ChatDOC/OCRFlux-bench-single huggingface dataset:
So far as our Directors are aware, the following persons will, immediately prior to and following the completion of the Capitalisation Issue, the Distribution and the Global Offering (without taking into account any Shares which may be issued pursuant to the exercise of the Over-allotment Option and assuming there will be no change in the shareholding structure of Sunac China from the Latest Practicable Date up to the Listing), have interests or short positions in our Shares or underlying Shares which would be required to be disclosed to us and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly, interested in 10% or more of the issued voting shares of any other member of our Group:

# INTERESTS IN SHARES OF OUR COMPANY

Name of Shareholder	Nature of Interest	Shares held immediately
f
prior to the comlpetion othe Caiptalisation Issue the,
Distribution and the Global
(1)Offering	Shares held immediately
following the Caiptalisation
Issue the Ditributio and
,sn(1)the Global Offering
Number	Approximate
Percentage	Number	Approximate
Percentage
Sunac Services
(2)Investment 	Beneficial owner	7,600,000(L)	80%	1,698,000,000(L)	56.60%
(2)Sunac Shine	Trustee	1,900,000(L)	20%	462,000,000(L)	15.40%
(2)Sunac China 	Interest in
controlled
corporation	9,500,000(L)	100%	2,160,000,000(L)	72.00%
(2)(3)Sunac International 	Interest in
controlled
corporation	9,500,000(L)	100%	2,160,000,000(L)	72.00%
Beneficial owner	–	–	65,731,909(L)	2.19%
(M \( \angle \gamma ( - ) \gamma ( + \))r. S un	Interest in
controlled
corporation	9,500,000(L)	100%	2,227,299,274(L)	74.24%
Beneficial owner	–	–	366,531(L)	0.01%

Notes:

(1) The letter “L” denotes a long position in our Shares.
(2) Sunac Services Investment is wholly owned by Sunac China. Sunac Shine, is wholly-owned by Sunac China and acts as the trustee of the Sunac Services Share Award Scheme Trust which is set up for the purpose of a share award scheme to be adopted at least six months after Listing. As at the Latest Practicable Date, the detailed terms of the share award scheme and the relevant grantees had not yet been determined. By virtue of the SFO, Sunac China is deemed to be interested in the Shares held by Sunac Services Investment and Sunac Shine.

(3) As at the Latest Practicable Date, Sunac China was owned as to (i) approximately 43.82% by Sunac International, (ii) approximately 1.05% by Tianjin Biaodi, which was indirectly wholly owned by Mr. Sun, and (iii) approximately 0.24% by Mr. Sun. By virtue of the SFO, Sunac International and Mr. Sun are deemed to be interested in the Shares held by Sunac Services Investment and Sunac Shine, both of which are wholly owned by Sunac China.

(4) Tianjin Biaodi is expected to hold 1,567,365 Shares, representing approximately 0.05% of our Shares in issue immediately following the completion of the Capitalisation Issue, the Distribution and the Global Offering. Tianjin Biaodi is indirectly wholly owned by Mr. Sun. By virtue of the SFO, Mr. Sun is deemed to be interested in the Shares held by Tianjin Biaodi.

# INTEREST IN EQUITY INTEREST OF MEMBERS OF OUR GROUP

Name of Shareholder	Company
concerned	Nature of
Interest	Equity interest held
immediately prior to
the comlifpeton o the
Caiiptalsation Issue,
the Distribution and
the Global Offering	Equity interest held
immediately following
the comlifpeton o the
Caiiptalsation Issue,
the Distribution and
the Global Offering
Approximate
Percentage	Approximate
Percentage
QindLgao onhPgai roperty
Services Co., Ltd. (青島隆海物
業服務有限公司) 	QindSgao unac	Beneficial
owner	30%	30%
Deng Hong (鄧鴻) 	Chendgu
Huanrong	Beneficial
owner	29%	29%
Hebei Shuangchuang Pingan
Investment Co., Ltd. (河北雙創
平安投資有限公司) 	Shijiazhuang
Ronhgong	Beneficial
owner	46%	46%
Shoujin Minzhi (Tianjin) Property
Development Co., Ltd. (首金敏
志(天津)置業發展有限公司)	Hubei Rongshou	Beneficial
owner	50%	50%
Henan Rongshou	Beneficial
owner	40%	40%
# 4 Critical accounting estimates and judgments

