td>225.01</td><td>5801571</td><td>1.7</td><td>14.78</td><td>6037</td><td>7</td><td>8</td><td>6</td><td>6</td><td>8</td></tr><tr><td>1351.01</td><td>6964043</td><td>5.4</td><td>15.61</td><td>5374</td><td>6</td><td>6</td><td>6</td><td>7</td><td>6</td></tr><tr><td>1452.01</td><td>7449844</td><td>1.2</td><td>13.63</td><td>6834</td><td>5</td><td>6</td><td>8</td><td>7</td><td>7</td></tr><tr><td>1701.01</td><td>7222086</td><td>3.3</td><td>11.04</td><td>7065</td><td>6</td><td>6</td><td>7</td><td>6</td><td>6</td></tr><tr><td>1771.01</td><td>11342573</td><td>91.1</td><td>15.96</td><td>5844</td><td>5</td><td>5</td><td>7</td><td>6</td><td>5</td></tr><tr><td>3175.01</td><td>4909707</td><td>2.3</td><td>10.69</td><td>-1</td><td>7</td><td>8</td><td>8</td><td>8</td><td>8</td></tr></table>
---
7 http://keplerebs.villanova.edu/
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Continuation of Table 4
<table><tr><td>KOI Number</td><td> KIC</td><td> Period (d)</td><td> K Mag</td><td>\( T _ { e f f } \)(K)</td><td> Cleanliness</td><td> SinePoly Fit</td><td> Per. Peak</td><td> SinePoly Peak</td><td> Overall</td></tr><tr><td>3244.01</td><td>6850665</td><td>214.7</td><td>12.39</td><td>4828</td><td>6</td><td>5</td><td>6</td><td>6</td><td>5</td></tr><tr><td>3272.01</td><td>4948730</td><td>23.0</td><td>14.80</td><td>5624</td><td>8</td><td>8</td><td>8</td><td>7</td><td>8</td></tr><tr><td>3290.01</td><td>4936990</td><td>10.3</td><td>15.29</td><td>6099</td><td>5</td><td>5</td><td>6</td><td>0</td><td>5</td></tr><tr><td>3331.01</td><td>5876805</td><td>18.2</td><td>15.93</td><td>5559</td><td>5</td><td>6</td><td>7</td><td>6</td><td>6</td></tr><tr><td>3467.01</td><td>7127885</td><td>33.9</td><td>15.19</td><td>5970</td><td>5</td><td>5</td><td>7</td><td>7</td><td>6</td></tr><tr><td>3565.01</td><td>9592575</td><td>2.6</td><td>15.90</td><td>5436</td><td>7</td><td>8</td><td>7</td><td>8</td><td>8</td></tr><tr><td>3606.01</td><td>10275074</td><td>4.4</td><td>14.18</td><td>6354</td><td>5</td><td>5</td><td>5</td><td>5</td><td>5</td></tr><tr><td>3715.01</td><td>4937143</td><td>9.8</td><td>16.35</td><td>6705</td><td>8</td><td>9</td><td>9</td><td>9</td><td>9</td></tr><tr><td>4294.01</td><td>7681230</td><td>1.0</td><td>14.84</td><td>6029</td><td>5</td><td>5</td><td>6</td><td>6</td><td>5</td></tr><tr><td>4351.01</td><td>5436161</td><td>0.6</td><td>15.00</td><td>5001</td><td>5</td><td>5</td><td>6</td><td>6</td><td>5</td></tr><tr><td>4925.01</td><td>1725193</td><td>5.9</td><td>14.50</td><td>5802</td><td>5</td><td>6</td><td>7</td><td>6</td><td>6</td></tr><tr><td>4936.01</td><td>2305543</td><td>1.4</td><td>12.54</td><td>5623</td><td>5</td><td>6</td><td>6</td><td>7</td><td>6</td></tr><tr><td>4953.01</td><td>2711123</td><td>0.7</td><td>12.53</td><td>4723</td><td>7</td><td>8</td><td>8</td><td>7</td><td>8</td></tr><tr><td>4970.01</td><td>3245638</td><td>0.7</td><td>13.12</td><td>5883</td><td>5</td><td>6</td><td>6</td><td>6</td><td>6</td></tr><tr><td>5015.01</td><td>3848919</td><td>1.0</td><td>13.90</td><td>5226</td><td>4</td><td>5</td><td>5</td><td>5</td><td>5</td></tr><tr><td>5025.01</td><td>3953106</td><td>13.2</td><td>14.04</td><td>5398</td><td>4</td><td>6</td><td>6</td><td>6</td><td>6</td></tr><tr><td>5061.01</td><td>4455763</td><td>0.8</td><td>15.58</td><td>6059</td><td>8</td><td>9</td><td>9</td><td>8</td><td>9</td></tr><tr><td>5076.01</td><td>4732015</td><td>0.9</td><td>10.15</td><td>4185</td><td>7</td><td>8</td><td>9</td><td>9</td><td>9</td></tr><tr><td>5090.01</td><td>4815612</td><td>3.9</td><td>15.18</td><td>6387</td><td>5</td><td>6</td><td>6</td><td>7</td><td>7</td></tr><tr><td>5111.01</td><td>4996558</td><td>3.0</td><td>13.87</td><td>-1</td><td>5</td><td>5</td><td>6</td><td>6</td><td>5</td></tr><tr><td>5112.01</td><td>5006817</td><td>94.8</td><td>10.87</td><td>4935</td><td>5</td><td>5</td><td>7</td><td>6</td><td>5</td></tr><tr><td>5145.01</td><td>5263802</td><td>6.1</td><td>11.49</td><td>6642</td><td>9</td><td>9</td><td>9</td><td>9</td><td>9</td></tr><tr><td>5152.01</td><td>5308777</td><td>0.9</td><td>13.20</td><td>4705</td><td>6</td><td>6</td><td>6</td><td>5</td><td>6</td></tr><tr><td>5171.01</td><td>5467126</td><td>2.8</td><td>12.37</td><td>4683</td><td>5</td><td>6</td><td>6</td><td>6</td><td>6</td></tr><tr><td>5233.01</td><td>6058896</td><td>1.1</td><td>14.78</td><td>5583</td><td>5</td><td>5</td><td>7</td><td>6</td><td>6</td></tr><tr><td>5293.01</td><td>6525196</td><td>3.4</td><td>10.15</td><td>5966</td><td>5</td><td>5</td><td>6</td><td>0</td><td>5</td></tr><tr><td>5353.01</td><td>7107567</td><td>0.8</td><td>14.23</td><td>6897</td><td>9</td><td>9</td><td>9</td><td>9</td><td>9</td></tr><tr><td>5460.01</td><td>8016211</td><td>3.2</td><td>14.39</td><td>4933</td><td>6</td><td>7</td><td>7</td><td>7</td><td>7</td></tr><tr><td>5564.01</td><td>8718273</td><td>7.0</td><td>10.56</td><td>4577</td><td>6</td><td>7</td><td>6</td><td>6</td><td>7</td></tr><tr><td>5569.01</td><td>8747222</td><td>1.7</td><td>12.88</td><td>4777</td><td>5</td><td>6</td><td>7</td><td>6</td><td>6</td></tr><tr><td>5683.01</td><td>9474485</td><td>1.0</td><td>14.88</td><td>4469</td><td>5</td><td>5</td><td>8</td><td>7</td><td>6</td></tr><tr><td>5714.01</td><td>9786017</td><td>4.5</td><td>12.50</td><td>5753</td><td>5</td><td>5</td><td>7</td><td>6</td><td>5</td></tr><tr><td>5733.01</td><td>9911112</td><td>2.3</td><td>14.99</td><td>8750</td><td>6</td><td>7</td><td>8</td><td>7</td><td>7</td></tr><tr><td>5774.01</td><td>10191056</td><td>2.4</td><td>10.81</td><td>6588</td><td>7</td><td>7</td><td>7</td><td>6</td><td>7</td></tr><tr><td>5797.01</td><td>10480952</td><td>4.1</td><td>12.22</td><td>-1</td><td>5</td><td>5</td><td>7</td><td>7</td><td>6</td></tr><tr><td>5894.01</td><td>11401845</td><td>2.2</td><td>14.36</td><td>7590</td><td>7</td><td>7</td><td>7</td><td>6</td><td>7</td></tr><tr><td>5906.01</td><td>11506938</td><td>22.6</td><td>11.61</td><td>6373</td><td>5</td><td>5</td><td>7</td><td>7</td><td>6</td></tr><tr><td>5976.01</td><td>12645761</td><td>5.4</td><td>13.37</td><td>4844</td><td>6</td><td>7</td><td>8</td><td>8</td><td>7</td></tr></table>
The remaining discussions of TTV demographics use only systems identified as CANDIDATE or CONFIRMED in the Exoplanet Archive disposition as of June 6, 2016 (based mostly on DR24). We refer to these as “planets” throughout. Note that these dispositions sometimes exclude planets with very strong TTVs (see Appendix A, but this is a small effect that we neglect.
# 3.3. Data Comparison With H+16
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secondary school students OMO after-school education services which supplement their regular English, Chinese, Mathematics and other curriculum at school), in the PRC and any other country orj urisdiction to which our Group provides such services and/or in which any member of our Group carries on such business from time to time (the ‘‘Restricted Business’’). Such non-competition undertaking does not apply to:
(i) any interests in the shares of any member of our Group; or
(ii) interests in the shares of a company other than our Company whose shares are listed on a recognised stock exchange provided that:
(a) any Restricted Business conducted or engaged in by such company (and assets relating thereto) accounts for less than 10% of that company’s consolidated revenue or consolidated assets, as shown in that company’s latest audited accounts; or
(b) the total number of the shares held by the Covenantors and/or their respective close associates in aggregate is less than 5% of the issued shares of that class of the company in question and the Covenantors and/or their respective close associates are not entitled to appoint a majority of our directors of that company and at any time there should exist at least another shareholder of that company whose shareholdings in that company should be more than the total number of shares held by the Covenantors and their respective close associates in aggregate; or
(c) the Covenantors and/or their respective close associates do not have the control over the board of such company.
The Deed of Non-competition shall take effect upon Listing and shall expire on the earlier of:
(a) the day on which our Shares cease to be listed on the Stock Exchange or other recognised stock exchange; or
(b) the day on which the Covenantors and its/his close associates, individually or taken as a whole, cease to own, in aggregate, 30% or more of the then issued share capital of our Company directly or indirectly or cease to be deemed as controlling shareholder under the Listing Rules and do not have power to control our Board or there is at least one other independent Shareholder other than the Covenantors and its/his close associates holding more Shares than the Covenantors and its/his close associates taken together.
Pursuant to the Deed of Non-competition, each of the Covenantors has undertaken that if each of the Covenantors and/or any of its/his close associates is offered or becomes aware of any project or new business opportunity (‘‘New Business Opportunity’’) that relates to the Restricted Business, whether directly or indirectly, it/he shall (i) promptly within ten (10) Business Days notify our Company in writing of such opportunity and provide such information as is reasonably required by our Company in order to enable our Company to
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come to an informed assessment of such New Business Opportunity; and (ii) use its/his best endeavours to procure that such opportunity is offered to our Company on terms no less favourable than the terms on which such New Business Opportunity is offered to its/his and/or its/his close associates.
All of our Directors (excluding those who is/are interested in the New Business Opportunity and has/have conflict of interests with our Company) will review the New Business Opportunity and decide whether to invest in the New Business Opportunity. If our Group has not given written notice of its desire to invest in such New Business Opportunity or has given written notice denying the New Business Opportunity within 30 Business Days (the ‘‘30-day Offering Period’’) of receipt of notice from the Covenantors, the Covenantors and/or its/his close associates shall be permitted to invest in or participate in the New Business Opportunity on its/his own accord. With respect to the 30-day Offering Period, our Directors consider that such period is adequate for our Company to assess any New Business Opportunity. In the event that our Company requires additional time to assess the new business opportunities, our Company may give a written notice to the Covenantors during the 30-day Offering Period and the Covenantors agree to extend the period to a maximum of 60 Business Days.
