ChatDOC/OCRFlux-bench-single huggingface dataset:
Pursuant to Rule 18.44 of the GEM Listing Rules, the Board is pleased to present this corporate governance report for the year ended 31 December 2016. This report highlights the key corporate governance practices of the Company.

# CORPORATE GOVERNANCE PRACTICES

The Group is committed to promoting high standards of corporate governance. The Directors of the Company believe that sound and reasonable corporate governance practices are essential for the growth of the Group and for safeguarding the shareholders’ interests and the Group’s assets.

The Company’s corporate governance practices are based on the principles and code provisions as set out in the Corporate Governance Code (the “CG Code”) in Appendix 15 of the GEM Listing Rules. Throughout the year ended 31 December 2016 and up to the date of this report, to the best knowledge of the Board, the Company has complied with all the code provisions set out in the CG Code, save for the deviations from code provision A.6.7 as explained below and as mentioned in the following section headed “Chairman and Chief Executive Officer” in this report.

Pursuant to A.6.7 of CG Code, the independent non-executive Directors, as equal board members, should attend general meetings and develop a balanced understanding of the views of shareholders of the Company. Due to other unavoidable engagements, two independent non-executive Directors were unable to attend annual general meeting of the Company held on 18 May 2016.

# DIRECTORS’ SECURITIES TRANSACTIONS

The Company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for dealing in securities of the Company by the Directors (the “Required standard of Dealing”). Having made specific enquiries of all the Directors, each of them have confirmed that they have complied with the Required Standard of Dealings throughout the year ended 31 December 2016. No incident of non-compliance was noted by the Company during the year.

# BOARD OF DIRECTORS

# Composition of the Board

Up to the date of this annual report, the Board comprises six directors, including two executive Directors, one non-executive Director and three independent non-executive Directors. Details of their composition by category are as follows:

# Executive Directors

Mr. Lam Shu Chung (Chairman)

Ms. Lee Nga Ching

# Non-executive Director

Ms. Tse Ka Pui Jessica

# Independent non-executive Directors

Mr. Lee Siu Leung

Mr. Tang Chung Wai

Ms. Chan Man Yi
# Labor Dispatch

According to the Interim Provisions on Labor Dispatch (勞務派遣暫行規定) promulgated by the MOHRSS on 24 January 2014, and came into effect on 1 March 2014, employers may only employ dispatched workers in temporary, auxiliary or substitutable positions, and shall strictly control the number of dispatched workers which shall not exceed 10% of the total number of the employees.

# Social Insurance and Housing Fund

According to the Social Security Law of the PRC (中華人民共和國社會保險法), which was promulgated by the SCNPC on 28 October 2010, and came into effect on 1 July 2011 and revised on 29 December 2018, and the Interim Regulation on the Collection and Payment of Social Insurance Premiums (社會保險費徵繳暫行條例), which came into effect on 22 January 1999 and revised on 24 March 2019, the Regulation on Work-Related Injury Insurance (\( \mathbb { T } \)傷保險條例) implemented on 1 January 2004, and amended on 20 December 2010, and the Regulations on Unemployment Insurance (失業保險條例), which was promulgated on 22 January 1999, and the Trial Measures on Employee Maternity Insurance of Enterprises (企業職工生育保險試行辦法) implemented on 1 January 1995, the employer shall contribute to social insurance plans covering basic pensions insurance, basic medical insurance, maternity insurance, work injury insurance and unemployment insurance. Basic pension, medical and unemployment insurance contributions shall be paid by both employers and employees, while work-related injury insurance and maternity insurance contributions shall only be paid by employers, and employers who failed to promptly contribute social security premiums in full amount shall be ordered by the social security premium collection agency to make or supplement contributions within a prescribed time limit, and shall be subject to a late payment fine computed from the due date at the rate of 0.05% per day; where payment is not made within prescribed time limit, the relevant administrative authorities shall impose a fine ranging from 1 to 3 times the outstanding amount.