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Save as disclosed in Note 2.1, the estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

# (a) Income taxes

The Group is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current income tax and deferred tax provision in the period in which such determination is made.

# (b) Provision for impairment of receivables

Management determines the provision for impairment of trade receivables. This amount of impairment is based on the credit history of its customers and the current market condition. Management reassesses the provision at each reporting date.

Significant judgment is exercised on the assessment of the collectability of trade receivables from each customer. In making the judgment, management considers a wide range of factors such as results of follow-up procedures performed by sales personnel, customer payment trends including subsequent payments and customers’ financial positions. If the financial conditions of the customers of the Group were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

The carrying amount and impairment of trade receivables are disclosed in Note 19.

# (c) Identification of functional currencies

The functional currency for each entity in the Group is the currency of the primary economic environment in which it operates. Determination of functional currency involves significant judgment. The Group reconsiders the functional currency of its entities if there is a change in the underlying transactions, events and conditions which determine their primary economic environment.
# 4 Critical accounting estimates and judgments (Continued)

# (d) Estimated useful lives and impairment of property, plant and equipment

Management estimates useful lives of the property, plant and equipment by reference to the Group’s business model, its assets management policy, the industry practice, expected usage of the assets, expected repair and maintenance, the technical or commercial obsolescence arising from changes or improvements in the market. Residual values of the property, plant and equipment are determined based on prevailing market values for equivalent aged assets taking into account the condition of the relevant assets and other economic considerations. Depreciation would be significantly affected by the useful lives and residual values of the property, plant and equipment as estimated by management.

The Group’s major operating assets represent property, plant and equipment. Management performs review for impairment of the property, plant and equipment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be recoverable.

Management considered there was no impairment indicator of remaining property, plant and equipment and construction in progress as at December 31, 2017 as these assets were used for profitable projects, and there is a strong demand of these property, plant and equipment in the second hand market (December 31, 2016: Same).

# 5 Revenue and Segment information

The chief operating decision-maker has been identified as the Board. The Board reviews the Group’s internal reporting in order to assess performance and allocate resources. The Board has determined the operating segments based on these reports.

The Board considers the business from both product and geographical perspectives. The Board regularly reviews the consolidated financial statements from both product and geographical perspectives to assess performance and make resources allocation decisions. The operating segments are determined to be based on products. Management assesses the performance of the operating segments based on a measure of gross profit.

The Group derives its revenue from three product segments, namely the electronics parts, branded OPLV products, and construction and industrial products which are operating in five geographical areas, namely The PRC (excluding Hong Kong), Australia, North America, Hong Kong and others.

The description of each reportable product segment is as follows:

Reportable product segment	Type of products
Electronics parts	Aluminium parts for consumer electronics products, examples include
heat sinks and chassis for computers
Construction and industrial products	Products sold for construction and industrial use, examples include
window and door frames, curtain walls, guardrails, body parts for
transportation, mechanical and electrical equipment and consumer
durable goods
Branded OPLV products	Door and window frames systems marketed under “OPLV” brand
and sold through distributors
# Remuneration Committee