# CORPORATE GOVERNANCE MEASURES
Our Controlling Shareholders and their respective close associates may not compete with us as provided in the Deed of Non-competition. Our Directors believe that there are adequate corporate governance measures in place to manage existing and potential conflicts of interest. In order to further avoid potential conflicts of interest, we have implemented the following measures:
(a) the Articles provide that a Director shall not be counted in the quorum or vote on any resolution of our Board approving any contract or arrangement or other proposal in which it/he/she or any of its/his/her close associates is materially interested unless in certain circumstances as expressly stated in the Articles;
(b) our independent non-executive Directors will review, on an annual basis, compliance with the Deed of Non-competition given by our Controlling Shareholders;
(c) our Company will obtain (i) an annual written confirmation in respect of our Controlling Shareholders’ compliance with the terms of the Deed of Non-competition, (ii) consent (from each of our Controlling Shareholders) to refer to the said confirmation in our annual reports, and (iii) all information as may reasonably be requested by us and/or our independent non-executive Directors for our review and enforcement of the Deed of Non-competition;
(d) our Company will disclose decisions on matters reviewed by our independent non-executive Directors relating to compliance and enforcement of the Deed of Non-competition of our Controlling Shareholders in the annual reports of our Company;
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# DEFINITION
<table><tr><td>“Audit Committee” :</td><td>the audit committee of the Company;</td></tr><tr><td>“Auditor” :</td><td>PricewaterhouseCoopers, the external auditor of the Company;</td></tr><tr><td>“Board” :</td><td>the board of Directors of the Company;</td></tr><tr><td>“CG Code” :</td><td>the Corporate Governance Code and Corporate Governance
Report as set out in Appendix 14 of the Listing Rules;</td></tr><tr><td>“Chi na” orth e“PRC”:</td><td>th’e Peollpes Rebipuc of China;</td></tr><tr><td>“Company”, :
“our Company”,
“the Company” or
“China Literature”</td><td>China Literature Limited（閱文集團）(formerly known as China
Reading Limited), an exempted company incorporated in the
Cayman Islands with limited liability on April 22, 2013 with
its Shares listed on the Main Board of the Stock Exchange on
the Listing Date under the stock code 772;</td></tr><tr><td>“COVID-19” :</td><td>novel coronavirus (COVID-19), a coronavirus disease which
has its outbreak in the PRC and worldwide since around
January 2020;</td></tr><tr><td>“DAUs” :</td><td>daily active users who access our lpatform throuhg our
products or our self-operated channels on Tencent products at
least once during the day in question;</td></tr><tr><td>“Director(s)” :</td><td>the director(s) of our Company;</td></tr><tr><td>“Group”, “our Group”, :
“the Group”, “we”,
“us”, or “our”</td><td>the Company, its subsidiaries and its consolidated affiliated
entities from time to time or, where the context so requires,
in respect of the period prior to our Company becoming the
holding company of its present subsidiaries, such subsidiaries as
if they were subsidiaries of our Company at the relevant time;</td></tr><tr><td>“HKD” :</td><td>the lawful currency of Hong Kong;</td></tr><tr><td>“Hong Kong” :</td><td>the Honig Kong Special Administrative Regon of the P’eolpes
ReliChpubc of ina;</td></tr><tr><td>“IP” :</td><td>intellectual property;</td></tr><tr><td>“Listing Date” :</td><td>November 8, 2017, the date on which the Shares are listed
and on which dealings in the Shares are first permitted to take
lpace on the Stock Exchange;</td></tr></table>
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<table><tr><td>“Listing Rules” :</td><td>the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, as amended, sulppemented
or otherwise modified from time to time;</td></tr><tr><td>“Main Board” :</td><td>the stock exchange (excluding the option market) operated by
the Stock Exchange which is independent from and operates
in parallel with the Growth Enterprise Market of the Stock
Exchange;</td></tr><tr><td>“MAUs” :</td><td>monthly active users who access our lpatform or throuhg our
lfproducts or our se-operated channels on Tencent products at
least once during the calendar month in question;</td></tr><tr><td>“Model Code” :</td><td>the Model Code for Securities Transactions by Directors of
Listed Issuers;</td></tr><tr><td>“MPUs” :</td><td>monthliy ipayng users, meannbg the numer of accounts that
purchase our content or virtual items on a special mobile app,
WAP or website at least once during the calendar month in
question;</td></tr><tr><td>“New Classics Media :
Holdings Limited
(NCM)”</td><td>previously known as “Qiandao Lake Holdings Limited”, a
company established in Cayman Island on 18 May 2018.
Its subsidiaries are principally engaged in production and
distribution of television series and movies;</td></tr><tr><td>“Reporting Period” :</td><td>the six months ended June 30, 2021;</td></tr><tr><td>“RMB” :</td><td>the lawful currency of the PRC;</td></tr><tr><td>“RSU(s)” :</td><td>restricted stock unit(s);</td></tr><tr><td>“SGD” :</td><td>the lawful currency of Singapore;</td></tr><tr><td>“Shanhiga Yuewen” :</td><td>Shanhiga Yuewen Information TechnoloC上g
y o., Ltd.（海閱文信息技術有限公司）, a company established in the PRC on
April 2, 2014;</td></tr><tr><td>“Share(s)” :</td><td>ordinary share(s) in the share caiptal of our Company with a
par value of USD0.0001 each;</td></tr><tr><td>“Shareholders” :</td><td>holder(s) of our Share(s);</td></tr></table>
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# Particulars of shareholdings of top ten holders of shares not subject to trading moratorium
<table><tr><td rowspan="2">Name of shareholder</td><td rowspan="2">Number of shares
held not subject to
trading moratorium</td><td colspan="2">Class and number of shares</td></tr><tr><td>Class</td><td>Number</td></tr><tr><td>DonfElganCg ectric orporation</td><td>974016763,,</td><td>RMB denominated
ordinary shares</td><td>974016763,,</td></tr><tr><td>HKSCC Nominees Limited</td><td>338311619,,</td><td>Overseas listed foreign
shares</td><td>338311619,,</td></tr><tr><td>China Securities Finance Corporation Limited （中 國 證
券 金 融 股 份 有 限 公 司）</td><td>49648500,,</td><td>RMB denominated
ordinary shares</td><td>49648500,,</td></tr><tr><td>Central Huijin Asset Management Ltd. （中 央 匯 金 資 產
管 理 有 限 責 任 公 司）</td><td>22645600,,</td><td>RMB denominated
ordinary shares</td><td>22645600,,</td></tr><tr><td>Gao Dabing （高 大 兵）</td><td>15811422,,</td><td>RMB denominated
ordinary shares</td><td>15811422,,</td></tr><tr><td>China Construction Bank Corporation-Huaxia China
Securities Sichuan SOE Reform ETF Securities
Investment Fund (中 國 建 設 銀 行 股 份 有 限 公 司－
華夏中證四川國企改革交易型開放式指數證
券投資基金)</td><td>11723372,,</td><td>RMB denominated
ordinary shares</td><td>11723372,,</td></tr><tr><td>Ru Pengpeng (茹鵬鵬)</td><td>11334852,,</td><td>RMB denominated
ordinary shares</td><td>11334852,,</td></tr><tr><td>Huaxia Life Insurance Company Limited－Own funds
(華 夏 人 壽 保 險 股 份 有 限 公 司－自 有 資 金)</td><td>10073783,,</td><td>RMB denominated
ordinary shares</td><td>10073783,,</td></tr><tr><td>Agricultural Bank of China Limited – CSI 500 Index
ETF Securities Investment Fund （中 國 農 業 銀 行 股 份
有限公司－中證500交易型開放式指數證券投資基金）</td><td>9757259,,</td><td>RMB denominated
ordinary shares</td><td>9757259,,</td></tr><tr><td>Bosera Funds – Agricultural Bank – Bosera China
Securities and Financial Assets Management Program
（博時基金－農業銀行－博時中證金融資產管理計劃）</td><td>8480400,,</td><td>RMB denominated
ordinary shares</td><td>8480400,,</td></tr><tr><td>E Fund – Agricultural Bank – E Fund China Securities
and Financial Asset Management Program （易 方 達 基
金－農 業 銀 行－易 方 達 中 證 金 融 資 產 管 理 計 劃）</td><td>8480400,,</td><td>RMB denominated
ordinary shares</td><td>8480400,,</td></tr></table>
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<table><tr><td rowspan="2">Name of shareholder</td><td rowspan="2">Number of shares
held not subject to
trading moratorium</td><td colspan="2">Class and number of shares</td></tr><tr><td>Class</td><td>Number</td></tr><tr><td>Da Cheng Fund – Agricultural Bank – Da Cheng China
Securities and Financial Assets Management Program
（大成基金－農業銀行－大成中證金融資產管理計劃）</td><td>8480400,,</td><td>RMB denominated
ordinary shares</td><td>8480400,,</td></tr><tr><td>GF Fund – Agricultural Bank – GF China Securities and
Financial Assets Management Program （廣 發 基 金－
農 業 銀 行－廣 發 中 證 金 融 資 產 管 理 計 劃）</td><td>8480400,,</td><td>RMB denominated
ordinary shares</td><td>8480400,,</td></tr><tr><td>Zhong Ou Fund – Agricultural Bank – Zhong Ou China
Securities and Financial Assets Management Program
（中歐基金－農業銀行－中歐中證金融資產管理計劃）</td><td>8480400,,</td><td>RMB denominated
ordinary shares</td><td>8480400,,</td></tr><tr><td>China Southern Fund – Agricultural Bank – China
Southern China Securities and Financial Assets
Management Program （南 方 基 金－農 業 銀 行－南 方
中 證 金 融 資 產 管 理 計 劃）</td><td>8480400,,</td><td>RMB denominated
ordinary shares</td><td>8480400,,</td></tr></table>
<table><tr><td>Exlpanation on the connected relationship or concerted
actions among the aforesaid shareholders</td><td>The Company is not aware of any connected relationship or concerted
actions among the top ten shareholders and top ten holders of
tradable shares</td></tr><tr><td>Description of shareholders of preference shares with
restoration of voting rihts and their shareholdigngs</td><td>N/A</td></tr></table>
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# 20. Reserves
<table><tr><td rowspan="2"></td><td rowspan="2">Note</td><td>Capital
reserve</td><td>Goodwill on
consolidation</td><td>Exchange
reserve</td><td>Share-based
employee
compensation
reserve</td><td>Hedging
reserve</td><td>Miscellaneous
*reserves </td><td>Retained
earnings</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></tr><tr><td>As of 31 March 2020</td><td></td><td>17,338</td><td>(233,885)</td><td>78,241</td><td>11,411</td><td>24,434</td><td>(11,260)</td><td>1,930,426</td><td>1,816,705</td></tr><tr><td>Hedging instruments</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>– raw material commodity contracts</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>– fair value gains, net</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>92,988</td><td> –</td><td>–</td><td>92,988</td></tr><tr><td>– transferred to inventory and
subsequently recognized in
the income statement</td><td>7(f)</td><td>–</td><td>–</td><td>–</td><td>–</td><td>(4,748)</td><td> –</td><td>–</td><td>(4,748)</td></tr><tr><td>– deferred income tax effect</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>(14,560)</td><td> –</td><td>–</td><td>(14,560)</td></tr><tr><td>– forward foreign currency exchange
contracts</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>– fair value gains, net</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>67,140</td><td> –</td><td>–</td><td>67,140</td></tr><tr><td>– transferred to income statement</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>(30,227)</td><td> –</td><td>–</td><td>(30,227)</td></tr><tr><td>– deferred income tax effect</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>(6,839)</td><td> –</td><td>–</td><td>(6,839)</td></tr><tr><td>– net investment hedge</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>– fair value (losses), net</td><td></td><td>–</td><td>–</td><td>(28,250)</td><td> –</td><td>–</td><td> –</td><td>–</td><td>(28,250)</td></tr><tr><td>Defined benefit plans</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>– remeasurements</td><td>15</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>11,296</td><td>11,296</td></tr><tr><td>– deferred income tax effect</td><td>17</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>(1,555)</td><td>(1,555)</td></tr><tr><td>Long service payment</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>– remeasurements</td><td>15</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>13</td><td>13</td></tr><tr><td>– deferred income tax effect</td><td>17</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>(11)</td><td>(11)</td></tr><tr><td>Currency translations of subsidiaries</td><td></td><td>–</td><td>–</td><td>111,207</td><td>–</td><td>(211)</td><td> –</td><td>–</td><td>110,996</td></tr><tr><td>Currency translations of associate</td><td></td><td>–</td><td>–</td><td>160</td><td>–</td><td>–</td><td> –</td><td>–</td><td>160</td></tr><tr><td>Net comprehensive income recognized
directly in equity</td><td></td><td>–</td><td>–</td><td>83,117</td><td>–</td><td>103,543</td><td> –</td><td>9,743</td><td>196,403</td></tr><tr><td>Profit for the year</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>212,035</td><td>212,035</td></tr><tr><td>Total comprehensive income for the year</td><td></td><td>–</td><td>–</td><td>83,117</td><td>–</td><td>103,543</td><td> –</td><td>221,778</td><td>408,438</td></tr><tr><td>Appropriation of retained earnings to
statutory reserve</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td>1,867</td><td>(1,867)</td><td> –</td></tr><tr><td>Incentive share schemes</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>– shares vested</td><td></td><td>–</td><td>–</td><td>–</td><td>(6,552)</td><td> –</td><td> –</td><td>–</td><td>(6,552)</td></tr><tr><td>– vested by cash settlement</td><td></td><td>–</td><td>–</td><td>–</td><td>(1,515)</td><td> –</td><td> –</td><td>–</td><td>(1,515)</td></tr><tr><td>– value of employee services</td><td></td><td>–</td><td>–</td><td>–</td><td>9,536</td><td>–</td><td> –</td><td>–</td><td>9,536</td></tr><tr><td>FY20/21 interim dividend paid</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>– cash paid</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>(17,034)</td><td>(17,034)</td></tr><tr><td>– shares issued in respect of
