僅供識別

(於百慕達註冊成立之有限公司) 股份代號

ANNUAL REPORT 2020 年報

Corporate Information 3
CEO's Message 4
Management Discussion and Analysis 6
Biographical Details of Directors and Management 14
Directors' Report 19
Corporate Governance Report 31
Environmental, Social and Governance Report 43
Independent Auditor's Report 93
Consolidated Statement of Profit or Loss 101
Consolidated Statement of Profit or Loss and Other Comprehensive Income 102
Consolidated Statement of Financial Position 103
Consolidated Statement of Changes in Equity 105
Consolidated Statement of Cash Flows 106
Notes to the Consolidated Financial Statements 109
Financial Summary 244

CORPORATE INFORMATION

BOARD OF DIRECTORS

Executive Directors

Mr. Brett Robert Smith (Deputy Chairman) Mr. Andrew Charles Ferguson (Chief Executive Officer)

Non-Executive Directors

Mr. Arthur George Dew (Chairman) (Mr. Wong Tai Chun, Mark as his alternate) Mr. Lee Seng Hui Ms. Lam Lin Chu

Independent Non-Executive Directors

Dr. Wong Wing Kuen, Albert Mr. Chang Chu Fai, Johnson Francis Mr. Wang Hongqian

AUDIT COMMITTEE

Dr. Wong Wing Kuen, Albert (Chairman) Mr. Arthur George Dew (Mr. Wong Tai Chun, Mark as his alternate) Mr. Chang Chu Fai, Johnson Francis Mr. Wang Hongqian

REMUNERATION COMMITTEE

Dr. Wong Wing Kuen, Albert (Chairman) Mr. Arthur George Dew (Mr. Wong Tai Chun, Mark as his alternate) Mr. Chang Chu Fai, Johnson Francis Mr. Wang Hongqian

NOMINATION COMMITTEE

Mr. Arthur George Dew (Chairman) (Mr. Wong Tai Chun, Mark as his alternate) Dr. Wong Wing Kuen, Albert Mr. Chang Chu Fai, Johnson Francis Mr. Wang Hongqian

COMPANY SECRETARY

Ms. Lau Tung Ni

AUDITOR

Crowe (HK) CPA Limited

STOCK CODE

1104

LEGAL ADVISERS

Addisons Conyers Dill & Pearman P. C. Woo & Co.

PRINCIPAL BANKERS

Bank of China (Hong Kong) Limited Bank of Communications Co., Ltd. Hong Kong Branch DBS Bank (Hong Kong) Limited Industrial and Commercial Bank of China (Asia) Limited OCBC Wing Hang Bank Limited

HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS

Room 2304, 23rd Floor Allied Kajima Building 138 Gloucester Road Wanchai Hong Kong Tel: +852 2541 0338 Fax: +852 2541 9133

REGISTERED OFFICE

Clarendon House 2 Church Street Hamilton HM11 Bermuda

PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE

MUFG Fund Services (Bermuda) Limited 4th floor, North Cedar House 41 Cedar Avenue Hamilton HM 12 Bermuda

H O N G K O N G B R A N C H S H A R E REGISTRAR AND TRANSFER OFFICE

Tricor Secretaries Limited Level 54, Hopewell Centre 183 Queen's Road East Hong Kong

WEBSITE

www.apacresources.com

CEO'S MESSAGE

Dear Shareholder,

After a spotty 2019 due to concerns around the "Trade War" between China and US, a phase 1 trade deal was struck in early 2020, which we had expected would reduce the risk of escalating tit-for-tat tariffs and allow for a more stable growth outlook. However, as we all know, the focus for 2020 has been the coronavirus pandemic which started in January and gathered steam in February and March, leading to large scale lockdowns globally.

The COVID-19 pandemic has dampened growth considerably, and in the depths of the economic downturn in March and April 2020, global manufacturing PMI numbers fell into the 30s and GDP numbers showed quarterly drops of 30- 40% in major economies. The global economy has recovered from its lows, although at time of writing, unemployment levels remain elevated and countries across the world remain in differing levels of social distancing.

Central banks and governments took definitive action to support economies through a combination of asset purchase programs, low interest rates and various fiscal measures including tax breaks, grants for businesses and cash handouts. The US Federal Reserve has initiatives to purchase government securities, mortgage backed securities, and corporate bonds, which is estimated to reach US\$3.5 trillion by the end of 2020. China has an estimated ¥4.6 trillion (or around US\$0.7 trillion) of discretionary fiscal measures, including focus on infrastructure investments financed through government special bond issuance. Similarly, the ECB's emergency bond purchase program allow for purchases of up to €1.35 trillion (or around US\$1.7 trillion). In June 2020, Fitch estimated that global fiscal easing measures totaled to US\$5 trillion, equivalent to more than 7% of 2019 global GDP. Most recently the US Federal Reserve adjusted its inflation target to an average of 2% and confirmed the markets expectations for ongoing low interest rates, seemingly indefinitely.

The pandemic related lockdowns and reduction in global economic activity drove most commodity prices lower, particularly in the March-April 2020 period, although we have seen a recovery since the lows, evidenced by improving demand in power, transport and personal consumption. The notable outperformer in the commodity space has been precious metals and specifically gold and silver, which are seen as a safe haven and store of value in the face of significant fiscal and monetary easing.

Geopolitical tensions cannot be ignored, and we expect a bumpy outlook over and above COVID-19 related uncertainty. The relationship between China and the US seems to have weakened again and an escalation of tension between the two largest economies is not conducive for global growth. On a broader level, the world is moving away from globalization, and for now seems to be on a path of bifurcation split over political differences. We remain confident that consumption and growth will drive commodity demand, but become increasingly aware of the need to be nimble and select in our investments.

In our smaller and more flexible Resources Investment segment, we found opportunities in select commodities, especially in precious metals, and the overall segment delivered a profit of HK\$63,356,000 in the twelve months ended 30 June 2020 ("FY 2020"). Separately our Principal Investment and Financial Services segment also generated a robust profit of HK\$57,851,000. However our overall earnings were frustratingly impacted by an impairment loss on interest in an associate of HK\$580,014,000, which is driven by an unrealized loss on our investment in Mount Gibson Iron Limited ("Mount Gibson"). It is important to note that this is a non-cash impairment. As we discuss later, Mount Gibson's share price was impacted by some operational challenges, but there was also a timing component. At the beginning of FY 2020, iron ore price was near its recent highs of US\$120 per tonne. After weaker iron ore prices for most of FY 2020, prices only started to recover in late June 2020. This move in the commodity price obviously has an impact on a pure play iron ore producer like Mount Gibson.

It is our long held belief that Shareholders should receive a return, and although we generated a net loss in FY 2020 of HK\$429,401,000, we reiterate that this was driven by a non-cash impairment. As a result, we are pleased to declare an interim dividend of HK10 cents per share for FY 2020. As ever, I would like to thank you all for your continued faith in APAC Resources.

Andrew Ferguson Chief Executive Officer

25 September 2020

FINANCIAL RESULTS

APAC Resources Limited ("APAC" or the "Company") and its subsidiaries (collectively, the "Group") reported a net loss attributable to shareholders of the Company of HK\$429,401,000 for the year ended 30 June 2020 ("FY 2020"), compared with a net profit attributable to shareholders of the Company of HK\$608,432,000 for the year ended 30 June 2019 ("FY 2019"). In the past 12 months our Resource Investment, and Principal Investment and Financial Services segments generated a combined profit of HK\$121,207,000. However, this was offset by a non-cash impairment loss on our ownership in Mount Gibson Iron Limited ("Mount Gibson") of HK\$580,014,000 driven by the weaker Mount Gibson share price.

PRIMARY STRATEGIC INVESTMENTS

Our Primary Strategic Investments are in Mount Gibson which is listed and operating in Australia, and in the year ended 30 June 2018 we also acquired an investment in Tanami Gold NL ("Tanami Gold"). The net attributable profit from our Primary Strategic Investments for FY 2020 was HK\$145,377,000 (FY 2019: Net profit of HK\$271,659,000). Mount Gibson reported a FY 2020 net profit after tax of A\$84 million.

Mount Gibson

Mount Gibson is an Australian producer of direct shipping grade iron ore products. Mount Gibson owns the Koolan Island mine off the Kimberley coast in the remote north-west of Western Australia which produces one of the highest grade iron ore products in Australia, and the Extension Hill/Iron Hill operations in the Mount Gibson Range south east of Geraldton. Mining of Direct Shipping Ore from its Mid West mines ended in the year ended 30 June 2019 although sale of low grade material from Extension Hill has continued for longer than forecast, and the latest forecast is for sales to end in calendar year 2020.

Importantly, ore sales at the Koolan Island Restart Project started in April 2019, achieved commercial production in the June quarter 2019. The restart project had 21 million tonnes of 65.5% Fe reserves, and is partway through a planned elevated waste mining phase, which should then allow for increased production from the year ended 30 June 2022 ("FY 2022") onwards.

Mount Gibson reported a net profit after tax of A\$84 million for FY 2020 from sales of 4.9 million tonnes.

Mount Gibson's operating costs were high in FY 2020 and will remain high until the waste mining phase is complete. In addition, Koolan Island operations were impacted by a conveyor belt tear and replacement, which is now completed. The company reported an all in cash cost of A\$72 per tonne for FY 2020 and released guidance for the year ended 30 June 2021 ("FY 2021") all in cash cost of A\$60-65 per tonne. Costs will remain high as Mount Gibson completes the waste mining phase at Koolan Island over the next 18 months.

Mount Gibson still boasts a robust cash reserve, including term deposits and tradable investments, ending FY 2020 with A\$423 million or an equivalent of A\$0.36 per share, despite paying a dividend in September 2019.

Mount Gibson sales guidance for FY 2021 is 2.8 million tonnes to 3.3 million tonnes, at an all-in group cash cost of A\$60–65 per wet metric tonne ("wmt") FOB.

The Platts IODEX 62% CFR China index sold off its highs in early FY 2020, and was range bound around US\$80-90 per dry metric tonne ("dmt") for the majority of the year. In May 2020, the iron ore price started to strengthen as Chinese steel inventories were drawn down from pent-up demand as construction restarted in China. Global iron ore supply is still impacted by lower production from Vale. Iron ore prices have been on an upward trend, and at the time of writing it is above US\$120 per dmt. In the medium term we continue to expect average iron ore prices to remain capped given weak non-China steel demand and a continuing recovery in Brazil.

Tanami Gold

We currently own 46.3% of Tanami Gold.

Tanami Gold's principal business activity is gold exploration. It holds 60% of the Central Tanami Project and has a cash balance of A\$29 million, after it exercised its first put option in July 2018 to sell 15% of the project to Northern Star Resources Limited ("Northern Star") for A\$20 million cash. The remaining 40% is owned by Northern Star. Under the terms of the joint venture, Northern Star will sole fund all expenditure until commercial production is achieved at the Central Tanami Project. After commercial production is reached, Northern Star can earn an additional 35% of the Central Tanami Project and Tanami Gold has a second put option to sell its remaining 25% of the project to Northern Star for A\$32 million. Northern Star continues exploration in the Central Tanami Project, although since March there has been no on-ground exploration due to COVID-19 restrictions.

FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets at fair value through profit or loss comprise the Group's investments in Metals X Limited ("Metals X") and Resource Investment. As at 30 June 2020, none of these investments represents 5% or more of the Group's total assets.

Metals X

The carrying values of Metals X as at 30 June 2020 amounted to HK\$58,398,000 (As at 30 June 2019: HK\$87,748,000) represented approximately 1.7% (As at 30 June 2019: 2.2%) of the total assets of the Group. In FY 2020, our investment in Metals X generated an unrealized loss of approximately HK\$95,631,000 (FY 2019: Loss of HK\$195,693,000) which was accounted for in profit or loss.

In June 2020, APAC gave notices to Metals X requesting that the directors of Metals X call a general meeting of Metals X to replace three of its directors given its failure to sell the Nifty asset and subsequent plan to redevelop Nifty as an open pit. Metals X also announced the updated mine plan for Renison mine, with significant capex spend in FY 2021-FY 2022. This caused Metals X to breach covenants in its debt facility with Citibank.

In July 2020, the three directors of Metals X stepped down from the board while Mr. Brett Robert Smith, who is the deputy chairman and an executive director of the Company, was appointed to the board initially as a non-executive director and subsequently as an executive director of Metals X, and Metals X reiterated its commitment to sell the copper asset portfolio. APAC provided a A\$26 million loan facility to repay the Citibank loan. Metals X is now focused on implementing its life of mine plan at Renison mine.

During FY 2020, the Renison mine produced 3,591 tonnes of tin (net 50% basis) up 1% year-on-year ("YoY"), however the average realised tin price of A\$21,466 per tonne was down 13% YoY. Metals X expects to access higher grade Area 5 in the second half of calendar year 2020.

Tin prices weakened early in FY 2020 due to the weakness in the semiconductor sector, and fell below US\$14,000 per tonne due to concerns about the COVID-19 outbreak. Since then, tin prices have recovered to as high as US\$18,000 per tonne. We remain bullish on the medium term outlook for tin due to the lack of significant supply growth and new demand for tin from the growing electrical vehicle and energy storage industries.

Resource Investment

The investments in this division comprise mostly minor holdings in various natural resource companies listed on major stock exchanges including Australia, Canada, Hong Kong, the United Kingdom and the US. Our investments focus on select commodities within several commodity segments, namely energy, bulk commodities, base metals and precious metals. Some of our positions are exploration or development stage companies and this section of the market is particularly sensitive to risk aversion, lower commodity prices, and the difficult financing markets.

Resource Investment posted a fair value gain of HK\$42,317,000 in FY 2020 (FY 2019: Loss of HK\$89,953,000), which after accounting for segment related dividend and other investment income and expenses, resulted in a segment profit of HK\$63,356,000 (FY 2019: Loss of HK\$86,646,000).

Our Resource Investment division includes the results of the two resource portfolios which were announced in August 2016. While the resources sector was already subdued in the six months ended 31 December 2019 ("1H FY 2020") due to concerns relating to the trade war, the spread of COVID-19 in February and March 2020 caused the vast majority of commodity prices to drop significantly, although most metal prices have recovered to its pre-COVID-19 levels and in the case of iron ore and gold, have outperformed. During FY 2020 the average performance from a number of small cap resources indices averaged 6% (includes the FTSE AIM Basic Resources Index, ASX Small Resources Index, the TSX Venture Composite Index among others). Brent oil prices traded in a range of US\$55 per barrel to US\$65 per barrel during 1H FY 2020, but sold off heavily when Russia and Saudi Arabia walked away from OPEC+ production cuts at the time when COVID-19 was spreading beyond China. Although it has recovered from its March lows, it is still trading well below its pre-COVID-19 levels. The average performance of several small-mid cap oil and gas indices averaged –51% in FY 2020 (includes the S&P TSX Small Cap Energy Index and S&P 500 Energy Sector among others).

Precious

Precious metals (majority gold exposure) generated a net fair value gain of HK\$92,981,000 in FY 2020 while the gold price was up 28%. As at 30 June 2020, the carrying value of the Precious segment was HK\$314,449,000 (As at 30 June 2019: HK\$80,468,000). Our largest gold investment in the Resource Investment division is in Northern Star (ASX: NST) which generated a fair value gain of HK\$14,326,000 with carrying value as at 30 June 2020 of HK\$104,165,000. We also own Westgold Resources (ASX: WGX) which generated a fair value gain of HK\$18,332,000 with carrying value as at 30 June 2020 of HK\$68,444,000. Other notable fair value gains include HK\$12,618,000 generated from our investment in Skeena Resources (TSX: SKE).

Northern Star owns high grade underground mines in Western Australian and Alaska. In FY 2020 its production was 905,000 ounces of gold, and it generated underlying free cash flow of A\$423 million. In FY 2021 its production target is 1,000,000 ounces of gold, equating to 10% YoY growth.

Westgold Resources produced 235,150 ounces of gold in FY 2020 down 8% YoY and missed its target of 275,000 to 300,000 ounces. Westgold Resources now target 270,000 to 300,000 ounces in FY 2021 at an AISC of A\$1,460–1,560 per ounce as it expects Big Bell production to ramp up over the year.

The gold price started to strengthen after the Fed cut its benchmark rate by 25 basis points in July 2019. Since then, gold has continue its upward trajectory, except for a brief drop in March 2020 as the market sold down en masse as the pandemic spread. Gold price continues to be supported by central governments' stimulus plans, including the US Federal Reserve's ongoing commitment to purchase government securities. By the end of FY 2020 it was trading at US\$1,770 per ounce, and at the time of writing it is trading around US\$1,950 per ounce. More recently, the US Federal Reserve announced a new inflation target of an average of 2%, implying that there are periods where inflation can be above these levels and interest rates are now expected to stay lower for longer, which is also supportive for gold prices.

Bulk

Bulk commodities generated a fair value gain of HK\$9,519,000, as iron ore was one of the best performing commodities in FY 2020. As at 30 June 2020, the carrying value of the segment was HK\$189,224,000 (As at 30 June 2019: HK\$72,784,000). Our largest investment in this segment is Shougang Fushan (HKEX: 639), which generated a fair value gain of HK\$1,395,000 with carrying value as at 30 June 2020 of HK\$174,487,000.

Shougang Fushan is a coking coal producer listed on The Stock Exchange of Hong Kong Limited. Its principal businesses are coking coal mining, production and sales of coking coal products in China. It has 3 mines located in China with reserves of 79Mt of raw coking coal at 31 December 2019 and during six months ended 30 June 2020 Shougang Fushan produced 2.3Mt raw coking coal. The market cap of Shougang Fushan in early September 2020 is around HK\$9.4 billion, while its working capital reported at 30 June 2020 is HK\$4.8 billion and it generated EBITDA of HK\$1 billion in six months ended 30 June 2020. 2020 guidance is for 4.8 million tonnes of raw coking coal, and implies an increase from the first half of 2020 which was impacted by temporary mine suspensions due to COVID-19. It declared an interim dividend of HK7.5 cents per share. In the near term, China's fiscal stimulus supports growth in infrastructure spending which encourages steel and therefore coking coal demand while restrictions on seaborne imports are expected to remain in place for now.

Base Metals

Base Metals segment (a mix of copper, nickel and zinc companies) delivered a fair value loss of HK\$26,923,000 in FY 2020, the copper and nickel prices increased by 1% and 4% respectively while the zinc price fell 19%. The Base Metals segment includes our investment in China Molybdenum (HKEX: 3993) which generated a fair value gain of HK\$540,000 and dividend income of HK\$424,000 in FY 2020 and had a carrying value as at 30 June 2020 of HK\$22,761,000 (As at 30 June 2019: HK\$22,221,000).

Energy

The Energy segment (mainly oil and uranium exposure) had a fair value loss of HK\$20,835,000 in FY 2020. Our significant Energy investments include Woodside Petroleum (ASX: WPL), which generated a fair value gain of HK\$1,165,000 and had a carrying value as at 30 June 2020 of HK\$11,522,000 (As at 30 June 2019: Nil) and Kazatomprom (LSE: KAP), which generated a fair value loss of HK\$18,000 and had a carrying value as at 30 June 2020 of HK\$7,514,000 (As at 30 June 2019: Nil).

Others

We also have a fair value loss of HK\$12,425,000 from the remaining commodity (diamonds, manganese and mineral sands among others) and non-commodity investments in FY 2020 and had a carrying value as at 30 June 2020 of HK\$21,921,000 (As at 30 June 2019: HK\$28,556,000).

COMMODITY BUSINESS

Our iron ore offtake at Koolan Island recommenced as the mine restarted operations, and we continue to look for new offtake opportunities across a range of commodities. For FY 2020, our Commodity Business, which engaged in trading of iron ore, generated a loss of HK\$5,912,000 (FY 2019: Loss of HK\$3,808,000).

PRINCIPAL INVESTMENT AND FINANCIAL SERVICES

The Principal Investment and Financial Services segment, which covers the income generated from loan receivables, loan notes, convertible notes and other financial assets. For FY 2020, this segment generated a profit of HK\$57,851,000 (FY 2019: Profit of HK\$47,371,000).

MONEY LENDING

The Group engaged in money lending activities under the Money Lenders Ordinance of Hong Kong. For FY 2020, the revenue and profits generated from money lending formed part of results of the Principal Investment and Financial Services segment.

LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE

As at 30 June 2020, our non-current assets amounted to HK\$1,930,522,000 (As at 30 June 2019: HK\$2,264,877,000) and net current assets amounted to HK\$1,506,047,000 (As at 30 June 2019: HK\$1,749,610,000) with a current ratio of 17.7 times (As at 30 June 2019: 135.2 times) calculated on the basis of its current assets over current liabilities. Included in non-current assets and current assets are loan notes of HK\$3,916,000 (As at 30 June 2019: HK\$51,168,000) and loan receivables of HK\$468,876,000 (As at 30 June 2019: HK\$401,418,000).

As at 30 June 2020, we had no borrowings (As at 30 June 2019: Nil) and had undrawn banking facilities amounting to HK\$298,084,000 secured against certain term deposits of the Group. As at 30 June 2020, we had a gearing ratio of nil (As at 30 June 2019: Nil), calculated on the basis of total borrowings over equity attributable to owners of the Company.

As announced on 11 March 2019, the Company decided to implement a rights issue (the "Rights Issue") on the basis of one rights share for every two existing shares in issue by issuing 406,297,971 rights shares, with aggregate nominal value of HK\$406,297,971, at the subscription price of HK\$1.10 per rights share raising gross proceeds of approximately HK\$447 million and net proceeds of approximately HK\$438 million (approximately HK\$1.08 per share). The Rights Issue was completed in April 2019. The subscription price represented a discount of approximately 14.73% to the closing price of HK\$1.29 per share as quoted on The Stock Exchange of Hong Kong Limited on 11 March 2019. The directors of the Company considered the Rights Issue would provide an opportunity to raise capital for the Company whilst strengthening the capital base and the financial position of the Company. During 1H FY 2020, approximately HK\$237.2 million, which remained unused as at 30 June 2019 and proposed to use for investments in resources sector within a 6-month period from 30 June 2019, was used to further invest in companies involved in the resources sector. As at 30 June 2020, all proceeds from the Rights Issue were used and details of use of proceeds were as follows:

Intended use of proceeds		Actual use of proceeds
(i)	Approximately HK\$244 million will be used for enhancing the Group's capacity to further invest in companies involved in the resources sector	Approximately HK\$244 million was used
(ii)	Approximately HK\$150 million will be used for repayment of the Group's existing outstanding loans and other related expenses owed to a bank and a related company	Approximately HK\$150 million was used
	(iii) Approximately HK\$44 million for general working capital for the Group	Approximately HK\$44 million was used
	(iv) Approximately HK\$9 million will be used for expenses of the Rights Issue	Approximately HK\$8.3 million was used. The unused amount of approximately HK\$0.7 million was used for general working capital for the Group

FOREIGN EXCHANGE EXPOSURE

For the year under review, the Group's assets were mainly denominated in Australian Dollars while the liabilities were mainly denominated in United States Dollars and Hong Kong Dollars. There would be no material immediate effect on the cash flows of the Group from adverse movements in foreign exchange for long term investments. In addition, the Group is required to maintain foreign currency exposure to cater for its present and potential investment activities, meaning it will be subject to reasonable exchange rate exposure. In light of this, the Group did not actively hedge for the risk arising from the Australian Dollars denominated assets. However, the Group will closely monitor this risk exposure as required.

PLEDGE OF ASSETS

As at 30 June 2020, the Group's bank deposits of HK\$88,611,000 (As at 30 June 2019: HK\$74,711,000) were pledged to banks to secure various trade and banking facilities granted to the Group.