According to the Regulation on the Administration of Housing Provident Fund (住房公積金管理條例) (the “Regulation on Housing Provident Fund”), which was promulgated by the State Council and became effective on 3 April 1999, and was amended on 24 March 2002, and 24 March 2019, enterprises in the PRC must register with the competent managing center for housing provident funds and upon the examination by such center, these enterprises shall complete procedures for opening an account at the bank for the deposit of employees’ housing provident funds. Enterprises are also required to pay and deposit housing funds on behalf of their employees in full and in a timely manner. Employers that violate Regulation on Housing Provident Fund and fail to process housing provident fund payments or deposit registrations with the housing fund administration center within a designated period are subject to a fine ranging from RMB10,000 to RMB50,000.
According to the Reform Plan of the State Tax and Local Tax Collection Administration System (國稅地稅徵管體制改革方案), which was promulgated by the General Office of the Communist Party of China and the General Office of the State Council of the PRC on 20 July 2018, from 1 January 2019, all the social insurance premiums, including the premiums of the basic pension insurance, unemployment insurance, maternity insurance, work injury insurance and basic medical insurance, will be collected by the tax authorities. According to the Notice by the General Office of the State Administration of Taxation on Conducing the Relevant Work Concerning the Administration of Collection of Social Insurance Premiums in a Steady, Orderly, and Effective Manner (國家稅務總局辦公廳關於穩妥有序做好社會保險費徵管有關工作的通知), which was promulgated on 13 September 2018, and the Urgent Notice of the General Office of the Ministry of Human Resources and Social Security on Implementing the Spirit of the Executive Meeting of the State Council in Stabilizing the Collection of Social Insurance Premiums (人力資源和社會保障部關於貫徹落實國務院常務會議精神切實做好穩定社保費徵收工作的緊急通知), which was promulgated on 21 September 2018, all the local authorities responsible for the collection of social insurance premiums are strictly forbidden to conduct self-collection of historical unpaid social insurance contributions from enterprises. In addition, the Notice of the State Administration of Taxation on Implementing Measures on Further Support and Serve the Development of Private Economy (國家稅務總局關於實施進一步支援和服務民營經濟發展若干措施的通知), which was promulgated on 16 November 2018, repeats that tax authorities at all levels shall not organize self-collection of arrears of taxpayers including private enterprises in the previous years.
# CORPORATE GOVERNANCE PRACTICE OF THE COMPANY

The Board believes that effective and reasonable corporate governance practices are essential to the development of the Group and can safeguard and enhance the interests of the shareholders. The Company has adopted the principles as set out in the Corporate Governance Code and Corporate Governance Report (the “CG Code”) contained in Appendix 14 to the Listing Rules. The Company regularly reviews its corporate governance practice to ensure the compliance with the CG Code.

The Board is of the view that the Company has complied with the code provisions set out in the CG Code during the year ended 31 December 2017 (the “Reporting Period”). The major corporate governance principles and practices of the Company are summarised as below.

# BOARD

The Board of the Company is responsible to all shareholders for leading and overseeing the operations of the Group so as to ensure the achievement of the objective of value adding to shareholders. The Board is responsible for the overall development of the Group, approving and monitoring the overall development strategies of the Group, assessing, monitoring and controlling the operation and financial performance, ensuring the directors of the Company perform their duties properly and act in the best interests of the Group and hold discussions on various important and proper businesses of the Company in a timely manner. All directors are entitled to include any matter that needs to be submitted to the Board for discussion in the agenda of the Board meeting. The management shall provide members of the Board and specialised committees under the Board with appropriate and sufficient information in a timely manner so as to update them with the latest developments of the Company to facilitate discharge of their duties and make informed assessment and decision.

The executive directors and the senior management are delegated the authority and responsibilities by the Board for the day-to-day management and operation of the Group. The delegated functions and work tasks are periodically reviewed by the Board. Approval has to be obtained from the Board prior to any significant transactions entered into by the abovementioned officers. The Board fully supports the senior management to discharge their responsibilities.

The Board as a whole is responsible for performing the corporate governance functions set out in the Code Provision D.3.1 of the CG Code. The Board has reviewed and monitored the Company’s corporate governance policies and practices, the training and continuous professional development of directors and senior management, the Company’s policies and practices on compliance with legal and regulatory requirements, the compliance of the Model Code and the Employees Written Guidelines, and the Company’s compliance with the CG Code and disclosures in this Corporate Governance Report.
# BOARD COMPOSITION

The current board composition of the Company are as follows:

# Executive Directors:

Mr. Wu Tak Lam (Chairman of the Board, Chairman of the Nomination Committee and Chairman of the Finance and Investment Committee)