scrip dividend</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>(2,760)</td><td>(2,760)</td></tr><tr><td>– scrip dividend for shares held for
the incentive share schemes</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>236</td><td>236</td></tr><tr><td></td><td></td><td>–</td><td>–</td><td>83,117</td><td>1,469</td><td>103,543</td><td>1,867</td><td>200,353</td><td>390,349</td></tr><tr><td>As of 31 March 2021</td><td></td><td>17,338</td><td>(233,885)</td><td>161,358</td><td>12,880</td><td>127,977</td><td>(9,393)</td><td>2,130,779</td><td>2,207,054</td></tr><tr><td>Final dividend proposed</td><td>27</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>39,019</td><td>39,019</td></tr><tr><td>Others</td><td></td><td>17,338</td><td>(233,885)</td><td>161,358</td><td>12,880</td><td>127,977</td><td>(9,393)</td><td>2,091,760</td><td>2,168,035</td></tr><tr><td>As of 31 March 2021</td><td></td><td>17,338</td><td>(233,885)</td><td>161,358</td><td>12,880</td><td>127,977</td><td>(9,393)</td><td>2,130,779</td><td>2,207,054</td></tr></table>
\* Miscellaneous reserves mainly represent property revaluation reserve, statutory reserve and reserve arising from put option written to a non-controlling interest
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# 20. Reserves (Cont’d)
<table><tr><td rowspan="2"></td><td rowspan="2">Note</td><td>Capital
reserve</td><td>Goodwill on
consolidation</td><td>Exchange
reserve</td><td>Share-based
employee
compensation
reserve</td><td>Hedging
reserve</td><td>Miscellaneous
*reserves </td><td>Retained
earnings</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></tr><tr><td>As of 31 March 2019</td><td></td><td>17,338</td><td>(233,885)</td><td>116,896</td><td>19,587</td><td>114,562</td><td>(9,984)</td><td>2,488,138</td><td>2,512,652</td></tr><tr><td>Hedging instruments</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>– raw material commodity contracts</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>– fair value (losses), net</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>(35,654)</td><td> –</td><td>–</td><td>(35,654)</td></tr><tr><td>– transferred to inventory and
subsequently recognized in
the income statement</td><td>7(f)</td><td>–</td><td>–</td><td>–</td><td>–</td><td>(4,751)</td><td> –</td><td>–</td><td>(4,751)</td></tr><tr><td>– deferred income tax effect</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>6,667</td><td> –</td><td>–</td><td>6,667</td></tr><tr><td>– forward foreign currency exchange
contracts</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>– fair value (losses), net</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>(43,380)</td><td> –</td><td>–</td><td>(43,380)</td></tr><tr><td>– transferred to income statement</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>(21,482)</td><td> –</td><td>–</td><td>(21,482)</td></tr><tr><td>– deferred income tax effect</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>8,891</td><td> –</td><td>–</td><td>8,891</td></tr><tr><td>– net investment hedge
– fair value gains, net</td><td></td><td>–</td><td>–</td><td>31,011</td><td>–</td><td>–</td><td> –</td><td>–</td><td>31,011</td></tr><tr><td>Defined benefit plans</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>– remeasurements</td><td>15</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>(7,483)</td><td>(7,483)</td></tr><tr><td>– deferred income tax effect</td><td>17</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>(175)</td><td>(175)</td></tr><tr><td>Long service payment</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>– remeasurements</td><td>15</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>(122)</td><td>(122)</td></tr><tr><td>– deferred income tax effect</td><td>17</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>8</td><td>8</td></tr><tr><td>Currency translations of subsidiaries</td><td></td><td>–</td><td>–</td><td>(69,544)</td><td> –</td><td>(419)</td><td> –</td><td>–</td><td>(69,963)</td></tr><tr><td>Currency translations of associate</td><td></td><td>–</td><td>–</td><td>(122)</td><td> –</td><td>–</td><td> –</td><td>–</td><td>(122)</td></tr><tr><td>Net comprehensive (expenses) recognized
directly in equity</td><td></td><td>–</td><td>–</td><td>(38,655)</td><td> –</td><td>(90,128)</td><td> –</td><td>(7,772)</td><td>(136,555)</td></tr><tr><td>(Loss) for the year</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>(493,657)</td><td>(493,657)</td></tr><tr><td>Total comprehensive (expenses) for the
year</td><td></td><td>–</td><td>–</td><td>(38,655)</td><td> –</td><td>(90,128)</td><td> –</td><td>(501,429)</td><td>(630,212)</td></tr><tr><td>Appropriation of retained earnings to
statutory reserve</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td>(582)</td><td>582</td><td>–</td></tr><tr><td>Convertible bonds</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>– release of equity component upon
redemption / repurchase</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td>(694)</td><td>500</td><td>(194)</td></tr><tr><td>Incentive share schemes</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>– shares vested</td><td></td><td>–</td><td>–</td><td>–</td><td>(11,222)</td><td> –</td><td> –</td><td>–</td><td>(11,222)</td></tr><tr><td>– vested by cash settlement</td><td></td><td>–</td><td>–</td><td>–</td><td>(2,427)</td><td> –</td><td> –</td><td>–</td><td>(2,427)</td></tr><tr><td>– value of employee services</td><td></td><td>–</td><td>–</td><td>–</td><td>5,473</td><td>–</td><td> –</td><td>–</td><td>5,473</td></tr><tr><td>FY18/19 final dividend paid</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>– cash paid</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>(13,565)</td><td>(13,565)</td></tr><tr><td>– shares issued in respect of scrip
dividend</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>(24,797)</td><td>(24,797)</td></tr><tr><td>– scrip dividend for shares held for the
incentive share schemes</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>374</td><td>374</td></tr><tr><td>FY19/20 interim dividend paid</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>– cash paid</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>(12,084)</td><td>(12,084)</td></tr><tr><td>– shares issued in respect of scrip
dividend</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>(7,495)</td><td>(7,495)</td></tr><tr><td>– scrip dividend for shares held for the
incentive share schemes</td><td></td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>202</td><td>202</td></tr><tr><td></td><td></td><td>–</td><td>–</td><td>(38,655)</td><td>(8,176)</td><td>(90,128)</td><td>(1,276)</td><td>(557,712)</td><td>(695,947)</td></tr><tr><td>As of 31 March 2020</td><td></td><td>17,338</td><td>(233,885)</td><td>78,241</td><td>11,411</td><td>24,434</td><td>(11,260)</td><td>1,930,426</td><td>1,816,705</td></tr><tr><td>Final dividend proposed</td><td>27</td><td>–</td><td>–</td><td>–</td><td>–</td><td>–</td><td> –</td><td>–</td><td>–</td></tr><tr><td>Others</td><td></td><td>17,338</td><td>(233,885)</td><td>78,241</td><td>11,411</td><td>24,434</td><td>(11,260)</td><td>1,930,426</td><td>1,816,705</td></tr><tr><td>As of 31 March 2020</td><td></td><td>17,338</td><td>(233,885)</td><td>78,241</td><td>11,411</td><td>24,434</td><td>(11,260)</td><td>1,930,426</td><td>1,816,705</td></tr></table>
\* Miscellaneous reserves mainly represent property revaluation reserve, equity component of convertible bonds (net of tax), statutory reserve and reserve arising from put option written to a non-controlling interest
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2882975_6.pdf
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en
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The Unifiedcomms customer base has traditionally been concentrated in the SEA region. This has not changed in 2015, with Unifiedcomms SEA region revenues continuing to account for above 80% of the total revenue achieved for the year.
Unifiedcomms Revenue by Geographical Regions (S\$000)
Our GlobeOSS business experienced a decline in both system sale and managed service contract revenues in 2015 after the significant increase in system sales enjoyed in 2014. System sales decreased to S\$3.6 million in 2015, while managed service revenue also declined by S\$0.3 million to S\$1.9 million.
GlobeOSS Revenue by Type of Contract (S\$000)
GlobeOSS continues to have both its system sale and managed service business concentrated in the SEA region. The S\$1.6 million decline in revenue from the SEA region is mirrored by the combination of a S\$1.3 million drop in system sales and a S\$0.3 million drop in managed service revenues between 2014 and 2015.
GlobeOSS Revenue by Geographical Regions (S\$000)
# Group-wide system sale revenue decline
The decline in Group revenue this year against last year was mainly attributable to the 19% or S\$1.4 million decline in GlobeOSS system sale contract revenues, and a decline of S\$0.8 million in the managed service contract revenues across both Unifiedcomms and GlobeOSS businesses.
Revenue by Type of Contract (S\$000)
We expected 2015 to continue to be a challenging year for our businesses on the system sale front. The region that proved most disappointing was SEA, which had its contribution fall from S\$18.3 million to S\$16.9 million. The MEA region’s contribution to the total Group revenue also declined in 2015 to S\$1.4 million from S\$2.1 million the year before. The SA region remained disappointing, due yet again to the underperformance of certain managed service contracts.
Revenue by Geographical Regions (S\$000)
In 2015, SEA, our Group’s home region, continues to be the largest geographic source of revenue, accounting for 87.8% of Group revenue.
# Higher gross profit achieved, despite having lower revenue
Although Group revenue was lower in 2015, gross profit achieved for the year was higher compared to 2014. Group gross profit for 2015 was S\$11.7 million, up by S\$0.8 million or 7.2% against 2014. The higher gross profit was mainly due to higher overall gross profit margin earned on Group revenue of
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2882975_7.pdf
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en
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61.0% as compared to 50.9% recorded the year before. Average gross profit margin on system sale revenues improved to 60.4% in 2015, primarily due to lower third-party component cost incurred at both GlobeOSS and Unifiedcomms. Gross profit margin earned on managed service contract revenues also improved from 56.8% in 2014 to 61.2% this year. This improvement was primarily due to lower amortisation of intellectual property in 2015.
Gross Profit Margin by Type of Contract (S\$000)
Gross Profit Margin by Type of Contract (%)
The sales mix of our Group continues to exceed our target of having greater than fifty percent of Group revenue being derived from managed service contracts. This year managed service contract revenues accounted for 68.7% of Group revenue, up from 65.4% in 2014.
# Lower total opex this year, before and after exceptional items
Our Group’s operating expenditure for the year decreased to S\$8.4 million as compared to S\$9.0 million in 2014. In 2014 we had a foreign exchange gain due to the strengthening of the Pakistan Rupee and US Dollar against the Singapore Dollar and a provision that was made for the impairment of intellectual property that had been assessed as being no longer able to generate previously expected future cash flows.
This year, we had a higher foreign exchange gain due to the strengthening of the US Dollar against the Singapore Dollar and an impairment loss on plant and equipment - that was lower against 2014’s impairment loss on intellectual property assets - to take into our income statement. The impairment this year relates to a managed service contract that has been assessed as being no longer able to generate previously expected income and returns.
Operating Expenditure (S\$000)
Excluding the efect of exceptional items such as the impairment loss this year, our opex for 2015 was S\$0.4 million lower at S\$8.2 million compared to S\$8.6 million for 2014. This decrease was due to a reduction in the technical, and sales and business development headcount of the Group.
Operating Expenditure before Exceptional Items (S\$000)
# Improved bottom line – a further year of improvement in our underlying business
2015 marks our eighth consecutive year of being in the black. Group net profit for the year, at S\$3 million, is 33.1% higher than the S\$2.3 million achieved in 2014. The double-digit growth of our Group’s bottom line reflected the improvement in the performance of our underlying businesses.
When the bottom line numbers are examined more closely, to exclude exceptional gains such as the fair value gains enjoyed on the acquisition of Ahead Mobile Sdn Bhd (‘AMSB’) across 2012 and 2013, the improvement in profit performance of our underlying businesses is more pronounced. The ‘adjusted’ net profit generated by our businesses grew more than seven-fold, from S\$0.4 million in 2013 to S\$3 million this year.