EMPLOYEES AND EMOLUMENT POLICY

The Group ensures that its employees are remunerated according to the prevailing manpower market conditions and individual performance with its remuneration policies reviewed on a regular basis. All employees are entitled to participate in the Company's benefit plans including medical insurance and pension fund schemes including the Mandatory Provident Fund Scheme (subject to the applicable laws and regulations of the People's Republic of China (the "PRC") for its employees in the PRC).

As at 30 June 2020, the Group, including its subsidiaries but excluding associates, had 14 (As at 30 June 2019: 14) employees. Total remuneration together with pension contributions incurred for FY 2020 amounted to HK\$12,868,000 (FY 2019: HK\$11,333,000).

PRINCIPAL RISKS

The Group adopts a comprehensive risk management framework. Policies and procedures are developed, regularly reviewed and updated to enhance risk management and react to changes in market conditions and the Group's business strategy. The audit committee of the Company reviews the Group's policies and scrutinises that management has performed its duty to have effective risk management and internal control systems necessary for monitoring and controlling major risks arising from the Group's business activities, changing external risks and the regulatory environment, and reports to the Board on the above.

FINANCIAL RISK

Financial risk includes market risk, credit risk and liquidity risk. Market risk concerns that the value of an investment will change due to movements in market factors and which can be further divided into foreign currency risk, interest rate risk and other price risk. Credit risk is the risk of losses arising from clients or counterparties failing to make payments as contracted. Liquidity risk concerns that a given security or asset cannot be traded readily in the market to prevent a loss or make the required profit. Further discussion on financial risk management is outlined in note 32 to the consolidated financial statements.

OPERATIONAL RISK

The Group faces various operational risks which are concerned with possible losses caused by human factors, inadequate or failed internal processes, systems or external events. Operational risk is mitigated and controlled through establishing robust internal controls, proper segregation of duties and effective internal reporting.

The business and operating line management are responsible for managing the operational risks of their business units on a day-to-day basis. Each department head has to identify risks, evaluate the effectiveness of key controls in place and assess whether the risks are effectively managed. Independent monitoring and reviews are conducted by the internal audit team which reports regularly to the respective senior management and the audit committee of the Company.

SIGNIFICANT INVESTMENTS, MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES, AND FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS

Save as disclosed in this report, during the year ended 30 June 2020, the Group did not hold any other significant investments nor have any material acquisitions or disposals of subsidiaries, associates and joint ventures. Save as disclosed in this report, as at 30 June 2020, the Group did not have any plan for material investments or capital assets.

CAPITAL COMMITMENTS

As at 30 June 2020 and 30 June 2019, the Group had no material capital commitments contracted but not provided for.

CONTINGENT LIABILITIES

As at the date of this report and as at 30 June 2020, the Board is not aware of any material contingent liabilities.

IMPORTANT EVENTS AFFECTING THE GROUP AFTER THE END OF THE FINANCIAL YEAR

There are no important events affecting the Group which have occurred after the end of the financial year and up to the date of this report.

COMPANY STRATEGY

The commodity market has been volatile during the year. Looking forward, the Board believes that the performance of the equity investments at fair value through profit or loss will be dependent on market sentiment which is affected by factors such as commodity prices, interest rate movements, geo-political conditions and performance of the macro economy. In order to mitigate the associated risks, the Group will review its investment strategy regularly and take appropriate actions whenever necessary in response to changes in market situation. In addition, the Group will also seek potential investment opportunities with an aim to maximize value for the shareholders.

FORWARD LOOKING OBSERVATIONS

In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organisation. The Group has implemented, since January 2020, the following protocols to protect the health and safety of our workforce, their families, local suppliers and neighbouring communities while ensuring a safe environment for operations to continue as usual:

implement measures to maximize social distancing and staff protection within the offices;
required meetings are held off-site or by conference calls as far as possible;
cancellation of all non-essential travel;
flexible and remote working plans for employees;
access to office restrictions and temperature screening;
self-isolation following outbound travel, development of symptoms, or interaction with a confirmed case of COVID-19 and do coronavirus test as and when necessary on Company's cost;
increased inventory of face mask, hand sanitiser and hygiene supplies; and
increased focus on cleaning and sanitation.

The outlook for the global economy in the short term will largely depend on the pandemic. At the time of writing, the effects of the pandemic are ongoing, although social distancing measures have provided a way for infection rates to remain somewhat contained, which has allowed for a soft reopening trajectory. Several countries and companies are focused on developing a vaccine, which would lead to a broader reopening and would support a further improvement in global growth and the broader commodity complex. We expect central banks and governments to continue to support businesses and households with fiscal and monetary measures.

Against this difficult backdrop, we remain defensive and selective with our investments in the near term, and continue to look for high quality opportunities which will generate attractive returns over the long run. Our mining and energy investment portfolios are the platform for future mining and energy investments. Our largest investment is in Mount Gibson which is underpinned by a large cash reserve, and its Koolan Island mine is currently undergoing a large waste stripping program, which will position it for strong free cash flow generation once it is completed.

BIOGRAPHICAL DETAILS OF DIRECTORS AND MANAGEMENT

EXECUTIVE DIRECTORS

Mr. Brett Robert Smith, aged 59, was appointed as the Deputy Chairman and an Executive Director of the Company on 18 May 2016. Mr. Smith graduated from Melbourne University, Australia with a Bachelor's Degree in Chemical Engineering with Honours. He has also obtained a Master's Degree in Business Administration from Henley Management College, the United Kingdom and a Master's Degree in Research Methodology from Macquarie University, Australia. Mr. Smith has participated in the development of a number of mining and mineral processing projects including coal, iron ore, base and precious metals. He has also managed engineering and construction companies in Australia and internationally. Mr. Smith has served on the board of private mining and exploration companies and has over 34 years international experience in the engineering, construction and mineral processing businesses. He is currently an executive director of Dragon Mining Limited ("Dragon Mining") (Stock Code: 1712) and a non-executive director of each of Prodigy Gold NL ("Prodigy Gold", formerly known as ABM Resources NL) (Stock Code: PRX) and Tanami Gold NL ("Tanami Gold") (Stock Code: TAM). He was re-designated as an executive director from a non-executive director of Metals X Limited ("Metals X") (Stock Code: MLX) on 10 July 2020 and was appointed as a non-executive director of Elementos Limited ("Elementos") (Stock Code: ELT) on 24 January 2020. Dragon Mining is a company listed on the main board of The Stock Exchange of Hong Kong Limited. Elementos, Metals X, Prodigy Gold and Tanami Gold are companies listed on the Australian Securities Exchange.

Mr. Andrew Charles Ferguson, aged 47, was appointed as an Executive Director and the Chief Executive Officer of the Company on 12 January 2010. Mr. Ferguson holds various directorships in subsidiaries of the Company. Mr. Ferguson holds a Bachelor of Science Degree in Natural Resource Development and worked as a mining engineer in Western Australia in the mid 90's. In 2003, Mr. Ferguson co-founded New City Investment Managers in the United Kingdom. He has a proven track record in fund management and was the former co-fund manager of City Natural Resources High Yield Trust, which was awarded "Best UK Investment Trust" in 2006. In addition, he managed New City High Yield Trust Ltd. and Geiger Counter Ltd.. He worked for New City Investment Managers CQS Hong Kong, a financial institution providing investment management services to a variety of investors. He has 25 years of experience in the finance industry specialising in global natural resources. Being a fund manager for assets in London and Hong Kong, he was responsible for day to day management of portfolios, risk management, business development, relationship management and working with independent boards, custodians and auditors to ensure that all shareholders' funds were managed properly. He is currently an alternate director to Mr. Lee Seng Hui in Mount Gibson Iron Limited ("Mount Gibson") (Stock Code: MGX), a company listed on the Australian Securities Exchange.

NON-EXECUTIVE DIRECTORS

Mr. Arthur George Dew, aged 78, was appointed as the Chairman and a Non-Executive Director of the Company on 1 March 2016. Mr. Dew graduated from the Law School of the University of Sydney, Australia, and was admitted as a solicitor and later as a barrister of the Supreme Court of New South Wales, Australia. He is currently a non-practising barrister. He has a broad range of corporate and business experience and has served as a director, and in some instances chairman of the board of directors, of a number of public companies listed in Australia, Hong Kong and elsewhere. He is currently the chairman and a non-executive director of each of Allied Group Limited ("AGL") (Stock Code: 373) and Allied Properties (H.K.) Limited ("APL") (Stock Code: 56), both are substantial shareholders of the Company, and Dragon Mining (Stock Code: 1712); a non-executive director of SHK Hong Kong Industries Limited ("SHK HK IND") (Stock Code: 666); a non-executive director of Tian An Australia Limited ("Tian An Australia") (Stock Code: TIA); and the non-executive chairman and a non-executive director of Tanami Gold (Stock Code: TAM). AGL, APL, Dragon Mining and SHK HK IND are companies listed on the main board of The Stock Exchange of Hong Kong Limited. Tanami Gold and Tian An Australia are companies listed on the Australian Securities Exchange.

Mr. Lee Seng Hui (李成輝), aged 51, was appointed as a Non-Executive Director of the Company on 2 October 2009. Mr. Lee graduated from the Law School of the University of Sydney with Honours. Previously, he worked with Baker & McKenzie and N M Rothschild & Sons (Hong Kong) Limited. Mr. Lee is currently the chief executive and an executive director of each of AGL (Stock Code: 373) and APL (Stock Code: 56), both are substantial shareholders of the Company, and the chairman and a non-executive director of Tian An China Investments Company Limited ("Tian An") (Stock Code: 28). AGL, APL and Tian An are companies listed on the main board of The Stock Exchange of Hong Kong Limited. He is also the non-executive chairman of Mount Gibson (Stock Code: MGX), a company listed on the Australian Securities Exchange. He was the chairman and a non-executive director of Asiasec Properties Limited (Stock Code: 271), a company listed on the main board of The Stock Exchange of Hong Kong Limited, between 2016 and January 2018.

Ms. Lam Lin Chu (林蓮珠), aged 49, was appointed as a Non-Executive Director of the Company on 21 May 2020. Ms. Lam graduated from The University of Hong Kong with the degree of Bachelor of Business Administration, majoring in accounting and finance. She is a fellow member of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and Institute of Chartered Accountants in England and Wales. Ms. Lam is currently a certified public accountant in Hong Kong. She had been awarded by The Stock Exchange of Hong Kong Limited with a certificate for passing the 15th Securities Brokers Examination. Ms. Lam has extensive experience in the fields of accounting and finance, management of listed companies, mergers and acquisitions etc.. Ms. Lam is currently the chief financial officer of Shougang Fushan Resources Group Limited (Stock Code: 639), a company listed on the main board of The Stock Exchange of Hong Kong Limited and a substantial shareholder of the Company, and previously served as its company secretary for over 5 years. She also worked as the corporate finance manager in another Hong Kong listed company, Soundwill Holdings Limited (Stock Code: 878) and had worked in KPMG for over 5 years.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Dr. Wong Wing Kuen, Albert (王永權), aged 69, has been appointed as an Independent Non-Executive Director of the Company since 6 July 2004. Dr. Wong holds a Doctor of Philosophy in Business Administration degree from the Bulacan State University, Republic of the Philippines. He is a fellow member of The Chartered Governance Institute, The Hong Kong Institute of Chartered Secretaries, The Taxation Institute of Hong Kong, Association of International Accountants and Society of Registered Financial Planners. He is a member of Hong Kong Securities Institute, The Chartered Institute of Arbitrators and The Chartered Institute of Bankers in Scotland and a full member of Macau Society of Certified Practising Accountants. Dr. Wong is currently the principal consultant of KND Associates CPA Limited. He is also an independent non-executive director of each of Solargiga Energy Holdings Limited (Stock Code: 757), China Merchants Land Limited (Stock Code: 978), China VAST Industrial Urban Development Company Limited (Stock Code: 6166), China Medical & HealthCare Group Limited (Stock Code: 383), China Wan Tong Yuan (Holdings) Limited (Stock Code: 6966) (previously listed on GEM (Stock Code: 8199)) and Dexin China Holdings Company Limited (Stock Code: 2019). These six companies are listed on the main board of The Stock Exchange of Hong Kong Limited. He is also an independent non-executive director of Capital Finance Holdings Limited (Stock Code: 8239), a company listed on GEM of The Stock Exchange of Hong Kong Limited.

Mr. Chang Chu Fai, Johnson Francis (鄭鑄輝), aged 66, was appointed as an Independent Non-Executive Director of the Company on 6 July 2007. Mr. Chang obtained a Bachelor's Degree in Commerce from Concordia University in Montreal, Canada in 1976 and a Master's Degree in Business Administration from York University in Toronto, Canada in 1977. He has over 42 years of experience in banking, corporate finance, investment and management and has held various executive positions at financial institutions and directorships of listed companies. Mr. Chang is currently an independent non-executive director of Tian An (Stock Code: 28), a company listed on the main board of The Stock Exchange of Hong Kong Limited.

BIOGRAPHICAL DETAILS OF DIRECTORS AND MANAGEMENT (CONTINUED)

Mr. Wang Hongqian (王宏前), aged 61, was appointed as an Independent Non-Executive Director of the Company on 24 May 2019. Mr. Wang graduated from Xi'an Institute of Metallurgy and Construction Engineering (now known as Xi'an University of Architecture and Technology) with a Bachelor's Degree in General Layout and Transportation Design in 1982 and holds a Master's Degree of Business Administration in Finance from The Chinese University of Hong Kong. He is a senior engineer (professor level) and national registered architect (Class A). Mr. Wang is currently a part-time adviser (industry mentor) of Master of Business Administration in Finance in School of Economics and Management of Tsinghua University, vice managing director of Expert Committee of China Association of International Engineering Consultants and commissioner of Committee on Foreign Investment. Mr. Wang worked as the secretary, team leader, deputy director, director and vice-president of Planning and Design Research Institute under the former Ministry of Coal Industry of China, vice-president of Beijing Coal Design and Research Institute (Group) (now known as Beijing Huayu Engineering Co., Ltd.), chairman and president of NFC Real Estate Development Co., Ltd, and chief engineer of China Nonferrous Metal Mining (Group) Co., Ltd.. He was the president and a director of the board of China Nonferrous Metal Industry's Foreign Engineering & Construction Co., Ltd. (Stock Code: 758), a company listed on the Shenzhen Stock Exchange, between November 2002 and October 2018.

ALTERNATE DIRECTOR TO MR. ARTHUR GEORGE DEW

Mr. Wong Tai Chun, Mark (王大鈞), aged 56, was appointed as an alternate director to Mr. Arthur George Dew on 1 March 2016. Mr. Wong holds various directorships in subsidiaries of the Company. Mr. Wong has a Master's Degree in Business Administration and is a fellow of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants, The Chartered Governance Institute and The Hong Kong Institute of Chartered Secretaries. Mr. Wong was the financial controller of other listed companies in Hong Kong. He is currently an executive director of each of APL (Stock Code: 56), a substantial shareholder of the Company, and SHK HK IND (Stock Code: 666), the director of investment of AGL (Stock Code: 373), a substantial shareholder of the Company, and an alternate director to Mr. Arthur George Dew in Dragon Mining (Stock Code: 1712), Tanami Gold (Stock Code: TAM) and Tian An Australia (Stock Code: TIA). APL, SHK HK IND, AGL and Dragon Mining are companies listed on the main board of The Stock Exchange of Hong Kong Limited. Tanami Gold and Tian An Australia are companies listed on the Australian Securities Exchange.

SENIOR MANAGEMENT

Hong Kong

Mr. Brett Robert Smith

Deputy Chairman

Biographical details of Mr. Brett Robert Smith are set out on page 14 of this Annual Report.

Mr. Andrew Ferguson

Chief Executive Officer

Biographical details of Mr. Andrew Ferguson are set out on page 14 of this Annual Report.

Ms. Tam Kit Ling (譚潔玲)

Chief Financial Officer

Ms. Tam Kit Ling, aged 54, joined the Company in July 2016 as the Chief Financial Officer. Ms. Tam is also a supervisor of certain subsidiaries of the Company. She has over 30 years of experience in finance and accounting with international businesses and listed companies in Hong Kong. Ms. Tam holds a Bachelor's Degree in Laws and is a member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants.

OTHER MANAGEMENT

Hong Kong

Mr. John Ellis Investment Manager

Mr. Ellis joined the Company in July 2010 as Investment Manager. Prior to joining APAC, he was Portfolio Manager — Global Resources with Colonial First State in Sydney, and Director — Mining Research Sales with the Royal Bank of Canada in Sydney and London. Mr. Ellis has over 20 years of experience in resources investments and holds a Bachelor of Arts degree as well as a number of industry accreditations including the Canadian Securities Course, the ASX/ACH Responsible Executive, and the Finsia Graduate Certificate of Applied Finance and Investment.

Ms. Jenny Wong (黃靜琳)

Vice President, Corporate and Investment

Ms. Wong joined the Company in February 2012 as Vice President of Corporate and Investment. Prior to joining APAC, she was an Oil & Gas Research Analyst at Renaissance Capital Hong Kong, and prior to that, was at Credit Suisse Melbourne for over 4 years also as an Oil & Gas Analyst. Ms. Wong is a Chartered Financial Analyst and completed a Bachelor of Commerce and Bachelor of Information Systems degrees at the University of Melbourne.

Mr. To Yung Kan, Kenneth (杜容根)

Financial Controller

Mr. To joined the Company as Financial Controller and Company Secretary in January 2007. He resigned in July 2008 and joined China Medical & HealthCare Group Limited (formerly known as COL Capital Limited) (Stock Code: 383), a company listed on The Stock Exchange of Hong Kong Limited. Mr. To then re-joined the Company in January 2011 as Financial Controller. Mr. To also holds various directorships in subsidiaries of the Company. He is a fellow member of the Association of Chartered Certified Accountants and a member of the Hong Kong Institute of Certified Public Accountants. Mr. To has extensive experience in corporate finance, financial management, accounting and auditing.

Shanghai, the PRC

Mr. Zhou Luyong (周魯勇)

General Manager, Shanghai Commodity Business

Mr. Zhou joined the Company in July 2007 and is currently the General Manager, Shanghai Commodity Business. Mr. Zhou has more than 27 years experience within the natural resource sector, including commodity trading and bulk carrier chartering. Prior to APAC, Mr. Zhou was the Manager of Baosteel's overseas subsidiaries (in both Hong Kong and Europe), and worked as the General Manager of Coal & Coke Department at Shanghai Baosteel International Economic and Trading Co., Ltd. from 2002, responsible for coal & coke purchase and sales for Baosteel Group. He also established Shanghai Baoding Energy Co., Ltd., a subsidiary of Baosteel Group.

DIRECTORS' REPORT

The directors of the Company (the "Directors") present their report and the consolidated financial statements of the Group for the year ended 30 June 2020.

PRINCIPAL ACTIVITIES

The Company is an investment holding company. The principal activities of its subsidiaries are set out in note 30 to the consolidated financial statements.

RESULTS

The results of the Group for the year ended 30 June 2020 are set out in the consolidated statement of profit or loss on page 101.

DIVIDEND

The board of Directors (the "Board") has declared an interim dividend of HK10 cents per share (in lieu of a final dividend) for the year ended 30 June 2020 (2019 interim dividend (in lieu of a final dividend): HK10 cents per share), payable on or around Thursday, 10 December 2020 to the shareholders of the Company whose names appear on the register of members of the Company at the close of business on Wednesday, 25 November 2020.

In order for a shareholder of the Company to qualify for the interim dividend (in lieu of a final dividend), all transfers of share ownership, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 25 November 2020.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the forthcoming annual general meeting of the Company

The annual general meeting of the Company ("AGM") is scheduled to be held on Friday, 20 November 2020. For determining the entitlement to attend and vote at the 2020 AGM, the register of members of the Company will be closed from Tuesday, 17 November 2020 to Friday, 20 November 2020, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify to attend and vote at the 2020 AGM, all transfers of share ownership, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Monday, 16 November 2020.

BUSINESS REVIEW

Schedule 5 of the Companies Ordinance of Hong Kong (the "Companies Ordinance") requires companies to include a business review in the directors' report. Specifically, the Companies Ordinance requires a business review to cover a number of areas which are also approved by the Board and included in the sections headed "Management Discussion and Analysis" and "Corporate Governance Report" of this Annual Report, the discussion of which forms part of this Directors' Report, as follows:

1.	A fair review of the Group's business	Pages 6 to 13 of this Annual Report
2.	Principal risks and uncertainties facing the Group	Pages 4 to 13 of this Annual Report
3.	Indication of likely development of the Group	Pages 12 to 13 of this Annual Report
4.	Key relationships with shareholders	Page 41 of this Annual Report

The Company's environmental policies and performance, an account of the Company's relationship with other stakeholders that have a significant impact of the Group including the community and our staff can be found in the "Environmental, Social and Governance Report".

COMPLIANCE WITH LAWS AND REGULATIONS

The Group is highly committed to comply with applicable laws and regulations that govern our businesses from time to time. Being a company listed in Hong Kong, the Company has to comply with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules"). Our money lending business segment is governed by the Money Lenders Ordinance of Hong Kong.

SEGMENT INFORMATION

An analysis of the Group's turnover and contribution to results by business activities for the year ended 30 June 2020 is set out in notes 6 and 5 respectively to the consolidated financial statements.

SHARE CAPITAL AND SHARES ISSUED

Details of movements in share capital of the Company during the year ended 30 June 2020 are set out in note 29(b) to the consolidated financial statements.

DEBENTURES

The Group has not issued any debentures during the year ended 30 June 2020.

EQUITY-LINKED AGREEMENTS

No equity-linked agreements that will or may result in the Company issuing shares or that require the Company to enter into any agreements that will or may result in the Company issuing shares were entered into by the Company during the year or subsisted at the end of the year.

RESERVES

Details of movements in reserves of the Company and of the Group during the year ended 30 June 2020 are set out in note 29(a) to the consolidated financial statements and in the consolidated statement of changes in equity on page 105 respectively.

PROPERTY, PLANT AND EQUIPMENT

Details of movements in property, plant and equipment during the year ended 30 June 2020 are set out in note 15 to the consolidated financial statements.

DIRECTORS

The Directors during the year ended 30 June 2020 and up to the date of this report were:

Executive Directors

Mr. Brett Robert Smith (Deputy Chairman) Mr. Andrew Ferguson (Chief Executive Officer)

Non-Executive Directors

Mr. Arthur George Dew (Chairman) Mr. Wong Tai Chun, Mark (alternate to Mr. Arthur George Dew) Mr. Lee Seng Hui Ms. Lam Lin Chu (appointed on 21 May 2020) Mr. So Kwok Hoo (resigned on 21 May 2020)

Independent Non-Executive Directors

Dr. Wong Wing Kuen, Albert Mr. Chang Chu Fai, Johnson Francis Mr. Wang Hongqian Mr. Robert Moyse Willcocks (retired on 22 November 2019)

In accordance with Bye-law 87 of the Bye-laws of the Company (the "Bye-laws"), Mr. Lee Seng Hui, Dr. Wong Wing Kuen, Albert and Mr. Chang Chu Fai, Johnson Francis will retire by rotation at the forthcoming AGM and, being eligible, offer themselves for re-election.

In accordance with Bye-law 86(2) of the Bye-laws, Ms. Lam Lin Chu shall hold office until the forthcoming AGM and, being eligible, offers herself for re-election.