Ms. Chiu Man (Chief Executive Officer and member of the Finance and Investment Committee)

Mr. Jia Ruobing

Mr. Gou Xinfeng

# Independent Non-executive Directors:

Mr. Liu Jie (Chairman of the Audit Committee, member of each of the Nomination Committee, the Remuneration Committee and the Finance and Investment Committee)

Mr. Song Tao (Chairman of the Remuneration Committee, member of each of the Audit Committee and the Nomination Committee)

Dr. Liu Xiaofeng (Member of each of the Audit Committee, the Nomination Committee and the Remuneration Committee)

The biographical details of the current directors and the relationship among them, if any, are set out on pages 25 to 29 of this annual report.

The appointment of independent non-executive directors strictly adheres to the guidelines for assessing independence set out in Rule 3.13 of the Listing Rules. The Company has received an annual confirmation letter of independence from each of the independent non-executive directors and considers them to be independent of the management and free of any relationship that could materially interfere with the exercise of their independent judgment. The Board considers that each of the independent non-executive directors brings his own relevant expertise to the Board and brings a wide range of business and financial expertise, experiences and independent judgement to the Board, and are also invited to join the Board committees of the Company. Through active participation in Board meetings and taking the lead in managing issues involving potential conflict of interests, all independent non-executive directors have made various contributions to the effective direction of the Company and provided adequate checks and balances to safeguard the interests of both the Group and the shareholders.
Item	31 March 2021	31 December 2020
Owners’ equity (or shareholders’
equity):
Paid-in cailpta (or share caiptal)	548,540,432.00	548,540,432.00
Cailpta reserve	1,961,847,553.30	1,961,847,553.30
Surlpus reserve	51,365,509.04	51,365,509.04
Undistributed profit	-1,375,290,421.40	-1,362,217,861.88
Total owners’ equity (or
shareholders’ equity)	1,186,463,072.94	1,199,535,632.46
Total liabilities and owners’ equity
(or shareholders’ equity)	2,932,369,922.97	2,774,964,317.00

Person-in-charge of the
Company:	Person-in-charge of
accounting:	Person-in-charge of
accounting institution:
Zhang Chong	Ma Yan	Chen Jing
# Consolidated Income Statement

# January–March 2021

Prepared by: Luoyang Glass Company Limited\*

Unit: yuan Currency: RMB Type of audit: unaudited

Item	First quarter of 2021	First quarter of 2020
I. Total operating revenue	794337982.90,,	403,689,173.77
Including: Operating revenue	794337982.90,,	403,689,173.77
II. Total operating costs	609227817.96,,	386,956,237.69
Including: Operating costs	459395380.14,,	294,868,490.39
Taxes and surcharges	11264693.39,,	6,016,610.28
Selling expenses	20596189.80,,	14,916,634.56
Administrative expenses	36585066.15,,	27,320,974.10
R&D expenses	54911438.15,,	15,134,144.68
Finance expenses	26475050.33,,	28,699,383.68
Including: Interest expenses	27147204.13,,	26,203,153.54
Interest income	713052.48,	605,212.06
Add: Other income	6862954.49,,	3,097,753.62
Investment income (losses
are represented by “-”)	-5605564.38,,	-716,518.73
Impairment losses on credit
(losses are represented by
“-”)	1909067.89,,	182,448.13
Impairment losses on assets
(losses are represented by
“-”)	127,887.48
Gains on disposal of assets
(losses are represented by
“-”)	38275.82,	12,438.78
III. Op erating profit (loss is represented
by “-”)	188314898.76,,	19,436,945.36
Add: Non-operating income	500.00
Less: Non-operating expense	186103.48,	5,000.00
IV. To tal profit (total loss is represented
by “-”)	188129295.28,,	19,431,945.36
Less: Income tax expenses	31576425.79,,	6,492,071.94
# 9.4.5Attendance of directors at relevant meetings

The following table sets forth the records of attendance of each director at the meetings convened by the Board of Directors and by special committees under the Board of Directors and at the shareholders’ general meetings held in 2016.