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11701945_261.pdf
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en
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# CONSOLIDATED STATEMENTS OF CASH FLOWS
<table><tr><td rowspan="4"></td><td rowspan="4">Notes</td><td colspan="3">Year ended 31 March</td><td colspan="2">Five months ended
31 August</td></tr><tr><td>2015</td><td>2016</td><td>2017</td><td>2016</td><td>2017</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></td><td></td><td></td><td>(Unaudited)</td><td></td></tr><tr><td>CASH FLOWS FROM
OPERATING ACTIVITIES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Profit/(loss) before tax</td><td></td><td>28,148</td><td>27,004</td><td>35,572</td><td>6,362</td><td>(5,195)</td></tr><tr><td>Adjustments for:</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Finance cost</td><td>6</td><td>63</td><td>2</td><td>1</td><td> –</td><td>18</td></tr><tr><td>Depreciation</td><td>7</td><td>4,078</td><td>8,858</td><td>9,456</td><td>4,473</td><td>3,632</td></tr><tr><td>Loss/(gain) on disposal/
write-off of items of
property, lpant and
equipment</td><td>7</td><td>(26)</td><td> –</td><td>(75)</td><td> –</td><td>543</td></tr><tr><td>Impairment of an other
receivable</td><td>7</td><td>178</td><td> −</td><td> −</td><td> –</td><td> –</td></tr><tr><td>Reversal of write-down of
inventories to net
realisable value</td><td>7</td><td>(175)</td><td>(63)</td><td>(169)</td><td> –</td><td> –</td></tr><tr><td>Write-down of inventories
to net realisable value</td><td>7</td><td>126</td><td>505</td><td>292</td><td>321</td><td>47</td></tr><tr><td>Provisions for reinstatement
costs – reversal of
unutilised provisions/
decrease in estimated
provisions</td><td>5</td><td>–</td><td> –</td><td>(3,574)</td><td>(383)</td><td> –</td></tr><tr><td></td><td></td><td>32,392</td><td>36,306</td><td>41,503</td><td>10,773</td><td>(955)</td></tr><tr><td>Decrease/(increase) in
inventories</td><td></td><td>(97)</td><td>3,211</td><td>(2,072)</td><td>(6,255)</td><td>(13,330)</td></tr><tr><td>Decrease/(increase) in trade
receivables</td><td></td><td>1,972</td><td>240</td><td>(908)</td><td>(1,706)</td><td>(630)</td></tr><tr><td>Decrease/(increase) in
prepayments, deposits and
other receivables</td><td></td><td>(89)</td><td>(2,572)</td><td>(6,283)</td><td>45</td><td>(5,169)</td></tr><tr><td>Increase/(decrease) in trade
and bills payables</td><td></td><td>(484)</td><td>(5,145)</td><td>1,676</td><td>392</td><td>3,931</td></tr><tr><td>Increase/(decrease) in other
payables and accruals</td><td></td><td>5,640</td><td>(3,622)</td><td>(102)</td><td>10,511</td><td>25,698</td></tr><tr><td>Decrease in provisions</td><td></td><td>(932)</td><td>(50)</td><td>(47)</td><td>(47)</td><td>(2,000)</td></tr><tr><td>Cash generated from
operations</td><td></td><td>38,402</td><td>28,368</td><td>33,767</td><td>13,713</td><td>7,545</td></tr><tr><td>Hong Kong profits tax paid</td><td></td><td>(2,096)</td><td>(6,764)</td><td>(4,866)</td><td> –</td><td> –</td></tr><tr><td>Net cash flows from operating
activities</td><td></td><td>36,306</td><td>21,604</td><td>28,901</td><td>13,713</td><td>7,545</td></tr></table>
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11701945_262.pdf
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en
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<table><tr><td rowspan="4"></td><td rowspan="4">Notes</td><td colspan="3">Year ended 31 March</td><td colspan="2">Five months ended
31 August</td></tr><tr><td>2015</td><td>2016</td><td>2017</td><td>2016</td><td>2017</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></td><td></td><td></td><td>(Unaudited)</td><td></td></tr><tr><td>CASH FLOWS FROM
INVESTING ACTIVITIES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Purchases of items of
prol
pertdy, pant aneiqupment</td><td></td><td>(5,517)</td><td>(12,535)</td><td>(2,635)</td><td>(1,492)</td><td>(6,610)</td></tr><tr><td>Proceeds from disposal of
items of property, lpant and
equipment</td><td></td><td>26</td><td> −</td><td>118</td><td> –</td><td> –</td></tr><tr><td>Acquisition of a business</td><td>24</td><td>(2,532)</td><td>(300)</td><td> –</td><td> –</td><td> –</td></tr><tr><td>Net cash flows used in
investing activities</td><td></td><td>(8,023)</td><td>(12,835)</td><td>(2,517)</td><td>(1,492)</td><td>(6,610)</td></tr><tr><td>CASH FLOWS FROM
FINANCING ACTIVITIES</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Interest paid</td><td></td><td>(63)</td><td>(2)</td><td>(1)</td><td> –</td><td>(18)</td></tr><tr><td>Dividends paid</td><td></td><td>(33,000)</td><td> –</td><td> −</td><td> –</td><td> –</td></tr><tr><td>Net increase/(decrease) in
trust receipt loans</td><td></td><td>(3,695)</td><td> –</td><td> –</td><td>957</td><td>12,526</td></tr><tr><td>Net cash flows from/(used in)
financing activities</td><td></td><td>(36,758)</td><td>(2)</td><td>(1)</td><td>957</td><td>12,508</td></tr><tr><td>NET INCREASE/
(DECREASE) IN CASH
AND CASH
EQUIVALENTS</td><td></td><td>(8,475)</td><td>8,767</td><td>26,383</td><td>13,178</td><td>13,443</td></tr><tr><td>Cash and cash equivalents at
beignning of year/iperod</td><td></td><td>13,143</td><td>4,668</td><td>13,435</td><td>13,435</td><td>39,818</td></tr><tr><td>CASH AND CASH
EQUIVALENTS AT END
OF YEAR/PERIOD</td><td></td><td>4,668</td><td>13,435</td><td>39,818</td><td>26,613</td><td>53,261</td></tr><tr><td>ANALYSIS OF BALANCE
OF CASH AND CASH
EQUIVALENTS</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Cash and bank balances</td><td></td><td>4,668</td><td>13,435</td><td>39,818</td><td>26,613</td><td>53,261</td></tr></table>
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11658445_91.pdf
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en
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<table><tr><td rowspan="2"></td><td rowspan="2">附註
Notes</td><td>2020年
2020</td><td>2019年
2019</td></tr><tr><td>人民幣千元
RMB’000</td><td>人民幣千元
RMB’000</td></tr><tr><td>經營活動所得現金流量 CASH FLOWS FROM OPERATING
ACTIVITIES</td><td></td><td></td><td></td></tr><tr><td>除稅前溢利 Profit before tax</td><td></td><td>1,329,129</td><td>1,226,809</td></tr><tr><td>調整： Adjustments for:</td><td></td><td></td><td></td></tr><tr><td>利息收入 Interest income</td><td>5</td><td>(5,208)</td><td>(7,883)</td></tr><tr><td>向一家合資企業貸款的 Interest income of a loan to a joint
利息收入 venture</td><td>5</td><td>(16,653)</td><td>(13,587)</td></tr><tr><td>物業、廠房及設備折舊 Depreciation of property, plant and
equipment</td><td>6</td><td>8,307</td><td>4,848</td></tr><tr><td>使用權資產折舊 Depreciation of right-of-use assets</td><td>6</td><td>5,913</td><td>7,073</td></tr><tr><td>無形資產攤銷 Amortisation of intangible assets</td><td>6</td><td>2,930</td><td>1,390</td></tr><tr><td>購股權開支 Share option expense</td><td>6</td><td>33,774</td><td>46,519</td></tr><tr><td>投資物業公平值收益，淨額 Fair value gains on investment
properties, net</td><td>14</td><td>(41,559)</td><td>(11,027)</td></tr><tr><td>按公平值計入損益之 Fair value gains on financial assets at
金融資產之公平值收益 fair value through profit or loss</td><td>5</td><td>(71,086)</td><td>–</td></tr><tr><td>出售物業、廠房及設備 Gain on disposal of items of property,
項目之收益 plant and equipment</td><td>6</td><td>(91)</td><td>–</td></tr><tr><td>分佔一家合資企業 Share of (profit)/loss of a joint venture
（溢利）╱虧損</td><td></td><td>(196,103)</td><td>14,468</td></tr><tr><td>財務成本 Finance costs</td><td>7</td><td>135,554</td><td>82,421</td></tr><tr><td></td><td></td><td>1,184,907</td><td>1,351,031</td></tr><tr><td>收購持作開發以供出售的土地 Acquisition of land held for development
for sale</td><td></td><td>(613,062)</td><td>(269,860)</td></tr><tr><td>在建物業增加 Increase in properties under
development</td><td></td><td>(1,324,638)</td><td>(1,865,961)</td></tr><tr><td>持作出售的已竣工物業減少 Decrease in completed properties held
for sale</td><td></td><td>3,294,336</td><td>1,893,756</td></tr><tr><td>貿易應收賬款減少╱（增加） Decrease/(increase) in trade receivables</td><td></td><td>58,664</td><td>(109,438)</td></tr><tr><td>預付款項、其他應收款項及 Increase in prepayments, other
其他資產增加 receivables and other assets</td><td></td><td>(248,030)</td><td>(103,143)</td></tr><tr><td>貿易應付賬款增加 Increase in trade payables</td><td></td><td>77,478</td><td>664,922</td></tr><tr><td>合約負債（減少）╱增加 (Decrease)/increase in contract liabilities</td><td></td><td>(2,268,422)</td><td>75,789</td></tr><tr><td>其他應付款項、已收按金及 Increase/(decrease) in other payables,
應計費用增加╱（減少） deposits received and accruals</td><td></td><td>165,121</td><td>(378,473)</td></tr><tr><td>經營產生現金 Cash generated from operations</td><td></td><td>326,354</td><td>1,258,623</td></tr></table>
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11658445_92.pdf
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en
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<table><tr><td rowspan="2"></td><td rowspan="2">附註
Notes</td><td>2020年
2020</td><td>2019年
2019</td></tr><tr><td>人民幣千元
RMB’000</td><td>人民幣千元
RMB’000</td></tr><tr><td>經營活動所得現金流量（續） CASH FLOWS FROM OPERATING
ACTIVITIES (Continued)</td><td></td><td></td><td></td></tr><tr><td>經營產生現金 Cash generated from operations</td><td></td><td>326,354</td><td>1,258,623</td></tr><tr><td>已收利息 Interest received</td><td></td><td>5,208</td><td>7,883</td></tr><tr><td>已付利息 Interest paid</td><td></td><td>(135,223)</td><td>(277,982)</td></tr><tr><td>已付中國企業所得稅 PRC corporate income tax paid</td><td></td><td>(150,546)</td><td>(57,322)</td></tr><tr><td>已付中國土地增值稅 PRC land appreciation tax paid</td><td></td><td>(245,288)</td><td>(125,065)</td></tr><tr><td>經營活動（所用）╱所得現金流量Net cash flows (used in)/from operating
淨額 activities</td><td></td><td>(199,495)</td><td>806,137</td></tr><tr><td>投資活動所得現金流量 CASH FLOWS FROM INVESTING
ACTIVITIES</td><td></td><td></td><td></td></tr><tr><td>來自一家合資企業的 Settlement from/(advance to) a joint
結算╱向其墊款 venture</td><td></td><td>250,681</td><td>(6,668)</td></tr><tr><td>應收關聯方款項增加 Increase in amounts due from related
parties</td><td></td><td>–</td><td>(392,700)</td></tr><tr><td>應收董事款項減少 Decrease in amounts due from directors</td><td></td><td>–</td><td>83,591</td></tr><tr><td>購買物業、廠房及設備項目 Purchases of items of property, plant
and equipment</td><td>13</td><td>(56,869)</td><td>(4,025)</td></tr><tr><td>添置無形資產 Additions of intangible assets</td><td>16</td><td>(5,088)</td><td>(2,306)</td></tr><tr><td>添置投資物業 Additions of investment properties</td><td>14</td><td>(146,302)</td><td>(59,573)</td></tr><tr><td>購買按公平值計入損益之 Purchases of financial assets at fair value
金融資產 through profit or loss</td><td></td><td>(423,752)</td><td>–</td></tr><tr><td>收購附屬公司 Acquisitions of subsidiaries</td><td>37</td><td>72,292</td><td>–</td></tr><tr><td>出售物業、廠房及設備項目的Proceeds from disposal of items of
所得款項 property, plant and equipment</td><td></td><td>1,441</td><td>1,596</td></tr><tr><td>受限制現金（增加）╱減少 (Increase)/decrease in restricted cash</td><td></td><td>(110,551)</td><td>9,465</td></tr><tr><td>投資活動所用現金流量淨額 Net cash flows used in investing
activities</td><td></td><td>(418,148)</td><td>(370,620)</td></tr></table>
|
11684728_112.pdf
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en
|
# 1. CORPORATE AND GROUP INFORMATION (continued)
# Information about subsidiaries (continued)
# Particulars of the Company’s principal subsidiaries are as follows: (continued)
1. 公司及集團資料（續）
有關附屬公司的資料（續）
本公司主要附屬公司的詳情如下：（續）
<table><tr><td>Company name
公司名稱</td><td>Place and date
of incorporation/
registration and
place of operations
註冊成立╱註冊地點及
日期及營業地點</td><td>Nominal value
of issued and
paid-up share/
registered capital
已發行及繳足
股份面值╱註冊資本</td><td colspan="2">Percentage of
equity attributable
to the Company
本公司
應佔權益百分比</td><td>Principal activities
主要活動</td></tr><tr><td></td><td></td><td></td><td>Direct
直接</td><td>Indirect
間接</td><td></td></tr><tr><td></td><td></td><td></td><td>%</td><td>%</td><td></td></tr><tr><td>Shenzhen Maoye Oriental Times Department Store
Co., Ltd.
