ChatDOC/OCRFlux-bench-single huggingface dataset:
Each of the Controlling Shareholders has further irrevocably undertaken that during the Restricted Period (as defined below), he should and will procure his close associates (except any member of our Group) (each of the Controlling Shareholders and his close associates together, “Offeror”) to offer new business opportunities to us first in the following manner when any business, investment or other business opportunities (“New Business Opportunities”) related to the Restricted Business become available to the Offeror:

(i) the Offeror will make referral of the New Business Opportunities to us, and will as soon as possible inform us in writing (“Offer Notice”) about all necessary and reasonably required information in respect of any New Business Opportunities (including but not limited to details of the nature and investment or acquisition cost of the New Business Opportunities) for us to consider (a) whether the relevant New Business Opportunities will compete with our business, and (b) whether taking up the New Business Opportunities is in the interest of our Group.

(ii) upon receipt of the Offer Notice, the independent non-executive Directors will consider whether to pursue the New Business Opportunities taking into account whether the relevant New Business Opportunities would be able to achieve a sustainable profitability level, whether they are in line with the prevailing development strategies of our Group, and whether they are in the best interest of the Shareholders. Our Company must inform the Offeror in writing within 20 Business Days after receipt of the Offer Notice about its decision on whether the New Business Opportunities will be pursued.

(iii) only when (a) the Offeror has received our notice to reject the New Business Opportunities and our confirmation that the relevant New Business Opportunities are not considered to be able to compete with our core business, namely development and publication of online games; or (b) the Offeror has not received the relevant notice from our Company within the period as stated above in paragraph (ii) after the Offer Notice has been received by us, then the Offeror is entitled to take up the New Business Opportunities on terms and conditions not more favorable than those specified in the Offer Notice issued to us.

If material changes occur in the terms and conditions of the New Business Opportunities after the referral of which have been made or procured to be made to us by the Offeror, referral of the revised New Business Opportunities shall be made by the Offeror to us again in the manner as stated above.

The undertakings under the Deed of Non-competition are not applicable in the following circumstances:

(i) each of the Controlling Shareholders and/or his close associates engage in the Restricted Business directly or indirectly through the ownership of equity interest in any member of our Group; or
# AUDIT COMMITTEE AND THE SCOPE OF WORK OF ZHONGHUI ANDA CPA LIMITED

The Company has established an audit committee in compliance with the Rules Governing the Listing of Securities (the “Listing Rules”) on the Stock Exchange of Hong Kong Limited (the “Exchange”). The audit committee comprises three independent non-executive Directors, namely, Messrs. Cai Jianmin (Chairman), Wong Kam Fai, William and Liu Xueling, who are responsible for reviewing the accounting principles and practices adopted by the Company as well as significant or unusual items, internal controls, financial reporting, risk management and control matters, which included a review on the audited annual results for the year ended 31 December 2019 and the interim report for 2020. According to the terms of reference of the audit committee adopted and implemented by the Company, the audit committee is responsible for reviewing the accounting principles and practices adopted by the Company as well as significant or unusual items, internal controls, financial reporting matters and duties of risk management and control.

During the year, the audit committee of the Company held meetings on 31 March, 7 May, 5 June and 18 August 2020 to review the annual report, change of auditor and interim financial reports of the Group respectively. All members of the committee namely, Messrs. Cai Jianmin, Wong Kam Fai, William and Liu Xueling, attended the meetings.

The final results of the Company for the year ended 31 December 2020 have been reviewed by the audit committee of the Company. The financial figures in this announcement of the Group’s results for the year ended 31 December 2020 have been agreed by the Group’s auditor, ZHONGHUI ANDA CPA Limited, to the amounts set out in the Group’s audited consolidated financial statements for the year.

# REMUNERATION COMMITTEE

The Company has established a remuneration committee in compliance with the Listing Rules. During the year under review, the remuneration committee comprises three Directors including Messrs. Liu Xueling (Chairman) and Cai Jianmin, being independent non-executive Directors, and Mr. Zhang Yuping, Chairman and executive Director of the Group. The primary duties of the remuneration committee are to review and determine the terms of remuneration packages, bonuses and other compensation payable to the Directors and senior management of the Group.

