ChatDOC/OCRFlux-bench-single huggingface dataset:
As at the date of this report, the Company has direct and indirect interests in the subsidiaries as set out in note 1 of Section II below. All companies now comprising the Group have adopted 31 December as their financial year end date. The statutory financial statements of the companies now comprising the Group were prepared in accordance with the relevant accounting principles applicable to these companies in the countries in which they were incorporated and/or established. Details of their statutory auditors during the Track Record Period are set out in note 1 of Section II below.

For the purpose of this report, the directors of the Company (the “Directors”) have prepared the consolidated financial statements of the Group (the “Underlying Financial Statements”) in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”), which include all Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards (“HKASs”) and Interpretations issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”). The Underlying Financial Statements for each of the years ended 31 December 2011, 2012 and 2013, and the five months ended 31 May 2014 were audited by us in accordance with Hong Kong Standards on Auditing issued by the HKICPA.

The Financial Information set out in this report has been prepared from the Underlying Financial Statements with no adjustments made thereon.

# Directors’ responsibility

The Directors are responsible for the preparation of the Underlying Financial Statements, the Financial Information and the Interim Comparative Information that give a true and fair view in accordance with HKFRSs, and for such internal control as the Directors determine is necessary to enable the preparation of the Underlying Financial Statements and the Financial Information and the Interim Comparative Information that are free from material misstatement, whether due to fraud or error.

# Reporting accountants’ responsibility

It is our responsibility to form an independent opinion and a review conclusion on the Financial Information and the Interim Comparative Information respectively, and to report our opinion and review conclusion thereon to you.

For the purpose of this report, we have carried out procedures on the Financial Information in accordance with Auditing Guideline 3.340 Prospectuses and the Reporting Accountant issued by the HKICPA.

We have also performed a review of the Interim Comparative Information in accordance with Hong Kong Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the HKICPA. A review consists principally of making enquires of management and applying analytical procedures to the financial information and, bases thereon, assessing whether the accounting policies and presentation have been
# Other gains/(losses) – net

Other gains/(losses) changed from HK\$17 million loss for the period ended December 31, 2016 to HK\$12 million gain for the Year Under Review. The change was mainly due to the appreciation of AUD against HKD during the Year Under Review which the Group had enjoyed significant exchange gains and absence of losses from certain derivative financial instruments.

# Finance income

Finance income mainly comprised interest income which amounted to approximately HK\$1 million for the Year Under Review compared to HK\$3 million for the period ended December 31, 2016.

# Finance costs

Finance costs amounted to approximately HK\$47 million for Year Under Review compared to HK\$29 million for the period ended December 31, 2016.

# Income tax expense

Our income tax changed from income tax expense of HK\$38 million for the period ended December 31, 2016 to HK\$8 million for the Year Under Review.

# Currency translation differences in other comprehensive income

Currency translation differences amounted to approximately HK\$47 million for the Year Under Review, which was mainly attributable to the currency translation differences of RMB against the HKD.

# Adjusted EBITDA results, excluding non-recurring items

Year ended
December 31,
2017	Fifteen
months ended
December 31,
2016
HK$ million	HK$ million
Loss before income tax	(150)	(196)
Adjusted by:
Depreciation	100	99
Amortisation	6	6
Interest expenses	47	29
Adjusted by:
Other non-recurring items:
Legal and professional fee	10	4
Provision for impairment on other prepayment and deposits	–	7
Relocation cost	4	–
Write off of trade receivables	–	3
OPLV operating losses (Note)	52	108
Total	69	60

Note: Details of the proposed disposal of the OPLV are set out in the Note 16 to the consolidated financial statements of this annual report and the announcement of the Company dated December 28, 2017.
(c) in the redemption and repurchase of shares (subject to the provisions of section 37 of the Companies Law);

(d) writing-off the preliminary expenses of the company;

(e) writing-off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company; and

(f) providing for the premium payable on redemption or purchase of any shares or debentures of the company.

No distribution or dividend may be paid to members out of the share premium account unless immediately following the date on which the distribution or dividend is proposed to be paid the company will be able to pay its debts as they fall due in the ordinary course of business.