�圳���東��代百����司**</td><td>PRC/Mainland China
8 August 2005
中國╱中國大陸
2005年8月8日</td><td>RMB1,200,000
人民幣1,200,000元</td><td>–</td><td>82.8</td><td>Operation of a department
store
經營百貨店</td></tr><tr><td>Zhuhai City Maoye Department Store Co., Ltd.
珠����百����司**</td><td>PRC/Mainland China
24 August 2001
中國╱中國大陸
2001年8月24日</td><td>RMB4,800,000
人民幣4,800,000元</td><td>–</td><td>82.8</td><td>Operation of a department
store
經營百貨店</td></tr><tr><td>Chongqing Maoye Department Store Co., Ltd.
重���百����司**</td><td>PRC/Mainland China
27 August 2004
中國╱中國大陸
2004年8月27日</td><td>RMB30,000,000
人民幣30,000,000元</td><td>–</td><td>82.8</td><td>Operation of a department
store
經營百貨店</td></tr><tr><td>Taiyuan Maoye Department Store Co., Ltd.
����百����司**</td><td>PRC/Mainland China
11 April 2008
中國╱中國大陸
2008年4月11日</td><td>RMB1,005,000,000
人民幣1,005,000,000元</td><td>–</td><td>100</td><td>Operation of a department
store
經營百貨店</td></tr><tr><td>Chongqing Baifule Business and
Commerce Co., Ltd.
重�百�樂�����司**</td><td>PRC/Mainland China
16 September 2008
中國╱中國大陸
2008年9月16日</td><td>RMB102,481,500
人民幣102,481,500元</td><td>–</td><td>82.8</td><td>Operation of a supermarket
經營超市</td></tr><tr><td>Shanxi Maoye Land and Real Estate
Development Co., Ltd. (“Sh”anxi Real Estate)
�⻄�������開����司
（「�⻄���」）**</td><td>PRC/Mainland China
18 November 2008
中國╱中國大陸
2008年11月18日</td><td>RMB100,000,000
人民幣100,000,000元</td><td>–</td><td>100</td><td>Property development
房地產發展</td></tr></table>
|
11684728_113.pdf
|
en
|
# 1. CORPORATE AND GROUP INFORMATION (continued)
# Information about subsidiaries (continued)
# Particulars of the Company’s principal subsidiaries are as follows: (continued)
1. 公司及集團資料（續）
有關附屬公司的資料（續）
本公司主要附屬公司的詳情如下：（續）
<table><tr><td>Company name
公司名稱</td><td>Place and date
of incorporation/
registration and
place of operations
註冊成立╱註冊地點及
日期及營業地點</td><td>Nominal value
of issued and
paid-up share/
registered capital
已發行及繳足
股份面值╱註冊資本</td><td colspan="2">Percentage of
equity attributable
to the Company
本公司
應佔權益百分比</td><td>Principal activities
主要活動</td></tr><tr><td></td><td></td><td></td><td>Direct
直接</td><td>Indirect
間接</td><td></td></tr><tr><td></td><td></td><td></td><td>%</td><td>%</td><td></td></tr><tr><td>Changzhou Maoye Department Store Co., Ltd.
常���百����司**</td><td>PRC/Mainland China
21 May 2009
中國╱中國大陸
2009年5月21日</td><td>RMB5,000,000
人民幣5,000,000元</td><td>–</td><td>100</td><td>Operation of a department
store
經營百貨店</td></tr><tr><td>Shenzhen Maolehui-commmerce Co., Ltd.
�圳�樂惠���務��責��司**</td><td>PRC/Mainland China
26 July 2019
中國╱中國大陸
2019年7月26日</td><td>RMB5,000,000
人民幣5,000,000元</td><td>–</td><td>98</td><td>Operation of a department
store
經營百貨店</td></tr><tr><td>Shenyang Maoye Times Property Co., Ltd.
�陽���代�����司**</td><td>PRC/Mainland China
24 September 2007
中國╱中國大陸
2007年9月24日</td><td>RMB8,000,000
人民幣8,000,000元</td><td>–</td><td>100</td><td>Property development
房地產發展</td></tr><tr><td>Shenzhen Municipal Maoye
Advertisement Co., Ltd.
�圳����告���司**</td><td>PRC/Mainland China
25 December 2002
中國╱中國大陸
2002年12月25日</td><td>RMB2,000,000
人民幣2,000,000元</td><td>–</td><td>100</td><td>Provision of advertising
services
提供廣告服務</td></tr><tr><td>Taizhou First Department Store Co., Ltd.
���一百��������司**</td><td>PRC/Mainland China
20 May 1994
中國╱中國大陸
1994年5月20日</td><td>RMB18,950,000
人民幣18,950,000元</td><td>–</td><td>80.57</td><td>Operation of a department
store
經營百貨店</td></tr></table>
|
7563041_179.pdf
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en
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# 37. SUBSIDIARIES
Particulars of the Company’s subsidiaries are as follows:
37. 附屬公司
本公司附屬公司的詳情如下：
<table><tr><td>Name of subsidiaries
附屬公司名稱</td><td>Place of
incorporation/
establishment
註冊成立╱
設立地點</td><td>Place of
operation
營運地點</td><td>Issued and fully
paid share capital/
registered capital
已發行及繳足
股本╱註冊資本</td><td>Kind of
legal entity
法人實體類型</td><td colspan="4">Percentage of equity
interest/voting power
attributable to the Company
本公司應佔股權╱投票權百分比</td><td> Principal activities
主要業務</td></tr><tr><td></td><td></td><td></td><td></td><td></td><td colspan="2">Direct
直接</td><td colspan="2">Indirect
間接</td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td>2020
2020年</td><td>2019
2019年</td><td>2020
2020年</td><td>2019
2019年</td><td></td></tr><tr><td>Windrider Technology Company
Limited</td><td>The BVI
英屬處女群島</td><td>Hong Kong
香港</td><td>Ordinary shares
US$100
普通股100美元</td><td>Company with limited
liability
有限公司</td><td>100%</td><td>100%</td><td>–</td><td>–</td><td> Investment holding
投資控股</td></tr><tr><td>Techwide Management Company
Limited</td><td>The BVI
英屬處女群島</td><td>Hong Kong
香港</td><td>Ordinary shares
US$100
普通股100美元</td><td>Company with limited
liability
有限公司</td><td>–</td><td>–</td><td>100%</td><td>100%</td><td> Investment holding
投資控股</td></tr><tr><td>Wai Chi Electronic Technology
Management Company Limited
偉志電子科技管理有限公司</td><td>Hong Kong
香港</td><td>Hong Kong
香港</td><td>Ordinary shares
HK$100,000
普通股100,000港元</td><td>Company with limited
liability
有限公司</td><td>–</td><td>–</td><td>100%</td><td>100%</td><td> Investment holding
投資控股</td></tr><tr><td>Ecosquare Energy Company
Limited</td><td>The BVI
英屬處女群島</td><td>Hong Kong
香港</td><td>Ordinary shares
US$100
普通股100美元</td><td>Company with limited
liability
有限公司</td><td>–</td><td>–</td><td>100%</td><td>100%</td><td> Investment holding
投資控股</td></tr><tr><td>Wai Chi Energy Services
Company Limited
偉志節能服務有限公司</td><td>Hong Kong
香港</td><td>Hong Kong
香港</td><td>Ordinary shares
HK$100,000
普通股100,000港元</td><td>Company with limited
liability
有限公司</td><td>–</td><td>–</td><td>100%</td><td>100%</td><td> Investment holding
投資控股</td></tr><tr><td>Aled Solution Company Limited</td><td> The BVI
英屬處女群島</td><td>Hong Kong
香港</td><td>Ordinary shares
US$100
普通股100美元</td><td>Company with limited
liability
有限公司</td><td>–</td><td>–</td><td>100%</td><td>100%</td><td> Investment holding
投資控股</td></tr><tr><td>Wai Chi Group (HK) Limited
偉志集團有限公司</td><td>Hong Kong
香港</td><td>Hong Kong
香港</td><td>Ordinary shares
HK$135,100,000
普通股
135,100,000港元</td><td>Company with limited
liability
有限公司</td><td>–</td><td>–</td><td>100%</td><td>100%</td><td> Investment holding
投資控股</td></tr></table>
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7563041_180.pdf
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en
|
# 37. SUBSIDIARIES (continued)
37. 附屬公司（續）
<table><tr><td>Name of subsidiaries
附屬公司名稱</td><td>Place of
incorporation/
establishment
註冊成立╱
設立地點</td><td>Place of
operation
營運地點</td><td>Issued and fully
paid share capital/
registered capital
已發行及繳足
股本╱註冊資本</td><td>Kind of
legal entity
法人實體類型</td><td colspan="4">Percentage of equity
interest/voting power
attributable to the Company
本公司應佔股權╱投票權百分比</td><td> Principal activities
主要業務</td></tr><tr><td></td><td></td><td></td><td></td><td></td><td colspan="2">Direct
直接</td><td colspan="2">Indirect
間接</td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td>2020
2020年</td><td>2019
2019年</td><td>2020
2020年</td><td>2019
2019年</td><td></td></tr><tr><td>Wai Chi Opto Technology Limited
偉志光電有限公司</td><td>The PRC
中國</td><td>The PRC
中國</td><td>Ordinary shares
HK$62,380,000
普通股
62,380,000港元</td><td>Company with limited
liability
有限公司</td><td>–</td><td>–</td><td>100%</td><td>100%</td><td> Trading of LED
backlight and
lighting products
and semiconductor
memory chips
買賣LED背光、
照明產品及半導
體存儲芯片</td></tr><tr><td>Wai Chi Opto Technology
(Shenzhen) Limited* (Note a)
偉志光電（深圳）有限公司
（附註a）</td><td>The PRC
中國</td><td>The PRC
中國</td><td>Registered capital
RMB97,128,000
註冊資本
人民幣97,128,000元</td><td>Company with limited
liability
有限公司</td><td>–</td><td>–</td><td>100%</td><td>100%</td><td> Manufacture and sale
of LED backlight
and lighting
products and
sourcing business
製造及銷售LED背光
及照明產品及採
購業務</td></tr><tr><td>Sanxia Wai Chi Opto Technology
(Yichang) Limited* (Note b)
三峽偉志光電（宜昌）有限公司
（附註b）</td><td>The PRC
中國</td><td>The PRC
中國</td><td>Registered capital
RMB30,000,000
註冊資本
人民幣30,000,000元</td><td>Company with limited
liability
有限公司</td><td>–</td><td>–</td><td>100%</td><td>100%</td><td> Manufacture and sale
of LED lighting
products and
provision of LED
light instalation
service
製造及銷售LED照明
產品及提供LED照
明安裝服務</td></tr></table>
|
20742297_4.pdf
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en
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FIG. 3: One-loop level Feynman diagrams inducing the \( Z Z ^ { \ast } \gamma \)(\( V = \gamma \)) coupling.
which is necessary to obtain nonzero results and is consistent with the Lorentz structure of the Lagrangian. We also have introduced the shorthand notation \( B _ { a b } ( c ^ { 2 } ) \, = \, B _ { 0 } ( c ^ { 2 } , m _ { a } ^ { 2 } , m _ { b } ^ { 2 } ) \), \( C _ { a b c } ( p _ { 2 } ^ { 2 } ) \, = \, C _ { 0 } ( m _ { Z } ^ { 2 } , 0 , p _ { 2 } ^ { 2 } , m _ { a } ^ { 2 } , m _ { b } ^ { 2 } , m _ { c } ^ { 2 } ) \) and \( C _ { a b c } ( q ^ { 2 } ) \, = \, C _ { 0 } ( m _ { Z } ^ { 2 } , m _ { Z } ^ { 2 } , q ^ { 2 } , m _ { a } ^ { 2 } , m _ { b } ^ { 2 } , m _ { c } ^ { 2 } ) \), where \( B _ { 0 } \) and \( C _ { 0 } \) stand for Passarino-Veltman scalar functions. From the above expressions, it is evident that the form factors vanish when the masses of the charged scalar bosons are degenerate. It is also straightforward to show that ultraviolet divergences cancel out.