Pursuant to the code provision A.4.3 of the Corporate Governance Code and Corporate Governance Report contained in Appendix 14 of the Listing Rules, if an independent non-executive director serves more than 9 years, his further appointment should be subject to a separate resolution to be approved by shareholders. Dr. Wong Wing Kuen, Albert and Mr. Chang Chu Fai, Johnson Francis have served as Independent Non-Executive Directors ("INED(s)") for more than 9 years and, being eligible, will stand for re-election at the AGM.

DIRECTORS' REPORT (CONTINUED)

No Director being proposed for re-election at the forthcoming AGM has a service contract with the Company or any of its subsidiaries which is not determinable by the Company or any of its subsidiaries within one year without payment of compensation, other than statutory compensation.

DIRECTORS' INTERESTS IN SHARES, UNDERLYING SHARES AND DEBENTURES

As at 30 June 2020, the interests and short positions held by the Directors and chief executive of the Company in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance, the "SFO") as recorded in the register required to be kept by the Company under section 352 of the SFO or as otherwise notified to the Company and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 of the Listing Rules were as follows:

Long positions in shares and underlying shares of the Company

		Number of shares/ underlying shares held
Name of Directors	Capacity in which interests are held	Interests in shares	Total interests	Approximate percentage of shareholding
Ms. Lam Lin Chu	Beneficial owner	75,000	75,000	0.00%
Mr. Lee Seng Hui	Other interests	462,157,630 (Note 1)	462,157,630	37.91%

Note:

Mr. Lee Seng Hui together with Ms. Lee Su Hwei and Mr. Lee Seng Huang are the trustees of Lee and Lee Trust, being a discretionary trust. The Lee and Lee Trust controlled approximately 74.95% of the total number of issued shares of Allied Group Limited ("AGL") (inclusive of Mr. Lee Seng Hui's personal interests) and was therefore deemed to be interested in 462,157,630 shares of the Company in which AGL was deemed to be interested through a wholly-owned subsidiary of Allied Properties (H.K.) Limited ("APL"), its 74.99%-owned subsidiary.

Save as disclosed above, as at 30 June 2020, none of the Directors or chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES

At no time during the year ended 30 June 2020 was the Company or any of its subsidiaries a party to any arrangements to enable the Directors, their respective spouse or children under 18 years of age to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

DIRECTORS' INTERESTS IN COMPETING BUSINESSES

During the year and up to the date of this report, the following Directors are considered to have interests in the businesses listed below which compete or are likely to compete with the businesses of the Group pursuant to the Listing Rules as set out below:

(i) Mr. Arthur George Dew is a director of each of AGL and APL and Mr. Wong Tai Chun, Mark, alternate director to Mr. Arthur George Dew, is a director of APL. AGL and APL, through their subsidiaries, are partly engaged in the business of money lending and are partly involved in the investment and trading in securities in the resources and related industries and financial instruments;
(ii) Mr. Lee Seng Hui is a director of each of AGL, APL, Tian An China Investments Company Limited ("Tian An") and a non wholly-owned subsidiary of Sun Hung Kai & Co. Limited ("SHK"), and also one of the trustees of Lee and Lee Trust which is a deemed substantial shareholder of each of AGL, APL, SHK, SHK Hong Kong Industries Limited ("SHK HK IND"), Tian An, Asiasec Properties Limited ("Asiasec") and Dragon Mining Limited ("Dragon Mining") which, through their subsidiaries, are partly engaged in the businesses as follows:
AGL and APL, through their subsidiaries, are partly engaged in the business of money lending and are partly involved in the investment and trading in securities in the resources and related industries and financial instruments;
SHK, through certain of its subsidiaries, is partly engaged in the business of money lending;
SHK HK IND, through certain of its subsidiaries, is partly engaged in the trading in listed securities and investment in bonds;
Tian An and Asiasec, through certain of their subsidiaries, are partly engaged in the business of money lending; and
Dragon Mining, through certain of its subsidiaries, is involved in the exploration for, and mining and processing gold ores and is partly involved in the investment and trading in listed securities in the resources and related industries;
(iii) Mr. Lee Seng Hui is a director of Mount Gibson Iron Limited ("Mount Gibson") and Mr. Andrew Ferguson is an alternate director to Mr. Lee Seng Hui in Mount Gibson which, through certain of its subsidiaries, is partly involved in the investment and trading in listed securities in the resources and related industries;
(iv) Mr. Arthur George Dew and Mr. Wong Tai Chun, Mark are both directors of SHK HK IND which, through certain of its subsidiaries, is partly engaged in the trading in listed securities and investment in bonds; and
(v) Mr. Arthur George Dew and Mr. Brett Robert Smith are both directors of each of Tanami Gold NL ("Tanami Gold") and Dragon Mining. Mr. Wong Tai Chun, Mark is an alternate director to Mr. Arthur George Dew in each of Tanami Gold and Dragon Mining. Tanami Gold and Dragon Mining, through certain of their subsidiaries, are involved in the exploration for, and mining and processing gold ores and are partly involved in the investment and trading in listed securities in the resources and related industries.

Although the above-mentioned Directors have competing interests in other companies by virtue of their respective common directorship (other than an independent non-executive director) or shareholding, they will fulfil their fiduciary duties in order to ensure that they will act in the best interests of the shareholders of the Company and the Company as a whole at all times. Hence, the Group is capable of carrying on its businesses independently of, and at arm's length from, the businesses of such companies.

DIRECTORS' INTERESTS IN TRANSACTIONS, ARRANGEMENTS OR CONTRACTS OF SIGNIFICANCE

1. As disclosed in the announcement of the Company dated 24 May 2016, on 24 May 2016, APAC Resources Treasury Management Limited ("APAC Treasury Management", a wholly-owned subsidiary of the Company) subscribed for US\$4.0 million of the five-year guaranteed 4.75% note due 31 May 2021 (the "SHK Loan Note I") issued by Sun Hung Kai & Co. (BVI) Limited ("SHK BVI") and guaranteed by SHK. SHK BVI is a wholly-owned subsidiary of SHK. During the year ended 30 June 2020, SHK BVI offered to repurchase the outstanding loan notes at a price of US\$1,000 per US\$1,000 principal amount of the SHK Loan Note I plus accrued interest. APAC Treasury Management accepted this offer for the entire balance and the SHK Loan Note I was fully redeemed before the end of the financial year.
1. As disclosed in the announcement of the Company dated 1 September 2017, on 1 September 2017, APAC Treasury Management subscribed for US\$2.5 million of the five-year guaranteed 4.65% note due 8 September 2022 (the "SHK Loan Note II") issued by SHK BVI and guaranteed by SHK. During the year ended 30 June 2020, SHK BVI offered to repurchase the outstanding loan notes at a price of US\$1,000 per US\$1,000 principal amount of the SHK Loan Note II plus accrued interest. APAC Treasury Management accepted this offer for the entire balance of which 80% of the SHK Loan Note II was redeemed before the end of the financial year.
1. As disclosed in the announcements of the Company dated 23 May 2019, 14 June 2019 and 9 July 2019, and the circular of the Company dated 20 June 2019, on 23 May 2019, Ultra Effort Limited ("Ultra Effort", a whollyowned subsidiary of the Company) as the lender entered into the loan agreement (the "Loan Agreement") with Best Advantage Limited ("Best Advantage") as the borrower and Tian An as the guarantor, pursuant to which, Ultra Effort agreed to, among other things, make available to Best Advantage a revolving loan (the "Loan Facility") in the amount not exceeding HK\$235,000,000 (or an amount equivalent to HK\$235,000,000 in such alternative currency as acceptable to and agreed by Ultra Effort) during the availability period commencing on the date of the Loan Agreement and ending on the date falling 1 month prior to the repayment date, at an interest rate of 5.5% per annum, secured by a guarantee and indemnity provided by Tian An and repayable on 24 months from the date of first drawdown. Best Advantage is a wholly-owned subsidiary of Tian An.

Mr. Lee Seng Hui, a Non-Executive Director, is the chairman and a non-executive director of Tian An, and also one of the trustees of Lee and Lee Trust, being a discretionary trust which, together with his personal interests, controlled approximately 74.95% interests in the total number of issued shares of AGL, which in turn owned approximately 74.99% of the total number of issued shares of APL, and which in turn indirectly owned approximately 37.91% of the total number of issued shares of the Company as at 30 June 2020. Since APL indirectly owned approximately 62.54% and 48.86% interests in the total number of issued shares of SHK and Tian An respectively as at 30 June 2020, Mr. Lee was deemed to be interested in (i) the subscriptions of the SHK Loan Note I and the SHK Loan Note II; and (ii) the transaction contemplated under the Loan Agreement.

Mr. Chang Chu Fai, Johnson Francis, an INED, is also an independent non-executive director of Tian An, has also subscribed for certain notes in the SHK Loan Note I programme in his own personal capacity and was therefore interested in (i) the subscription of the SHK Loan Note I; and (ii) the transaction contemplated under the Loan Agreement.

Save as disclosed above, no other transactions, arrangements or contracts of significance to which the Company or any of its subsidiaries was a party and in which a Director or an entity connected with a Director had a material interest, whether directly or indirectly, subsisted at the end of or at any time during the year ended 30 June 2020.

MANAGEMENT CONTRACTS

Save for employment contracts and the sharing of administrative services and management services agreement and the sharing of management services agreement as detailed below under "Continuing Connected Transactions", no other contracts, relating to the management and/or administration of the whole or any substantial part of the business of the Company were entered into or subsisted during the year ended 30 June 2020.

PERMITTED INDEMNITY PROVISION

The Bye-laws provide that the Directors, Secretary and other officers of the Company shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts. The Company accordingly maintains appropriate directors and officers liability insurance in respect of relevant legal actions against the Directors.

SUBSTANTIAL SHAREHOLDERS

As at 30 June 2020, the following persons, other than the Directors or chief executive of the Company, had interests or short positions in more than 5% of the shares or underlying shares of the Company as recorded in the register required to be kept by the Company under section 336 of the SFO:

Long positions in shares and underlying shares of the Company

			Number of shares/ underlying shares held
Name of Shareholders	Capacity in which interests are held	Interests in shares	Total interests	Approximate percentage of shareholding
Old Peak Asia Fund Ltd.	Interest of a controlled corporation (Note 1)	61,240,000	61,240,000	5.02%
OPG Holdings LLC	Interest of a controlled corporation (Note 1)	61,240,000	61,240,000	5.02%
Shougang Fushan Resources Group Limited	Interest of a controlled corporation (Note 2)	143,400,000	143,400,000	17.64%
APL	Interest of controlled corporations (Note 3)	462,157,630	462,157,630	37.91%
AGL	Interest of controlled corporations (Note 5)	462,157,630	462,157,630 (Note 4)	37.91%
Lee and Lee Trust	Interest of controlled corporations (Note 6)	462,157,630	462,157,630 (Note 4)	37.91%

DIRECTORS' REPORT (CONTINUED)

Notes:

1. These shares are held by OP Master Fund Ltd. ("OP Master"), a wholly-owned subsidiary of Old Peak Asia Fund Ltd., and Old Peak Ltd. ("Old Peak"), a wholly-owned subsidiary of Old Peak Group Ltd. which in turn is a wholly-owned subsidiary of OPG Holdings LLC. Accordingly, Old Peak Asia Fund Ltd. and OPG Holdings LLC were deemed to have interests in the shares in which OP Master and Old Peak were interested.
1. These shares are held by Benefit Rich Limited ("Benefit Rich"), a wholly-owned subsidiary of Shougang Fushan Resources Group Limited ("Shougang Fushan"). Accordingly, Shougang Fushan was deemed to have an interest in the shares in which Benefit Rich was interested.
1. The interests include 462,157,630 shares of the Company held by Allied Properties Investments (1) Company Limited ("API(1)"), a whollyowned subsidiary of Allied Properties Overseas Limited which in turn is a wholly-owned subsidiary of APL. APL was therefore deemed to have an interest in the shares in which API(1) was interested.
1. This represents the same interest of APL in 462,157,630 shares.
1. APL was a non wholly-owned subsidiary of AGL. AGL was therefore deemed to have an interest in the shares in which APL was interested.
1. Mr. Lee Seng Hui, Director, together with Ms. Lee Su Hwei and Mr. Lee Seng Huang are the trustees of Lee and Lee Trust, being a discretionary trust. The Lee and Lee Trust controlled approximately 74.95% of the total number of issued shares of AGL (inclusive of Mr. Lee Seng Hui's personal interests) and was therefore deemed to have an interest in the shares in which AGL was interested through APL.

Save as disclosed above and in the section headed "Directors' Interests in Shares, Underlying Shares and Debentures", as at 30 June 2020, the Company was not notified of any other persons having any interests or short positions in the shares or underlying shares of the Company as recorded in the register required to be kept by the Company under section 336 of the SFO.

PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES

Neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company's listed securities during the year ended 30 June 2020.

MAJOR CUSTOMERS AND SUPPLIERS

For the year ended 30 June 2020, the Group's five largest customers in aggregate accounted for 86% of the turnover of the Group and the largest customer accounted for approximately 44% of the total turnover of the Group.

For the year ended 30 June 2020, the entire purchases of the Group were attributable to the sole supplier.

Shougang Fushan, a substantial shareholder of the Company, is deemed to have interests in the sole supplier of the Group.

Save as disclosed above and to the best of the Directors' knowledge, at no time during the year ended 30 June 2020 did a Director, a close associate of a Director or a shareholder of the Company, which to the knowledge of the Directors owns more than 5% of the total number of issued shares of the Company, have a beneficial interest in any of the five largest customers and the sole supplier of the Group.

EMOLUMENT POLICY

The Group's employees are selected, remunerated and promoted based on their merit, qualifications and competence.

The Company adopted the model set out in Code Provision B.1.2(c)(ii) of Appendix 14 to the Listing Rules as its remuneration model for determining the emoluments of the Directors. This model stipulates that the remuneration committee shall make recommendations to the Board on the remuneration packages of individual executive Directors and senior management. The remuneration committee of the Company would take into consideration, among other things, the duties and responsibilities of the Directors and senior management and prevailing market conditions when determining their remuneration.

RELATED PARTY TRANSACTIONS

During the year ended 30 June 2020, the Group entered into transactions with related parties, details of which are set out in note 33 to the consolidated financial statements. Certain of these related party transactions constitute a connected transaction or a continuing connected transaction of the Group as defined in and required to be disclosed under Chapter 14A of the Listing Rules and the Company has complied with the disclosure requirements under Chapter 14A of the Listing Rules.

CONTINUING CONNECTED TRANSACTIONS

1. As disclosed in the announcement of the Company dated 7 February 2017 and the 2019 Annual Report of the Company, the Company entered into the following agreements:
(i) a renewed sharing of administrative services and management services agreement with AGL on 7 February 2017 (the "Services Agreement I"), pursuant to which the Company agreed to renew and extend the term of the sharing of administrative services and management services agreement dated 30 June 2016 entered into between the Company and AGL for a period of three years which commenced from 1 January 2017 and expiring on 31 December 2019 and engaged AGL for the provision of, (i) the administrative services, which included the corporate secretarial services, provision of registered office address, utilities services including water, electricity, telephone (including international telephone services) and internet, photocopying, postal, courier, delivery and other services ancillary to the day-to-day administration and operation of the Group provided by AGL to the Group (the "Administrative Services"), and shall reimburse AGL the actual costs incurred; and (ii) the management services, which included the management, consultancy, strategic, internal audit, management information system consultancy and business advice services provided by the senior management and selected staff of AGL (the "Management Staff I") to the Group (the "Management Services I"), and shall reimburse a portion of the actual costs of the services incurred by AGL by reference to a specified percentage of the remuneration of the Management Staff I providing the Management Services I.

On 2 January 2020, the Company entered into a renewed sharing of administrative services and management services agreement (the "Renewed Services Agreement I") with AGL to renew and extend the term of the Services Agreement I for a period of three years which commenced from 1 January 2020 and expiring on 31 December 2022.

The annual caps in respect of the Management Services I under the Services Agreement I were set at HK\$2,400,000, HK\$2,650,000 and HK\$2,900,000 for each of the three years ending 31 December 2019 respectively. The aggregate fees payable by the Group to AGL in respect of the Management Services I under the Services Agreement I for the year ended 31 December 2019 was HK\$1,926,000 which did not exceed the annual cap of HK\$2,900,000 for the year ended 31 December 2019.

DIRECTORS' REPORT (CONTINUED)

(ii) a renewed sharing of management services agreement with APL on 7 February 2017 (the "Services Agreement II"), pursuant to which the Company agreed to renew and extend the term of the sharing of management services agreement dated 30 June 2016 entered into between the Company and APL for a period of three years which commenced from 1 January 2017 and expiring on 31 December 2019 and engaged APL for the provision of the management services provided by the senior management and selected staff of APL and its wholly-owned subsidiaries (the "Management Staff II") to the Group as stipulated in the Services Agreement II (the "Management Services II"), and shall reimburse a portion of the actual costs of the services incurred by APL by reference to a specified percentage of the remuneration of the Management Staff II providing the Management Services II.

The annual caps in respect of the Management Services II under the Services Agreement II were set at HK\$330,000, HK\$360,000 and HK\$396,000 for each of the three years ending 31 December 2019 respectively. The aggregate fees payable by the Group to APL in respect of the Management Services II under the Services Agreement II for the year ended 31 December 2019 was HK\$362,000 which did not exceed the annual cap of HK\$396,000 for the year ended 31 December 2019.

As (i) Mr. Lee Seng Hui, by being a Non-Executive Director, and also one of the trustees of Lee and Lee Trust, being a discretionary trust which, together with his personal interests, controlled approximately 74.95% interests in the total number of issued shares of AGL, which was directly and indirectly interested in an aggregate of approximately 74.99% of the total number of issued shares of APL as at 30 June 2020; (ii) Mr. Arthur George Dew, by being the Chairman and a Non-Executive Director and a member of the Management Staff I providing the Management Services I under the Services Agreement I and the Renewed Services Agreement I; and (iii) Mr. Wong Tai Chun, Mark, by being an alternate to Mr. Arthur George Dew and a member of the Management Staff I providing the Management Services I under the Services Agreement I and the Renewed Services Agreement I, all of them are deemed to be interested in the Services Agreement I, Renewed Services Agreement I and/or the Services Agreement II.

As disclosed in the announcements of the Company dated 23 May 2019, 14 June 2019 and 9 July 2019, and the circular of the Company dated 20 June 2019, on 23 May 2019, Ultra Effort as the lender entered into the Loan Agreement with Best Advantage (a wholly-owned subsidiary of Tian An) as the borrower and Tian An (a then 48.66%-owned company of APL) as the guarantor, pursuant to which, Ultra Effort agreed to, among other things, make available to Best Advantage the Loan Facility. The transaction contemplated under the Loan Agreement was subsequently approved by the shareholder of the Company at the special general meeting of the Company held on 9 July 2019.

The annual caps in respect of the Loan Facility under the Loan Agreement were set at HK\$249,900,000, HK\$249,900,000 and HK\$236,300,000 for each of the three financial years ending 30 June 2022 respectively. The aggregate amounts for the principal loan outstanding and the interest amount under the Loan Agreement payable by Best Advantage to Ultra Effort for the year ended 30 June 2020 was HK\$208,053,000 which did not exceed the annual cap of HK\$249,900,000 for the financial year ended 30 June 2020.

Since APL is a substantial shareholder of the Company, and AGL, Tian An and Best Advantage are all associates of APL, each of AGL, APL, Tian An and Best Advantage is a connected person of the Company and the transactions contemplated under the Services Agreement I (other than the sharing of the Administrative Services), the Renewed Services Agreement I (other than the sharing of the Administrative Services), the Services Agreement II and the Loan Agreement constituted continuing connected transactions of the Company under Rule 14A.31 of the Listing Rules. The transactions contemplated under the Services Agreement I (other than the sharing of the Administrative Services) and the Services Agreement II are subject to the reporting, annual review and announcement requirements but are exempt from the independent shareholders' approval requirements under the Listing Rules. Whereas the transaction contemplated under the Loan Agreement (together with the transactions contemplated under the Services Agreement I and the Services Agreement II, the "Continuing Connected Transactions") is subject to the reporting, annual review, announcement and independent shareholders' approval requirements under the Listing Rules. However, the transaction contemplated under the Renewed Services Agreement I (other than the sharing of the Administrative Services) constituted a de minimis transaction which is fully exempt from the reporting, annual review, announcement and independent shareholders' approval requirements under the Listing Rules pursuant to Rule 14A.76 of the Listing Rules. The information is disclosed herein for information only.

Pursuant to Rule 14A.55 of the Listing Rules, the INEDs have reviewed the Continuing Connected Transactions and have confirmed that the Continuing Connected Transactions were entered into:

(i) in the ordinary and usual course of business of the Group;
(ii) on normal commercial terms or better; and
(iii) according to the relevant agreements governing them on terms that were fair and reasonable and in the interests of the shareholders of the Company as a whole.

Pursuant to Rule 14A.56 of the Listing Rules, the Board engaged the auditor of the Company to perform certain agreed upon procedures in respect of the above Continuing Connected Transactions and the auditor has reported its conclusion on these procedures to the Board, confirming the matters set out in Rule 14A.56 of the Listing Rules. The auditor of the Company was engaged to report on the above Continuing Connected Transactions in accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) "Assurance Engagements Other than Audits or Reviews of Historical Financial Information" and with reference to Practice Note 740 "Auditor's Letter on Continuing Connected Transactions under the Hong Kong Listing Rules" issued by the Hong Kong Institute of Certified Public Accountants.

DONATION

During the year ended 30 June 2020, the Group made donations of total HK\$41,000.

PRE-EMPTIVE RIGHTS

There are no provisions for pre-emptive rights under the Bye-laws, or the Companies Act 1981 of Bermuda (the "Act"), which would oblige the Company to offer new shares on a pro-rata basis to existing shareholders.

DIRECTORS' REPORT (CONTINUED)

PUBLIC FLOAT

As at the date of this report, the Company has maintained a sufficient public float as required under the Listing Rules, based on the information that is publicly available to the Company and within the knowledge of its Directors.

AUDITOR

Messrs. Deloitte Touche Tohmatsu resigned as auditor of the Company and Messrs. Crowe (HK) CPA Limited was appointed as auditor of the Company to fill the casual vacancy, both with effect from 22 June 2020.

The consolidated financial statements of the Group for the year ended 30 June 2020 were audited by Messrs. Crowe (HK) CPA Limited. Messrs. Crowe (HK) CPA Limited will retire and a resolution for re-appointment of Messrs. Crowe (HK) CPA Limited as auditor of the Company will be proposed at the forthcoming AGM.

Save as disclosed above, there has been no other change in the auditor of the Company in any of the preceding three years.

REVIEW OF RESULTS BY AUDIT COMMITTEE

The Group's final results for the year ended 30 June 2020 have been reviewed by the audit committee of the Company.

On behalf of the Board

Arthur George Dew Chairman

Hong Kong, 25 September 2020

CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining a high standard of corporate governance within a sensible framework with an emphasis on the principles of transparency, accountability and independence. The Board believes that good corporate governance is essential to the success of the Company and to the enhancement of shareholders' value.

CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT

In the light of the Corporate Governance Code and Corporate Governance Report ("CG Code") contained in Appendix 14 of the Listing Rules, the Board has reviewed the corporate governance practices of the Company with the adoption of the various enhanced procedures which are detailed in this report. The Company has applied the principles of, and fully complied with, the applicable code provisions of the CG Code during the year ended 30 June 2020. The Board will review the current practices at least annually, and make appropriate changes if considered necessary.