Special committees under the Board of Directors
Directors	Board of
Di(1)rectors	Strategy
Committee	Nomination
Committee	Remuneration
and Appraisal
Committee	Risk and
Capital
Management
Committee	Audit
Committee	Related Party
Transaction
Control
Committee	Shareholders’
General
Meeting
Actual times of attend2ance/Requi)red ti(mes of attendance
Non-executive directors
Li Jianhong	12/12	4/4	2/2	/	/	/	/	2/2
Ma Zehua (resigned)	6/6	3/3	/	/	/	/	/	0/1
Li Xiaopeng	11/12	4/4	/	/	/	/	/	1/2
Li Yinquan (resigned)	6/6	/	/	/	/	/	/	0/1
Sun Yueying	12/12	/	/	1/1	9/9	5/5	/	2/2
Fu Gangfeng	11/12	/	/	/	/	8/8	2/2	2/2
Hong Xiaoyuan	12/12	/	/	1/1	9/9	/	/	2/2
Su Min	12/12	3/3	/	/	9/9	/	3/3	2/2
Zhang Jian	2/2	/	/	/	1/1	/	/	/
Wang Daxiong	2/2	/	/	/	/	1/1	/	/
Executive directors
Tian Huiyu	11/12	4/4	2/2	/	/	/	/	2/2
Li Hao	12/12	/	/	/	9/9	/	5/5	1/2
Independent
non-executive directors
Leung Kam Chung, Antony	10/12	/	2/2	1/1	9/9	/	/	2/2
Wong Kwai Lam	12/12	/	/	1/1	/	8/8	/	1/2
Pan Chengwei	12/12	/	2/2	/	/	8/8	5/5	2/2
Pan Yingli	12/12	/	2/2	1/1	/	/	/	2/2
Guo Xuemeng (resigned)	12/12	/	/	/	/	8/8	5/5	2/2
Zhao Jun	11/12	/	/	/	5/5	/	5/5	2/2

Notes: 1. During the reporting period, the Board of Directors held a total of 12 meetings, of which three were on-site and telephone meetings and nine were meetings convened and voted by correspondence.

2. Actual number of attendance does not include attendance by proxy. The above directors who did not attend the meetings in person had appointed other directors to attend such meetings on their behalf.
The aging analysis of our trade receivables, net of allowance for doubtful debts, as at the dates indicated is as follows:

As of 31 December	As of 30 June
2009	2010	2011	2012
RMB’000	RMB’000	RMB’000	RMB’000
0 to 30 days	7,819	3,862	2,987	4,536
31 to 60 days	—	—	818	—
61 to 180 days	—	—	740	651
180 to 365 days	—	380	453	—
Over one year	—	93	93	277
7,819	4,335	5,091	5,464

Our average trade receivables turnover days were four days, five days, three days and one day for the years ended 31 December 2009, 2010 and 2011 and the six months ended 30 June 2012, respectively, which were within the credit period granted by us. The average trade receivables turnover days are calculated by dividing the average of opening and ending balance of trade receivables for the year/period by the corresponding revenue in the year/period and then multiplying by the number of days in that year/period. The increase in our average trade receivables turnover days from four days for the year ended 31 December 2009 to five days for the year ended 31 December 2010 was primarily due to a decrease in revenue from RMB493.8 million in 2009 to RMB483.5 million in 2010. The decrease in our average trade receivables turnover days from five days for the year ended 31 December 2010 to three days for the year ended 31 December 2011 was primarily due to an increase in revenue from RMB483.5 million in 2010 to RMB524.5 million in 2011. The decrease in our average trade receivables turnover days from three days for the year ended 31 December 2011 to one day for the six months ended 30 June 2012 was primarily due to an increase in revenue from RMB524.5 million in 2011 to RMB662.4 million in the six months ended 30 June 2012.

In assessing the recoverability of trade receivable from property tenants for property leasing and operational management business, we consider any change in the credit quality of the property tenants. We recognize allowance for doubtful receivables based on estimated irrecoverable amounts determined by reference to past default experience of the property tenants and their current financial position.

Our impairment losses recognized on trade receivable of RMB1.1 million as of 31 December 2010 and 2011 and the six months ended 30 June 2012, were related to irrecoverable amounts relating to our property leasing and operational management business.

As of 31 October 2012, RMB4.5 million, or 82.3%, of our trade receivables as of 30 June 2012 had been settled.
# Prepayment for leasehold land held for development for sale

Our prepayment for leasehold land use right was RMB80.4 million as of 31 December 2009, which was made to secure the land for our Nanjing Jade Garden project. We did not have prepayment for leasehold land held for development for sale as of 31 December 2010 and 2011. Our prepayment for leasehold land held for development for sale was RMB60.0 million, which was made to secure a parcel of land in Zhuzhou.