# B. \( Z Z \gamma ^ { * } \) coupling
The Feynman diagrams for the \( Z _ { \alpha } ( p _ { 1 } ) Z _ { \beta } ( p _ { 2 } ) \gamma _ { \mu } ^ { * } ( q ) \) couplings are similar to those inducing the \( Z Z ^ { * } \gamma \) coupling, but in this case the photon is off-shell. The corresponding form factor is given by:
\[ \begin{array} { r l } { f _ { 4 } ^ { \gamma } ( q ^ { 2 } , m _ { i } ^ { 2 } , m _ { j } ^ { 2 } ) \; = \; \frac { m _ { Z } ^ { 2 } \, \mathrm { I m } \, \left( g _ { i j } ^ { Z } g _ { j i } ^ { Z ^ { + } } \right) } { 1 2 m _ { Z } ^ { 2 } \pi ^ { 2 } q ^ { 2 } ( 4 m _ { Z } ^ { 2 } - q ^ { 2 } ) ^ { 2 } } \Big \{ ( m _ { i } ^ { 2 } - m _ { j } ^ { 2 } ) \, \big ( 1 2 m _ { Z } ^ { 2 } B _ { i j } ( m _ { Z } ^ { 2 } ) + ( 4 m _ { Z } ^ { 2 } - q ^ { 2 } ) ( 1 - B _ { i j } ( 0 ) ) \big ) } \\ { \; + \; \; \left( q ^ { 2 } \, ( m _ { i } ^ { 2 } + 3 m _ { j } ^ { 2 } + 7 m _ { Z } ^ { 2 } - q ^ { 2 } ) + 6 \, \big ( m _ { i } ^ { 2 } - m _ { j } ^ { 2 } \big ) ^ { 2 } - 2 m _ { Z } ^ { 2 } ( 8 m _ { i } ^ { 2 } - 3 m _ { Z } ^ { 2 } ) \right) B _ { i i } ( q ^ { 2 } ) } \\ { \; - \; \; 6 \, \big ( m _ { i } ^ { 2 } - m _ { j } ^ { 2 } - m _ { Z } ^ { 2 } \big ) \, \Big ( m _ { i } ^ { 4 } - 2 m _ { i } ^ { 2 } \, \big ( m _ { j } ^ { 2 } + m _ { Z } ^ { 2 } \big ) + \big ( m _ { j } ^ { 2 } - m _ { Z } ^ { 2 } \big ) ^ { 2 } + m _ { j } ^ { 2 } q ^ { 2 } \Big ) \, C _ { i j i } ( q ^ { 2 } ) - \big ( i \leftrightarrow j \big ) \Big \} , \mathrm { \small ~ ( 1 0 ) } } \end{array} \]
where q is the photon four-momentum. As expected, this form factor is proportional to \( \mathrm { I m } ( g _ { i j } ^ { Z } g _ { j i } ^ { Z ^ { * } } ) \) and vanishes when \( m _ { i } = m _ { j } \) .
# C. \( Z Z Z ^ { * } \) coupling
Because of Bose symmetry, in the case of the \( Z Z Z ^ { * } \) coupling, there are several more diagrams than those inducing the \( Z Z ^ { \ast } \gamma \) vertex. We present in Figure 4 the generic Feynman diagrams from which all diagrams inducing the
|
20742297_5.pdf
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en
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FIG. 4: Generic one-loop Feynman diagrams for the \( Z Z Z ^ { * } \) coupling. The complete set of diagrams is obtained by permuting \( Z _ { \alpha } ( p _ { 1 } ) \) and \( Z _ { \beta } ( p _ { 2 } ) \) and exchanging the charged scalars bosons.
\( Z Z Z ^ { * } \) vertex can be generated. Notice that diagrams (2) and (3) are obtained from diagram (1) after performing the permutations \( Z _ { \alpha } ( p _ { 1 } ) \leftrightarrow Z _ { \mu } ( q ) \), and \( Z _ { \beta } ( p _ { 2 } ) \leftrightarrow Z _ { \mu } ( q ) \), respectively. Additional diagrams are obtained from these diagrams following a similar procedure as that described in Fig. 3: for each one of the Feynman diagrams of Fig. 4 there are three more diagrams that are obtained similarly as diagrams (b)-(d) of Fig. 3, which are obtained from diagram (a) by permuting the Z gauge bosons and exchanging the charged scalars. Therefore, there are a total of twelve Feynman diagrams for the \( Z Z Z ^ { * } \) coupling. By using the appropriate simplifications, the amplitude of each diagram of Figure 4 reduces to those of the \( Z Z ^ { \ast } \gamma \) and \( Z Z \gamma ^ { * } \) couplings. The diagrams (2) and (3) of Fig. 4 not only are required by Bose symmetry but, once their amplitudes are added up, ultraviolet divergences cancel out. After the Passarino-Veltman method is applied, we obtain the following result
\[ \begin{array} { r l } { f _ { 4 } ^ { Z } ( q ^ { 2 } , m _ { i } ^ { 2 } , m _ { j } ^ { 2 } ) \! \! } & { = \, \frac { m _ { Z } ^ { 2 } g _ { i i } ^ { Z } \mathrm { I m } \left( g _ { i j } ^ { Z } g _ { j i } ^ { Z ^ { + } } \right) } { 1 2 \pi ^ { 2 } s _ { W } q ^ { 2 } ( q ^ { 2 } - m _ { Z } ^ { 2 } ) ( q ^ { 2 } - 4 m _ { Z } ^ { 2 } ) ^ { 2 } } } \\ { \times } & { \Big \{ q ^ { 2 } \left( q ^ { 2 } \left( m _ { i } ^ { 2 } + 3 m _ { j } ^ { 2 } + 7 m _ { Z } ^ { 2 } \right) + 6 \left( m _ { i } ^ { 2 } - m _ { j } ^ { 2 } \right) ^ { 2 } - 1 6 m _ { i } ^ { 2 } m _ { Z } ^ { 2 } - 6 m _ { Z } ^ { 4 } - q ^ { 4 } \right) B _ { \mathrm { i i } } ( q ^ { 2 } ) } \\ { + \, \left( m _ { Z } ^ { 2 } q ^ { 2 } \left( 1 0 m _ { Z } ^ { 2 } - 1 3 m _ { i } ^ { 2 } - 3 m _ { j } ^ { 2 } \right) + 6 m _ { Z } ^ { 2 } ( m _ { i } ^ { 2 } - m _ { j } ^ { 2 } ) \left( m _ { i } ^ { 2 } - m _ { j } ^ { 2 } + 2 m _ { Z } ^ { 2 } \right) + q ^ { 4 } \left( 4 m _ { i } ^ { 2 } - m _ { Z } ^ { 2 } \right) \right) B _ { \mathrm { i i } } ( m _ { Z } ^ { 2 } ) } \\ { - \, \left( m _ { i } ^ { 2 } - m _ { j } ^ { 2 } \right) \left( 2 q ^ { 2 } \left( 4 m _ { Z } ^ { 2 } - q ^ { 2 } \right) ( 1 - B _ { i j } ( 0 ) ) - 3 q ^ { 4 } B _ { i j } ( q ^ { 2 } ) - 3 m _ { Z } ^ { 2 } \left( 4 m _ { Z } ^ { 2 } - 7 q ^ { 2 } \right) B _ { i j } ( m _ { Z } ^ { 2 } ) \right) } \\ { - \, \left. 6 \left( m _ { i } ^ { 2 } - m _ { j } ^ { 2 } + 2 m _ { Z } ^ { 2 } \right) \left( m _ { Z } ^ { 2 } q ^ { 2 } \left( m _ { Z } ^ { 2 } - 3 m _ { i } ^ { 2 } - m _ { j } ^ { 2 } \right) + m _ { Z } ^ { 2 } \left( m _ { i } ^ { 2 } - m _ { j } ^ { 2 } \right) ^ { 2 } + m _ { i } ^ { 2 } q ^ { 4 } \right) C _ { i i j } ( q ^ { 2 } ) } \\ { - \, \left. 6 q ^ { 2 } \left( m _ { i } ^ { 2 } - m _ { j } ^ { 2 } - m _ { Z } ^ { 2 } \right) \left( m _ { i } ^ \]
where q is now the four-momentum of the off-shell Z boson. We note that all the properties discussed above are also present in this form factor. In the next section we will evaluate the CP-violating TNGBCs for illustrative values of the charged scalar boson masses and the four-momentum of the virtual gauge boson.
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图 4：沪深 300 和食品饮料指数
资料来源：Wind,长江证券研究所
图 5：食品饮料指数相对沪深 300 的累计超额收益
资料来源：Wind,长江证券研究所
图 6：各线白酒相对沪深 300 估值（TTM）
资料来源：Wind,长江证券研究所
图 7：白酒和大众品相对估值对比
资料来源：Wind,长江证券研究所
表 2：周度涨跌幅榜
<table><tr><td>证券代码</td><td>证券简称</td><td>周涨跌幅/%</td><td>周成交量/万手</td><td>周换手率/%</td><td>周均价/元</td><td>周振幅/%</td></tr><tr><td>600084.SH</td><td>中葡股份</td><td>15.76</td><td>275.02</td><td>27.55</td><td>11.53</td><td>22.64</td></tr><tr><td>600300.SH</td><td>维维股份</td><td>8.56</td><td>115.98</td><td>6.94</td><td>7.31</td><td>12.55</td></tr><tr><td>002719.SZ</td><td>麦趣尔</td><td>7.83</td><td>44.83</td><td>118.52</td><td>64.98</td><td>18.29</td></tr><tr><td>600873.SH</td><td>梅花生物</td><td>7.19</td><td>633.37</td><td>20.38</td><td>7.10</td><td>9.43</td></tr><tr><td>000869.SZ</td><td>张裕A</td><td>6.79</td><td>11.13</td><td>2.45</td><td>38.71</td><td>7.16</td></tr><tr><td>600616.SH</td><td>金枫酒业</td><td>5.52</td><td>55.63</td><td>11.40</td><td>11.36</td><td>6.06</td></tr><tr><td>000848.SZ</td><td>承德露露</td><td>5.49</td><td>72.87</td><td>7.45</td><td>11.92</td><td>6.43</td></tr><tr><td>600887.SH</td><td>伊利股份</td><td>4.76</td><td>326.60</td><td>5.41</td><td>18.49</td><td>10.18</td></tr><tr><td>600779.SH</td><td>水井坊</td><td>4.20</td><td>26.74</td><td>5.47</td><td>17.24</td><td>4.91</td></tr><tr><td>002304.SZ</td><td>洋河股份</td><td>2.65</td><td>11.83</td><td>0.96</td><td>68.51</td><td>2.93</td></tr><tr><td>002661.SZ</td><td>克明面业</td><td>2.49</td><td>15.96</td><td>6.44</td><td>18.31</td><td>4.81</td></tr><tr><td>300146.SZ</td><td>汤臣倍健</td><td>2.33</td><td>63.57</td><td>7.39</td><td>12.99</td><td>2.95</td></tr><tr><td>600519.SH</td><td>贵州茅台</td><td>2.22</td><td>14.80</td><td>1.18</td><td>311.94</td><td>3.11</td></tr><tr><td>000596.SZ</td><td>古井贡酒</td><td>2.21</td><td>15.05</td><td>3.92</td><td>48.40</td><td>4.61</td></tr><tr><td>600132.SH</td><td>重庆啤酒</td><td>2.20</td><td>25.47</td><td>5.26</td><td>17.59</td><td>7.27</td></tr></table>
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<table><tr><td>002582.SZ</td><td>好想你</td><td>2.16</td><td>27.21</td><td>34.73</td><td>42.77</td><td>8.16</td></tr><tr><td>000858.SZ</td><td>五粮液</td><td>2.06</td><td>115.33</td><td>3.04</td><td>34.81</td><td>3.34</td></tr><tr><td>600809.SH</td><td>山西汾酒</td><td>1.65</td><td>33.90</td><td>3.91</td><td>22.61</td><td>5.89</td></tr><tr><td>600597.SH</td><td>光明乳业</td><td>1.65</td><td>44.26</td><td>3.62</td><td>14.19</td><td>4.01</td></tr><tr><td>603589.SH</td><td>口子窖</td><td>1.59</td><td>17.22</td><td>5.87</td><td>34.40</td><td>3.03</td></tr><tr><td>000895.SZ</td><td>双汇发展</td><td>1.45</td><td>90.54</td><td>2.74</td><td>22.03</td><td>4.57</td></tr><tr><td>600059.SH</td><td>古越龙山</td><td>1.37</td><td>47.37</td><td>5.86</td><td>10.31</td><td>3.23</td></tr><tr><td>603288.SH</td><td>海天味业</td><td>1.10</td><td>7.44</td><td>2.74</td><td>31.11</td><td>2.52</td></tr><tr><td>000568.SZ</td><td>泸州老窖</td><td>1.08</td><td>59.75</td><td>4.26</td><td>33.62</td><td>3.03</td></tr><tr><td>600298.SH</td><td>安琪酵母</td><td>1.01</td><td>31.79</td><td>3.92</td><td>16.88</td><td>3.45</td></tr><tr><td>600429.SH</td><td>三元股份</td><td>0.95</td><td>30.93</td><td>3.50</td><td>8.48</td><td>4.65</td></tr><tr><td>600600.SH</td><td>青岛啤酒</td><td>0.84</td><td>15.87</td><td>2.28</td><td>30.98</td><td>1.62</td></tr><tr><td>000929.SZ</td><td>兰州黄河</td><td>0.76</td><td>25.71</td><td>13.85</td><td>20.86</td><td>5.83</td></tr><tr><td>600702.SH</td><td>沱牌舍得</td><td>0.60</td><td>38.99</td><td>11.56</td><td>23.32</td><td>4.93</td></tr><tr><td>002515.SZ</td><td>金字火腿</td><td>0.43</td><td>82.57</td><td>22.83</td><td>19.09</td><td>10.40</td></tr><tr><td>603369.SH</td><td>今世缘</td><td>0.37</td><td>26.45</td><td>3.89</td><td>13.31</td><td>3.00</td></tr><tr><td>000729.SZ</td><td>燕京啤酒</td><td>0.13</td><td>55.67</td><td>2.22</td><td>7.61</td><td>1.84</td></tr><tr><td>600543.SH</td><td>莫高股份</td><td>0.00</td><td>0.00</td><td>0.00</td><td>0.00</td><td>0.00</td></tr><tr><td>603198.SH</td><td>迎驾贡酒</td><td>-0.08</td><td>29.25</td><td>17.58</td><td>23.71</td><td>3.78</td></tr><tr><td>002557.SZ</td><td>洽洽食品</td><td>-0.11</td><td>14.03</td><td>2.77</td><td>17.49</td><td>2.86</td></tr><tr><td>002461.SZ</td><td>珠江啤酒</td><td>-0.30</td><td>21.37</td><td>3.14</td><td>13.23</td><td>4.55</td></tr><tr><td>600365.SH</td><td>通葡股份</td><td>-0.40</td><td>57.95</td><td>14.49</td><td>12.58</td><td>6.56</td></tr><tr><td>002495.SZ</td><td>佳隆股份</td><td>-0.41</td><td>218.65</td><td>32.83</td><td>7.28</td><td>4.89</td></tr><tr><td>600872.SH</td><td>中炬高新</td><td>-0.42</td><td>39.99</td><td>5.02</td><td>16.42</td><td>3.31</td></tr><tr><td>600199.SH</td><td>金种子酒</td><td>-0.59</td><td>51.39</td><td>9.25</td><td>10.11</td><td>3.17</td></tr><tr><td>002570.SZ</td><td>贝因美</td><td>-0.75</td><td>51.67</td><td>5.06</td><td>12.07</td><td>4.22</td></tr><tr><td>002646.SZ</td><td>青青稞酒</td><td>-0.75</td><td>15.03</td><td>3.34</td><td>20.02</td><td>2.59</td></tr><tr><td>600197.SH</td><td>伊力特</td><td>-0.93</td><td>34.66</td><td>7.86</td><td>14.99</td><td>2.79</td></tr><tr><td>600559.SH</td><td>老白干酒</td><td>-0.98</td><td>22.76</td><td>6.50</td><td>24.58</td><td>4.32</td></tr><tr><td>600186.SH</td><td>莲花味精</td><td>-1.24</td><td>87.26</td><td>8.22</td><td>5.61</td><td>4.26</td></tr><tr><td>002770.SZ</td><td>科迪乳业</td><td>-1.36</td><td>35.19</td><td>12.96</td><td>12.36</td><td>5.38</td></tr><tr><td>002702.SZ</td><td>海欣食品</td><td>-1.37</td><td>48.97</td><td>29.86</td><td>19.02</td><td>7.35</td></tr><tr><td>000716.SZ</td><td>黑芝麻</td><td>-1.42</td><td>59.05</td><td>10.73</td><td>7.70</td><td>6.07</td></tr><tr><td>600073.SH</td><td>上海梅林</td><td>-1.50</td><td>64.38</td><td>6.87</td><td>11.94</td><td>5.24</td></tr><tr><td>002216.SZ</td><td>三全食品</td><td>-1.71</td><td>27.88</td><td>4.89</td><td>9.92</td><td>6.63</td></tr><tr><td>000752.SZ</td><td>西藏发展</td><td>-1.80</td><td>29.52</td><td>11.19</td><td>18.71</td><td>5.66</td></tr><tr><td>000995.SZ</td><td>*ST皇台</td><td>-1.80</td><td>14.79</td><td>8.33</td><td>17.50</td><td>3.32</td></tr><tr><td>002330.SZ</td><td>得利斯</td><td>-1.82</td><td>23.76</td><td>4.73</td><td>12.03</td><td>4.70</td></tr><tr><td>600305.SH</td><td>恒顺醋业</td><td>-2.00</td><td>24.07</td><td>3.99</td><td>11.91</td><td>4.32</td></tr><tr><td>002481.SZ</td><td>双塔食品</td><td>-2.00</td><td>86.56</td><td>7.08</td><td>7.91</td><td>6.12</td></tr><tr><td>002329.SZ</td><td>皇氏集团</td><td>-2.01</td><td>113.72</td><td>23.51</td><td>16.01</td><td>10.31</td></tr></table>