THE BOARD

The Board currently comprises eight Directors in total, with two Executive Directors, three Non-Executive Directors ("NEDs") and three Independent Non-Executive Directors ("INEDs"). The composition of the Board during the year ended 30 June 2020 and up to the date of this report is set out as follows:

Executive Directors:	Mr. Brett Robert Smith (Deputy Chairman)
	Mr. Andrew Ferguson (Chief Executive Officer)
Non-Executive Directors:	Mr. Arthur George Dew (Chairman)
	Mr. Wong Tai Chun, Mark (alternate to Mr. Arthur George Dew)
	Mr. Lee Seng Hui
	Ms. Lam Lin Chu (appointed on 21 May 2020)
	Mr. So Kwok Hoo (resigned on 21 May 2020)
Independent Non-Executive Directors:	Dr. Wong Wing Kuen, Albert
	Mr. Chang Chu Fai, Johnson Francis
	Mr. Wang Hongqian
	Mr. Robert Moyse Willcocks (retired on 22 November 2019)

The brief biographical details of the Directors are set out in the Biographical Details of Directors and Management on pages 14 to 18 of this Annual Report.

Board Process

During the year, the NEDs (at least three of whom are independent) provided the Group with a wide range of expertise and experience. Their active participation in the Board and committee meetings brought independent judgment on issues relating to the Group's strategy, performance and management process, taking into account the interests of all shareholders of the Company ("Shareholders").

Throughout the year and up to the date of this report, the Company has had at least three INEDs representing not less than one-third of the Board. At least one of the INEDs has the appropriate professional qualifications or accounting or related financial management expertise under Rule 3.10 of the Listing Rules. The Board has received from each INED an annual confirmation of his independence and considers that all the INEDs are independent under the guidelines set out in Rule 3.13 of the Listing Rules.

CORPORATE GOVERNANCE REPORT (CONTINUED)

The Board meets regularly to discuss the overall strategy as well as the operation and financial performance of the Group, and to review and approve the Group's annual and interim results and other ad hoc matters which need to be dealt with. During the year, four Board meetings were held and the individual attendance records of each Director at the meetings of the Board, Remuneration Committee, Audit Committee and general meetings during the year ended 30 June 2020 are set out below:

			Number of meetings attended/held
		Remuneration	Audit	General
Name of Directors	Board	Committee	Committee	Meetings
Executive Directors:
Mr. Brett Robert Smith (Deputy Chairman)	4/4	–	–	2/2
Mr. Andrew Ferguson (Chief Executive Officer)	4/4	–	–	1/2
Non-Executive Directors:
Mr. Arthur George Dew (Chairman)	4/4	1/1	2/2	2/2
(Mr. Wong Tai Chun, Mark as his alternate)	(Note 1)	(Note 1)	(Note 1)	(Note 1)
Mr. Lee Seng Hui	3/4	–	–	0/2
Ms. Lam Lin Chu (appointed on 21 May 2020)	–	–	–	–
Mr. So Kwok Hoo (resigned on 21 May 2020)	4/4	–	–	1/2
Independent Non-Executive Directors:
Dr. Wong Wing Kuen, Albert	4/4	1/1	2/2	2/2
Mr. Chang Chu Fai, Johnson Francis	4/4	1/1	2/2	2/2
Mr. Wang Hongqian	4/4	1/1	2/2	0/2
Mr. Robert Moyse Willcocks (retired on 22 November 2019)	1/1	–	1/1	0/2

Note:

Except one general meeting was attended by his alternate, all other meetings were attended by himself.

The Board has reserved for its decision or consideration matters covering mainly the Group's overall strategy, annual and interim results, approval of Directors' appointment or re-appointment (based on the recommendations made by the Nomination Committee), material contracts and transactions, corporate governance as well as other significant policy and financial matters. The Board has delegated the day-to-day responsibility to the executive management under the instruction/supervision of the Executive Committee which has its specific written terms of reference. The respective functions of the Board and management of the Company have been formalised and set out in writing and will be reviewed and updated by the Board from time to time to ensure that they are consistent with the existing rules and regulations.

Regular Board meetings each year are scheduled in advance to facilitate maximum attendance of Directors. At least 14 days' notice of a Board meeting is normally given to all Directors who are given an opportunity to include matters for discussion in the agenda. The company secretary of the Company ("Company Secretary") assists the Chairman of the Board in preparing the agenda for meetings and ensures that all applicable rules and regulations are complied with. The agenda and the accompanying Board papers are normally sent to all Directors at least 3 days before the intended date of a regular Board meeting (and so far as practicable for such other Board meetings). Draft minutes of each Board meeting are circulated to all Directors for their comment before being tabled at the following Board meeting for approval. All minutes are kept by the Company Secretary and are open for inspection at any reasonable time on reasonable notice by any Director.

CORPORATE GOVERNANCE REPORT (CONTINUED)

According to the current Board practice, if a substantial Shareholder or a Director has a conflict of interest in a matter to be considered by the Board which the Board has determined to be material, the matter will be dealt with by the Board at a duly convened Board meeting. The Bye-laws also stipulate that save for the exceptions as provided therein, a Director shall abstain from voting on any Board resolution and not be counted in the quorum at meetings for approving any contract or arrangement in which such Director or any of his/her close associates has a material interest.

Every Director is entitled to have access to Board papers and related materials and has access to the advice and services of the Company Secretary. The Board and each Director also have separate and independent access to the Company's senior management. Directors will be continuously updated on the major development of the Listing Rules and other applicable regulatory requirements to ensure compliance and upkeep of good corporate governance practices. In addition, a written procedure has been established to enable the Directors, in discharge of their duties, to seek independent professional advice in appropriate circumstances at a reasonable cost to be borne by the Company.

Directors' Continuous Professional Development

For continuous professional development, in addition to Directors' attendance at meetings and review of papers and circulars sent by the management of the Company, Directors participated in the activities including the following:

Name of Directors	Reading Regulatory Updates	Attending trainings/ briefings/seminars/ conference relevant to Directors' duties
Executive Directors:
Mr. Brett Robert Smith (Deputy Chairman)	✓	✓
Mr. Andrew Ferguson (Chief Executive Officer)	✓	✓
Non-Executive Directors:
Mr. Arthur George Dew (Chairman)	✓	✓
Mr. Wong Tai Chun, Mark (alternate to Mr. Arthur George Dew)	✓	✓
Mr. Lee Seng Hui	✓	✓
Ms. Lam Lin Chu (appointed on 21 May 2020)	✓	✓
Mr. So Kwok Hoo (resigned on 21 May 2020)	✓	✓
Independent Non-Executive Directors:
Dr. Wong Wing Kuen, Albert	✓	✓
Mr. Chang Chu Fai, Johnson Francis	✓	✓
Mr. Wang Hongqian	✓	✓
Mr. Robert Moyse Willcocks (retired on 22 November 2019)	✓	✓

Participation in Continuous Professional Development Activities

Board Diversity

The Company has adopted the Board Diversity Policy in September 2013 which sets out the objectives and principles regarding board diversity to ensure that the Board has the appropriate balance of skills, experience and diversity of perspectives necessary to enhance the effectiveness of the Board and to maintain high standards of corporate governance. Board nomination and appointments will be made on merit basis based on the Company's business needs from time to time while taking into account diversity.

Selection of Board candidates shall be based on a range of diversity perspectives with reference to the Company's business model and specific needs, including but not limited to gender, age, cultural background, educational background, skills, knowledge and professional experience.

ROLES OF CHAIRMAN AND CHIEF EXECUTIVE

Code provision A.2.1 of the CG Code stipulates that the roles of chairman and chief executive should be separate and should not be performed by the same individual. Mr. Arthur George Dew, being the Chairman of the Board, is primarily responsible for the leadership of the Board, ensuring that (i) all significant policy issues are discussed by the Board in a timely and constructive manner; (ii) all Directors are properly briefed on issues arising at Board meetings; and (iii) the Directors receive accurate, timely and clear information. The functions of the chief executive are performed by Mr. Andrew Ferguson, the Chief Executive Officer of the Company, who is responsible for the day-to-day management of the Group's business. Their responsibilities are clearly segregated and have been set out in writing and approved by the Board.

APPOINTMENT AND RE-ELECTION OF DIRECTORS

The terms of reference of the Nomination Committee include the nomination procedure specifying the process and criteria for the selection and recommendation of candidates for directorship of the Company.

Every newly appointed Director will receive an induction package from the Company Secretary on the first occasion of his/her appointment. This induction package is a comprehensive, formal and tailored induction on the responsibilities and on-going obligations to be observed by a director pursuant to the Companies Ordinance, Listing Rules and Securities and Futures Ordinance. In addition, this induction package includes materials briefly describing the operations and business of the Company, the latest published financial reports of the Company and the documentation for the corporate governance practices adopted by the Board. Directors will be continuously updated on any major developments of the Listing Rules and other applicable regulatory requirements to ensure compliance and upkeep of good corporate governance practices.

All NEDs (including INEDs) of the Company were appointed for a specific term not more than 3 years which shall continue until 31 May 2021, but subject to the relevant provisions of the Bye-laws or any other applicable laws whereby the Directors shall vacate or retire from their offices but eligible for re-election.

According to the Bye-laws, at each annual general meeting of the Company ("AGM"), one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation. Further, any Director appointed by the Board to fill a casual vacancy shall hold office only until the next following general meeting of the Company whilst for those appointed as an addition to the Board shall hold office until the next following AGM and in both cases, those Directors shall then be eligible for re-election at the relevant meeting. Every Director shall be subject to retirement by rotation at least once every three years.

CORPORATE GOVERNANCE FUNCTION

The Board is responsible for performing corporate governance duties and has adopted the written terms of reference on its corporate governance functions.

The duties of the Board in respect of the corporate governance functions include:

(i) developing and reviewing the Company's policies and practices on corporate governance;
(ii) reviewing and monitoring the training and continuous professional development of Directors and senior management;
(iii) reviewing and monitoring the Company's policies and practices on compliance with legal and regulatory requirements;
(iv) developing, reviewing and monitoring the code of conduct and compliance manual (if any) applicable to employees and Directors; and
(v) reviewing the Company's compliance with the CG Code and disclosure in the Corporate Governance Report.

During the year ended 30 June 2020 and up to the date of this report, the Board has performed the corporate governance duties in accordance with its terms of reference.

BOARD COMMITTEES

The Board has established various committees, including a Nomination Committee, a Remuneration Committee, an Audit Committee and an Executive Committee, each of which has its specific written terms of reference. Copies of minutes of all meetings and resolutions of the committees, which are kept by the Company Secretary, are circulated to all Board members and the committees are required to report back to the Board on their decision and recommendations where appropriate. The procedures and arrangements for a Board meeting, as mentioned in the section headed "The Board" of this report, have been adopted for the committee meetings so far as practicable.

Nomination Committee

The Nomination Committee has been established since March 2012 and is chaired by the Chairman of the Board and comprises a majority of INEDs. Currently, the Nomination Committee consists of four members, including Mr. Arthur George Dew (Chairman of the Nomination Committee) (Mr. Wong Tai Chun, Mark as his alternate), being a NED, and Dr. Wong Wing Kuen, Albert, Mr. Chang Chu Fai, Johnson Francis and Mr. Wang Hongqian, all being the INEDs. The Nomination Committee is provided with sufficient resources to discharge its duties and has access to independent professional advice according to the Company's policy if considered necessary. The major roles and functions of the Nomination Committee are included in its terms of reference, which are available on the websites of the Stock Exchange and the Company.

The Nomination Committee has formulated and set out the nomination policy ("Nomination Policy") in its terms of reference. The objective of the Nomination Policy is to ensure that the Board has a balance of skills, experience and diversity of perspectives appropriate to the requirements of the Company's business. To ensure changes to the Board composition can be managed without undue disruption, a formal, considered and transparent procedure is in place for selection, appointment and re-appointment of Directors, as well as plans in place for orderly succession (if considered necessary), including periodical review of such plans. The appointment of a new Director (to be an additional Director or fill a casual vacancy as and when it arises) or any re-appointment of Directors is a matter for decision by the Board upon the recommendation of the proposed candidate by the Nomination Committee.

CORPORATE GOVERNANCE REPORT (CONTINUED)

The criteria to be applied in considering whether a candidate is qualified shall be his or her ability to devote sufficient time and attention to the affairs of the Company and contribute to the diversity of the Board as well as the effective carrying out by the Board of the responsibilities. Further details of the selection criteria and the procedure are set out in the terms of reference of the Nomination Committee which are available on the websites of the Stock Exchange and the Company.

The Nomination Committee will meet as and when necessary in accordance with its terms of reference and may also deal with matters by way of circulation. During the year ended 30 June 2020, no Nomination Committee meeting was held while the Nomination Committee dealt with matters by way of circulation. During the year ended 30 June 2020 and up to the date of this report, the Nomination Committee performed the works as summarised below:

(i) reviewed and recommended for the Board's approval the proposed resolution for re-election of the retiring Directors at 2019 AGM and 2020 AGM;
(ii) reviewed the structure, size, composition and diversity of the Board and assessed the independence of each INED; and
(iii) recommended for the Board's approval the appointment of a new NED.

Remuneration Committee

The Remuneration Committee has been established for more than 10 years and currently consists of four members, including Dr. Wong Wing Kuen, Albert (Chairman of the Remuneration Committee), Mr. Chang Chu Fai, Johnson Francis and Mr. Wang Hongqian, all being the INEDs, and Mr. Arthur George Dew (Mr. Wong Tai Chun, Mark as his alternate), being a NED. The Remuneration Committee is provided with sufficient resources to discharge its duties and has access to independent professional advice according to the Company's policy if considered necessary. The major roles and functions of the Remuneration Committee are included in its terms of reference, which are available on the websites of the Stock Exchange and the Company.

The Remuneration Committee shall meet at least once a year in accordance with its terms of reference. During the year ended 30 June 2020, one Remuneration Committee meeting was held and the attendance of each member is set out in the section headed "The Board" of this report.

In addition to the Remuneration Committee meeting, the Remuneration Committee also dealt with matters by way of circulation during the year ended 30 June 2020. During the year ended 30 June 2020 and up to the date of this report, the Remuneration Committee performed the works as summarised below:

(i) reviewed the existing policy and structure for the remuneration of Directors and senior management;
(ii) reviewed the existing remuneration packages of the Executive Directors and senior management;
(iii) reviewed the existing remuneration of the NEDs (including the INEDs);
(iv) reviewed and recommended for the Board's approval the bonus for the year ended 31 December 2018 and the increment in the remuneration for the year 2019 of the Chairman, Executive Directors and senior management; and
(v) recommended for the Board's approval the remuneration of a new NED.

The remuneration payable to Directors will depend on their respective contractual terms under their employment contracts or service contracts as approved by the Board on the recommendation of the Remuneration Committee. Details of the Directors' remuneration are set out in note 11 to the consolidated financial statements whereas detailed changes in the emoluments of certain Directors during the interim period and up to the date of the Interim Report were also disclosed in the Interim Report of the Company dated 27 February 2020. Details of the emolument policy of the Group are also set out in the "Emolument Policy" section contained in the Directors' Report on page 27.

Audit Committee

The Audit Committee has been established for more than 10 years and currently consists of four NEDs, three of whom are INEDs. To retain independence and objectivity, the Audit Committee is chaired by an INED with appropriate professional qualifications or accounting or related financial management expertise. The current members of the Audit Committee are Dr. Wong Wing Kuen, Albert (Chairman of the Audit Committee), Mr. Chang Chu Fai, Johnson Francis and Mr. Wang Hongqian, all being the INEDs, and Mr. Arthur George Dew (Mr. Wong Tai Chun, Mark as his alternate), being a NED. The Audit Committee is provided with sufficient resources to discharge its duties and has access to independent professional advice according to the Company's policy if considered necessary. The major roles and functions of the Audit Committee are included in its terms of reference, which are available on the websites of the Stock Exchange and the Company.

The Audit Committee shall meet at least twice a year in accordance with its terms of reference. During the year ended 30 June 2020, two Audit Committee meetings were held and the attendance of each member is set out in the section headed "The Board" of this report.

In addition to the Audit Committee meetings, the Audit Committee also dealt with matters by way of circulation during the year ended 30 June 2020. During the year ended 30 June 2020 and up to the date of this report, the Audit Committee performed the works as summarised below:

(i) reviewed and approved the audit scope and fees proposed by the external auditor;
(ii) reviewed the reports of findings/independent review report from the external auditor and the management's response in relation to the final audit for the year ended 30 June 2019, the interim results review for the six months ended 31 December 2019 and the final audit for the year ended 30 June 2020 of the Group;
(iii) reviewed and recommended for the Board's approval the financial reports for the year ended 30 June 2019, for the six months ended 31 December 2019 and for the year ended 30 June 2020 together with the relevant management representation letters and announcements;
(iv) reviewed and recommended for the Board's annual review the Group's risk management and internal control systems;
(v) reviewed the Internal Audit Report prepared by the Internal Audit Department ("IAD");
(vi) reviewed and recommended for the Board's approval the updated report on substantiation of the resources, qualifications and experience of staff of the Group's accounting, internal audit and financial reporting functions, and their training programmes and budget;

CORPORATE GOVERNANCE REPORT (CONTINUED)

(vii) reviewed and recommended for the Board's annual review the revised Procedure for Reporting Possible Improprieties in Financial Reporting, Internal Control or Other Matters, Related Party Transaction Policies and Procedures, Procedures for the Identification and Monitoring of Connected Transactions, Policy on the Disclosure of Inside Information, updated Internal Control Manual and Policy on Risk Management, Compliance and Internal Control Procedures; and

(viii) recommended for the Board's approval the appointment of the new external auditor.

Executive Committee

The Executive Committee has been established by the Board with specific terms of reference and currently consists of two Executive Directors, being Mr. Andrew Ferguson (Chairman of the Executive Committee) and Mr. Brett Robert Smith. The Executive Committee is responsible for reviewing and approving, inter alia, any matters arising from the day-to-day activities of the Group and any matters to be delegated by the Board from time to time.

COMPANY SECRETARY

Ms. Lau Tung Ni is the Company Secretary. All Directors have access to the advice and services of the Company Secretary. The Company Secretary reports to the Chairman on board governance matters, and is responsible for ensuring that Board procedures are followed and for facilitating communications among Directors as well as with the Shareholders and management.

Ms. Lau is a fellow member of The Chartered Governance Institute and The Hong Kong Institute of Chartered Secretaries. During the year ended 30 June 2020, Ms. Lau undertook over 15 hours of relevant professional training to update her skills and knowledge.

CODES FOR SECURITIES TRANSACTIONS BY DIRECTORS AND RELEVANT EMPLOYEES

The Company has adopted the Model Code as its code of conduct regarding securities transactions by the Directors. All Directors have confirmed, following a specific enquiry by the Company, that they have complied with the required standard as set out in the Model Code.

The Company has also adopted the Model Code as the Code for Securities Transactions by Relevant Employees to regulate dealings in securities of the Company by certain employees of the Company or any of its subsidiaries who are considered to be likely in possession of inside information in relation to the Company or its securities.

ACCOUNTABILITY AND AUDIT

Financial Reporting

The Directors acknowledge their responsibility for preparing, with the support from the Accounts Department, the consolidated financial statements of the Group. In preparing the consolidated financial statements for the year ended 30 June 2020, the accounting principles generally accepted in Hong Kong have been adopted and the requirements of the Hong Kong Financial Reporting Standards (which also include Hong Kong Accounting Standards and Interpretations) issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Hong Kong Companies Ordinance were complied with. The Directors believe that they have selected suitable accounting policies and applied them consistently, and made judgments and estimates that are prudent and reasonable and have ensured that the consolidated financial statements are prepared on a going concern basis.

The responsibilities of the external auditor with respect to the financial reporting are set out in the Independent Auditor's Report of this Annual Report.

Risk Management and Internal Control

The Board has the responsibility to review annually the effectiveness of the Group's risk management and internal control systems covering all material controls, including financial, operational and compliance controls. During the year, the Board, through the Audit Committee, had reviewed the adequacy of resources, qualifications and experience of staff of the Company's accounting, internal audit and financial reporting functions, and their training programmes and budget.

The Group's risk management and internal control systems are designed to provide reasonable, but not absolute, assurance against material misstatement or loss; to manage rather than completely eliminate the risk of system failure; and to assist in the achievement of the Group's agreed objectives and goals. They have a key role in the management of risks that are significant to the fulfilment of business objectives. In addition, they should provide a basis for the maintenance of proper accounting records and assist in the compliance with relevant laws and regulations.

Systems and procedures are put in place to identify, evaluate and manage the risks of different businesses and activities. The annual assessment is performed through the completion by the relevant department heads of their respective responsibility statements as co-ordinated by the IAD. The result and findings are reported by the management to the Chairman of Executive Committee who puts forward the same to the Audit Committee and the Board for review on the effectiveness of the risk management and internal control systems, which have been considered effective and adequate.

A discussion of the policies and procedures on the management of each of the major types of risk which the Group is facing is included in note 32 to the consolidated financial statements and in the "Management Discussion and Analysis" section of this Annual Report.

Internal Audit

The Head of Internal Audit reports to the Chairman of the Board and the Audit Committee. The IAD generally carries out the analysis and independent appraisal of the adequacy and effectiveness of the Group's risk management and internal control systems.

The Internal Audit Report was prepared by the IAD and issued to the Audit Committee and the Board for review.

Policy on Disclosure of Inside Information

The Board has adopted the Policy on the Disclosure of Inside Information ("Policy") with respect to the procedures and internal controls for the handling and dissemination of inside information. The Policy sets out guidelines and procedures to the Directors and relevant officers of the Group to ensure inside information of the Group is to be disseminated to the public on an equal basis and in timely manner. Directors and relevant officers in possession of potential inside information and/or inside information are required to take reasonable measures to ensure that proper safeguards are in place to preserve strict confidentiality of inside information and to ensure that its recipients recognise their obligations to maintain the information confidential. The Policy shall be updated and revised as and when necessary in light of changes in circumstances and changes in the Listing Rules, Part XIVA of the Securities and Futures Ordinance and relevant statutory and regulatory requirements from time to time.

External Auditor's Remuneration

During the year ended 30 June 2020, the remuneration paid or payable to the Company's auditors is set out below:

Services rendered	Fee paid or payable HK\$'000

Crowe (HK) CPA Limited
– Audit services	750
– Non-audit services: assurance work on continuing connected transactions	30
Deloitte Touche Tohmatsu
– Non-audit services:
– review interim financial information	250
– other professional services	27

	1,057

COMMUNICATION WITH SHAREHOLDERS

The Board recognises the importance of good communication with Shareholders. Information in relation to the Group is disseminated to Shareholders in a timely manner through a number of formal channels, which include interim and annual reports, announcements and circulars. Such published documents together with the latest corporate information and news are also made available on the website of the Company.

The Company's AGM is a valuable forum for the Board to communicate directly with Shareholders. The Chairman actively participates at the AGM and personally chairs the meeting to answer any questions from Shareholders. The chairmen of the Audit Committee, Remuneration Committee and Nomination Committee or in their absence, another member of the respective committees or failing that their respective duly appointed delegate, are also available to answer questions at the AGM. The chairman of any independent board committee formed as necessary or pursuant to the Listing Rules (or if no such chairman is appointed, at least a member of the independent board committee) will also be available to answer questions at any general meeting of Shareholders to approve a connected transaction or any other transaction that is subject to independent Shareholders' approval.

During the year ended 30 June 2020, a special general meeting of the Company was held on 9 July 2019 and the 2019 AGM was held on 22 November 2019. The attendance records of the Directors at the general meetings are set out in the section headed "The Board" of this report.

Separate resolutions are proposed at the general meetings for each substantial issue, including the re-election of retiring Directors.