The remuneration committee held one meeting during the year to review matters related to the remuneration structure of the Directors and senior management of the Company. All members, namely Messrs. Liu Xueling, Cai Jianmin and Zhang Yuping, attended the meeting.

According to the terms of reference of the remuneration committee adopted by the Company, the remuneration committee acts as a consultant regarding the remuneration matters of the Directors and senior management of the Company, while the Board retains the ultimate power to approve the remuneration of the Directors and senior management.
# NOMINATION COMMITTEE

The Company has established a nomination committee in compliance with the Listing Rules. During the year under review, the nomination committee comprises three Directors, including Mr. Zhang Yuping (Chairman), executive Director and Chairman of the Group, and Messrs. Cai Jianmin and Liu Xueling, who are independent non-executive Directors. The Company has adopted and implemented the terms of reference of the nomination committee. The nomination committee is mainly responsible for making recommendations to the Board on the appointment of Directors and succession of the Board.

Two meetings were held by the nomination committee during the year to review matters related to the nomination and selection policies for the Board members as well as matters related to retirement by rotation and re-election of Directors. All members of the nomination committee (namely Messrs. Zhang Yuping, Cai Jianmin, and Liu Xueling) attended the meeting.

# CORPORATE GOVERNANCE

Since its establishment, the Company has been committed to maintaining a high standard of corporate governance practice to ensure transparency of the Group’s management, so that the long term development of our shareholders, customers, employees as well as the Group can be safeguarded. The Company has established the Board, an audit committee, a remuneration committee and a nomination committee that are up to the requirements as being diligent, accountable and professional. ZHONGHUI ANDA CPA Limited has been appointed as the Group’s external auditors.

# Compliance with the Corporate Governance Code

The Company has adopted the Code on Corporate Governance Practices set out in Appendix 14 to the Listing Rules. The Directors are of the opinion that the Company had complied with the Corporate Governance Code except for a deviation from provision A.2.1 during the year under review. Given its existing corporate structure, the roles of Chairman and Chief Executive Officer of the Company have not been separated, but are both performed by Mr. Zhang Yuping. Although the roles and duties of Chairman and Chief Executive Officer have been performed by the same individual, all major decisions have been made after consultation with the Board or, where applicable, directly by the Board. There are three independent non-executive Directors in the Board, all of which possess adequate independence and therefore the Board believes that the Company has achieved adequate balance of power and been able to guarantee scientific decision-making.

# Composition of the Board

To maintain high-level independence and objectivity in decision making, and supervise the management of the Group in a comprehensive and equitable manner, the Board of the Group comprises three executive Directors (Messrs. Zhang Yuping (Chairman of the Group), Huang Yonghua and Lee Shu Chung, Stan), one non-executive Director (Mr. Shi Zhongyang) and three independent non-executive Directors (Messrs. Cai Jianmin, Wong Kam Fai, William and Liu Xueling).
Covenants. The terms of the indentures governing our notes restrict our ability and the ability of our subsidiaries to incur additional indebtedness secured by liens and to effect a consolidation, merger or sale of substantially all our assets. The indentures also require us to file with the trustee and the SEC certain documents and reports within certain time limits set forth in the indentures. However, these limitations and requirements are subject to a number of important qualifications and exceptions. The indentures do not require the maintenance of any financial ratios or specified levels of net worth or liquidity.

