ChatDOC/OCRFlux-bench-single huggingface dataset:
Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources - Debt Financing”).

Adjusted EBITDA is presented because we believe that it provides useful information to investors regarding our operating performance and our capacity to incur and service debt and fund capital expenditures. We believe that Adjusted EBITDA is used by many investors, analysts and rating agencies as a measure of performance. We also present Adjusted EBITDA because it is substantially similar to Credit Agreement EBITDA, a measure used in calculating financial ratios and other calculations under our debt agreements, except for (i) the Change in Deferred amusement revenue; and (ii) excluding the annualized full year effect of Company-operated and franchised venues that were opened and closed during the year. By reporting Adjusted EBITDA, we provide a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance.

Our definition of Adjusted EBITDA allows for the exclusion of certain non-cash and other income and expense items that are used in calculating net income from continuing operations. However, these are items that may recur, vary greatly and can be difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these items can represent the reduction of cash that could be used for other corporate purposes. These measures should not be considered as alternatives to operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance, or cash flows as measures of liquidity. These measures have important limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, we rely primarily on our U.S. GAAP results and use Adjusted EBITDA and Adjusted EBITDA Margin, only supplementally.
4.00	48
加：会计政
策变更	-1,400,09
4.29	-1,400,094.
29
前期
差错更正
其他
二、本年期初余
额	1,247,
201,70
4.00	2,673,3
70,877.
48	10,120,
005.35	527,787
,524.13	1,721,777
,618.17	6,180,257,7
29.13
三、本期增减变
动金额（减少以
“－”号填列）	220,09
4,500.
00	3,396,2
22,203.
28	206,262
.07	4,571,4
54.04	-183,353,
220.40	3,437,741,1
98.99
（一）综合收益
总额	206,262
.07	45,714,54
0.36	45,920,802.
43
（二）所有者投
入和减少资本	220,09
4,500.
00	3,396,2
22,203.
28	3,616,316,7
03.28
1．所有者投入
的普通股	220,09
4,500.
00	3,310,0
79,492.
81	3,530,173,9
92.81
2．其他权益工
具持有者投入
资本
3．股份支付计
入所有者权益
的金额
4．其他	86,142,
710.47	86,142,710.
47
（三）利润分配	4,571,4
54.04	-229,067,
760.76	-224,496,30
6.72
1．提取盈余公
积	4,571,4
54.04	-4,571,45
4.04
2．对所有者（或
股东）的分配	-224,496,
306.72	-224,496,30
6.72
3．其他
（四）所有者权
益内部结转
1．资本公积转
增资本（或股
本）
2．盈余公积转
增资本（或股
本）
3．盈余公积弥
补亏损
4．设定受益计
划变动额结转
留存收益
5．其他综合收
益结转留存收
益
6．其他
（五）专项储备
1．本期提取
2．本期使用
（六）其他
四、本期期末余
额	1,467,
296,20
4.00	6,069,5
93,080.
76	10,326,
267.42	532,358
,978.17	1,538,424
,397.77	9,617,998,9
28.12

# 三、公司基本情况

深圳市海普瑞药业集团股份有限公司（以下简称“本公司”）是一家在中华人民共和国广东省注册的股份有限公司，于1998年4月21日成立。本公司所发行人民币普通股A股及港币普通股H股股票，分别于2010年在深圳证券交易所和2020年在香港联合交易所有限公司上市。本公司总部位于广东省深圳市南山区松坪山朗山路21号。

本公司及其子公司（以下简称“本集团”）主要从事开发、生产经营原料药（肝素钠、依诺肝素钠），从事货物及技术进出口（不含分销及国家专营、专控、专卖商品）等。

本集团的实际控制人为李坦和李锂。

本财务报表业经本公司董事会于2022年04月11日决议批准。

合并财务报表的合并范围以控制为基础确定，本年度变化情况参见附注八。
full-scale and sub-scale target programs to ensure proper target presentation, target reliability, and availability, also remains valid.

• FY11 Recommendation.