The notice to Shareholders is to be sent in the case of AGM at least 20 clear business days before the meeting and to be sent at least 10 clear business days in case of all other general meetings. An explanation of the detailed procedures of conducting a poll is provided to the Shareholders at the commencement of the meeting. The Chairman answers questions from Shareholders regarding voting by way of a poll. The poll results are published in the manner prescribed under the requirements of the Listing Rules.

Pursuant to Bye-law 58 of the Bye-laws, Shareholder(s) holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the Company Secretary, to require a special general meeting to be called by the Board for the transaction of any business specified in such requisition. Such requisition must state the purposes of the general meeting, signed by the Shareholder(s) concerned and can be addressed to the Board or the Company Secretary in writing by mail to the Company's registered office in Bermuda ("Registered Office") and preferably with a copy to its principal office in Hong Kong ("Head Office"). Besides, Shareholder(s) may make a proposal at a Shareholders' meeting by submitting it in written form addressed to the Board or the Company Secretary at the Registered Office and preferably with a copy to the Head Office in accordance with the Act and the Bye-laws where applicable.

The Board established a shareholders' communication policy. Shareholders may, at any time, direct enquiries to the Board. Such enquiries can be addressed to the Board or the Company Secretary in writing by mail to the Registered Office and preferably with a copy to the Head Office.

DIVIDEND POLICY

The Board has adopted the dividend policy effective on 22 November 2018. The Company's dividend policy aims at providing reasonable and sustainable returns to its Shareholders whilst maintaining a position of financial stability which allows the Company to take advantage of any investment and expansion opportunities that may arise from time to time.

The Board may declare or propose dividends on an annual basis and/or may declare interim dividends or special dividends. Proposal or declaration of dividends by the Board is subject to consideration of the Company's and the Group's operating results, accumulated and future earnings, gearing, liquidity position, capital commitment requirement and future expansion plan as well as general economic conditions and external factors that may have impact on the financial performance and position of the Company and the Group. In addition, as the Company is a holding company, the Board will also consider the dividends received from its subsidiaries and associates as the ability to pay dividends by the Company is dependent on the dividends received from those subsidiaries and associates.

The Board will regularly review the dividend policy and will amend and/or modify the dividend policy if necessary.

CORPORATE GOVERNANCE ENHANCEMENT

Enhancing corporate governance is not simply a matter of applying and complying with the CG Code of the Stock Exchange but also about promoting and developing an ethical and healthy corporate culture. We will continue to review and, where appropriate, improve our current practices on the basis of our experience, regulatory changes and developments. Any views and suggestions from our Shareholders to promote and improve our transparency are also welcome.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

APPROACH AND STRATEGY

APAC Resources Limited believes in delivering long term, sustainable value creation to our shareholders. In doing so, we recognise that the choices we make will have an impact on the communities in which we carry on business and we should make such impact a positive one. The Company has adopted a Sustainability Policy in September 2017 which covers our principles in the area of employment and labour practices, business integrity, the environment and the community and we shall endeavour to embrace these principles as part of our practice and governance to contribute to the sustainable development of society and the environment.

The Board has overall responsibility for the Company's strategy and reporting in respect of Environmental, Social and Governance ("ESG") issues and has reviewed the effectiveness of the Group's risk management and internal control systems, which are put in place to identify, evaluate and manage the risks of different businesses and activities, including the ESG-related risks. Based upon the assessments made by the Company's senior management, management and the external auditor, the Board considered that such systems are effective and adequate.

This report outlines the Group's sustainability initiatives and selected Key Performance Indicators ("KPI") that are material to the Group and its stakeholders on ESG issues for the year ended 30 June 2020. This report supplements information disclosed elsewhere in this Annual Report.

REPORTING SCOPE

The subject areas and aspects are presented based on the "Environmental, Social and Governance Reporting Guide" for listed issuers published by The Stock Exchange of Hong Kong Limited (the "ESG Reporting Guide").

MATERIALITY ASSESSMENT AND STAKEHOLDER ENGAGEMENT

Amongst various environmental and social issues based on the ESG Reporting Guide within the scope of sustainability, the following is the list of issues that are considered to be material and relevant to the Group. The priorities are set based on management's view as well as certain conclusions from our stakeholders' engagement. Based on management's view, the aspects and KPIs relevant to this report's disclosure are set out as follows:

Material and relevant issues:

Supply chain management (Aspect B5) general disclosure, KPI B5.1, B5.2 Anti-corruption (Aspect B7) general disclosure, KPI B7.2

Other relevant issues:

Emissions (Aspect A1) general disclosure Use of resources (Aspect A2) general disclosure, KPI A2.1 The environment and natural resources (Aspect A3) general disclosure, KPI A3.1 Employment (Aspect B1) general disclosure, KPI B1.1, B1.2 Health and safety (Aspect B2) general disclosure Development and training (Aspect B3) general disclosure Labour standards (Aspect B4) general disclosure Product responsibility (Aspect B6) general disclosure, KPI B6.5 Community investment (Aspect B8) general disclosure, KPI B8.1, B8.2

All other KPIs not mentioned above were considered not relevant for detailed disclosure.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT (CONTINUED)

The following ESG issues are presented based on the classification of provisions by the ESG Reporting Guide.

A. Environmental Issues

The Group's Sustainability Policy encompasses our general approach towards environmental issues. We endeavour to:

observe relevant laws and regulations and aim to go beyond minimum requirements;
prevent/minimise air and greenhouse gas emissions, discharges into water and land, and generation of hazardous and non-hazardous waste;
make efficient use of resources, including energy, water and other raw materials;
minimise the impact of the Group's activities on the environment and natural resources; and
engage our staff, customers and partners to promote environmentally sustainable business practices and constantly re-assess our processes to minimise environmental impact.

This report does not include the disclosure of all the environmental KPIs as they are not considered material or relevant. Instead, we have discussed our general approach and effort to reduce the Group's environmental footprint in various aspects.

Emissions (Aspect A1)

The Group is not involved in any manufacturing activities. Emissions produced directly by the Group related to 2 executive vehicles in Hong Kong and mainland China. These are used for senior staff's local travel only. The scale and usage are immaterial. Other emissions produced are mostly on a "second degree" basis as incurred during occasional business travels.

In line with our policy to minimise air and greenhouse gas emissions, major operations are equipped with audio conferencing facilities to minimise the need for face to face meetings and keep business travelling to a minimum.

There are no relevant laws and regulations applicable to our business on this aspect.

Use of Resources (Aspect A2) and The Environment and Natural Resources (Aspect A3)

We place a high priority on the efficient use of resources. With only 14 staff members across the Group, we consume limited amounts of electricity and paper. Water consumption is not material to our business as it relates only to the personal consumption of our staff for their personal hygiene.

Environmental protection guidelines in relation to energy savings, materials recycling and reduction in paper consumption are in place. For instance, staff are encouraged to use duplex printing for internal documents, return used printer toner capsules and coffee capsules to respective suppliers and facilities and procedures are in place for paper waste recycling. Staff are reminded to switch off lights and equipment after work, during lunch break or during the time working outside the office and wherever possible. Electronic communication and storage are promoted and energy efficiency of office equipment is taken into consideration in making purchase decision. During the year ended 30 June 2020, the Group's total electricity consumption was below 35,000 kwh similar to last year.

Throughout the Group, the following business processes were implemented whenever possible to improve efficiency and to reduce paper usage:

Electronic bank and broker statements;
Recycling schemes of office equipment and supplies; and
Internal electronic administration and communication platform.

Except for the abovementioned, the Group's businesses have no direct impact on the environment and natural resources.

B. Social Issues

Employment, Health and Safety and Labour Standards (Aspect B1, B2, B4)

The Group is an established natural resource investment fund and commodity trading house which owns strategic interests in natural resource companies with the main business lines comprising of primary strategic investment; resource investment; and commodity trading business, focused primarily on metals, mining and energy and investment in financial assets. Our people are our most important assets that will drive the long-term development of the Group. The Group's policy on employment is as follows:

observing relevant laws and regulations;
being an equal-opportunity employer, implementing fair practices relating to compensation and dismissal, recruitment and promotion, working hours, rest periods, equal opportunity, diversity, anti-discrimination, and other benefits and welfare for our staff;
providing a safe, healthy and quality workplace and protecting employees from occupational hazards;
promoting a good work-life balance for staff;
investing in training and professional development of our staff for the purpose of improving their knowledge and skills for discharging duties at work;
maintaining an open dialogue with our staff, facilitating a transparent two way communication; and
preventing child and forced labour.

In Hong Kong, the Group's employment of staff is governed by the Employment Ordinance, the Minimum Wage Ordinance, as well as the Employees' Compensation Ordinance. In mainland China, staff employment is subject to the Labour Law and the Employment Contract Law of the People's Republic of China ("中華人民共和國勞動法及勞動合同法"). The Group has no known non-compliance with the above relevant regulations. The Group ensured that our compensation and benefits (including working hours, rest periods, welfare) are according to the prevailing manpower market conditions and individual performance. Owing to the nature of our businesses, work related injuries, occupational health issues and the incurrence of child labour are not significant risk factors.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT (CONTINUED)

The Group endeavours to provide a safe and pleasant working environment for our staff. On top of this, for community service purposes, the Group also encourages our staff to participate in charity and social activities.

Further information on the Group's emolument policy is also included in the Management Discussion and Analysis section of this Annual Report.

As at 30 June 2020, the Group has a total of 14 full time staff, 8 in Hong Kong and 6 in mainland China. By gender, 50% is male and 50% is female. By age group, 36%, 21%, 29% and 14% are between age groups of 30 to 39, 40 to 49, 50 to 59 and over 60 respectively.

There was no employee turnover during the year.

Development and Training (Aspect B3)

The Group is committed to fostering a culture of continuous learning in our organisation. Emphasis is placed on staff training which is tailored to equip our workplace with the necessary knowledge and skills relevant to their work, as well as to build our talent pool. Our Directors are required to participate in training to enhance their knowledge to enable them to discharge their duties and responsibilities more effectively. Management have participated in seminars in relation to anti-money laundering and update of Listing Rules and corporate governance code. The Group has also provided support for our staff in their continuous professional development.

Staff training across the Group amounted to a total of 40 hours in total.

Supply Chain Management (Aspect B5)

The Group has reviewed the sustainability report of our sole supplier of commodity trading in Australia for its awareness and commitment to its environmental and social responsibilities. As an investment fund, the Group's general business suppliers include providers of financial information, law firms and securities brokers. These are not considered to pose significant social risks for our business and procurement decisions are based on pricing, suitability as well as the reputation of suppliers.

Product Responsibility (Aspect B6)

The Group is dedicated in providing products with good quality and up to the specification to our customers. Customers of commodity trading are provided with quality certifications to prove the product quality. The Group strictly complies with all relevant laws and regulations in relating to health and safety, advertising, labelling and privacy matters relating to products. The Group is involved in money lending activities operating under the Money Lenders Ordinance. Other than that, there are no laws and regulations that has a significant impact on the Group.

Comprehensive policies and procedures have been implemented to facilitate a responsible and efficient investment process. Investment opportunities are subject to stringent screening in line with our procedures by the investment team, comprised of experienced professionals, to ensure our investment decisions are prudent, consistent and impartial.

We strictly protect the confidentiality of non-public material information. All staff members are reminded of the importance of keeping confidential any aspects of the Company's business and the need to comply with the requirements of confidentiality. Non-disclosure agreements are signed with the counterparty where applicable to prevent leakage and loss of confidential information.

Anti-Corruption (Aspect B7)

The Group is committed to compliance with applicable anti-corruption laws and regulations. The Group has implemented a whistle blower policy for reporting fraud and corruption. We encourage the reporting of suspected business irregularities and provide clear channels specifically for this purpose. This policy is circulated to employees periodically to facilitate employees' easy access and reporting. For the year ended 30 June 2020, no significant risks relating to corruption had been identified.

Community Investment (Aspect B8)

APAC undertakes the responsibility of a good corporate citizen contributing by encouraging our staff to participate in community and charitable activities and support with sponsorship and donation.

APAC maintains its focus areas of contribution in global issues such as poverty, hunger, health and injustice. During the year, our staff members continued to participate in "Skip a Meal", a fund-raising campaign organised by World Vision. During the year, the Group donated to the Hong Kong Cancer Fund contributing in the development of a healthier local community.

INDEPENDENT AUDITOR'S REPORT

獨立核數師報告

TO THE SHAREHOLDERS OF APAC RESOURCES LIMITED (Incorporated in Bermuda with limited liability)

OPINION

We have audited the consolidated financial statements of APAC Resources Limited (the "Company") and its subsidiaries (together the "Group") set out on pages 101 to 243 which comprise the consolidated statement of financial position as at 30 June 2020, and the consolidated statement of profit or loss, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 30 June 2020, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards ("HKFRSs") issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.

BASIS FOR OPINION

We conducted our audit in accordance with Hong Kong Standards on Auditing ("HKSAs") issued by HKICPA. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the HKICPA's Code of Ethics for Professional Accountants ("the Code") and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

致:亞太資源有限公司股東 (於百慕達註冊成立之有限公司)

意見

本核數師已審核載於第101頁至243頁亞太資源有限公司(「貴公司」)及其附屬公司(統稱「貴集團」)之綜合財務報表,當中包括於二零二零年六月三十日之綜合財務狀況表、截至該日止年度之綜合損益表、綜合損益及其他全面收益表、綜合權益變動表及綜合現金流量表以及綜合財務報表附註 (包括主要會計政策概要)。

本核數師認為,綜合財務報表已根據香港會計師公會(「香港會計師公會」)頒佈之香港財務報告準則(「香港財務報告準則」)真實而公平地反映貴集團於二零二零年六月三十日之綜合財務狀況以及其截至該日止年度之綜合財務表現及綜合現金流量, 並已遵照香港公司條例之披露規定妥為編製。

意見之基礎

本核數師根據香港會計師公會頒佈之香港審計準則(「香港審計準則」)進行審核。本核數師於該等準則下之責任在本核數師之報告內核數師就審核綜合財務報表須承擔之責任一節中作進一步闡述。根據香港會計師公會之「職業會計師道德守則」(「守則」),本核數師獨立於貴集團,並已遵循守則履行其他道德責任。本核數師相信,本核數師所獲得之審核憑證能充足及適當地為本核數師之意見提供基礎。

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

A. Impairment assessment of the Group's interest in an associate listed on the Australian Securities Exchange ("ASX")

Refer to accounting policy note 2(d) and disclosure in note 16 to the consolidated financial statements.

關鍵審核事項

關鍵審核事項為根據本核數師之專業判斷,對本核數師審核本期間綜合財務報表至關重要之事項。本核數師在整體審核綜合財務報表及就此達致意見時處理該等事項,而不會就此等事項單獨發表意見。

A. 貴集團於澳洲證券交易所(「澳交所」)上市聯營公司之權益之減值評估

請參閱綜合財務報表附註2(d)的會計政策及附註16的披露資料。

The Key Audit Matter	How the matter was addressed in our audit
關鍵審核事項	本核數師在審核中處理該事項之方法

We identified the impairment loss of the Group's interest in an associate in Australia, namely Mount Gibson Iron Limited ("MGX"), as a key audit matter due to the significance of the balance to the consolidated financial statements as a whole, combined with the significant estimation and judgement involved by the management of the Group in determining the recoverable amount of MGX. 本核數師把貴集團於澳洲聯營公司(即Mount Gibson Iron Limited(「MGX」))之權益之減值虧損列為關鍵審核事項,原因為有關結餘對綜合財務報表整體而言屬重大, 且貴集團管理層於釐定MGX可收回金額時涉及重大估計及判斷。

As set out in note 3 to the consolidated financial statements, the recoverable amount of MGX are determined by the management of the Group with reference to the higher of its value in use and fair value less costs of disposal. The value in use calculation requires the management of the Group to estimate the present value of the future cash flows expected to arise from dividends of MGX which is estimated based on the cash flows from the operations of MGX and the proceeds on the ultimate disposal of MGX. The estimation takes into account the estimated future prices and production volume of hematite iron ores of MGX, a suitable discount rate and historical dividend payout ratio of MGX. The fair value less costs of disposal of MGX is determined by reference to the closing price of its shares listed on the ASX as at 30 June 2020. 誠如綜合財務報表附註3所載,MGX之可收回金額乃由貴集團管理層經參考其使用價值及公平值減出售成本中之較高者而釐定。計算使用價值時, 貴集團管理層需要估計MGX股息預期將產生之未來現金流量之現值,有關估計乃根據MGX經營所得現金流量以及最終出售MGX之所得款項而得出,當中計及MGX赤鐵礦石的估計未來價格及估計產量、合適折現率以及MGX之過往派息率。MGX 之公平值減出售成本乃參考其於澳交所上市股份於二零二零年六月三十日之收市價釐定。

Our procedures in relation to the impairment assessment of the Group's interest in MGX included:

本核數師有關貴集團於MGX權益之減值評估之審核程序包括:

• Understanding the impairment assessment of the Group's interest in MGX performed by the management of the Group, including the valuation model adopted and key assumptions used;

了解貴集團管理層就於MGX之權益進行之減值評估,包括所採用之估值模型及所使用之主要假設;

• Evaluating the key assumptions and inputs used by the management of the Group in the value in use calculation, including the future cash flows expected to arise from dividends of MGX which is estimated based on the cash flows from the operations of MGX and the proceeds on the ultimate disposal of MGX and the discount rate used, with reference to historical performance and publicly available information;

評估貴集團管理層於計算使用價值時所採用之主要假設及輸入數據,包括基於MGX經營所得現金流量及最終出售MGX之所得款項以及經參考過往表現及公開可得資料而得出所採用之折現率估計之MGX 股息預期將產生之未來現金流量;

• Checking the closing price of the shares of MGX which are listed on the ASX as at 30 June 2020; 核查MGX於澳交所上市股份於二零二零年六月三十日之收市價;

KEY AUDIT MATTERS (Continued)

A. Impairment assessment of the Group's interest in an associate listed on the Australian Securities Exchange ("ASX") (Continued)

The Key Audit Matter	How the matter was addressed in our audit
關鍵審核事項	本核數師在審核中處理該事項之方法

關鍵審核事項(續)

A. 貴集團於澳洲證券交易所(「澳交所」)上市聯營公司之權益之減值評估(續)

關鍵審核事項本核數師在審核中處理該事項之方法

As disclosed in note 16 to the consolidated financial statements, the recoverable amount of the Group's interest in MGX, which represents the fair value less costs of disposal, is lower than its carrying amount. Accordingly, an impairment loss of HK\$580,014,000 in respect of the Group's interest in MGX is recognised in the consolidated statement of profit or loss for the year and it results in the carrying amount of the Group's interest in MGX of HK\$1,320,852,000 as at 30 June 2020.

誠如綜合財務報表附註16所披露, 貴集團於MGX之權益之可收回金額(指公平值減出售成本)低於其賬面值。因此,於年度綜合損益表就貴集團於MGX之權益確認減值虧損580,014,000港元,導致貴集團於MGX之權益於二零二零年六月三十日之賬面值為1,320,852,000港元。

Comparing the result of the value in use calculation with the fair value less costs of disposal of the Group's interest in MGX, which is determined by reference to the closing price of shares of MGX as at 30 June 2020, when determining the recoverable amount of the Group's interest in MGX; 於釐定貴集團於MGX之權益之可收回金額時,比較使用價值計算結果與參考MGX股份於二零二零年六月三十日之收市價釐定的貴集團於MGX之權益之公平值減出售成本;
Comparing the recoverable amount of the Group's interest in MGX with its carrying amount; and 比較貴集團於MGX之權益之可收回金額與其賬面值;及
Recalculating the impairment loss of the Group's interest in MGX.

重新計算貴集團於MGX之權益之減值虧損金額。

B. Impairment assessment of loan receivables

Refer to accounting policy note 2(i) and disclosure in notes 19 and 32(a) to the consolidated financial statements.

	The Key Audit Matter
關鍵審核事項

The measurement of expected credit loss ("ECL") requires the application of significant judgement which include the identification of exposures with a significant deterioration in credit quality, and assumptions used in the ECL models, such as the probabilities of default, loss given default, expected future cash flows and forward looking macroeconomic factors.

預期信貸虧損(「預期信貸虧損」)的計量要求應用重大判斷,包括識別信貸質素顯著惡化的風險,以及預期信貸虧損模型中使用的假設,例如違約概率、違約損失率、預期的未來現金流量和前瞻性的宏觀經濟因素。

Due to the subjectivity inherent in the estimation of ECL allowances, we considered this as a key audit matter. 由於估計預期信貸虧損撥備時固有的主觀性,本核數師認為此乃一項關鍵審核事項。

關鍵審核事項(續)

B. 應收貸款的減值評估

請參閱綜合財務報表附註2(i)的會計政策及附註19和32(a)的披露資料。

The Key Audit Matter How the matter was addressed in our audit 關鍵審核事項本核數師在審核中處理該事項之方法

Our audit procedures included the following: 本核數師的審核程序如下:

• Assessing controls over the origination, segmentation, ongoing internal credit quality assessments, recording and monitoring of loan receivables;

評估對應收貸款的產生、分類、持續內部信貸質量評估、記錄及監督的控制;

• Assessing the effectiveness of key controls over the application of the impairment methodology, the governance for the ECL models, inputs and assumptions used by the Group in calculating the ECL and the mathematical accuracy of the ECL calculations;

評估主要控制對減值方法的應用、預期信貸虧損模型管治、貴集團計算預期信貸虧損所用的輸入數據及假設及預期信貸虧損計算的數學準確度的有效性;

Assessing the reasonableness of the Group's ECL models, including the model input, model design, model performance and calculation; 評估貴集團預期信貸虧損模型的合理性,包括模型輸入數據、模型設計、模型表現及計算;
Assessing the reasonableness of the Group's criteria for assessing if there has been a significant increase in credit risk and so allowances for financial assets should be measured on a lifetime ECL basis and the qualitative assessment;

評估貴集團評估信貸風險是否已顯著增加致使金融資產的撥備應按全期預期信貸虧損基準計量及定性評估的標準的合理性;

• Challenging whether historical experience is representative of current circumstances and of the recent losses incurred in the portfolios and assessing the reasonableness of the forwardlooking adjustments;

質疑歷史經驗是否代表當前情況以及投資組合中產生的近期虧損,並評估前瞻性調整的合理性;

• Reviewing the Group's assumptions on the expected future cash flows, including the value of realisable collateral based on available market information; and

檢討貴集團對預期未來現金流量的假設,包括基於市場可得資料的可變現抵押品價值;及

• Assessing the financial statement disclosures relating to the Group's exposure to credit risk. 評估貴集團信貸風險敞口相關的財務報表披露。

獨立核數師報告(續)

INFORMATION OTHER THAN THE CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR'S REPORT THEREON

The directors are responsible for the other information. The other information comprises all the information included in the annual report, other than the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The directors of the Company are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with HKFRSs issued by the HKICPA and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

The directors are assisted by the Audit Committee in discharging their responsibilities for overseeing the Group's financial reporting process.