The Companies Law provides that, subject to confirmation by the Grand Court of the Cayman Islands, a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles of association, by special resolution reduce its share capital in any way.

Subject to the detailed provisions of the Companies Law, a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles of association, issue shares which are to be redeemed or are liable to be redeemed at the option of the company or a shareholder. In addition, such a company may, if authorised to do so by its articles of association, purchase its own shares, including any redeemable shares. The manner of such a purchase must be authorised either by the articles of association or by an ordinary resolution of the company. The articles of association may provide that the manner of purchase may be determined by the directors of the company. At no time may a company redeem or purchase its shares unless they are fully paid. A company may not redeem or purchase any of its shares if, as a result of the redemption or purchase, there would no longer be any member of the company holding shares. A payment out of capital by a company for the redemption or purchase of its own shares is not lawful unless immediately following the date on which the payment is proposed to be made, the company shall be able to pay its debts as they fall due in the ordinary course of business.

There is no statutory restriction in the Cayman Islands on the provision of financial assistance by a company for the purchase of, or subscription for, its own or its holding company’s shares. Accordingly, a company may provide financial assistance if the directors of the company consider, in discharging their duties of care and to act in good faith, for a proper purpose and in the interests of the company, that such assistance can properly be given. Such assistance should be on an arm’s-length basis.
# 4 Dividends and Distributions

With the exception of section 34 of the Companies Law, there are no statutory provisions relating to the payment of dividends. Based upon English case law which is likely to be persuasive in the Cayman Islands in this area, dividends may be paid only out of profits. In addition, section 34 of the Companies Law permits, subject to a solvency test and the provisions, if any, of the company’s memorandum and articles of association, the payment of dividends and distributions out of the share premium account (see paragraph 3 above for details).

# 5 Shareholders’ Suits

The Cayman Islands courts can be expected to follow English case law precedents. The rule in Foss v. Harbottle (and the exceptions thereto which permit a minority shareholder to commence a class action against or derivative actions in the name of the company to challenge (a) an act which is ultra vires the company or illegal, (b) an act which constitutes a fraud against the minority where the wrongdoers are themselves in control of the company, and (c) an action which requires a resolution with a qualified (or special) majority which has not been obtained) has been applied and followed by the courts in the Cayman Islands.

# 6 Protection of Minorities

In the case of a company (not being a bank) having a share capital divided into shares, the Grand Court of the Cayman Islands may, on the application of members holding not less than one-fifth of the shares of the company in issue, appoint an inspector to examine into the affairs of the company and to report thereon in such manner as the Grand Court shall direct.

Any shareholder of a company may petition the Grand Court of the Cayman Islands which may make a winding up order if the court is of the opinion that it isj ust and equitable that the company should be wound up.

Claims against a company by its shareholders must, as a general rule, be based on the general laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders as established by the company’s memorandum and articles of association.

The English common law rule that the majority will not be permitted to commit a fraud on the minority has been applied and followed by the courts of the Cayman Islands.

# 7 Disposal of Assets

The Companies Law contains no specific restrictions on the powers of directors to dispose of assets of a company. As a matter of general law, in the exercise of those powers, the directors must discharge their duties of care and to act in good faith, for a proper purpose and in the interests of the company.
163

# 22 FINANCIAL INSTRUMENTS BY CATEGORY

The Group holds the following financial instruments:

22 按類別劃分之金融工具

本集團持有以下金融工具：

2020
二零二零年	2019
二零一九年
HK$’000
港幣千元	HK$’000
港幣千元
Financial assets 金融資產
Financial assets at amortised cost: 按攤銷成本列賬之金融資產：
Trade, bills and other receivables (Note 25)
貿易應收賬款、應收票據及其他應收賬款（附註25）	1,303,528	1,362,782
Bank balances and cash (Note 28)
銀行結餘及現金（附註28）	637,753	490,241
Financial assets at fair value throuhg
other comhpreensive income (Note 23(a))
按公平值入賬及列入其他綜合收益之金融資產（附註23(a)）	13,034	31,855
Financial assets at fair value throuhfig prot or loss (Note 23(b))
按公平值入賬及列入損益之金融資產（附註23(b)）	4,362	5,895
Derivative financial instruments (Note 27)
衍生金融工具（附註27）	227	2
1,958,904	1,890,775