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# DEAR SHAREHOLDERS,
On behalf of the board of directors (the “Board”) of Sunfonda Group Holdings Limited (the “Company”), I am pleased to present the interim report of the Company and its subsidiaries (the “Group”) for the six months ended 30 June 2020.
In the first half of 2020, the worldwide outbreak of the novel coronavirus pneumonia (the “COVID-19”) pandemic had an unprecedented impact on the global economy. Currently, the overseas pandemic status and the global economic situation are still relatively complicated. Fortunately, the outbreak has gradually been brought under control and the overall situation has improved in Mainland China. The Chinese government has also successively introduced various measures to promote economic recovery, and the Chinese economy has gradually overcome the adverse impact of the pandemic to enter a phase of gradual recovery. Various economic indicators are improving, China’s basic livelihood is under strong protection, and the long-term positive trend of the economy is relatively clear. In order to cope with the impact of the COVID-19 pandemic and promote the stable operation of the automobile economy, the state and local governments have successively introduced various stimulus policies since February 2020, including provision of financial subsidies, relaxation of purchase restrictions, introduction of “rural subsidy program for vehicles” and promotion of the development of used car market. On the whole, the comprehensive policy guidance for the resumption of work and production and the introduction of a series of policies on automobile consumption have promoted the obvious recovery of the domestic automobile market. According to the information published by the China Association of Automobile Manufacturers, despite a year-on-year decrease for the first half of the year due to the impact of the COVID-19 pandemic, the production and sales volume of passenger vehicles of China has grown for four consecutive months since February 2020, showing an obvious V-shaped recovery in the market, especially the luxury automobile market has continued strong growth, with its market share continuing to increase and reaching new high.
During the first half of 2020, in the circumstance of a decrease of business days due to the impact of the COVID-19 pandemic, the performance of the Group’s brand stores was better than expected. The Group sold 13,296 new automobiles. The revenue from sales of new vehicles amounted to RMB3,950.2 million, representing a slight decrease of 1.0% as compared with the same period in 2019; revenue from after-sales service reached RMB490.7 million, representing a slight decrease of 9.0% as compared with RMB539.3 million for the same period in 2019; and gross profit was approximately RMB314.3 million, representing a decrease of 3.5% as compared with RMB325.8 million for the same period in 2019.
The pandemic has also changed consumers’ travel habits and car purchase plans, and the demand of travelling by private cars has become stronger. In order to cope with the impact of the pandemic, the Group actively adjusted
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our operation strategies, and continued to promote innovative development while consolidating our existing core businesses, for which the specific measures it took included but not limited to the introduction and expansion of emerging sales models such as vertical network platforms and we-media, optimisation and adjustment of service processes and organizational structures to enhance customer service experience, etc. Particularly, since April 2020, the Group has launched a customer interview column, which was well received. Subsequently, the Group successfully organised test ride and test drive activities for the media, which were also widely recognised, and expanded brand awareness and comprehensive influence as well. Through unremitting efforts, the overall business of the Group has still maintained a good momentum of development in the spread of the pandemic. At the same time, the Group will always maintain a sense of crisis and fighting spirit to ensure that we can continuously exploit our pioneering advantages in a complex market environment.
Due to the impact of the pandemic, the global economy has been greatly impacted, and China’s economy is also facing great challenges and pressures, consumers’ purchasing power may decline under such circumstances. We expect that the domestic and even the global automobile markets will still face great challenges in the second half of 2020. In such a complex automobile market environment, on the one hand, the Group will stay alert to the macroeconomy, and timely adjust the brand structure according to the changes in market conditions and the market demand to enhance market competitiveness. On the other hand, the Group will focus on customer needs to develop new online sales models, improve efficiency through service process optimisation and digital services, and attract more customers by improving customer experience, in an effort to create more returns for shareholders.
On behalf of the Board, I would like to express our sincere gratitude to all shareholders and business partners for their continued trust and support to the Group, and our sincere gratitude to all employees for their unremitting efforts. In a complex economic environment, all staff across the Group are urged to make concerted efforts to work hard, steadily and innovatively move forward, and strive to promote overall business growth.
Chairman of the Board
Wu Tak Lam
28 August 2020
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of \( \sim \, 1 0 ^ { 8 - 9 } M _ { \odot } \) do host stars. These halos can be observed as ultrafaint galaxies. These systems are currently the most DM-dominated systems with a ratio of DM to stellar mass significantly exceeding a factor of a hundred. DM halos below this threshold are expected to be depleted of stars and are effectively invisible. Halos at and below the galaxy formation threshold offer a pristine environment in which baryonic physics is subdominant to the dark matter behavior, and hence are substantially less affected by baryonic systematics.
# 5.2 Observational Probes
In the following we list some of the promising current and future probes that can probe the abundance and inner composition of halos in the mass range of \( 1 0 ^ { 6 - 9 } M _ { \odot } \).
# 5.2.1 Ultra-faint galaxies
Ultra-faint dwarf (UFD) galaxies, defined as dark matter-dominated stellar systems with luminosity \( L < 1 0 ^ { 5 } \)\( ; L _ { \odot } \) [435], occupy the smallest dark matter halos that form galaxies, with \( 1 0 ^ { 8 } ~ M _ { \odot } \lesssim M _ { \mathrm { h a l o } } \lesssim 1 0 ^ { 1 0 } ~ M _ { \odot } \)[436, 437]. These systems therefore provide crucial information about the astrophysical processes that govern the faint end of galaxy formation and the dark matter physics that impacts the abundance and properties of halos near the galaxy formation threshold.
To date, ultra-faints have exclusively been detected within distances of ∼ 300 kpc as satellites of the Milky Way. Deep photometric surveys including the Dark Energy Survey have significantly increased the number of known Milky Way satellites in recent years, which now exceeds ∼ 60 systems [438]. Nevertheless, both empirical and theoretical arguments suggest that our census of ultra-faints—even within the Milky Way’s virial radius—is highly incomplete [439–441]. Forthcoming observational facilities including the Vera C. Rubin Ob-servatory and the Nancy Grace Roman Space Telescope are expected to drastically improve upon current ultra-faint detection capabilities. Specifically, Rubin is forecasted to discover the entire population of UFD Milky Way satellites in the Southern hemisphere outside the Galactic disk and with surface brightness down to \( \sim 3 2 \mathrm { m a g ~ a r c s e c } ^ { - 2 } \)[157, 314]. Excitingly, these detections are expected to extend well beyond distances of 300 kpc, allowing UFD populations to be characterized throughout much of the Local Volume [442].
Our understanding of the dark matter halos that host ultra-faints has significantly im-proved over the last decade. In particular, hydrodynamical simulations have started to re-solve the formation and evolution of UFDs in a cosmological context, including as satellites of larger hosts [443–448]. In parallel, semi-analytic and empirical galaxy–halo connection models have been combined with observations to infer ultra-faints’ halo properties; in these models, the number of observable ultra-faints suggests that these systems occupy halos with masses down to \( \sim 1 0 ^ { 8 } \)\( : M _ { \odot } \) (near the “atomic cooling limit”; [436, 437, 449, 450]) or even lower [451, 452]. The fraction of low-mass halos that host UFDs and the scatter in the stellar mass–halo mass relation for these systems are also being studied in order to precisely characterize the properties of halos near the galaxy formation threshold [453–456].
Ultra-faints provide stringent constraints on dark matter particle properties. Specifically, the number of observable UFD Milky Way satellites informs dark matter physics that sup-presses the present-day abundance of dark matter halos with masses of \( \sim 1 0 ^ { 8 } ~ M _ { \odot } \), yielding
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lower limits on the mass of thermal relic warm dark matter of ∼ 5 keV [449, 457–466] and on the mass of ultra-light dark matter of \( \sim \, 1 0 ^ { - 2 1 } \) eV [464, 467]. Similar analyses con-strain the strength of dark matter–Standard Model interactions at the \( \sim ~ 1 0 ^ { - 3 0 } \mathrm { { c m } ^ { 2 } } \) level[29, 154, 155, 464] and the dark matter particle lifetime at the ∼ 10 Gyr level [468, 469].Furthermore, stellar velocity dispersion measurements for brighter dwarf galaxies inform the strength and velocity-dependence of dark matter self-interactions, with sensitivity to cross sections of \( \sim 1 \mathrm { c m ^ { 2 } } \) \( \mathrm { g } ^ { - 1 } \)[470, 471], and combining measurements of UFD internal dynamics from upcoming spectroscopic facilities and giant segmented mirror telescopes [472] with their population statistics will further inform self-interacting dark matter models [473–475].