綜合財務報表及核數師報告以外之資料

董事須對其他資料承擔責任。其他資料包括所有載於年報之資料,但不包括綜合財務報表及本核數師之核數師報告除外。

本核數師對綜合財務報表作出之意見並無涵蓋其他資料,而本核數師不會對其他資料發表任何形式之鑑證結論。

就本核數師審核綜合財務報表而言,本核數師之責任為閱讀其他資料,從而考慮其他資料是否與綜合財務報表或本核數師在審核過程中獲悉之資料存在重大不符,或似乎存在重大錯誤陳述。

倘若本核數師基於已進行之工作認為其他資料出現重大錯誤陳述,本核數師須報告有關事實。本核數師就此並無須報告事項。

董事就綜合財務報表須承擔之責任

貴公司董事須負責根據香港會計師公會頒佈之香港財務報告準則及香港公司條例之披露規定編製真實而公平地反映情況之綜合財務報表,及董事釐定對編製綜合財務報表屬必要之有關內部監控,以使該等綜合財務報表不會存在由於欺詐或錯誤而導致之重大錯誤陳述。

在編製綜合財務報表時,董事須負責評估貴集團持續經營之能力,並披露與持續經營有關之事項(如適用)。除非董事擬將貴集團清盤或停止營運,或除此之外並無其他實際可行之辦法,否則須採用以持續經營為基礎之會計法。

審核委員會協助董事履行彼等監督貴集團財務申報流程的責任。

獨立核數師報告(續)

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. This report is made solely to you, as a body, in accordance with Section 90 of the Bermuda Companies Act, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with HKSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with HKSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

核數師就審核綜合財務報表須承擔之責任

本核數師之目標為合理確定此等綜合財務報表整體而言不會存在由於欺詐或錯誤而導致之重大錯誤陳述,並發出載有本核數師意見之核數師報告。本報告按照百慕達公司法第90條僅向閣下(作為整體)作出,除此之外本報告別無其他目的。本核數師並不就本報告之內容對任何其他人士承擔任何義務或接受任何責任。

合理確定屬高層次之核證,惟根據香港審計準則進行之審核工作不能保證總能察覺所存在之重大錯誤陳述。錯誤陳述可因欺詐或錯誤產生,倘個別或整體在合理預期情況下可影響使用者根據該等綜合財務報表作出之經濟決定時,則被視為重大錯誤陳述。

在根據香港審計準則進行審核之過程中, 本核數師在整個審核中運用專業判斷,保持專業懷疑態度。本核數師亦:

識別及評估由於欺詐或錯誤而導致綜合財務報表存在重大錯誤陳述之風險、設計及執行審核程序以應對該等風險,以及獲取充足和適當之審核憑證,作為本核數師意見之基礎。由於欺詐可能涉及串謀、偽造、蓄意遺漏、虛假陳述或凌駕內部監控之情況,因此未能發現因欺詐而導致之重大錯誤陳述之風險高於未能發現因錯誤而導致之重大錯誤陳述之風險。
了解與審核相關之內部監控,以設計適當之審核程序,惟並非旨在對貴集團內部監控之有效性發表意見。
評估董事所採用會計政策之恰當性及所作出會計估計和相關披露之合理性。

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

核數師就審核綜合財務報表須承擔之責任(續)

對董事採用持續經營會計基礎之恰當性作出結論,並根據所獲取之審核憑證, 確定是否存在與事項或情況有關之重大不確定性,從而可能導致對貴集團之持續經營能力產生重大疑慮。倘本核數師認為存在重大不確定性,則有必要在核數師報告中提請注意綜合財務報表中之相關披露。倘有關披露不足,則修訂本核數師意見。本核數師結論乃基於截至核數師報告日期止所取得之審核憑證。然而,未來事項或情況可能導致貴集團無法持續經營。
評估綜合財務報表之整體呈報方式、結構及內容,包括披露資料,以及綜合財務報表是否中肯反映相關交易和事項。
就貴集團內實體或業務活動之財務資料獲取充足及適當之審核憑證,以便對綜合財務報表發表意見。本核數師負責集團審核之方向、監督和執行。本核數師為審核意見承擔全部責任。

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and, where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

核數師就審核綜合財務報表須承擔之責任(續)

本核數師與審核委員會就(其中包括)審核之計劃範圍、時間安排及重大審核發現進行溝通,該等發現包括本核數師在審核過程中識別之內部監控之任何重大缺失。

本核數師亦向審核委員會作出聲明,指出本核數師已符合有關獨立性之相關道德要求,並與彼等溝通可能被合理認為會影響本核數師獨立性之所有關係及其他事宜, 以及所採取以消除威脅的行動或所採用的防範措施(如適用)。

從與審核委員會溝通之事項中,本核數師釐定對本期間綜合財務報表之審核至關重要之事項,因而構成關鍵審核事項。本核數師在核數師報告中描述該等事項,除非法律或法規不允許公開披露該等事項,或在極端罕見之情況下,倘合理預期在本核數師報告中溝通某事項造成之負面後果超出產生之公眾利益,則本核數師決定不應在報告中傳達該事項。

Crowe (HK) CPA Limited Certified Public Accountants Hong Kong, 25 September 2020

Chan Wai Dune, Charles Practising Certificate Number P00712

國富華(香港)會計師事務所有限公司 執業會計師香港,二零二零年九月二十五日

陳維端執業證書編號 P00712

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

綜合損益表

		Notes 附註	2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Revenue Trading of goods Interest income	收益商品貿易利息收入		367,690 68,837	51,099 58,128
Total revenue Cost of sales	收益總額銷售成本	6	436,527 (386,639)	109,227 (51,818)
Gross profit	毛利		49,888	57,409
Other gains and losses Other income (Impairment loss)/reversal of impairment loss on interests in associates, net	其他收益及虧損其他收入於聯營公司之權益之 (減值虧損)╱回撥減值	7 8 16	(56,684) 25,735 (549,614)	(341,250) 16,803 643,439
Administrative expenses Finance costs Share of results of associates	虧損淨額行政費用融資成本分佔聯營公司業績	9(a) 16	(45,032) (240) 146,545	(38,871) (2,020) 273,750
(Loss)/profit before taxation Income tax credit/(expense)	除稅前(虧損)╱溢利所得稅抵免╱(開支)	9 10	(429,402) 1	609,260 (828)
(Loss)/profit for the year attributable to owners of the Company	本公司擁有人應佔年度 (虧損)╱溢利		(429,401)	608,432
(Loss)/earnings per share (expressed in HK cents) – basic	每股(虧損)╱盈利 (以港仙列示) -基本	14	(35.23)	68.04

statements.

之一部份。

Details of dividends paid or payable to owners of the Company are set out in Note 13.

已付或應付本公司擁有人之股息之詳情載於附註13。

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

綜合損益及其他全面收益表

	2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
(Loss)/profit for the year 年內(虧損)╱溢利	(429,401)	608,432
Other comprehensive (expense)/ 其他全面(支出)╱收益 income, net of tax (扣除稅項) Items that may be reclassified 可能於其後重新分類至 subsequently to profit or loss: 損益之項目:
Exchange differences on 換算聯營公司時產生	(30,625)	(55,017)
translation of associates 之匯兌差額 Exchange differences on 換算其他海外業務時 translation of other foreign 產生之匯兌差額	(2,047)	(4,731)
operations Share of other comprehensive 分佔一間聯營公司之 income of an associate, net 其他全面收益(扣除 of related income tax 相關所得稅)	180	669
	(32,492)	(59,079)
Item that will not be reclassified to 將不會重新分類至損益 profit or loss: 之項目: Share of other comprehensive 分佔一間聯營公司之 income of an associate, net 其他全面收益 of related income tax (扣除相關所得稅)	5,104	3,375
Other comprehensive expense 年內其他全面支出 for the year, net of income tax (扣除所得稅)	(27,388)	(55,704)
Total comprehensive (expense)/ 本公司擁有人應佔年內 income for the year attributable to (支出)╱收益 owners of the Company	(456,789)	552,728

The notes on pages 109 to 243 form part of these consolidated financial statements.

第109至243頁的附註構成該等綜合財務報表之一部份。

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

綜合財務狀況表

At 30 June 2020 於二零二零年六月三十日

		Notes 附註	2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
ASSETS	資產
Non-current assets	非流動資產
Property, plant and equipment	物業、廠房及設備	15	5,653	1,368
Interests in associates	於聯營公司之權益	16	1,525,576	1,904,461
Financial assets at fair value	按公平值於損益賬處理	18	76,379	307,880
through profit or loss ("FVTPL")	(「按公平值於損益賬
	處理」)之金融資產
Loan receivables	應收貸款	19	317,813	–
Loan notes	貸款票據	20	3,916	51,168
Rental deposits	租賃按金	21	539	–
Deferred tax assets	遞延稅項資產	25(a)	646	–

			1,930,522	2,264,877

Current assets	流動資產
Inventories	存貨	17	108,356	53,802
Trade and other receivables Financial assets at FVTPL	貿易及其他應收賬款	21 18	43,568 640,472	26,072 392,102
	按公平值於損益賬處理之金融資產
Loan receivables	應收貸款	19	151,063	401,418
Pledged bank deposits	已抵押銀行存款	22	88,611	74,711
Bank balances and cash	銀行結餘及現金	22	564,039	814,547

			1,596,109	1,762,652

Total assets	資產總值		3,526,631	4,027,529

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

綜合財務狀況表(續)

At 30 June 2020 於二零二零年六月三十日

		Notes 附註	2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
EQUITY AND LIABILITIES	股權及負債
Capital and reserves	股本及儲備
Share capital		29(b)	1,218,894	1,218,894
Other reserves	股本其他儲備		251,991	287,231
Accumulated profits	累計溢利		1,964,923	2,508,362

			3,435,808	4,014,487

Non-current liability	非流動負債
Lease liabilities	租賃負債	24	761	–

Current liabilities Trade and other payables	流動負債	23	85,443	12,811
Tax payable	貿易及其他應付賬款		876	231
Lease liabilities	應付稅項租賃負債	24	3,743	–

			90,062	13,042

Total liabilities	負債總額		90,823	13,042
Total equity and liabilities	股權及負債總額		3,526,631	4,027,529

Net current assets	流動資產淨值		1,506,047	1,749,610
Total assets less total liabilities	資產總值減負債總額		3,435,808	4,014,487

Approved and authorised for issue by the board of directors on 25 September 2020.

由董事會於二零二零年九月二十五日批准及授權發表。

Arthur George Dew Andrew Ferguson

Director Director 董事董事

The notes on pages 109 to 243 form part of these consolidated financial statements.

第109至243頁的附註構成該等綜合財務報表之一部份。

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

綜合權益變動表

		Share capital 股本 HK\$'000 千港元	Share premium 股份溢價 HK\$'000 千港元	reserve 特別儲備 HK\$'000 千港元 (note (i)) (附註(i))	Investment Special revaluation reserve 投資重估儲備 HK\$'000 千港元	reserve 匯兌儲備 HK\$'000 千港元	Capital Exchange redemption Accumulated reserve 資本贖回儲備 HK\$'000 千港元 (note (ii)) (附註(ii))	profits 累計溢利 HK\$'000 千港元	Total equity 股權總額 HK\$'000 千港元
At 1 July 2018	於二零一八年七月一日	795,277	172,082	(14,980)	14,900	56,885	79,436	1,947,647	3,051,247
Profit for the year Other comprehensive income/(expense) for the year	年度溢利年度其他全面收益╱(支出)	– –	– –	– –	– 4,044	– (59,748)	– –	608,432 –	608,432 (55,704)
Total comprehensive income/(expense) for the year	年度全面收益╱(支出)總額	–	–	–	4,044	(59,748)	–	608,432	552,728
Shares issued under rights issue (Note 29(b)) Transaction costs attributable to the	根據供股發行股份(附註29(b)) 供股應佔交易成本	406,298 –	40,630 (8,344)	– –	– –	– –	– –	– –	446,928 (8,344)
rights issue Dividends recognised as distribution (Note 13) 確認為分派的股息(附註13)		17,319	2,326	–	–	–	–	(47,717)	(28,072)
At 30 June 2019 and 1 July 2019	於二零一九年六月三十日及二零一九年七月一日	1,218,894	206,694	(14,980)	18,944	(2,863)	79,436	2,508,362	4,014,487
Loss for the year Other comprehensive income/(expense) for the year	年度虧損年度其他全面收益╱(支出)	– –	– –	– –	– 5,284	– (32,672)	– –	(429,401) –	(429,401) (27,388)
Total comprehensive expense for the year Share of reserve movements of an associate Dividends recognised as distribution (Note 13) 確認為分派的股息(附註13)	年度全面支出總額分佔一間聯營公司之儲備變動	– – –	– – –	– – –	5,284 (7,852) –	(32,672) – –	– – –	(429,401) 7,852 (121,890)	(456,789) – (121,890)
At 30 June 2020	於二零二零年六月三十日	1,218,894	206,694	(14,980)	16,376	(35,535)	79,436	1,964,923	3,435,808

Notes:

(i) The special reserve represents the difference between the nominal value of aggregate share capital of the subsidiaries acquired and the nominal value of the share capital of the Company issued for the acquisition at the time of a group reorganisation in 1998.
(ii) The capital redemption reserve represents the par value of ordinary shares transferred from accumulated profits upon repurchase of these shares by the Company in previous years.

The notes on pages 109 to 243 form part of these consolidated financial statements.

附註:

(i) 特別儲備指所收購附屬公司之總股本面值與本公司於一九九八年集團重組時就收購而發行之股本面值之間之差額。
(ii) 資本贖回儲備指本公司於過往年度購回普通股時自累計溢利轉撥之該等股份面值。

第109至243頁的附註為該等綜合財務報表之一部份。

CONSOLIDATED STATEMENT OF CASH FLOWS

綜合現金流量表

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

			2020 二零二零年	2019 二零一九年
		Notes 附註	HK\$'000 千港元	HK\$'000 千港元
Operating activities	經營業務
(Loss)/profit before taxation	除稅前(虧損)╱溢利		(429,402)	609,260
Adjustments for:	就下列項目作出調整:
Depreciation of property,	物業、廠房及設備	9(c)	419	316
plant and equipment	之折舊
Depreciation of right-of-use assets	使用權資產之折舊	9(c)	3,908	–
Loss arising from changes in fair value of financial assets	按公平值於損益賬處理之金融資產公平值變動	7	61,824	319,356
at FVTPL, net	而產生之虧損淨額
Loss arising from deemed disposal of partial interest in an associate	視作出售於一間聯營公司部份權益而產生之虧損	7	1,679	3,762
Impairment loss/(reversal of impairment loss) on loan receivables, net	應收貸款之減值虧損╱ (減值虧損回撥)淨額	7	4,048	(602)
Interest income	利息收入		(73,973)	(65,068)
Interest expenses	利息支出	9(a)	240	2,020
Write down of inventories	撇減存貨		5,833	3,147
Share of results of associates	分佔聯營公司業績		(146,545)	(273,750)
Impairment loss/(reversal of impairment loss) on	於聯營公司之權益之減值虧損╱(減值虧損		549,614	(643,439)
interests in associates, net Gain arising from modification of	回撥)淨額調整應收貸款而產生之	7	(5,934)	–
loan receivables	收益
Fair value (gain)/loss on trade receivables designated at	指定為按公平值於損益賬處理之貿易應收賬款公		(1,749)	652
FVTPL	平值(收益)╱虧損
Fair value gain on trade payables designated at FVTPL	指定為按公平值於損益賬處理之貿易應付賬款公平值收益		(19,549)	(4,706)
Gain arising from changes in fair value of derivative financial	衍生金融工具公平值變動而產生之	7	(11,414)	–
instruments – warrants	收益-認股權證
Foreign exchange loss, net	匯兌虧損淨額		13,681	11,410
Dividend income from financial	按公平值於損益賬處理之		(15,630)	(9,132)
assets at FVTPL	金融資產所得股息收入
Others	其他		(18)	–
			(62,968)	(46,774)

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

綜合現金流量表(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

		Notes 附註	2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Changes in working capital	營運資金變動
Increase in inventories (Increase)/decrease in trade and	存貨增加貿易及其他應收賬款		(66,311) (16,286)	(61,770) 1,396
other receivables Increase in trade and other	(增加)╱減少貿易及其他應付賬款		92,181	1,296
payables Increase in financial assets at FVTPL held for trading	增加按公平值於損益賬處理之持作買賣之金融資產增加		(33,809)	(26,192)
Cash used in operations Income tax paid	經營所用現金已付所得稅		(87,193) –	(132,044) (597)
Net cash used in operating activities	經營業務所用現金淨額		(87,193)	(132,641)
Investing activities	投資活動
Purchase of property, plant and equipment	購買物業、廠房及設備		(186)	(917)
Purchase of listed equity securities not held within the trading portfolios	購買並非於買賣組合內持有之上市股本證券		(67,141)	(16,961)
Purchase of unlisted equity securities not held within the trading portfolios	購買並非於買賣組合內持有之非上市股本證券		(1,361)	–
Proceeds from disposal of listed equity securities not held within the trading portfolios	出售並非於買賣組合內持有之上市股本證券所得款項		36,132	85,950
Proceeds from disposal of unlisted equity securities	出售非上市股本證券所得款項		–	3,732
Proceed from redemption of convertible notes	贖回可換股票據所得款項		–	100,000
Proceed from redemption of loan notes	贖回貸款票據所得款項	20	46,997	–
New grant of loan receivables Repayments of loan receivables Placement of pledged bank deposits	新增應收貸款獲償還應收貸款存放已抵押銀行存款	19(b) 19(b)	(347,981) 278,527 (351,175)	(229,627) 229,602 (173,392)
Withdrawal of pledged bank deposits	提取已抵押銀行存款		335,747	128,153
Investments in associates Interest received Divided received from investments in securities	投資於聯營公司已收利息來自證券投資之已收股息		(45,613) 64,856 15,630	(13,443) 55,465 9,132
Net cash (used in)/generated from investing activities	投資活動(所用)╱產生現金淨額		(35,568)	177,694

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

綜合現金流量表(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

			2020 二零二零年	2019 二零一九年
		Notes 附註	HK\$'000 千港元	HK\$'000 千港元

Financing activities Capital element of lease rentals paid	融資活動已付租賃租金的資本部份	22(b)	(3,905)	–
Interest element of lease	已付租賃租金的利息部份	22(b)	(240)	–
rentals paid Dividend paid Other interest paid Proceeds from rights issue Transactions costs in relation to rights issue	已付股息已付其他利息供股所得款項供股相關交易成本	22(b)	(121,890) – – –	(27,459) (2,083) 446,928 (8,344)
Proceeds from new bank and other borrowings raised	新增銀行及其他借貸之所得款項		–	167,000
Repayments of bank and other borrowings	償還銀行及其他借貸		–	(210,500)
Net cash (used in)/generated from financing activities	融資活動(所用)╱產生現金淨額		(126,035)	365,542
Net (decrease)/increase in cash and cash equivalents	現金及等值現金(減少)╱ 增加淨額		(248,796)	410,595
Cash and cash equivalents at beginning of the year	於年初之現金及等值現金		814,547	408,683
Effect of foreign exchange rate changes, net	匯率變動之影響淨額		(1,712)	(4,731)
Cash and cash equivalents at end of the year, represented by bank balances and cash	於年終之現金及等值現金, 代表銀行結餘及現金	22(a)	564,039	814,547

The notes on pages 109 to 243 form part of these consolidated financial statements.

第109至243頁的附註構成該等綜合財務報表的一部份。

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

綜合財務報表附註

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

1. GENERAL INFORMATION

APAC Resources Limited (the "Company") is incorporated in Bermuda as an exempted company with limited liability under the Companies Act 1981 of Bermuda (as amended) and its shares are listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). The addresses of the registered office and principal place of business of the Company are disclosed in the corporate information section of the annual report.

The Company is an investment holding company and its subsidiaries (collectively referred to as the "Group") are principally engaged in primary strategic investments, resource investment, commodity business, and principal investment and financial services.

The consolidated financial statements are presented in Hong Kong dollars ("HK\$"), which is also the functional and presentation currency of the Company. All values are rounded to the nearest thousand except when otherwise indicated.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of compliance

These financial statements have been prepared in accordance with all applicable Hong Kong Financial Reporting Standards ("HKFRSs"), which collective term includes all applicable individual HKFRSs, Hong Kong Accounting Standards ("HKASs") and Interpretations issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"), accounting principles generally accepted in Hong Kong and the disclosure requirements of the Hong Kong Companies Ordinance. These financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Significant accounting policies adopted by the Group are disclosed below.

The HKICPA has issued certain new and revised HKFRSs which are first effective or available for early adoption for the current accounting period of the Group. Note 4 provides information on any changes in accounting policies resulting from initial application of these developments to the extent that they are relevant to the Group for the current and prior accounting periods reflected in these financial statements.

1. 一般資料

亞太資源有限公司(「本公司」)根據百慕達一九八一年公司法(經修訂)在百慕達註冊成立為獲豁免有限公司,其股份在香港聯合交易所有限公司(「聯交所」)上市。本公司註冊辦事處及主要營業地點之地址已於年報內公司資料一節披露。

本公司為一間投資控股公司,連同其附屬公司(統稱「本集團」)主要從事主要策略性投資、資源投資、商品業務以及主要投資及金融服務。

綜合財務報表以港元(「港元」)(亦為本公司之功能及呈列貨幣)呈列。除另有指明外,所有數值已捨入至最近之千位數。

2. 主要會計政策

(a) 遵例聲明

此等財務報表乃按照所有適用之香港財務報告準則(「香港財務報告準則」)(即包括香港會計師公會(「香港會計師公會」)頒佈之所有適用個別香港財務報告準則、香港會計準則(「香港會計準則」)及詮釋之統稱)、香港公認會計原則及香港公司條例之披露規定而編製。此等財務報表亦符合香港聯合交易所有限公司證券上市規則之適用披露規定。下文披露本集團採用之主要會計政策概要。

香港會計師公會已頒佈若干新訂及經修訂香港財務報告準則,其於本集團之本會計期間首次生效或可供提早採納。首次應用該等與本集團有關之香港財務報告準則所引致當前和以往會計期間之會計政策變動,已反映於此等財務報表內,有關資料列載於附註4。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(b) Basis of preparation of the financial statements

The consolidated financial statements for the year ended 30 June 2020 comprise Group and the Group's interests in associates.

Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (the "functional currency").

The measurement basis used in the preparation of the financial statements is the historical cost basis except that the following assets and liabilities are stated at their fair value as explained in the accounting policies set out below:

Financial assets at fair value through profit or loss ("FVTPL") (note 2 (h))
Trade receivables designated at FVTPL (note 2 (h))
Trade payables designated at FVTPL (note 2 (i))

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(b) 財務報表編製基準

截至二零二零年六月三十日止年度之綜合財務報表涵蓋本集團及本集團於聯營公司的權益。

計入本集團各實體財務報表的項目已使用實體經營所在的主要經濟環境的貨幣(「功能貨幣」)計算。

在編製財務報表時所使用的計量基準為歷史成本基準,惟下列按其公平值呈列之資產及負債除外,有關會計政策解釋如下:

按公平值於損益賬處理(「按公平值於損益賬處理」)之金融資產(附註2(h))
指定按公平值於損益賬處理之貿易應收賬款(附註2(h))
指定按公平值於損益賬處理之貿易應付賬款(附註2(i))

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(b) Basis of preparation of the financial statements (Continued)

For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date
Level 2 valuations: Fair value measured using Level 2 inputs, i.e. observable inputs which fail to meet Level 1, and not using significant unobservable inputs. Unobservable inputs are inputs for which market data are not available
Level 3 valuations: Fair value measured using significant unobservable inputs

The preparation of financial statements in conformity with HKFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying amounts of assets and liabilities not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements made by management in the application of HKFRSs that have significant effect on the financial statements and major sources of estimation uncertainty are discussed in Note 3.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(b) 財務報表編製基準(續)

就財務報告而言,公平值計量根據公平值計量之輸入數據可觀察程度及輸入數據對公平值計量之整體重要性分類為第一級、第二級或第三級,載述如下:

第一級估值:僅使用第一級輸入數據(即於計量日期相同資產或負債於活躍市場的未經調整報價)計量的公平值
第二級估值:使用第二級輸入數據(即不符合第一級的可觀察輸入數據)且並非使用重大不可觀察輸入數據計量的公平值。不可觀察輸入數據為市場數據欠奉下的輸入數據
第三級估值:使用重大不可觀察輸入數據計量的公平值

在編製符合香港財務報告準則之財務報表時,管理層須作出會影響政策應用及所呈報資產、負債、收入及開支數額之判斷、估計及假設。有關估計及相關假設乃根據過往經驗及因應當時情況認為合理之多項其他因素而作出,其結果構成了在無法依循其他途徑即時得知資產與負債之賬面值時判斷該等賬面值之基礎。實際結果可能有別於所估計之數額。

各項估計及相關假設乃按持續基準審閱。倘會計估計之修訂僅影響某一期間,其影響將在該期間內確認;倘修訂對當前及未來期間均有影響,則將在作出修訂的期間及未來期間確認。

管理層於應用香港財務報告準則所作出對財務報表有重大影響之判斷及估計不確定因素之主要來源於附註3內討論。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(c) Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. When assessing whether the Group has power, only substantive rights (held by the Group and other parties) are considered.