2020
二零二零年	2019
二零一九年
HK$’000
港幣千元	HK$’000
港幣千元
Financial liabilities 金融負債
Financial liabilities at amortised cost: 按攤銷成本列賬之金融負債：
Trade, bills and other payables (Note 34)
貿易應付賬款、應付票據及其他應付賬款（附註34）	936,438	923,742
Bank borrowings (Note 32) 銀行借貸（附註32）	377,008	657,612
Lease liabilities (Note 16) 租賃負債（附註16）	29,195	35,667
Derivative financial instruments (Note 27)
衍生金融工具（附註27）	12	141
1,342,653	1,617,162

The Group’s exposure to various risks associated with the financial instruments is discussed in Note 3. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets mentioned above.

本集團承受與金融工具有關之各種風險於附註3討論。於報告期末之最高信貸風險為上述各類金融資產之賬面值。
164

# 23 FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME AND THROUGH PROFIT OR LOSS

# (a) Financial assets at fair value through other comprehensive income include the following:

23 按公平值入賬及列入其他綜合收益及列入損益之金融資產

(a) 按公平值入賬及列入其他綜合收益之金融資產包括以下各項：

2020
二零二零年	2019
二零一九年
HK$’000
港幣千元	HK$’000
港幣千元
Financial instruments level 3: 第3層金融工具：
Equity investments in unlisted entity securities
於非上市實體證券之股本投資	13,034	31,855

The unlisted equity securities represent investments in private entities incorporated in Taiwan, the British Virgin Islands and Hong Kong and are denominated in the following currencies:

非上市股本證券指於台灣、英屬維爾京群島及香港註冊成立之私人公司之投資，乃按以下貨幣列值：

2020
二零二零年	2019
二零一九年
HK$’000
港幣千元	HK$’000
港幣千元
HK$ 港幣	6,000	24,000
NTD 新台幣	7,034	7,855
13,034	31,855

Movement of financial assets at fair value through other comprehensive income is analysed as follows:

按公平值入賬及列入其他綜合收益之金融資產之變動分析如下：

2020
二零二零年
HK$’000
港幣千元
At beignninfg o the 年year 於初	31,855
Fair value losses on financial assets at fair
value throuhg other comprehensive income
按公平值入賬及列入其他綜合收益之金融資產之公平值虧損	(19,156)
Exchange gain 匯兌虧損	335
At end of the year 於年末	13,034
# 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Continued

# 2.17 Accounting for income taxes (Continued)

The determination of the average tax rates requires an estimation of (1) when the existing temporary differences will reverse and (2) the amount of future taxable profit in those years. The estimate of future taxable profit includes:

– income or loss excluding reversals of temporary differences; and

– reversals of existing temporary differences

Current tax assets and current tax liabilities are presented in net if, and only if,

(a) the Group has the legally enforceable right to set off the recognised amounts; and

(b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

The Group presents deferred tax assets and deferred tax liabilities in net if, and only if,

(a) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and

(b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

(i) the same taxable entity; or

(ii) different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

# 2.18 Segment reporting

The Group identifies operating segments and prepares segment information based on the regular internal financial information reported to the chief operating decision maker for their decisions about resources allocation to the Group’s business components and for their review of the performance of those components.
# 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Continued

# 2.19 Related parties

For the purposes of the consolidated financial statements, a party is considered to be related to the Group if:

# (a) the party is a person or a close member of that person’s family and if that person:

(i) has control or joint control over the Group;

(ii) has significant influence over the Group; or

(iii) is a member of the key management personnel of the Group or of a parent of the Group.

# (b) the party is an entity and if any of the following conditions applies:

(i) the entity and the Group are members of the same group;

(ii) one entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member);

(iii) the entity and the Group are joint ventures of the same third party;

(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;

(v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group (if the Group is itself such a plan) and the sponsoring employers are also related to the Group;

(vi) the entity is controlled or jointly controlled by a person identified in (a);

(vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); and

(viii) the entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the parent of the Group.