The Company has established the Remuneration Committee on 6 June 2014 with written terms of reference in compliance with Rule 3.25 of the Listing Rules and paragraph B.1 of the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules. As at the date of this annual report, the Remuneration Committee consists of two independent non-executive Directors, namely Mr. Gong Jinjun (as Chairman) and Mr. Wang Ping, and one executive Director, namely Mr. Liu Daoqi (who replaced Mr. Feng Bin with effect from 17 March 2017). The primary duties of the Remuneration Committee are, inter alia, (1) to determine the remuneration policy of all Directors, to assess the performance of the Directors, to approve the terms of service contracts of the Directors, to review and approve the management’s remuneration proposals with reference to the Board’s corporate goals and objectives, to make recommendations to the Board on the remuneration packages of individual executive Directors and senior management, to make recommendations to the Board on the remuneration of the non-executive Director(s), (2) consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the group to review and approve compensation arrangements relating to dismissal or removal of Directors for misconduct to ensure they are consistent with relevant contractual terms and are otherwise reasonable and appropriate, (3) to review and approve compensation payable to executive Director and senior management for any loss or termination of office or appointment to ensure that it is consistent with contracted terms and is otherwise fair and not excessive, and (4) to ensure that no Director or any of his associates is involved in deciding his own remuneration.

During the year ended 31 December 2017, one meeting was held by the Remuneration Committee. The attendance record of each member of the Remuneration Committee is set out below:

Name of Director	Attendance
/Number of Remuneration Committee meeting(s)
Mr. Gong Jinjun	1/1
Mr. Wang Ping	1/1
Mr. Liu Daoiq (aidfhpponte as a member o te Remuneration
Committee on 17 March 2017)	1/1
Mr. Feng Bin (resigned on 17 March 2017)	0/0

During the year ended 31 December 2017, the Remuneration Committee mainly performed works including reviewing and making recommendation to the Board regarding of the Directors’ remuneration for the year ending 31 December 2017 and the terms of service contracts for newly appointed directors.

There had been no disagreement between the Board and the Remuneration Committee during the year ended 31 December 2017.
Name of Shareholder	Class of Share	Number of
Shares	Approximate
Shareholding
Percentage in Our
Company after the
Allotment
Zhong Hang Investment
Management Limited
(Note 11)	Series A Preferred
Shares	2,313,800	2.0199%
BAI (Note 12)	Series B Preferred
Shares	3,055,000	2.6669%
China Merchants Venture
CailFpta und, L.P. (招商
局創新投資基金有限合夥
企業) (Note 13)	Series B Preferred
Shares	4,582,600	4.0005%
Total	114,551,513	100.00%

Notes:

1. Each of Cabnetvic, Cabnetwa and Cabnetsa is a business company incorporated in the BVI and wholly-owned by Mr. Song.

2. Let It Bee Company Limited (“Let it Bee”) is a business company incorporated in the BVI and wholly-owned by Ms. Chau.

3. Xylo Yonder Company Limited (“Xylo Yonder”) is a business company incorporated in the BVI and wholly-owned by Mr. Jiang, a director of certain Consolidated Affiliated Entities of our Group.

4. Shirazvic is a business company incorporated in the BVI and a shareholding platform beneficially owned by Mr. Song, Mr. Ji and Ms. Chau, our executive Directors and Co-founders, Mr. Zhong Songran (鍾松然), our Chief Technology Officer and other 10 employees who have made contributions to the establishment and development of our Group. Except Mr. Song, Mr. Ji, Ms. Chau and Mr. Zhong, all the other ultimate beneficial owners of Shirazvic are not Directors or senior management of our Company. As of the Latest Practicable Date, Shirazvic was owned as to (i) approximately 35.29% by Ms. Chau through Let It Bee; (ii) approximately 15.19% by Mr. Zhong through Soley Raven Company Limited, a business company incorporated in the BVI which is wholly-owned by Mr. Zhong; (iii) approximately 10.40% by Mr. Song; (iv) approximately 0.91% by Mr. Ji through Joy Kalton; and (v) approximately 38.21% by 10 employees of our Group who are not Directors or senior management of our Company.

5. Equity Incentive Holdco is a business company incorporated in the BVI and a special purpose vehicle wholly-owned by Trident Trust Company (HK) Limited, which is the trustee of LLS Trust, established for the purpose of holding Class B Shares pursuant to the Equity Incentive Plan.