An investment in a subsidiary is consolidated into the consolidated financial statements from the date that control commences until the date that control ceases. Intra-group balances, transactions and cash flows and any unrealised profits arising from intra-group transactions are eliminated in full in preparing the consolidated financial statements. Unrealised losses resulting from intra-group transactions are eliminated in the same way as unrealised gains but only to the extent that there is no evidence of impairment.

Changes in the Group's interests in existing subsidiaries

Changes in the Group's interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions, whereby adjustments are made to the amounts of controlling and non-controlling interests within consolidated equity to reflect the change in relative interests, but no adjustments are made to goodwill and no gain or loss is recognised.

When the Group loses control of a subsidiary, it is accounted for as a disposal of the entire interest in that subsidiary, with a resulting gain or loss being recognised in profit or loss. Any interest retained in that former subsidiary at the date when control is lost is recognised at fair value and this amount is regarded as the fair value on initial recognition of a financial asset or, when appropriate, the cost on initial recognition of an investment in an associate or joint venture.

In the Company's statement of financial position, an investment in a subsidiary is stated at cost less impairment loss (see note 2(k)), unless the investment is classified as held for sale (or included in a disposal group that is classified as held for sale).

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(c) 附屬公司

附屬公司指受本集團控制的公司。倘本集團具有承擔或享有參與有關實體所得之可變回報的風險或權利,並能透過其在該實體的權力影響該等回報,則本集團擁有該實體的控制權。當評估本集團是否具有該權力時,只會考慮(由本集團或其他人士持有之)實質權。

本集團於附屬公司的投資自控制開始日期起綜合入賬至綜合財務報表,直至該控制權終止為止。集團內部往來的結餘、集團內部交易及現金流及其產生的任何未變現溢利,均在編製綜合財務報表時全數抵銷。集團內部交易所產生的未變現虧損的抵銷方法與未變現收益相同,惟以並無減值證據為限。

本集團於現有附屬公司之權益變動

本集團於附屬公司不構成失去控制權之權益變動乃以股權交易列賬, 當中在綜合權益內控股權益及非控股權益之數額會被調整以反映相對權益之變動,惟商譽不予調整,損益亦不會被確認。

倘本集團失去附屬公司之控制權, 則以出售該附屬公司全部權益入賬,所產生之收益或虧損於損益確認。於失去控制權當日在該前附屬公司保留之任何權益按公平值確認,而此金額被視為於初步確認一項金融資產時之公平值,或(如適用)初步確認於一間聯營公司或合營企業之投資之成本。

本公司財務狀況表所示於附屬公司的投資,乃按成本減去減值虧損後入賬(見附註2(k)),除非投資分類為持作出售(或計入分類為持作出售的出售組別)。

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(d) Associates

An associate is an entity in which the Group or Company has significant influence, but not control or joint control, over its management, including participation in the financial and operating policy decisions.

An investment in an associate is accounted for in the consolidated financial statements under the equity method, unless it is classified as held for sale (or included in a disposal group that is classified as held for sale). Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Group's share of the acquisition-date fair values of the investee's identifiable net assets over the cost of the investment (if any). The cost of the investment includes purchase price, other costs directly attributable to the acquisition of the investment, and any direct investment into the associate that forms part of the Group's equity investment. Thereafter, the investment is adjusted for the post acquisition change in the Group's share of the investee's net assets and any impairment loss relating to the investment (see note 2(j)). Any acquisitiondate excess over cost, the Group's share of the post-acquisition, post-tax results of the investees and any impairment losses for the year are recognised in the consolidated statement of profit or loss, whereas the Group's share of the post-acquisition post-tax items of the investees' other comprehensive income is recognised in the consolidated statement of profit or loss and other comprehensive income.

When the Group's share of losses exceeds its interest in the associate, the Group's interest is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the investee. For this purpose, the Group's interest is the carrying amount of the investment under the equity method together with the Group's long-term interests that in substance form part of the Group's net investment in the associate (after applying the ECL model to such other long-term interests where applicable (see note 2(j)).

2. 主要會計政策(續)

(d) 聯營公司

聯營公司指本集團或本公司對其管理層有重大影響力(惟並非控制或共同控制),包括參與財務及經營決策之實體。

於聯營公司之投資按權益法於綜合財務報表入賬,除非該投資分類為持作出售(或計入分類為持作出售之出售組別)。根據權益法,投資初步按成本入賬,並按本集團應佔被投資公司於收購日期可識別淨資產之公平值超出投資成本之差額 (如有)作出調整。投資成本包括購買價、直接歸屬於收購投資的其他成本以及構成本集團股權投資一部份的任何於聯營公司的直接投資。其後,投資乃就本集團應佔被投資公司收購後之資產淨值變動及與投資有關之任何減值虧損作出調整 (見附註2(j))。收購日期超出成本之任何差額、本集團應佔被投資公司於收購後及除稅後業績以及年內任何減值虧損乃於綜合損益表內確認,而本集團應佔被投資公司其他全面收益的收購後及除稅後項目乃於綜合損益及其他全面收益表內確認。

當本集團應佔聯營公司之虧損超出其權益時,本集團之權益將減至零,並不再確認進一步虧損,惟本集團已承擔法律或推定責任,或代被投資公司付款之情況除外。就此而言,本集團之權益為根據權益法計算之投資賬面值,連同實質上構成本集團於聯營公司投資淨額一部份之本集團長期權益(就有關其他長期權益應用預期信貸虧損模式後,倘適用(見附註2(j))。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(d) Associates (Continued)

Unrealised profits and losses resulting from transactions between the Group and its associates are eliminated to the extent of the Group's interest in the investee, except where unrealised losses provide evidence of an impairment of the asset transferred, in which case they are recognised immediately in profit or loss.

If an investment in an associate becomes an investment in a joint venture or vice versa, retained interest is not remeasured. Instead, the investment continues to be accounted for under the equity method.

In all other cases, when the Group ceases to have significant influence over an associate, it is accounted for as a disposal of the entire interest in that investee, with a resulting gain or loss being recognised in profit or loss. Any interest retained in that former investee at the date when significant influence is lost is recognised at fair value and this amount is regarded as the fair value on initial recognition of a financial asset.

In the Company's statement of financial position, investments in associates are stated at cost less impairment losses, unless classified as held for sale (or included in a disposal group that is classified as held for sale).

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(d) 聯營公司(續)

本集團與其聯營公司間之交易所產生之未變現損益,乃以本集團於被投資公司之權益為限予以對銷,除非未變現虧損提供已轉讓資產之減值證據,在此情況下,則該等未變現虧損乃即時於損益中確認。

倘於一間聯營公司的投資變成於一間合營企業的投資,或反之亦然, 則保留權益不會重新計量。相反, 該投資繼續按權益法入賬。

於所有其他情況下,倘本集團不再對聯營公司有重大影響力,其乃被視作出售於該被投資公司之全部權益,而其盈虧將於損益中確認。任何在喪失重大影響力之日期仍保留在該前被投資公司之權益按公平值確認,而此金額被視為初步確認金融資產之公平值。

於本公司的財務狀況表中,於聯營公司的投資按成本減減值虧損呈列,除非分類為持作出售(或計入分類為持作出售的出售組別)。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(d) Associates (Continued)

Acquisition of additional interests in associates

Goodwill is recognised at acquisition date if there is excess of the consideration paid over the share of carrying amount of net assets attributable to the additional interests in associates acquired. Any excess of share of carrying amount of net assets attributable to the additional interests in associates acquired over the consideration paid are recognised in the profit or loss in the period in which the additional interest are acquired.

Disposal of partial interests in associates

For disposal of partial interests in an associate that does not result in the Group losing significant influence over the associate, the difference between the carrying amount of the associate attributable to the interests disposed of and the consideration is taken into account in the determination of the gain or loss on the disposal of partial interests. In addition, the Group accounts for amounts previously recognised in other comprehensive income in relation to that associate on the same basis as would be required if the associate had directly disposed of the related assets or liabilities. Therefore, the proportion of the gain or loss that had previously been recognised in other comprehensive income (i.e. exchange reserve and investment revaluation reserve) relating to that reduction in ownership interest is reclassified to profit or loss as if the associate has disposed of the related assets or liabilities proportionately.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(d) 聯營公司(續)

收購於聯營公司之額外權益倘已付代價超逾分佔所收購聯營公司額外權益應佔淨資產賬面值之部分,商譽會於收購日確認。倘分佔所收購聯營公司額外權益應佔淨資產賬面值之部分超逾已付代價,則超逾部分於收購額外權益期間在損益中確認。

出售聯營公司之部分權益

倘出售一間聯營公司之部分權益並不導致本集團對聯營公司失去重大影響力,則於釐定出售部分權益之收益或虧損時計入所出售權益應佔聯營公司賬面值與代價之差額。此外,本集團將先前於其他全面收益確認與該聯營公司有關之金額按該聯營公司直接出售相關資產或負債情況下規定應用之相同基準入賬。因此,先前於其他全面收益(即匯兌儲備及投資重估儲備)確認並與擁有權權益減少有關之損益部分將會重新分類至損益,猶如聯營公司已按比例出售相關資產或負債。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(e) Property, plant and equipment

The following items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses (see note 2(j)):

right-of-use assets arising from leases over leasehold properties where the Group is not the registered owner of the property interest; and
items of plant and equipment, including right-of-use assets arising from leases of underlying plant and equipment (see note 2(f)).

Depreciation is calculated to write off the cost of items of property, plant and equipment, less their estimated residual value, if any, using the straight line method over their estimated useful lives as follows:

Leasehold improvements,	Over the lease terms
furniture and fixtures
Office equipment	5 years
Computers	5 years
Motor vehicles	5 years

Where parts of an item of property, plant and equipment have different useful lives, the cost of the item is allocated on a reasonable basis between the parts and each part is depreciated separately. Both the useful life of an asset and its residual value, if any, are reviewed annually.

Historical cost includes expenditure that is directly attributable to the acquisition of the items. Cost may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(e) 物業、廠房及設備

以下物業、廠房及設備項目乃按成本減累計折舊及減值虧損列賬(見附註2(j)):

以租賃持有之物業且本集團並非該等物業權益的註冊擁有人所產生的使用權資產;及
廠房及設備項目,包括相關廠房及設備租賃所產生的使用權資產(見附註2(f))。

物業、廠房及設備項目的折舊是使用直線法按其預計可用年限沖銷其成本減估計剩餘價值(如有),計算方法如下:

租賃物業裝修、	按租賃期
傢俬及固定裝置
辦公室裝備	五年
電腦	五年
汽車	五年

當物業、廠房及設備項目之不同部份有不同使用年期時,項目之成本在不同部份之間按合理基準分配, 每個部份分開計算折舊。資產之可使用年期及其剩餘價值(如有)須每年檢討。

歷史成本包括收購該等項目直接應佔的開支。成本亦可包括來自因外幣購買物業、廠房及設備之合資格現金流量對沖而產生之任何盈利或虧損自權益轉出之部份。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(e) Property, plant and equipment (Continued)

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are recognised in profit or loss during the reporting period in which they are incurred.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains or losses arising from the retirement or disposal of an item of property, plant and equipment are determined as the difference between the net proceeds on disposal and the carrying amount of the item and are recognised in profit or loss on the date of retirement or disposal.

(f) Leased assets

At inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is conveyed where the customer has both the right to direct the use of the identified asset and to obtain substantially all of the economic benefits from that use.

As a lessee

Policy applicable from 1 July 2019

Where the contract contains lease component(s) and non-lease component(s), the Group has elected not to separate non-lease components and accounts for each lease component and any associated non-lease components as a single lease component for all leases.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(e) 物業、廠房及設備(續)

其後成本乃計入該資產的賬面值內或確認為獨立資產(按適用者,惟僅於與該項目有關的未來經濟利益可能將流入本集團及該項目的成本能可靠地計量的情況下)。以個別資產入賬的任何部份的賬面值會於替代時解除確認。所有其他維修及保養乃於其產生的報告期間於損益內確認。

倘資產的賬面值高於其估計可回收金額,則該資產之賬面值金額即時撇減至其可收回金額。

報廢或出售物業、廠房及設備項目所產生的損益以出售所得淨額與項目的賬面金額之間的差額釐定,並於報廢或出售當日在損益確認。

(f) 租賃資產

在合同訂立之時,本集團評估合同是否為租賃或者包含租賃。倘合同於一段時間內轉讓已識別資產的使用控制權以換取代價,則該合同為租賃或包含租賃。倘客戶已有權指示已識別資產的用途以及從該用途中獲得絕大部份經濟利益時,即表示控制權已轉讓。

作為承租人

自二零一九年七月一日起適用的政策

倘合約包含租賃部份及非租賃部份,本集團已選擇不區分非租賃部份,並就所有租賃將各租賃部份及任何相聯非租賃部份入賬為單一租賃部份。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(f) Leased assets (Continued)

As a lessee (Continued)

Policy applicable from 1 July 2019 (Continued)

At the lease commencement date, the Group recognises a rightof-use asset and a lease liability, except for short-term leases that have a lease term of 12 months or less and leases of lowvalue assets. When the Group enters into a lease in respect of a low-value asset, the Group decides whether to capitalise the lease on a lease-by-lease basis. The lease payments associated with those leases which are not capitalised are recognised as an expense on a systematic basis over the lease term.

Where the lease is capitalised, the lease liability is initially recognised at the present value of the lease payments payable over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, using a relevant incremental borrowing rate. After initial recognition, the lease liability is measured at amortised cost and interest expense is calculated using the effective interest method. Variable lease payments that do not depend on an index or rate are not included in the measurement of the lease liability and hence are charged to profit or loss in the accounting period in which they are incurred.

The right-of-use asset recognised when a lease is capitalised is initially measured at cost, which comprises the initial amount of the lease liability plus any lease payments made at or before the commencement date, and any initial direct costs incurred. Where applicable, the cost of the right-of-use assets also includes an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, discounted to their present value, less any lease incentives received. The right-of-use asset is subsequently stated at cost less accumulated depreciation and impairment losses (see notes 2(e) and 2(j)).

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(f) 租賃資產(續)

作為承租人(續) 自二零一九年七月一日起適用的政策(續)

於租賃開始日期,本集團確認使用權資產及租賃負債,惟租期為12個月或以下的短期租賃及低價值資產的租賃則除外。當本集團就低價值資產訂立租賃時,本集團按個別租賃基準決定是否將租賃資本化。與該等租賃有關的未資本化租賃付款於租期內系統化確認為開支。

如租賃資本化,租賃負債初次按租期內應付租賃付款的現值確認,並使用租賃內含利率(或如該利率無法即時釐定,則按有關增量借款利率)折現。於初次確認後,租賃負債以攤銷成本計量,利息開支則使用實際利率法計算。不取決於指數或利率的可變租賃付款並不計入租賃負債的計量,故於其產生之會計期間自損益扣除。

租賃資本化時確認的使用權資產初次按成本計量,包括租賃負債初次金額加開始日期當日或之前作出的任何租賃付款,以及所引致的任何初次直接成本。如適用,使用權資產成本亦包括在相關資產所在地拆除相關資產或恢復相關資產的估計成本,折現至其現值,減任何已收租賃獎勵。使用權資產其後按成本減累計折舊及減值虧損列賬(見附註2(e)及2(j))。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(f) Leased assets (Continued)

As a lessee (Continued)

Policy applicable from 1 July 2019 (Continued)

The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, or there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, or there is a change arising from the reassessment of whether the Group will be reasonably certain to exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group presents right-of-use assets that do not meet the definition of investment property in property, plant and equipment and presents lease liabilities separately in the statement of financial position.

Policy applicable prior to 1 July 2019

In the comparative period, as a lessee the Group classified leases as finance leases if the leases transferred substantially all the risks and rewards of ownership to the Group. Leases which did not transfer substantially all the risks and rewards of ownership to the Group were classified as operating leases, with the following exceptions:

property held under operating leases that would otherwise meet the definition of an investment property was classified as investment property on a property-by-property basis and, if classified as investment property, was accounted for as if held under a finance lease; and
land held for own use under an operating lease, the fair value of which could not be measured separately from the fair value of a building situated thereon at the inception of the lease, was accounted for as being held under a finance lease, unless the building was also clearly held under an operating lease. For these purposes, the inception of the lease was the time that the lease was first entered into by the Group, or taken over from the previous lessee.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(f) 租賃資產(續)

作為承租人(續) 自二零一九年七月一日起適用的政策(續)

當未來租賃付款因某一指數或比率變動而變更,或當本集團預期根據剩餘價值擔保估計應付的金額有變,或因重新評估本集團是否合理地確定將行使購買、續租或終止選擇權而產生變動,則會重新計量租賃負債。按此方式重新計量租賃負債時,使用權資產的賬面值將作相應調整,或倘使用權資產的賬面值已減至零,則於損益內列賬。

本集團將不符合投資物業定義的使用權資產呈列於物業、廠房及設備,而租賃負債則單獨呈列於財務狀況表。

二零一九年七月一日之前適用的政策

於比較期間,作為承租人,倘租賃將擁有權之絕大部份風險及回報轉移至本集團,本集團將其分類為融資租賃。擁有權的絕大部份風險及回報並未轉移至本集團的租賃則分類為經營租賃,惟以下情況除外:

根據經營租賃持有的物業若符合投資物業的定義,則按逐個基準分類為投資物業,及倘分類為投資物業,則視作根據融資租賃持有而入賬;及
根據經營租賃持有作自用的土地(其公平值無法與租賃開始時其上樓宇之公平值分開計量)入賬列作根據融資租賃所持土地,惟倘樓宇明確根據經營租賃持有則除外。因此,本集團之租賃自首次訂立租賃或自前任承租人接管時開始。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(f) Leased assets (Continued)

As a lessee (Continued)

Policy applicable prior to 1 July 2019 (Continued)

Where the Group acquired the use of assets under finance leases, the amounts representing the fair value of the leased asset, or, if lower, the present value of the minimum lease payments, of such assets were recognised as property, plant and equipment and the corresponding liabilities, net of finance charges, were recorded as obligations under finance leases. Depreciation was provided at rates which wrote off the cost of the assets over the term of the relevant lease or, where it was likely the Group would obtain ownership of the asset, the life of the asset, as set out in note 2(e). Impairment losses were accounted for in accordance with the accounting policy as set out in note 2(j). Finance charges implicit in the lease payments were charged to profit or loss over the period of the leases so as to produce an approximately constant periodic rate of charge on the remaining balance of the obligations for each accounting period. Contingent rentals were charged to profit or loss in the accounting period in which they were incurred.

Where the Group had the use of assets held under operating leases, payments made under the leases were charged to profit or loss in equal instalments over the accounting periods covered by the lease term, except where an alternative basis was more representative of the pattern of benefits to be derived from the leased asset. Lease incentives received were recognised in profit or loss as an integral part of the aggregate net lease payments made. Contingent rentals were charged to profit or loss in the accounting period in which they were incurred.

(g) Financial instruments

Financial assets and financial liabilities are recognised when a group entity becomes a party to the contractual provisions of the instrument. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(f) 租賃資產(續)

作為承租人(續) 二零一九年七月一日之前適用的政策(續)

倘本集團根據融資租賃獲得資產的使用權,則相當於租賃資產公平值或該等資產最低租賃付款之現值 (以較低者為準)的金額獲確認為物業、廠房及設備,而相應負債(不計融資費用)列為融資租賃責任。折舊在相關租期或資產的可用年限 (載於附註2(e))(倘本集團很可能取得資產之擁有權)內,按撇銷資產成本之比率計提。減值虧損已根據附註2(j)所載會計政策列賬。租賃付款之融資費用會於租期內計入損益,以計算各會計期間大致穩定的負債餘額的融資費用定期計費比率。或然租金於產生之會計期間自損益扣除。

倘本集團根據經營租賃使用資產, 則根據租約之付款將於租期所涵蓋之會計期間按均等分期金額計入損益,惟倘有其他方法可更清晰反映自租賃資產所得利益之情況,則另當別論。已收租賃津貼於損益確認為合共已付租賃付款淨額之組成部份。或然租金於產生之會計期間自損益扣除。

(g) 金融工具

金融資產及金融負債於集團實體訂立工具合約條文時確認。所有常規購買或出售金融資產均在交易日確認及取消確認。常規購買或出售為須在市場規則或慣例所設定的時間範圍內交付資產的購買或出售金融資產。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(g) Financial instruments (Continued)

Financial assets and financial liabilities are initially measured at fair value except for trade receivables arising from contracts with customers which are initially measured in accordance with HKFRS 15. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets or financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognised immediately in profit or loss.

The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating interest income and interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts and payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset or financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Interest which are derived from the Group's ordinary course of business are presented as revenue.

(h) Financial assets

Classification and subsequent measurement of financial assets

Financial assets that meet the following conditions are subsequently measured at amortised cost:

the financial asset is held within a business model whose objective is to collect contractual cash flows; and
the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(g) 金融工具(續)

金融資產及金融負債初次按公平值計量,惟來自客戶合約的貿易應收賬款則根據香港財務報告準則第15 號初次計量。收購或發行金融資產及金融負債(按公平值計入損益的金融資產或金融負債除外)的直接應佔交易成本於初次確認時計入或扣除自金融資產或金融負債的公平值(視適用情況而定)。收購按公平值計入損益的金融資產或金融負債的直接應佔交易成本即時於損益確認。

實際利率法為計算金融資產或金融負債的攤銷成本及按有關期間分配利息收入及利息開支的方法。實際利率為將金融資產或金融負債於其預計年期或(如適用)較短期間的估計未來現金收入及付款(包括已支付或收取並構成實際利率的組成部份的所有費用及點數、交易成本及其他溢價或折讓)確切貼現至於初次確認時的賬面淨值的利率。

本集團日常業務過程中產生的利息呈列為收益。

(h) 金融資產

金融資產的分類和其後計量

符合以下條件的金融資產其後按攤銷成本計量:

金融資產於目的為收取合約現金流量的商業模式內而持有; 及
合約條款於特定日期產生僅為支付本金及未償還本金利息的現金流量。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(h) Financial assets (Continued)

Classification and subsequent measurement of financial assets (Continued)

Financial assets that meet the following conditions are subsequently measured at fair value through other comprehensive income ("FVTOCI"):

the financial asset is held within a business model whose objective is achieved by both selling and collecting contractual cash flows; and
the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All other financial assets are subsequently measured at FVTPL, except that at the date of initial application of HKFRS 9/initial recognition of a financial asset the Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if that equity investment is neither held for trading nor contingent consideration recognised by an acquirer in a business combination to which HKFRS 3 "Business Combinations" applies.