1. The program office should produce adequate solutions to the identified technical deficiencies before initiating OT and should begin OT only when AIM-120D is production‑representative, with stable hardware and software.
‘‘Factories and Industrial
Undertakings Ordinance’’	the Factories and Industrial Undertakings Ordinance (Chapter 59
of the Laws of Hong Kong), as amended, sulppemented or
otherwise modified from time to time
‘‘FY2014/15’’	the year ended 31 March 2015
‘‘FY2015/16’’	the year ended 31 March 2016
‘‘FY2016/17’’	the year ended 31 March 2017
‘‘FY2017/18’’	the year ended 31 March 2018
‘‘Gazette’’	the official publication of the Government for, among other
things, statutory notices for public tenders
‘‘GDP’’	gross domestic product, the total market value of all the goods
and services produced within the borders of a nation during a
specified period of time
‘‘Government’’ or ‘‘Hong Kong
Government’’	the government of Hong Kong
‘‘Grand Basework’’	Grand Basework Limited, a company incorporated in BVI on 21
April 2017 with limited liability and an indirect wholly-owned
subsidiary of our Company
‘‘Grou’’‘‘’’p, we, ‘‘us or ‘‘our’’	our Company and its subsidiaries at the relevant time or, where
the context otherwise requires, in respect of the period prior to
our Company becoming the holding company of its present
subsidiaries pursuant to the Reorganisation, its present
subsidiaries and the businesses operated by such subsidiaries
‘‘HK dollars’’ or‘‘HK$’’ and
‘‘cents’’	Hong Kong dollars and cents respectively, the lawful currency of
Hong Kong
‘‘HKFRS’’	Hong Kong Financial Reporting Standards
‘‘HKSCC’’	Hong Kong Securities Clearing Company Limited
‘‘HKSCC Nominees’’	HKSCC Nominees Limited
‘‘Hon’’g Kon’g or ‘‘HKSAR’ or
‘‘HK’’	the Honig Kong Special Administrative Reon ofg the Peol’pes
ReliChipubc of na
‘‘Hong Kong Branch Share
Reigstrar’’	Boardroom Share Reidgstrars (HK) Limite, the branch share
reigstrar and transfer office of our Comipany n Hong Kong
‘‘independent third party(ies)’’	an individual(s) or a company(ies) who or which, to the best of
our Directors’ knowledge, information and belief, having made all
reasonable enquiries, is/are independent of and not connected
with (within the meaning of the Listing Rules) our Company and
its connected persons
‘‘Ipsos’’	Ipsos Limited, an industry research consultant and is an
independent third party
‘‘Ipsos Report’’	the industry research report commissioned by us and prepared by
Ipsos on the foundation and superstructure building works
industries in Hong Kong in which our Group operates
‘‘Labour Department’’	Labour Department of the Government
‘‘Latest Practicable Date’’	10 March 2018, being the latest practicable date prior to the
printing of this prospectus for the purpose of ascertaining certain
information in this prospectus
‘‘Legal Counsel’’	Mr. Chan Chung, barrister-at-law in Hong Kong, who is an
independent third party
‘‘Listin’’g	listing of the Shares on the Main Board
‘‘Listing Committee’’	the listing sub-committee of the directors of the Stock Exchange
‘‘Listing Date’’	the date, expected to be on or about 29 March 2018, on which
dealings in the Shares first commence
‘‘Listing Rules’’	the Rules Governing the Listing of Securities on the Stock
Exchange, as amended, modified and sulppemented from time to
time
‘‘Main Board’’	the Main Board of the Stock Exchange
‘‘Memorandum’’ or ‘‘Memorandum
of Association’’	the amended and restated memorandum of association of our
Company conditionally adopted on 13 March 2018 and as
amended from time to time, a summary of which is set out in
Appendix III to this prospectus
‘‘MPF scheme’’	mandatory provident fund scheme
‘‘Mr. Benjamin N’’g	Mr. Ng Chi Bun Benjamin (吳志斌), our chief executive officer,
executive Director and one of our Controlling Shareholders
‘‘Ms. KY Tsui’’	Ms. Tsui Kwok Ying (徐幗英), our chairman, non-executive
Director and one of our Controlling Shareholders
“Listing Rules”	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
“Lvxin Enterprise”	Wenzhou Lvxin Enterprise Management Co., Ltd. (溫州
綠欣企業管理有限公司), a company established on
December 3, 2019 under the laws of the PRC with limited
liability and an indirect wholly-owned subsidiary of our
Company
“Lvxin Haihe”	Hangzhou Lvxin Haihe Construction Project
Management Co., Ltd. (杭州綠欣海河工程項目管理有限
公司), a company established on December 12, 2019
under the laws of the PRC with limited liability and an
indirect wholly-owned subsidiary of our Company
“Lvxin Investment”	Shaoxing Lvxin Investment Management Co., Ltd. (紹興
綠欣投資管理有限公司), a company established on April
22, 2015 under the laws of the PRC with limited liability
and an indirect non-wholly owned subsidiary of our
Company
“Lvxing Asset Service”	Lvxing Asset Service and Real Estate Construction
Management Hangzhou Co., Ltd. (綠星資服房地產建設
管理(杭州)有限公司), a company established on
December 25, 2018 under the laws of the PRC with
limited liability and an indirect wholly-owned subsidiary
of our Company
“Lvxing Construction”	Wenzhou Lvxing Construction Project Management Co.,
Ltd. (溫州綠興工程項目管理有限公司), a company
established on December 3, 2019 under the laws of the
PRC with limited liability and an indirect wholly-owned
subsidiary of our Company
“Lvxing Construction Design”	Lvxing Construction Design Hangzhou Co., Ltd. (綠星建
築設計(杭州)有限公司), a company established on
December 25, 2018 under the laws of the PRC with
limited liability and an indirect wholly-owned subsidiary
of our Company
“Lvxing Real Estate Consulting”	Lvxing Real Estate Consulting Hangzhou Co., Ltd. (綠星
房產諮詢(杭州)有限公司), a company established on
December 25, 2018 under the laws of the PRC with
limited liability and an indirect wholly-owned subsidiary
of our Company
“Main Board”	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
“Mainwide HK”	Mainwide (H.K.) Limited, a company incorporated on
April 1, 2016 under the laws of Hong Kong with limited
liability and a wholly-owned subsidiary of our Company
“Memorandum” or
“Memorandum of Association”	the memorandum of association of our Company
conditionally adopted by our Company on June 23, 2020
which shall become effective upon listing of the Shares
on the Stock Exchange, as amended or sulpemented
pfrom time to time, a summary of which is set out in
Appendix III to this prospectus
“MOFCOM”	Ministry of Commerce of the PRC (中華人民共和國商務
部)
“NDRC”	the National Development and Reform Commission of
the PRC (中華人民共和國國家發展和改革委員會)
“Non-QualifiGyng reentown
Shareholders”	the Greentown Shareholders on the Record Date with
reistered addgresses in, or who are otherwise known by
Greentown China to be residents of any of the Specified
Territories
“Offer Price”	the final HK dollar price per Offer Share (exclusive of
brokerage of 1%, the SFC transaction levy of 0.0027%
and the Stock Exchange trading fee of 0.005%) at which
the Hong Kong Offer Shares are to be subscribed for
under the Hong Kong Public Offering and the
International Offer Shares are to be offered under the
International Offering, to be determined in the manner as
further described in “Structure of the Global Offering –
Pricing and Allocation”
“Offer Shares”	the Hong Kong Offer Shares and the International Offer
Shares together, where relevant, with any additional
Shares to be issued by our Company pursuant to the
exercise of the Over-allotment Option
between us and the distributors to promote or sell our products, and that we will terminate our relationship with them if they engage in such activities. However, our distributors could take one or more of the following actions, any of which could have a material adverse effect on our business, reputation and brand:

• breach our agreements with them, including by selling products that compete with our products that they have contracted to sell for us or by selling our products outside their designated territory, possibly in violation of the exclusive distribution rights of other distributors;

• unauthorized use or misuse of our brand name;

• fail to adequately promote our products;

• fail to provide proper training and service to the end-users of our products; or

• violate the anti-corruption laws of China, the United States or other countries.

Non-compliance by our distributors with our agreements or any improper or illegal actions taken by our distributors could harm our corporate image and disrupt our sales. We ultimately have limited control over the actions of our distributors who are Independent Third Parties, and cannot assure you that they will not breach their agreements with us or violate relevant laws. We are not aware of any breach of agreement, or improper or illegal actions taken by our distributors during the Track Record Period.

If our distributors violate PRC laws or otherwise engage in illegal practices with respect to their sales or marketing of our products, our brand and reputation, our sales activities or the price of our Shares could be adversely affected if we become the target of any negative publicity as a result of actions taken by our distributors.

# The global financial markets have experienced significant deterioration and volatility recently, which have had negative repercussions on the global economy and, as a result, may adversely affect our business operations.

Certain recent adverse financial developments have impacted the global financial markets. These developments include a general slowing of economic growth both in the U.S. and globally, substantial volatility in equity securities markets, and volatility and tightening of liquidity in credit markets. While it is difficult to predict how long these conditions will exist and which markets and businesses of our Company may be affected, these developments could continue to present risks for an extended period of time for our Company, including a potential slowdown in our sales to customers, increase in interest expenses on our bank borrowings, or reduction of the amount of banking facilities currently available to us. If this economic downturn continues, our business, financial condition and results of operations may be adversely affected.
# 39. CAPITAL AND OTHER COMMITMENTS

Group
2016	2015
RM’000	RM’000
(a) Capital expenditure commitments
Property, plant and equipment and investment properties
- Authorised and contracted for	1,147,134	2,159,183
- Authorised but not contracted for	2,349,600	1,407,287
3,496,734	3,566,470
(b) Joint venture
Share of capital commitment of joint venture	145,648	150,404
(c) Banker guarantees
Amount of banker guarantees obtained	28,767	27,914

# 40. RELATED PARTIES

For the purpose of these financial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subjected to common control or common significant influence. Related parties may be individuals or other entities.