6. Tencent Mobility Limited (“Tencent Mobility”) is a limited liability company incorporated under the laws of Hong Kong and a wholly-owned subsidiary of Tencent.

7. CCRE Investment Holdings Ltd. (“CCRE Investment”) is an exempted company with limited liability incorporated in the Cayman Islands and a wholly-owned subsidiary of CITIC Capital.

8. Qian Linklogis Limited (“LVC Qian”) is a business company incorporated in the BVI and wholly-owned by Shanghai Rongmian Information Technology Partnership (Limited Partnership) (上海融勉信息技術合夥企業(有限合夥) (“Shanghai Rongmian”), a limited partnership established in the PRC whose general partner is Shanghai LVC.
9. Le Linklogis Limited (“LVC Le”) is a business company incorporated in the BVI and wholly-owned by Shanghai Rongmian.

10. Tan Linklogis Limited (“LVC Tan”) is a business company incorporated in the BVI and wholly-owned by Shanghai Rongmian.

11. Zhong Hang Investment Management Limited (“Zhong Hang Investment”) is a business company incorporated in the BVI and ultimately beneficially owned by Mr. Wang Jianhua (王建華), an Independent Third Party.

12. BAI is a company incorporated under the laws of Germany, whose beneficial owner is Bertelsmann SE & Co. KGaA (貝塔斯曼) (“Bertelsmann”).

13. China Merchants Venture is a limited partnership established in the Cayman Islands, which is ultimately controlled by China Merchants Group Co., Ltd. (招商局集團有限公司).

# Contractual Arrangements

On October 9, 2018, Linklogis Supply Chain Services entered into the Contractual Arrangements with Linklogis Digital, the Relevant Shareholders and the Other Parties (as defined in the section headed “Contractual Arrangements” of this prospectus), which were subsequently restated and amended on November 9, 2020. Through the Contractual Arrangements, Linklogis Supply Chain Services is able to exercise control over the operations of, and enjoy 100% of the economic benefits of Linklogis Digital and its subsidiaries. See the sections headed “Contractual Arrangements” and “Connected Transactions” of this prospectus for details of the Contractual Arrangements.

# Reclassification, redesignation and Share Subdivision

On March 22, 2021, our shareholders resolved, among other things, that subject to the Global Offering becoming unconditional, (i) all the ordinary shares with a par value of US\$0.0001 each and the Preferred Shares (save and except for 22,764,297 ordinary shares with a par value of US\$0.0001 each held by Cabnetvic, Cabnetwa and Cabnetsa), whether issued and unissued, be re-classified and re-designated as Class B Shares with a par value of US\$0.0001 each on a one-for-one basis, (ii) 22,764,297 ordinary shares with a par value of US\$0.0001 each held by Cabnetvic, Cabnetwa and Cabnetsa be re-classified and re-designated as Class A Shares with a par value of US\$0.0001 each on a one-for-one basis, and (iii) each share in the then authorized share capital of the Company with a par value of US\$0.0001 each (whether issued or unissued) be subdivided into 12 Shares of the corresponding class with a par value of US\$0.00000833 each immediately prior to the completion of the Global Offering.

As a consequence of this, immediately prior to the completion of the Global Offering, the authorized share capital of the Company will be US\$50,000 divided into 273,171,564 Class A Shares with a par value of US\$0.00000833 each and 5,726,828,436 Class B Shares with a par value of US\$0.00000833 each, and the issued share capital of the Company will be US\$15,095.9579 divided into 273,171,564 Class A Shares with a par value of US\$0.00000833 each and 1,538,343,384 Class B Shares with a par value of US\$0.00000833 each.
Members of the liquidation committee are required to discharge their duties honestly and in compliance with relevant laws. A member of the liquidation committee is liable to indemnify the company and its creditors with respect to any loss arising from his willful or material default.