Events of Default. Each of the following is an “Event of Default” under the indentures with respect to the notes of any series:

(1) a default in the payment of interest on the notes when due that continues for 30 days ;

(2) a default in the payment of the principal of or any premium, if any, on the notes when due at their stated maturity, upon redemption, or otherwise;

(3) failure by us to duly observe or perform any other of the covenants or agreements (other than those described in clause (1) or (2) above) in the indenture, which failure continues for a period of 60 days , or, in the case of the reporting covenant under the indenture, which failure continues for a period of 90 days , after the date on which written notice of such failure has been given to us by the trustee; provided, however, that if such failure is not capable of cure within such 60-day or 90-day period, as the case may be, such 60-day or 90-day period, as the case may be, will be automatically extended by an additional 60 days so long as (i) such failure is subject to cure and (ii) we are using commercially reasonable efforts to cure such failure; and

(4) certain events of bankruptcy, insolvency or reorganization described in the indenture.

# Note 10 . Provision (Benefit) for Income Taxes

The following table includes the provision (benefit) for income taxes from continuing operations.

Years Ended December 31,
2017	2016	2015
(Millions)
Provision (benefit):
Current:
Federal	$ (18)	$ (26)	$ (4)
State	1	(7)	7
(17)	(33)	3
Deferred:
Federal	(118)	(301)	12
State	(13)	9	9
(131)	(292)	21
Total provision (benefit)	$ (148)	$ (325)	$ 24

The following table provides reconciliations from the provision (benefit) for income taxes from continuing operations at the federal statutory rate to the realized provision (benefit) for income taxes.

Years Ended December 31,
2017	2016	2015
(Millions)
Provision (benefit) at statutory rate	$ (56)	$ (328)	$ 7
Increases (decreases) in taxes resulting from:
State income taxes (net of federal benefit)	(12)	(40)	3
Valuation allowance on current year state income taxes (net of federal benefit)	17	18	1
Valuation allowance on state income taxes resulting from sale (net of federal benefit)	—	8	—
Effective state income tax rate change (net of federal benefit)	(12)	15	7
Provisional impact of Tax Cuts and Jobs Act	(92)	—	—
Other	7	2	6
Provision (benefit) for income taxes	$ (148)	$ (325)	$ 24
# 7. TRANSACTIONS WITH THE TRUSTEE, MANAGER AND CONNECTED PERSONS (Continued)

# (b) Trustee fee and Registrar’s fee

The Trustee is entitled to receive a trustee fee of up to 1% per annum of the net asset value of the Sub-Fund, which accrued daily and calculated as at each dealing day and payable monthly in arrears. For the year ended December 2016 and 2015, the trustee fee is calculated as a percentage per annum of the net asset value of the Sub-Fund at the rate as follows, subject to a monthly minimum of RMB40,000:

Trustee fee percentage
per annum
For first RMB200 million	0.16%
For next RMB1,000 million	0.14%
For next RMB1,000 million	0.12%
For next RMB1,000 million	0.10%
Thereafter	0.08%

The Trustee’s fee is inclusive of fees payable to The Hongkong and Shanghai Banking Corporation Limited (the “Custodian”) and HSBC Bank (China) Company Limited (the “PRC Custodian”).

The Trustee, acting as the Registrar, is also entitled to a fee of RMB120 (2015: RMB120) per participating dealer per transaction.

# (c) Financial assets

The investments and bank balances of the Sub-Fund held with related parties of the Trustee are:

2016	2015
RMB	RMB
Investments
HSBC Bank (China) Company Limited	17,177,372,883	18,232,458,944
Bank balances
The HonkShgondkig an anhigai BannCg oridporaton Limte	27,455,761	110,734,726
HSBC Bank (China) Company Limited	12,822,162	100,388,864
40,277,923	211,123,590

Interest income amounted to RMB439,200 (2015: RMB1,266,203) was earned on these bank balances for the year ended 31 December 2016 and 2015.