Close family members of an individual are those family members who may be expected to influence, or be influenced by, that individual in their dealings with the entity.
# IV NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

# 30 DEBT SECURITIES ISSUED (Continued)

# (1) Bonds issued

As at 31 December
2020	2019
2.75% USD fixed rate Green Bonds
maturing in October 2020	(i)	-	3,488
5.30% subordinated fixed rate bonds
maturing in June 2026	(ii)	50,000	50,000
4.99% subordinated fixed rate bonds
maturing in December 2027	(iii)	50,000	50,000
4.45% Tier-two capital fixed rate bonds
maturing in October 2027	(iv)	40,000	40,000
4.45% Tier-two capital fixed rate bonds
maturing in April 2028	(v)	40,000	40,000
4.28% Tier-two capital fixed rate bonds
maturing in March 2029	(vi)	50,000	50,000
4.30%Tier-two capital fixed rate bonds
maturing in April 2029	(vii)	40,000	40,000
3.10% Tier-two capital fixed rate bonds
maturing in April 2030	(viii)	40,000	-
4.53% Tier-two capital fixed rate bonds
maturing in March 2034	(ix)	10,000	10,000
4.63% Tier-two capital fixed rate bonds
maturing in April 2034	(x)	20,000	20,000
Medium term notes issued	(xi)	42,643	31,163
1.99% fixed rate financial bond
maturing in April 2023	(xii)	20,000	-
3.68% CNY fixed rate Green Bonds
maturing in June 2022	(xiii)	2,720	3,000
3.90% fixed rate financial bond
maturing in November 2023	(xiv)	1,650	-
3.30% fixed rate financial bond
maturing in September 2022	(xv)	3,870	2,890
2.68% fixed rate financial bond
maturing in March 2023	(xvi)	4,000	-
4.70% fixed rate capital replenishment
bond maturing in August 2021	(xvii)	2,410	3,000
3.40% fixed rate financial bond
maturing in September 2024	(xviii)	2,000	1,880
2.75% fixed rate financial bond
maturing in March 2025	(xix)	6,000	-
3.80% fixed rate financial bond
maturing in June 2025	(xx)	500	-
5.55% fixed rate capital replenishment
bond maturing in March 2028	(xxi)	3,500	3,500
3.60% fixed rate capital replenishment
bond maturing in March 2030	(xxii)	1,500	-
Total nominal value	430,793	348,921
Less: Unamortized issuance cost and
discounts	(90)	(235)
Total	430,703	348,686
# 7. FINANCIAL INSTRUMENTS (Continued)

# (b) Financial risk management objectives and policies (Continued)

# Liquidity risk

Ultimate responsibility for liquidity risk management rests with the Board. In the management of the liquidity risk, the Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Group’s operations and mitigate the effects of fluctuations in cash flows.

The Group is exposed to liquidity risk as the Group had net current liabilities of approximately HK\$226,539,000 (2015: HK\$461,585,000). The liquidity of the Group primarily depends on the future funding being available and the ability of the Group to meet its financial obligations as they fall due. Details of which are set out in Note 2 to the consolidated financial statements.

The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The maturity dates for other non-derivative financial liabilities are based on the agreed repayment dates.

The table includes both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curve at the end of the reporting period.

In addition, the following table details the Group's liquidity analysis for its derivative financial instruments. The tables have been drawn up based on the undiscounted contractual net cash outflows on derivative instruments that settle on a net basis, and the undiscounted gross outflows on those derivatives that require gross settlement.

7. 金融工具（續）

(b) 財務風險管理目標及政策（續）

流動資金風險

流動資金風險管理由董事會最終負責，於管理流動資金風險時，本集團監控及維持管理層認為足夠之現金及現金等值水平，以向本集團之業務提供資金及減低現金流量波動之影響。

由於本集團錄得淨流動負債約226,539,000 港 元（ 二 零 一 五 年 ；461,585,000港元），故本集團承受流動資金風險。本集團的流動資金主要倚賴可動用未來資金及本集團於財務責任到期時履行財務責任的能力。有關詳情載於綜合財務報表附註2。

下表詳列本集團非衍生金融負債之餘下合約到期情況。下表乃基於金融負債之未折現現金流量而編製，其乃根據本集團可能需付款之最早日期分類。其他非衍生金融負債之到期日是根據協定還款日期而釐定。