Related parties also include key management personnel defined in Note 31.

# Related party transactions

Other than disclosed elsewhere in the financial statements, transactions carried out on terms agreed with the related parties are as follows:

Group
2016	2015
RM’000	RM’000
With substantial shareholders and their related parties
Sales and provision of services	343,672	257,547
Purchases and consumption of services	(45,840)	(45,880)
With key management personnel and their related parties
Sales and provision of services	17,594	27,250
Purchases and consumption of services	(74,243)	(63,382)
With associates
Rental income	405	282
With director of a subsidiary
Consultancy fees paid	(294)	(254)
# 40. RELATED PARTIES (CONTINUED)

# Related party transactions (continued)

Company
2016	2015
RM’000	RM’000
With subsidiaries
Dividend income	41,971	106,800
Share-based payment transactions	43,378	32,959

Significant related party balances related to the above transactions are as follows:

Group
2016	2015
RM’000	RM’000
Trade and other receivables
Substantial shareholders and their related parties	50,109	36,606
Key management personnel and their related parties	8,276	5,958
58,385	42,564
Trade and other payables
Substantial shareholders and their related parties	(4,108)	(3,599)
Key management personnel and their related parties	(15,918)	(6,696)
(20,026)	(10,295)

These transactions have been entered into in the normal course of business and have been established under negotiated terms.

From time to time, directors and key management personnel of the Group, or their related parties, may receive services and purchase goods from the Group. These services and purchases are on negotiated basis.
In accordance with the Articles, the Company is entitled to sell any of the shares of a member who is untraceable if:

(i) all cheques or warrants, being not less than three in total number, for any sum payable in cash to the holder of such shares have remained uncashed for a period of 12 years;

(ii) upon the expiry of the 12 years and 3 months period (being the 3 months notice period referred to in sub-paragraph (iii)), the Company has not during that time received any indication of the existence of the member; and

(iii) the Company has caused an advertisement to be published in accordance with the rules of the stock exchange of the Relevant Territory (as defined in the Articles) giving notice of its intention to sell such shares and a period of three months has elapsed since such advertisement and the stock exchange of the Relevant Territory (as defined in the Articles) has been notified of such intention. The net proceeds of any such sale shall belong to the Company and upon receipt by the Company of such net proceeds, it shall become indebted to the former member of the Company for an amount equal to such net proceeds.

# (v) Subscription rights reserve

Pursuant to the Articles, provided that it is not prohibited by and is otherwise in compliance with the Companies Law, if warrants to subscribe for shares have been issued by the Company and the Company does any act or engages in any transaction which would result in the subscription price of such warrants being reduced below the par value of the shares to be issued on the exercise of such warrants, a subscription rights reserve shall be established and applied in paying up the difference between the subscription price and the par value of such shares.

# 3. CAYMAN ISLANDS COMPANY LAW

The Company was incorporated in the Cayman Islands as an exempted company on 5 August 2013 subject to the Companies Law. Certain provisions of Cayman Islands company law are set out below but this section does not purport to contain all applicable qualifications and exceptions or to be a complete review of all matters of the Companies Law and taxation, which may differ from equivalent provisions inj urisdictions with which interested parties may be more familiar.

# (a) Company operations

As an exempted company, the Company must conduct its operations mainly outside the Cayman Islands. Moreover, the Company is required to file an annual return each year with the Registrar of Companies of the Cayman Islands and pay a fee which is based on the amount of its authorized share capital.

# (b) Share capital

In accordance with the Companies Law, a Cayman Islands company may issue ordinary, preference or redeemable shares or any combination thereof. The Companies Law provides that where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares shall be transferred to an account, to be called the ‘‘share premium account’’. At the option of a company, these provisions may not
apply to premiums on shares of that company allotted pursuant to any arrangements in consideration of the acquisition or cancellation of shares in any other company and issued at a premium. The Companies Law provides that the share premium account may be applied by the company subject to the provisions, if any, of its memorandum and articles of association, in such manner as the company may from time to time determine including, but without limitation, the following:

(i) paying distributions or dividends to members;

(ii) paying up unissued shares of the company to be issued to members as fully paid bonus shares;

(iii) any manner provided in section 37 of the Companies Law;

(iv) writing-off the preliminary expenses of the company; and

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

Notwithstanding the foregoing, the Companies Law provides that 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.