# (d) License fee

According to the Trust Deed dated 25 July 2012, as amended, the license fees and expenses payable to the owner of an index for the use of such index shall be payable out of the Sub-Fund. Prior to 1 January 2015, the FTSE index license fees were paid by the Manager of the Sub-Fund. Pursuant to the letter dated 16 November 2015 between the Trustee and the Manager of the Sub-Fund, the Manager has decided that the license fee shall be paid out of the Sub-Fund commencing from 1 January 2015 and the Manager was reimbursed by the Sub-Fund for the license fee of RMB19,918,378 which was paid out by the Manager from 1 January 2015 to 16 November 2015. For the year ended 31 December 2016 and 2015, the amount of RMB19,481,156 represents the license fee (2015: the amount of RMB22,984,953 represents the license fee of the Sub-Fund of which RMB19,918,378 was the reimbursement to the Manager for their payment of the license fee for the Sub-Fund for 1 January 2015 to 16 November 2015).
# 8. FINANCIAL RISK MANAGEMENT

The objective of the Sub-Fund is to provide investment results that, before deduction of fees and expenses, closely correspond to the performance of the FTSE China A50 Index. The Sub-Fund’s activities may expose it to a variety of risks including but not limited to: market risk (including market price risk, interest rate risk and currency risk), credit and counterparty risk and liquidity risk which are associated with the markets in which the Sub-Fund invests.

The following is a summary of the main risks and risk management policies.

# (a) Market risk

# (i) Market price risk

Market price risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual instrument or factors affecting all instruments in the market.

The Sub-Fund is designated to track the performance of the FTSE China A50 Index, therefore the exposures to market risk in the Sub-Fund will be substantially the same as the tracked index. The Manager manages the Sub-Fund’s exposures to market risk by ensuring that the key characteristics of the portfolio, such as security weight and industry weight, are closely aligned with the characteristics of the tracked index.

As at 31 December, the Sub-Fund’s investments were concentrated in the following industries:

2016	2015
Fair value	% of net
asset value	Fair value	% of net
asset value
RMB	RMB
Listed equities in PRC – by
industry
Basic materials	153,662,997	0.89	293,798,572	1.60
Consumer goods	2,045,331,472	11.90	1,353,533,151	7.38
Consumer Services	-	-	252,164,110	1.38
Financials	11,903,756,589	69.24	12,585,400,577	68.64
Health Care	88,029,586	0.51	86,329,057	0.47
Industrials	2,175,816,158	12.65	2,630,961,791	14.36
Oil & gas	402,492,070	2.34	404,247,010	2.21
Technology	35,907,130	0.21	-	-
Telecommunications	-	-	260,833,401	1.42
Utilities	372,376,881	2.17	365,191,275	2.00
17,177,372,883	99.91	18,232,458,944	99.46

The Sub-Fund held 50 out of 50 (2015: 50 out of 50) constituent securities comprising the FTSE China A50 Index. The Sub-Fund is therefore exposed to substantially the same market price risk as the FTSE China A50 Index.
Following the Listing, the following transactions between our Group and the relevant connected person(s) (as defined in the GEM Listing Rules) will continue, and will constitute continuing connected transactions under the GEM Listing Rules.

# FULLY EXEMPT CONTINUING CONNECTED TRANSACTIONS

Pursuant to Chapter 20 of the GEM Listing Rules, the continuing connected transactions of our Group as set out below are exempt from compliance with the requirements of reporting, annual review, announcement and approval by the independent Shareholders under Chapter 20 of the GEM Listing Rules.

# Warehouse Tenancy Agreement

Winning Tower (as tenant) entered into a tenancy agreement (the ‘‘Warehouse Tenancy Agreement’’) dated 30 September 2015 with Iao Ip Property Investment Company Limited (‘‘Iao Ip Property’’) (as landlord), pursuant to which Iao Ip Property agreed to lease Unit 1002, 10/F, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong to Winning Tower for a term of three years commencing from 1 October 2015 and ending on 30 September 2018 (both days inclusive) at the monthly rent of HK\$50,000 (inclusive of property tax but exclusive of management fee, government rent, rates and water, gas and electricity charges), which was agreed after arm’s length negotiations between the parties with regard to the market rent of similar properties in similar locations as the property leased under the Warehouse Tenancy Agreement, and the terms of the Warehouse Tenancy Agreement were no less favourable to Winning Tower than terms available from Independent Third Parties.