# Trade and other payables

The following table sets forth a breakdown of our trade and other payables as of the dates indicated below:

As of 31 December	As of 30 June
2009	2010	2011	2012
RMB’000	RMB’000	RMB’000	RMB’000
Trade payables	122,836	113,799	138,216	199,381
Deposits	7,597	11,007	20,568	15,729
Other taxes payable	4,272	2,463	4,832	2,053
Other payables and accrued
expenses	15,275	14,070	13,750	11,268
149,980	141,339	177,366	228,431

Our trade and other payable decreased from RMB150.0 million as of 31 December 2009 to RMB141.3 million as of 31 December 2010. The decrease was primarily due to a decrease in trade payables, partially offset by an increase in deposits received. Our trade and other payables increased from RMB141.3 million as of 31 December 2010 to RMB177.4 million as of 31 December 2011. The increase was primarily due to an increase in trade payables and deposits received. Our trade and other payables increased from RMB177.4 million as of 31 December 2011 to RMB228.4 million as of 30 June 2012, primarily due to an increase in trade payables, which was in line with the continued growth of our property development business. Among our trade payables of RMB199.4 million as of 30 June 2012, trade payable of RMB35.7 million to Nanjing Metro as a part of the total consideration will be settled through the delivery to Nanjing Metro of a portion of our completed property units at Golden Wheel New Metro, according to our agreed settlement terms in relation to the payment of consideration for the land for Golden Wheel New Metro that we acquired from Nanjing Metro. Our Directors believe that Nanjing Metro has accepted such arrangement for the potential benefit of property appreciation taking into account the land cost and economic growth trend in Nanjing.
# 25 BORROWINGS

As at 31 December
2016	2015
RMB’000	RMB’000
Non-current
Long-term bank borrowings
– guaranteed (a)	700	1,430
– secured (b)	6,505	77,204
– unsecured	830,488	11,542
Debentures (c)	1,998,591	–
Other borrowings	–	3,233
2,836,284	93,409
Current
Short-term bank borrowings
– guaranteed (a)	182,550	249,390
– secured (b)	513,356	1,253,740
– unsecured	8,914,583	8,885,127
Other borrowings	17,310	1,000
9,627,799	10,389,257
Current portion of long-term bank borrowings
– guaranteed (a)	730	730
– secured (b)	9,000	9,000
Other borrowings	3,233	–
9,640,762	10,398,987
Total borrowings	12,477,046	10,492,396

(a) As at 31 December 2016, the bank borrowings as guaranteed by the non-controlling interests of the Group’s subsidiaries amounted to approximately RMB57,550,000 (2015: RMB139,000,000).

As at 31 December 2016, the bank borrowings as jointly guaranteed by the Group’s subsidiary and one of the Group’s non-controlling interests amounted to approximately RMB125,000,000. (2015: RMB110,390,000).

As at 31 December 2016, the bank borrowings as guaranteed by a related party amounted to approximately RMB1,430,000 (2015: RMB2,160,000) (Note 44 (d)).
# 25 BORROWINGS (continued)

# (b) Analysis of the secured borrowings are as follows:

As at 31 December
2016	2015
RMB’000	RMB’000
Secured by:
– PP&E and land use rights (Notes 7, 9)	343,905	451,554
– Trade receivables (Note 18)	184,956	868,490
– Bank deposits (Note19)	–	19,900
528,861	1,339,944

# (c) Debentures

On 28 January 2016, the Company received RMB1,980,000,000 from the issuance of 3-year-maturity-debentures, with an aggregate amount of RMB2,000,000,000 at a rate of 2.98% per annum.

# (d) The carrying amounts of the Group’s borrowings are denominated in the following currencies:

As at 31 December
2016	2015
RMB’000	RMB’000
RMB	12,273,100	10,492,396
NZD	203,946	–
12,477,046	10,492,396

# (e) The weighted average effective interest rates of borrowings are set out as follows:

As at 31 December
2016	2015
RMB’000	RMB’000
Borrowings
– RMB	3.77%	4.52%
– NZD	2.92%	–

Interest rates of borrowings denominated in RMB are reset periodically according to the benchmark rates announced by the People’s Bank of China.