It is further provided by the Companies Law that, subject to confirmation by the court, a company limited by shares or a company limited by guarantee and having a share capital may, if authorized to do so by its articles of association, by special resolution reduce its share capital in any way.

The Articles include certain protections for holders of special classes of shares, requiring their consent to be obtained before their rights may be varied. The consent of the specified proportions of the holders of the issued shares of that class or the sanction of a resolution passed at a separate meeting of the holders of those shares is required.

# (c) Financial assistance to purchase shares of a company or its holding company

There are no statutory prohibitions in the Cayman Islands on the granting of financial assistance by a company to another person for the purchase of, or subscription for, its own, its holding company’s or a subsidiary’s shares. Therefore, a company may provide financial assistance provided the directors of the company when proposing to grant such financial assistance discharge their duties of care and acting in good faith, for a proper purpose and in the interests of the company. Such assistance should be on an arm’s-length basis.
截至12月31日止年度
2018年	2019年	2020年	2021年
（人民幣千元，百分比除外）
為醫聯體提供的
診斷檢測服務
－感染病診斷檢測	13,061	2.2	28,501	4.2	104,709	8.7	388,874	22.9
－COVID-19檢測	–	–	–	–	64,467	5.4	327,623	19.3
－病理檢測	25,628	4.3	47,379	7.0	75,941	6.3	101,827	6.0
－遺傳病診斷檢測	48,047	8.1	65,339	9.6	62,392	5.2	83,789	4.9
－常規診斷檢測	14,075	2.3	24,845	3.7	32,726	2.7	44,866	2.7
小計	100,811	16.9	166,064	24.5	275,768	22.9	619,356	36.5
為非醫療機構
提供的診斷檢測服務
－非COVID-19檢測	4621,9	7.8	48,657	7.2	45,664	3.8	33,018	1.9
－COVID-19檢測	–	–	–	–	21,155	1.8	20,092	1.2
小計	46,219	7.8	48,657	7.2	66,819	5.6	53,110	3.1
總計	596,308	100.0%	677,826	100.0%	1,200,320	100.0%	1,696,740	100.0%

下表概述於往績記錄期間就各檢測類型進行的診斷檢測數目。

截至12月31日止年度
2018年	2019年	2020年	2021年
千次
診斷外包服務
－感染病診斷檢測	1,363.5	1,411.4	7,659.1	32,987.9
－COVID-19檢測	–	–	6,202.0	31,466.3
－病理檢測	1,353.5	1,267.1	1,135.5	1,166.8
－遺傳病診斷檢測	1,090.1	1,031.1	903.8	847.7
－常規診斷檢測	3,984.0	3,101.2	2,563.8	2,480.2
小計	7,791.0	6,810.8	12,262.2	37,482.5
截至12月31日止年度
2018年	2019年	2020年	2021年
千次
為醫聯體提供的診斷檢測服務
－感染病診斷檢測	136.7	238.9	1,437.0	13,082.2
－COVID-19檢測	–	–	1,092.3	12,544.8
－病理檢測	213.7	322.9	500.2	708.1
－遺傳病診斷檢測	216.0	327.5	359.2	472.5
－常規診斷檢測	210.6	384.6	542.3	870.1
小計	777.0	1,273.9	2,838.7	15,132.9
為非醫療機構提供的
診斷檢測服務
－非COVID-19檢測	242.9	166.7	160.4	119.0
－COVID-19檢測	–	–	158.2	461.0
小計	242.9	166.7	318.5	580.0
總計	8,810.9	8,251.4	15,419.4	53,195.4

自2020年開始，COVID-19檢測佔我們收益的很大一部分。下表概述於往績記錄期間COVID-19檢測及非COVID-19檢測所產生的收益、毛利及毛利率。

截至12月31日止年度
2018年	2019年	2020年	2021年
收益	毛利	毛利率	收益	毛利	毛利率	收益	毛利	毛利率	收益	毛利	毛利率
人民幣千元，百分比除外
COVID-19檢測	–	–	–	–	–	–	547,051	347,713	63.6%	985,674	559,969	56.8%
非COVID-19檢測	596,308	240,385	40.3%	677,826	2991,94	44.1%	6532,69	3081,82	47.2%	711,066	3391,68	47.7%
總計╱整體	596,308	240,385	40.3%	677,826	2991,94	44.1%	12,002,30	655,895	54.6%	1,696,740	8991,37	53.0%