# (xix) Overseas Listing

The shares of a company shall only be listed overseas after obtaining approval from the securities regulatory authority of the State Council and the listing must be arranged in accordance with procedures specified by the State Council.

According to the Special Regulations, a company’s plan to issue overseas listed foreign shares and domestic shares which has been approved by the Securities Commission may be implemented by the board of directors of a company by way of respective issues, within 15 months after approval is obtained from Securities Commission.

# (xx) Loss of H share certificates

A shareholder may apply, in accordance with the relevant provision set out in the PRC Civil Procedure Law, to a people’s court in the event that H share certificates in registered form are either stolen or lost, for a declaration that such certificates will no longer be valid. After such a declaration has been obtained, the shareholder may apply to the company for the issue of replacement certificates.

The Mandatory Provisions provide for a separate procedure regarding loss of H share certificates (which has been incorporated in the Articles of Association, a summary of which is set out in “Appendix VII – Summary of Articles of Association”).

# (xxi) Suspension and Termination of Listing

The new and amended Company Law has deleted provisions governing suspension and termination of listing. The new Securities Law has been amended as follows:

The trading of shares of a company on a stock exchange may be suspended if so decided by the Securities Exchange under one of the following circumstances:

(1) the total amount of shares or the shareholding distribution no longer complies with the necessary requirements for a listed company;

(2) the company failed to make public its financial position in accordance with the requirements or there is false information in the company’s financial report with the possibility of misleading investors;

(3) the company has committed a major breach of the law;

(4) the company has incurred losses for latest three (3) consecutive years; or
(5) other circumstances as required by the listing rules of the relevant stock exchange(s).

Under the Securities Law, in the event that the conditions for listing are not satisfied within the period stipulated by the relevant stock exchange in the case described in (1) above, or the company has refused to rectify the situation in the case described in (2) above, or the company fails to become profitable in the next subsequent year in the case described in (4) above, the relevant stock exchange shall have the right to terminate the listing of the shares of the company.

# (xxii) Merger and demerger

Companies may merge through merger by absorption or through the establishment of a newly merged entity. If it merges by absorption, the company which is absorbed shall be dissolved. If it merges by forming a new corporation, both companies will be dissolved.

# Securities law and other relevant regulations

The PRC has promulgated a number of regulations that relate to the issue and trading of Shares and disclosure of information by the Company. In October 1992, the State Council established the Securities Committee and CSRC. The Securities Committee is responsible for co-coordinating the drafting of securities regulations, formulating securities-related policies, planning the development of securities markets, directing, coordinating and supervising all securities-related institutions in the PRC and administering CSRC. CSRC is the regulatory body of the Securities Committee and is responsible for the drafting of regulatory provisions of securities markets, supervising securities companies, regulating public offers of securities by PRC companies in the PRC or overseas, regulating the trading of securities, compiling securities-related statistics and undertaking research and analysis. In 1998, the State Council dissolved the Securities Committee and assigned its function to CSRC. CSRC is also responsible for the regulation and supervision of the national stocks and futures market according to laws, regulations and authorizations.

The Securities Law took effect on July 1, 1999 and was latest revised on August 31, 2014. This is the first national securities law in the PRC, and it is divided into 12 chapters and 240 articles regulating, among other things, the issue and trading of securities, takeovers by listed companies, securities exchanges, securities companies and the duties and responsibilities of the State Council’s securities regulatory authorities. The Securities Law comprehensively regulates activities in the PRC securities market. Article 238 of the Securities Law provides that a company must obtain prior approval from the State Council’s regulatory authorities to list shares outside the PRC. Article 239 of the Securities Law provides that specific measures with respect to shares of companies in the PRC that are to be subscribed and traded in foreign currencies shall be separately formulated by the State Council. Currently, the issue and trading of foreign issued shares (including H Shares) are still mainly governed by the rules and regulations promulgated by the State Council and CSRC.