The rent (together with the management fee, government rent and rates) paid by us under the Warehouse Tenancy Agreement for each of the two years ended 31 December 2016 amounted to approximately HK\$0.2 million and HK\$0.6 million, respectively. It is expected that the annual rent (together with the management fee, government rent and rates) payable by us under the Warehouse Tenancy Agreement for each of the two years ending 31 December 2018 amounts to approximately HK\$0.7 million and HK\$0.7 million respectively.

By using the above expected annual rent (together with the management fee, government rent and rates) as the numerators for the calculation of percentage ratios, all the relevant percentage ratios calculated for the relevant transactions under the Warehouse Tenancy Agreement pursuant to Chapter 20 of the GEM Listing Rules will be less than 5% and the annual consideration will be less than HK\$3,000,000.

Iao Ip Property is a company incorporated in Hong Kong which is owned as to 20% by Mr. Yu, our non-executive Director and Controlling Shareholder, and as to 80% in aggregate by three associates of Mr. Yu. As such, Iao Ip Property is an associate of Mr. Yu and hence a connected person of our Company for the purposes of the GEM Listing Rules and the transactions under the Warehouse Tenancy Agreement will constitute exempt continuing connected transactions for our Group after the Listing.
# 9. LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT

The calculation of the basic loss per share amounts is based on the loss for the year attributable to ordinary equity holders of the parent, and the weighted average number of ordinary shares of 4,439,460,000 (2019: 4,163,227,000) in issue during the year.

The computation of diluted loss per share does not assume the exercise of the Company’s share options because the exercise prices of those options were higher than the average market price of the Company’s shares for the year ended 31 December 2020.

No adjustment has been made to the basic loss per share amounts presented for the years ended 31 December 2020 and 2019 in respect of a dilution as the impact of the share options outstanding had an anti-dilutive effect on the basic loss per share amounts presented.

The calculations of basic and diluted loss per share are based on:

2020	2019
HK$’000	HK$’000
Loss
Loss attributable to ordinary equity holders of the parent	(242,399)	(441,039)

Number of shares
2020	2019
’000	’000
Shares
Weihgted averadige number of ornary shares in issue during
the year used in the basic and diluted loss per share calculation	4,439,460	4,163,227
# 10. TRADE AND BILLS RECEIVABLES

2020	2019
HK$’000	HK$’000
Trade receivables	321,087	210,947
Impairment	(123,465)	(100,740)
Trade receivables, net	197,622	110,207
Bills receivable	223	223
197,845	110,430
Less: Non-current portion	(139,102)	(57,029)
Current portion	58,743	53,401

The Group enters into an arrangement to sublease a leased asset to a third party while the original lease contract is in effect, the Group is an intermediate lessor, this sublease is classified as a finance lease. The Group derecognised the right-of-use asset on the head lease and recognised trade receivables at the sublease commencement date, continued to account for the original lease liability in accordance with the lessee accounting model. At 31 December 2020, the current portion and non-current portion of the trade receives amounted to RMB8,022,000 (equivalent to approximately HK\$9,532,000) and RMB71,272,000 (equivalent to approximately HK\$84,656,000), respectively.

The Group’s trading terms with its customers are mainly on credit. The credit period is generally three months. The Group seeks to maintain strict control over its outstanding receivables and has a credit control department to minimise credit risk. Overdue balances are reviewed regularly by senior management. In view of the aforementioned and the fact that the Group’s trade receivables relate to a large number of diversified customers, there is no significant concentration of credit risk. The Group does not hold any collateral or other credit enhancements over its trade receivable balances. Trade receivables are non-interest-bearing.

An ageing analysis of the trade and bills receivables as at the end of the reporting period, based on the invoice date and net of loss allowance, is as follows:

2020	2019
HK$’000	HK$’000
Within 90 days	106,295	27,834
91 to 180 days	3,995	6,304
181 to 365 days	9,625	5,398
Over 365 days	77,930	70,894
197,845	110,430