The forthcoming observations discussed above are expected to increase the sample of known UFDs near the galaxy formation threshold, reducing statistical uncertainties and improving the corresponding dark matter constraints. For example, Rubin observations are forecasted to probe halo masses below \( \sim 1 0 ^ { 8 } \; M _ { \odot } \) [157]. If these halos are occupied by ultra-faints, these observations will provide evidence for the existence of galaxies formed through molecular hydrogen cooling; otherwise, they will determine the halo mass threshold and stochasticity associated with galaxy formation. Thus, combining these measurements with purely gravitational probes of small-scale structure will enable the detection of completely dark halos.
# 5.2.2 Lyman-alpha forest
The intergalactic medium (IGM) is the rarefied gas that fills the vast volumes between the galaxies in the Universe. Physical effects, ranging from the nature of dark matter to the radiation from star-forming galaxies and quasars, set the observable properties of the IGM, making the IGM a powerful probe of both fundamental physics and astrophysics. Baryons in the IGM trace dark matter fluctuations on Mpc scales, while on smaller (\( \lesssim \) 100 kpc scales) the \( T \sim 1 0 ^ { 4 } \mathrm { K } \) gas is pressure supported against gravitational collapse. While the IGM is sensitive to the Epoch of Reionization [476–478], complex and poorly understood physical processes related to galaxy formation play only a minor role in determining its structure[479, 480].
Forward modeling the structure of the IGM for a given cosmological and DM scenario is a theoretically well-posed problem, albeit requiring expensive cosmological hydro-dynamical simulations. Despite this apparent simplicity, accurate simulations of the IGM are com-putationally challenging because of the multi-scale nature of the problem [481]. A spatial resolution of \( \approx \) 20 kpc is required to resolve the density structure of the IGM, while a rela-tively large box size is required to capture the large-scale power, to obtain a fair sample of the Universe, and to model the topology of reionization.
These characteristics of the Lyman-\( \alpha \) flux power spectrum have allowed for some of the tightest constraints on the nature of dark matter clustering [482–487]. Current anal-yses have been shown to be sensitive to the scale of either a suppression [488, 489] or an enhancement[490, 491] of the small scale power. These dark matter constraints come from high-quality observations of a the few currently available (∼ 100) high redshift (\( z > \) 4) quasar spectra obtained with high resolution instruments (\( R \sim \) 80, 000) and high signal-to-noise observations (\( S / N \sim \) 100). With these spectra, surveys are able to measure scales to wavenumbers of \( k \sim \) 20 h/Mpc [478, 492]. Notably these surveys are currently limited by
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. Based on our insights into the prospects of the apparel and textile industry, we entered into the textile industry in the 1980s. According to Frost & Sullivan, there has been an increasing trend in the popularity of stretchable denim garments and hence, stretchable denim fabric has a relatively higher profit margin. We believe that we are well-positioned and have the competitive strength to further our business in the stretchable denim fabric market.
. In view of the anticipated industry growth, our expanding clientele, increasing demand for our stretchable denim fabrics and rising quality standards of customers, we plan to procure slasher dyeing, weaving, finishing (desizing and shrinking), ozone bleaching and washing machines in order to increase our production capacity and enhance our product development capability. Please see ‘‘Production — Our machinery purchase plan’’ in this section for further details. Our Directors believe that the above machinery will further our capability in developing and producing denim fabrics of even greater aesthetics and functionality which drives our business by obtaining more orders from existing customers and attracting new apparel brands to procure denim fabrics in the future.
We believe the foregoing anticipated industry growth and our continuous efforts in business development, in particular clientele expansion, will sustain our business growth on one hand and reduce the proportion of revenue from certain apparel brands to our revenue on the other hand.
# Business relationship among our Group, apparel brands and garment manufacturers
The following diagram illustrates the typical business relationship among our Group, apparel brands and garment manufacturers:
# Principal contractual terms and credit terms
During the Track Record Period, we generally entered into individual sales orders and did not enter into long-term contracts with our garment manufacturer customers.
The terms typically included in these sales orders are product specifications, unit price, volume, delivery schedule and payment terms which are agreed between our Group and apparel brands. Garment manufacturers must procure denim fabrics from designated suppliers and in accordance with purchase
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terms as instructed by the apparel brands. Payments are usually made by cash or letters of credit. We granted credit periods of up to 60 days to customers who have long business relationship with us and good payment record.
# Delivery arrangement
The finished products are generally delivered to garment manufacturers on the basis of FOB. However, we sometimes deliver on the basis of CIF or CNF to certain overseas garment manufacturers.
We generally engage third party logistic service providers for the delivery of our denim fabrics to our customers in both overseas and PRC sales. For FY2015, FY2016 and FY2017, our delivery and export related expenses amounted to HK\$4.4 million, HK\$6.0 million and HK\$7.6 million, respectively.
During the Track Record Period and up to the Latest Practicable Date, we did not experience any material disruption to our delivery arrangements and we did not suffer any material loss or pay any compensation as a result of delays in deliveries to our customers.
# Product return and warranty
We carry out internal quality control assessments to ensure that the finished products comply with the specifications or quality standards of the apparel brands. Apparel brands may also designate their quality control examiners to assess the quality of our finished products. If the results of either one of the assessments fail to meet the pre-determined specifications or quality standards, we may arrange replacement for the returned products on a case-by-case basis.
Our Directors confirm that during the Track Record Period and up to the Latest Practicable Date, our Group (i) did not receive any material complaints or claims from our customers in relation to the quality of our denim fabrics; and (ii) did not have any material sales return or product recall.
# QUALITY CONTROL
We place great emphasis on quality standards and are committed to manufacturing excellent quality denim fabrics. As at the Latest Practicable Date, there were 58 employees in our quality control team, of which two were based in Hong Kong and 56 were based in the PRC.
We have implemented and put in place the following internal quality control guidelines and measures throughout our production process from use of qualified suppliers, subcontracting to packaging:
# Use of qualified suppliers
Our suppliers are selected based on, among other things, price and payment terms, product and service quality, operation scale, and geographical proximity to our production facilities.
A qualified supplier list for our principal raw materials approved by our executive Directors is maintained by our procurement team and all principal raw materials must be purchased from our qualified suppliers. We closely monitor the performance of our suppliers from time to time. Besides, we
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announcements by us or our competitors of significant acquisitions or dispositions; the lack of securities analysts covering our common stock; changes in earnings estimates by securities analysts or our ability to meet those estimates; the operating and stock price performance of comparable companies; overall market fluctuations; and general economic conditions. Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the trading price of our common stock.
# Your percentage ownership in Wyndham Worldwide may be diluted in the future.
Your percentage ownership in Wyndham Worldwide may be diluted in the future because of equity awards that we have and expect will be granted over time to our Directors and employees. In addition, our Board may issue shares of our common and preferred stock and debt securities convertible into shares of our common and preferred stock up to certain regulatory thresholds without shareholder approval.
# Provisions in our certificate of incorporation and by-laws and under Delaware law may prevent or delay an acquisition of Wyndham Worldwide which could impact the trading price of our common stock.
Our certificate of incorporation and by-laws and Delaware law contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive and to encourage prospective acquirers to negotiate with our Board rather than to attempt a hostile takeover. These provisions include that stockholders do not have the right to act by written consent, rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings, the right of our Board to issue preferred stock without stockholder approval and limitations on the right of stockholders to remove directors. Delaware law also imposes restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock.
# We cannot provide assurance that we will continue to pay dividends or purchase shares of our common stock under our stock repurchase program.
There can be no assurance that we will have sufficient cash or surplus under Delaware law to be able to continue to pay dividends or purchase shares of our common stock under our stock repurchase program. This may result from extraordinary cash expenses, actual expenses exceeding contemplated costs, funding of capital expenditures, increases in reserves or lack of available capital. Our Board may also suspend the payment of dividends or our stock repurchase program if the Board deems such action to be in the best interests of our stockholders. If we do not pay dividends, the price of our common stock must appreciate for you to realize a gain on your investment in Wyndham Worldwide. This appreciation may not occur and our stock may in fact depreciate in value.
# We are responsible for certain of Cendant’s contingent and other corporate liabilities.
Under the separation agreement and the tax sharing agreement that we executed with Cendant (now Avis Budget Group) and former Cendant units, Realogy and Travelport, we and Realogy generally are responsible for 37.5% and 62.5%, respectively, of certain of Cendant’s contingent and other corporate liabilities and associated costs including certain contingent and other corporate liabilities of Cendant or its subsidiaries to the extent incurred on or prior to August 23, 2006. These liabilities include those relating to certain of Cendant’s terminated or divested businesses, the Travelport sale, certain Cendant-related litigation, actions with respect to the separation plan and payments under certain contracts that were not allocated to any specific party in connection with the separation.
If any party responsible for the liabilities described above were to default on its obligations, each non-defaulting party including Avis Budget would be required to pay an equal portion of the amounts in default. Accordingly, we could under certain circumstances be obligated to pay amounts in excess of our share of the assumed obligations related to such liabilities including associated costs. In accordance with the terms of the separation agreement, Realogy posted a letter of credit in April 2007 for our and Cendant’s benefit to cover its estimated share of the assumed liabilities discussed above although there can be no assurance that such letter of credit will be sufficient to cover Realogy’s actual obligations if they arise.
# We may be required to write-off all or a portion of the remaining value of our goodwill or other intangibles of companies we have acquired.
Under generally accepted accounting principles we review our intangible assets, including goodwill, for impairment at least annually or when events or changes in circumstances indicate the carrying value may not be recoverable. Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill or other intangible assets may not be recoverable include a sustained decline in our stock price and market capitalization, reduced future cash flow estimates and slower
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growth rates in our industry. We may be required to record a significant non-cash impairment charge in our financial statements during the period in which any impairment of our goodwill or other intangible assets is determined, negatively impacting our results of operations and stockholders’ equity.
# ITEM 1B. UNRESOLVED STAFF COMMENTS
# None.
# ITEM 2. PROPERTIES
Our corporate headquarters is located in a leased office at 22 Sylvan Way in Parsippany, New Jersey, which lease expires in 2029. We also have a leased office in Virginia Beach, Virginia for our Associate Service Center, which lease expires in 2019.
# Wyndham Hotel Group
The main corporate operations of our hotel group business share office space in our corporate headquarters leased in Parsippany, New Jersey. Our hotel group business also leases space for its reservations centers and/or data warehouses in Phoenix, Arizona and Saint John, New Brunswick, Canada pursuant to leases that expire in 2020. In addition, our hotel group business has nine leases for office space in various countries outside the U.S. with varying expiration dates ranging between 2017 and 2021. Our hotel group business also has three leases for office space within the U.S. with varying expiration dates ranging between 2018 and 2020. All leases that are due to expire in 2017 are presently under review related to our ongoing requirements.
# Wyndham Destination Network
Wyndham Destination Network has its main corporate operations in a leased office in Parsippany, New Jersey, which lease expires in 2029. Wyndham Destination Network also owns 30 properties, of which 20 are located in the U.S., five are located in Denmark, four are located in the U.K. and one is located in Mexico. Wyndham Destination Network has 175 leased offices that expire between 2017 through 2035, of which 83 are located in North America, 81 are located in Europe, eight are located in Latin America and three are located in Asia Pacific. All leases that are due to expire in 2017 are presently under review related to our ongoing requirements.
# Wyndham Vacation Ownership
Our vacation ownership business has its main corporate operations in Orlando, Florida pursuant to several leases, which begin to expire in 2025. Our vacation ownership business also has leased spaces in Redmond, Washington; Springfield, Missouri; Chicago, Illinois; Las Vegas, Nevada; and Bundall, Australia with various expiration dates. Our vacation ownership business leases space for administrative functions in Las Vegas, Nevada that expires in 2028 and in Northbrook, Illinois that expires in 2017. In addition, the vacation ownership business leases approximately 113 marketing and sales offices, of which approximately 96 are located throughout the U.S., nine are located in Australia, four are located in the Caribbean, three are located in Mexico, and one is located in Canada with varying expiration dates. All leases that are due to expire in 2017 are presently under review related to our ongoing requirements.
# ITEM 3. LEGAL PROCEEDINGS
We are involved in various claims and lawsuits arising in the ordinary course of business, none of which, in the opinion of management, is expected to have a material adverse effect on our results of operations or financial condition. See Note 17 to the Consolidated Financial Statements for a description of claims and legal actions arising in the ordinary course of our business and Note 23 to the Consolidated Financial Statements for a description of our obligations regarding Cendant contingent litigation.
# ITEM 4. MINE SAFETY DISCLOSURES
None.
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