下表載列利息及本金現金流量。若利息流量為浮息，則按報告期間結束時之孳息曲線而得出未折現金額。

此外，下表詳列本集團對其衍生金融工具的流動性分析。編製該表時乃基於按淨額基準結算的衍生工具的未貼現合約現金流出淨額，以及須按總額結算的衍生工具的非貼現流出總額計算。
# 7. FINANCIAL INSTRUMENTS (Continue)

# (b) Financial risk management objectives and policies (Continued)

# Liquidity risk (Continued)

# Liquidity tables

7. 金融工具（續）

(b) 財務風險管理目標及政策（續）

流動資金風險（續）

流動資金表

Weihgted
average
interest rate
加權
平均利率	On demand
or less than
1 year
按要求
或一年內	1-2 years
一年
至兩年	2-5 years
兩年
至五年	Total
undiscounted
cash flow
未折現現金
流量總額	Carriyng
amounts
賬面值
%
%	HK$’000
千港元	HK$’000
千港元	HK$’000
千港元	HK$’000
千港元	HK$’000
千港元
2016 二零一六年
Non-derivative financial liabilities 非衍生金融負債
Trade and other payables 貿易及其他應付款項	–	116,605	–	–	116,605	116,605
Other borrowings 其他借貸
– interest free －免息	–	25,700	–	–	25,700	25,700
– fixed rate －定息	10.00	4,948	–	–	4,948	4,800
– variable rate －浮息	3.82	41,528	–	–	41,528	40,000
Obligations under finance leases 融資租賃承擔	1.45	601	601	289	1,491	1,439
Convertible bonds 可換股債券
– debt component －債務部分	15.21	112,997	–	–	112,997	97,781
302,379	601	289	303,269	286,325
2015 二零一五年
Non-derivative financial liabilities 非衍生金融負債
Trade and other payables 貿易及其他應付款項	–	96,565	–	–	96,565	96,565
Other borrowings 其他借貸
– interest free －免息	–	25,700	–	–	25,700	25,700
– fixed rate －定息	10.00	3,620	–	–	3,620	3,500
– variable rate －浮息	3.20	40,839	–	–	40,839	40,000
Obligations under finance leases 融資租賃承擔	2.59	668	668	980	2,316	2,196
Convertible bonds 可換股債券
– debt component －債務部分	–	325,307	–	–	325,307	325,307
Promissory notes payable 應付承兌票據	13.70	–	24,000	–	24,000	18,925
492,699	24,668	980	518,347	512,193
Derivatives – net settlement 衍生工具－以淨額結算
– Derivative financial liability －衍生金融負債	–	–	–	–	–	17,785

The amounts included above for variable interest rate instruments for non-derivative financial liabilities are subject to change if changes in variable interest rates differ to those estimates of interest rates determined at the end of the reporting period.

上文就非衍生金融負債之浮動利率工具包括之金額，會因浮動利率變動有別於報告期間結算日所釐定估計而有變。
# 29. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONTINUED)

The remuneration of Directors and other members of key management of the Group and of the Company are as follows:

Group	Company
2019	2018	2019	2018
RM’000	RM’000	RM’000	RM’000
Short-term employee benefits	4,944	5,906	1,485	2,242
Post-employment benefits	245	324	15	41
5,189	6,230	1,500	2,283
Analysed into:
- Directors of the Company	1,500	2,283	1,500	2,283
- Directors of the subsidiaries	1,286	1,608	-	-
- Other key management personnel	2,403	2,339	-	-
5,189	6,230	1,500	2,283

# 30. COMMITMENTS

# 30.1 Capital commitments

As at the end of the reporting period, the Group had the following capital commitments:

Group
30.9.2019	30.9.2018
RM’000	RM’000
Contracted but not provided for:
Construction of a factory	8,536	80,818
Renovation, purchase of plant and equipment	52,811	43,663
61,347	124,481

# 30.2 Operating lease commitments – as lessee

As at the end of the reporting period, there were operating lease commitments for rental payable in subsequent accounting periods as follows:

Group
30.9.2019	30.9.2018
RM’000	RM’000
Within one year	25,462	23,218
Two to five years	16,087	23,334
More than five years	-	2,989
41,549	49,541