A financial asset is held for trading if:

it has been acquired principally for the purpose of selling in the near term; or
on initial recognition it is a part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
it is a derivative that is not designated and effective as a hedging instrument.

In addition, the Group may irrevocably designate a financial asset that are required to be measured at the amortised cost or FVTOCI as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(h) 金融資產(續)

金融資產的分類和其後計量 (續)

符合以下條件的金融資產其後按公平值計入其他全面收益(「按公平值計入其他全面收益」)計量:

金融資產於通過銷售及收取合約現金流量為目的的商業模式內而持有;及
合約條款於特定日期產生僅為支付本金及未償還本金利息的現金流量。

所有其他金融資產其後按公平值計入損益計量,惟於首次應用香港財務報告準則第9號日期╱初次確認金融資產之日,倘股權投資並非持作買賣用途或收購方於香港財務報告準則第3號「業務合併」適用的業務合併確認的或然代價,則本集團可不可撤銷地選擇於其他全面收益中呈列有關股權投資公平值的其後變動。

倘符合下列條件,金融資產則持作買賣:

所收購的金融資產主要用於在短期內出售;或
於初次確認時,金融資產是作為本集團整合管理的已識別金融工具組合的一部份,且有近期實現短線套利模式;或
金融資產為衍生工具,但非指定為有效對沖工具。

此外,本集團可不可撤銷地指定須按攤銷成本計量或按公平值計入其他全面收益的金融資產為按公平值計入損益(倘若此舉可消除或顯著減少會計錯配)。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(h) Financial assets (Continued)

Classification and subsequent measurement of financial assets (Continued)

(i) Amortised cost and interest income

Interest income is recognised using the effective interest method for financial assets measured subsequently at amortised cost. Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial assets that have subsequently become creditimpaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset from the next reporting period. If the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset from the beginning of the reporting period following the determination that the asset is no longer credit-impaired.

(ii) Financial assets at FVTPL

Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI or designated as FVTOCI are measured at FVTPL.

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss. The net gain or loss recognised in profit or loss excludes any dividend or interest earned on the financial asset and is included in the "other gains and losses" line item in the consolidated statement of profit or loss.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(h) 金融資產(續)

金融資產的分類和其後計量 (續)

(i) 攤銷成本及利息收入

其後按攤銷成本計量的金融資產的利息收入乃使用實際利率法予以確認。利息收入乃對一項金融資產賬面總值應用實際利率予以計算,惟其後出現信貸減值的金融資產除外(見下文)。就其後出現信貸減值的金融資產而言,自下一報告期起,利息收入乃對金融資產攤銷成本應用實際利率予以確認。倘信貸減值金融工具的信貸風險好轉,使金融資產不再出現信貸減值,於釐定資產不再出現信貸減值後,自報告期開始起利息收入乃對金融資產賬面總值應用實際利率予以確認。

(ii) 按公平值計入損益的金融資產

不符合按攤銷成本或按公平值計入其他全面收益或指定為按公平值計入其他全面收益計量標準的金融資產,按公平值計入損益計量。

按公平值計入損益的金融資產於各報告期末的公平值計量, 任何公平值收益或虧損於損益內確認。於損益確認的收益或虧損淨額不包括就金融資產賺取的任何股息或利息,並計入綜合損益表「其他收益及虧損」項目。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(h) Financial assets (Continued)

Impairment of financial assets

The Group performs impairment assessment under expected credit loss ("ECL") model on financial assets (including pledged bank deposits, receivable from security brokers, other receivables, deposits, loan receivables, loan notes and bank balances) which are subject to impairment under HKFRS 9. The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition.

Lifetime ECL represents the ECL that will result from all possible default events over the expected life of the relevant instrument. In contrast, 12-month ECL ("12m ECL") represents the portion of lifetime ECL that is expected to result from default events that are possible within 12 months after the reporting date. Assessment are done based on the Group's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current conditions at the reporting date as well as the forecast of future conditions.

For the financial assets at amortised costs, the Group measures the loss allowance equal to 12m ECL, unless when there has been a significant increase in credit risk since initial recognition, the Group recognises lifetime ECL. The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(h) 金融資產(續)

金融資產減值

本集團根據預期信貸虧損(「預期信貸虧損」)模式對金融資產(包括已抵押銀行存款、應收證券經紀款項、其他應收賬款、按金、應收貸款、貸款票據及銀行結餘,其受限於香港財務報告準則第9號下的減值)進行減值評估。預期信貸虧損金額於各報告日期更新,以反映信貸風險自初次確認以來的變動。

全期預期信貸虧損指相關工具於預計年期內所有可能違約事件將產生的預期信貸虧損。相反,12個月預期信貸虧損(「12個月預期信貸虧損」)指於報告日期後12個月內可能發生的違約事件預計產生的該部份全期預期信貸虧損。評估乃根據本集團過往信貸虧損經驗為基礎,並就債務人特定因素、整體經濟狀況及報告日期當前及未來情況預測的評估作出調整。

對於按攤銷成本計量的金融資產, 本集團按12個月預期信貸虧損的相同金額計量虧損撥備,除非自首次確認以來信貸風險顯著上升,則本集團確認全期預期信貸虧損。評估全期預期信貸虧損應否予以確認乃基於自首次確認以來發生違約的可能性或風險顯著上升而釐定。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(h) Financial assets (Continued)

Impairment of financial assets (Continued)

(i) Significant increase in credit risk

In assessing whether the credit risk has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort.

In particular, the following information is taken into account when assessing whether credit risk has increased significantly:

an actual or expected significant deterioration in the financial instrument's external (if available) or internal credit rating;
significant deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor;
existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor's ability to meet its debt obligations;
an actual or expected significant deterioration in the operating results of the debtor;
an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor's ability to meet its debt obligations.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(h) 金融資產(續)

金融資產減值(續) (i) 信貸風險顯著上升

評估信貸風險自初次確認以來是否顯著上升時,本集團會比較金融工具於報告日期發生違約的風險與金融工具於初次確認日期發生違約的風險。評估時,本集團會考慮合理及可支持的定量及定性資料,包括過往經驗及毋須付出過多成本及努力獲取之前瞻性資料。

具體而言,評估信貸風險是否顯著上升時會考慮以下資料:

金融工具外部(如有)或內部信貸評級的實際或預期顯著惡化;
信貸風險的外部市場指標顯著惡化,例如債務人的信貸息差、信用違約掉期價格顯著上升;
商業、金融或經濟情況目前或預期有不利變動,預計將導致債務人償還債項的能力顯著下降;
債務人經營業績實際或預期顯著惡化;
債務人的監管、經濟或技術環境有實際或預計的重大不利變動,導致債務人償還債項的能力顯著下降。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(h) Financial assets (Continued)

Impairment of financial assets (Continued)

(i) Significant increase in credit risk (Continued)

Irrespective of the outcome of the above assessment, the Group presumes that the credit risk has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Group has reasonable and supportable information that demonstrates otherwise.

Despite the aforegoing, the Group assumes that the credit risk on a debt instrument has not increased significantly since initial recognition if the debt instrument is determined to have low credit risk at the reporting date. A debt instrument is determined to have low credit risk if i) it has a low risk of default, ii) the borrower has a strong capacity to meet its contractual cash flow obligations in the near term and iii) adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations. The Group considers a debt instrument to have low credit risk when it has an internal or external credit rating of 'investment grade' as per globally understood definitions.

The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(h) 金融資產(續)

金融資產減值(續)

(i) 信貸風險顯著上升(續)

不論上述評估之結果如何,當合約付款逾期超過30天,則本集團會假定信貸風險自初次確認以來已顯著增加,除非本集團具有合理且可支持之資料證明。

儘管有上文所述,倘債務工具於報告日期確定信貸風險為低,則本集團假設自初次確認以來債務工具的信貸風險並未顯著增加。倘i)其違約風險低;ii)借款人有強大能力於短期滿足其合約現金流量責任; 及iii)較長期的經濟及商業環境存在不利變動,可能會但未必削弱借款人履行其合約現金流量責任的能力,則債務工具的信貸風險釐定為低。倘債務工具內部或外部信貸評級為「投資級別」(按照全球理解的釋義),則本集團會視該債務工具的信貸風險為低。

本集團定期監察用於識別信貸風險是否大幅增加的標準的有效性,並於適當情況下對其進行修訂,以確保該等標準能夠於相關款項逾期前識別信貸風險的顯著上升。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(h) Financial assets (Continued)

Impairment of financial assets (Continued)

(ii) Definition of default

For internal credit risk management, the Group considers an event of default occurs when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any collaterals held by the Group).

Irrespective of the above, the Group considers that default has occurred when a financial asset is more than 90 days past due unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

(iii) Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:

(a) significant financial difficulty of the issuer or the borrower;
(b) a breach of contract, such as a default or past due event;
(c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;
(d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation;
(e) the disappearance of an active market for that financial asset because of financial difficulties; or
(f) the purchase or origination of a financial asset at a deep discount that reflects the incurred credit losses.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(h) 金融資產(續)

金融資產減值(續) (ii) 違約之定義

就內部信貸風險管理而言,倘內部制定或自外部來源取得的資料顯示債務人不可能悉數 (不計及本集團所持任何抵押品)償還其債權人(包括本集團),則本集團視作發生違約事件。

儘管上文所述,倘金融資產逾期超過90天,則本集團視為違約已經發生,惟本集團擁有合理及有依據資料顯示一項更滯後的違約標準更為合適,則另作別論。

(iii) 信貸減值金融資產

當發生一項或多項對金融資產估計未來現金流量有不利影響之事件時,金融資產出現信貸減值。金融資產信貸減值之證據包括有關以下事件之可觀察數據:

(a) 發行人或借款人陷入重大財務困難;
(b) 違反合約,如違約或逾期事件;
(c) 借款人之放款人因與借款人出現財務困難有關之經濟或合約理由而給予借款人在一般情況下放款人不予考慮之優惠條件;
(d) 借款人有可能破產或進行其他財務重組;
(e) 金融資產因出現財政困難而失去活躍的市場;或
(f) 以高折扣收購或產生金融資產,反映已產生信貸虧損。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(h) Financial assets (Continued)

Impairment of financial assets (Continued)

(iv) Write-off policy

The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, for example, when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Group's recovery procedures, taking into account legal advice where appropriate. A write-off constitutes a derecognition event. Any subsequent recoveries are recognised in profit or loss.

(v) Measurement and recognition of ECL

The measurement of ECL is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forwardlooking information. Estimation of ECL reflects an unbiased and probability-weighted amount that is determined with the respective risks of default occurring as the weights.

Generally, the ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and the cash flows that the Group expects to receive, discounted at the effective interest rate determined at initial recognition.

Interest income is calculated based on the gross carrying amount of the financial asset unless the financial asset is credit-impaired, in which case interest income is calculated based on amortised cost of the financial asset.

The Group recognises an impairment gain or loss in profit or loss for all financial instruments by adjusting their carrying amount.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(h) 金融資產(續)

金融資產減值(續) (iv) 撇銷政策

當有資料顯示對手方處於嚴重財務困難,且並無實際預期收回時(例如對手方已清盤或已進入破產程序),則本集團會撇銷金融資產。已撇銷的金融資產仍可能需要根據本集團的收回程序進行法律行動,惟需於適當時候聽取法律意見。撇銷構成終止確認事件。任何其後收回將於損益確認。

(v) 計量及確認預期信貸虧損

計量預期信貸虧損乃違約概率、違約損失率程度(即倘發生違約的損失程度)及違約風險的函數。違約概率及違約損失率程度的評估根據經前瞻性資料調整的歷史數據作出。預期信貸虧損的估算反映以各自發生違約的風險作加權釐定的公正及概率加權金額。

一般而言,預期信貸虧損乃根據合約應付本集團的所有合約現金流量與本集團預期將收取的所有現金流量間的差額估計,並按初次確認時釐定的實際利率貼現。

利息收入乃按金融資產之賬面總值計算,除非金融資產出現信貸減值,在此情況下,利息收入乃按金融資產之攤銷成本計算。

本集團通過調整賬面值於益損中就所有金融工具確認減值收益或虧損。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(h) Financial assets (Continued)

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

(i) Financial liabilities and equity

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company's own equity instruments.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(h) 金融資產(續)

取消確認金融資產

僅當從資產收取現金流量的合約權利屆滿或倘其轉讓金融資產及資產所有權的絕大部分風險及回報予另一實體,本集團方會取消確認該項金融資產。倘本集團並無轉讓或保留所有權的絕大部分風險及回報, 並繼續控制已轉讓資產,則本集團確認其於資產的保留權益及就其可能須支付的金額確認相關負債。倘本集團保留已轉讓金融資產所有權的絕大部分風險及回報,本集團繼續確認金融資產,亦會就已收所得款項確認有抵押借貸。

於取消確認按攤銷成本計量的金融資產時,資產賬面值與已收及應收代價總和之間的差額會在損益中確認。

(i) 金融負債及股本

分類為債務或股本

債務及股本工具按訂約安排之具體內容及金融負債與股本工具之定義分類為金融負債或股本。

股本工具

股本工具乃任何證明享有實體於扣除所有負債後之資產之剩餘權益之合約。本公司發行的股本工具已於已收所得款項(扣除直接發行成本) 內確認。

購回本公司自有股本工具已直接於權益確認及扣除。概無收益或虧損於購買、出售、發行或註銷本公司自有股本工具時在損益中確認。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(i) Financial liabilities and equity (Continued)

Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.

Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is (i) contingent consideration of an acquirer in a business combination to which HKFRS 3 applies, (ii) held for trading or (iii) it is designated as at FVTPL.

A financial liability is held for trading if:

it has been acquired principally for the purpose of repurchasing it in the near term; or
on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
it is a derivative, except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(i) 金融負債及股本(續) 金融負債

所有金融負債隨後以實際利息法按攤銷成本或按公平值計入損益計量。

按公平值於損益賬處理之金融負債

倘金融負債(i)為收購方於業務合併中的或然代價(適用於香港財務報告準則第3號),(ii)持作買賣或(iii)指定為按公平值於損益賬處理,則其分類為按公平值於損益賬處理。

若符合以下條件,則金融負債為持作買賣:

收購的主要目的為於短期內回購;或
初次確認時,其為本集團共同管理的一組已識別金融工具的一部分,且有短期盈利的近期實際模式;或
為衍生工具,不包括屬於財務擔保合約或指定及實際對沖工具的衍生工具。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(i) Financial liabilities and equity (Continued)

Financial liabilities at FVTPL (Continued)

A financial liability other than a financial liability held for trading or contingent consideration of an acquirer in a business combination may be designated as at FVTPL upon initial recognition if:

such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group's documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or
it forms part of a contract containing one or more embedded derivatives, and HKFRS 9 permits the entire combined contract to be designated as at FVTPL.

For financial liabilities that are designated as at FVTPL, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognised in other comprehensive income, unless the recognition of the effects of changes in the liability's credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. For financial liabilities that contain embedded derivatives, such as trade payables with commodity derivative, the changes in fair value of the embedded derivatives are excluded in determining the amount to be presented in other comprehensive income. Changes in fair value attributable to a financial liability's credit risk that are recognised in other comprehensive income are not subsequently reclassified to profit or loss; instead, they are transferred to accumulated profits upon derecognition of the financial liability.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(i) 金融負債及股本(續)

按公平值於損益賬處理之金融負債(續)

若符合以下條件,金融負債(持作買賣或收購方於業務合併中的或然代價之金融負債除外)可於初次確認時指定為按公平值於損益賬處理:

該指定消除或大幅減少可能出現之計量或確認方面之不一致性;或
該金融負債為一組金融資產或金融負債或兩者兼備之組合之一部分,而根據本集團制定之風險管理或投資策略,該項資產之管理及表現評估乃按公平值為基礎進行,而有關分組之資料乃按此基礎向內部提供; 或
其構成包含一項或多項嵌入衍生工具之合約之一部分,而香港財務報告準則第9號允許將整個組合合約指定為按公平值於損益賬處理。

就指定為按公平值於損益賬處理之金融負債而言,源自該負債信貸風險變動的金融負債公平值變動金額於其他全面收益確認,除非於其他全面收益確認負債信貸風險變動之影響會產生或擴大損益賬內之會計錯配,則作別論。就包含嵌入衍生工具之金融負債(例如包含商品衍生工具之貿易應付賬款)而言,嵌入衍生工具的公平值變動不會計入於其他全面收益呈列之金額。於其他全面收益所確認之金融負債信貸風險所產生公平值變動其後不會重新分類至損益,而是於取消確認金融負債後轉移至累計溢利。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(i) Financial liabilities and equity (Continued)

Financial liabilities at amortised cost

Financial liabilities including other payables and lease liabilities are subsequently measured at amortised cost, using the effective interest method.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

(j) Impairment of non-financial assets

Internal and external sources of information are reviewed at the end of each reporting period to identify indications that the following assets may be impaired or an impairment loss previously recognised no longer exists or may have decreased:

property, plant and equipment, including right-of-use assets;
interests in associates;
prepayments; and
investments in subsidiaries in the Company's statement of financial position.

If any such indication exists, the asset's recoverable amount is estimated.

– Calculation of recoverable amount

The recoverable amount of an asset is the greater of its fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where an asset does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the smallest group of assets that generates cash inflows independently (i.e. a cash-generating unit).

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(i) 金融負債及股本(續)

按攤銷成本計量的金融負債

金融負債(包括其他應付賬款以及租賃負債)隨後以實際利息法按攤銷成本計量。

取消確認金融負債

當及僅當本集團的義務解除、取消或到期時,本集團方會取消確認該項金融負債。取消確認的金融負債的賬面值與已付及應付的代價之間的差額會在損益中確認。

(j) 非金融資產減值

於每個報告期末均會審核內部及外部資料,以識別下列資產是否可能出現減值跡象或之前已確認之減值虧損是否不再存在或已減少:

物業、廠房及設備,包括使用權資產;
於聯營公司之權益;
預付款項;及
本公司財務狀況表內附屬公司之投資。

如果發現有減值跡象,則會估計該資產之可收回數額。

計算可收回數額

資產之可收回數額以公平值減出售成本和使用價值兩者中之較高數額為準。在評估使用價值時,會使用除稅前折讓率將估計未來現金流量折讓至現值。該折讓率反映市場當時所評估之貨幣時間價值和該資產之獨有風險。如果資產未能以大致獨立於其他資產之方式產生現金流入,則以可獨立產生現金流入之最小組別資產(即現金產生單位)來釐定可收回數額。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(j) Impairment of non-financial assets (Continued)

– Recognition of impairment losses

An impairment loss is recognised in profit or loss whenever the carrying amount of an asset, or the cash-generating unit to which it belongs, exceeds its recoverable amount. Impairment losses recognised in respect of cash-generating units are allocated to reduce the carrying amount of the assets in the unit (or group of units) on a pro rata basis, except that the carrying amount of an asset will not be reduced below its individual fair value less costs of disposal (if measurable) or value in use (if determinable).

– Reversals of impairment losses

An impairment loss is reversed if there has been a favourable change in the estimates used to determine the recoverable amount.

A reversal of an impairment loss is limited to the asset's carrying amount that would have been determined had no impairment loss been recognised in prior years. Reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognised.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(j) 非金融資產減值(續)

確認減值虧損

當資產或其所屬現金產生單位之賬面值超過其可收回數額, 則減值虧損於損益確認。有關現金產生單位確認之減值虧損按比例減少該單位(或一組單位)內資產的賬面金額,惟資產之賬面值不會減至低於其個別公平值減去出售成本(如可計量)或使用價值(如可釐定)。

減值虧損轉回

倘用以釐定可收回數額之估計出現有利轉變,則轉回減值虧損。

減值虧損之轉回僅限於資產之賬面值(在以往年度內並無確認任何減值虧損之情況下原應釐定者)。減值虧損之轉回在確認轉回之年度內撥入損益內處理。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(k) Derivative financial instruments

Derivatives are initially recognised at fair value at the date when derivative contracts are entered into and are subsequently remeasured to their fair value at the end of the reporting period. The resulting gain or loss is recognised in profit or loss unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

Embedded derivatives

Derivatives embedded in hybrid contracts that contain financial asset hosts within the scope of HKFRS 9 are not separated. The entire hybrid contract is classified and subsequently measured in its entirety as either amortised cost or fair value as appropriate.

Derivatives embedded in non-derivative host contracts that are not financial assets within the scope of HKFRS 9 are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.

Generally, multiple embedded derivatives in a single instrument that are separated from the host contracts are treated as a single compound embedded derivative unless those derivatives relate to different risk exposures and are readily separable and independent of each other.

(l) Inventories

Inventories are assets which are held for sale in the ordinary course of business.

Inventories are carried at the lower of cost and net realisable value.

Cost is calculated using the weighted average cost formula and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(k) 衍生金融工具

衍生工具初步以衍生工具合約簽訂日的公平值確認,其後則以報告期末的公平值重新計量。所產生的收益或虧損將在損益表內確認,除非該衍生工具是一項指定並有效的對沖工具,在此情況下,於損益表內確認的時間取決於對沖關係的性質。

嵌入衍生工具

包含屬於香港財務報告準則第9號範疇內的金融資產之混合合約內嵌之衍生工具不應拆分。整份混合合約分類為及其後作為整體按攤銷成本或公平值(視乎情況而定)計量。

就並非香港財務報告準則第9號範疇內的金融資產之非衍生工具主合約內嵌之衍生工具而言,倘其符合衍生工具的定義、其風險及特點與主合約的風險及特點並無緊密關聯,且主合約並非按公平值於損益賬處理,則視作單獨的衍生工具。

整體而言,與主合約分開的單一工具中的多個嵌入衍生工具,乃作為單一複合嵌入衍生工具處理,除非該等衍生工具涉及不同風險及可隨時分拆及彼此之間獨立。

(l) 存貨

存貨為於日常業務過程中持有以供銷售的資產。

存貨以成本及可變現淨值兩者中之較低數額入賬。

成本以加權平均成本法計算,其中包括所有採購成本、加工成本及將存貨運至目前地點和變成現狀之其他成本。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(l) Inventories (Continued)

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The amount of any writedown of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the writedown or loss occurs. The amount of any reversal of any writedown of inventories is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.

(m) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are also included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows. Cash and cash equivalents are assessed for expected credit losses ("ECLs") in accordance with the policy set out in note 2(h).

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(l) 存貨(續)

可變現淨值是以日常業務過程中之估計售價減去完成生產及銷售所需之估計成本後所得之數額。

所有出售存貨之賬面值在相關收入確認之期間內確認為支出。任何存貨撇減至可變現淨值之數額及存貨之所有虧損,均在出現撇減或虧損之期間內確認為支出。存貨之任何撇減轉回之數額,均在出現轉回之期間內確認為已列作支出之存貨數額減少。

(m) 現金及現金等價物

現金及現金等價物包括銀行及手頭現金、銀行及其他金融機構的活期存款以及購入後於三個月內到期可隨時轉換為已知金額現金的短期高流通性並且價值改變風險不大的投資。在編製綜合現金流量表時,現金及現金等價物亦包括須按要求償還及構成本集團現金管理一部份的銀行透支。現金及現金等價物根據附註2(h)所載政策評估預期信貸虧損(「預期信貸虧損」)。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(n) Employee benefits

(i) Short term employee benefits and contributions to defined contribution retirement plans

Salaries, annual bonuses, paid annual leave, contributions to defined contribution retirement plans and the cost of non-monetary benefits are accrued in the year in which the associated services are rendered by employees. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values.

(ii) Termination benefits

Termination benefits are recognised at the earlier of when the Group can no longer withdraw the offer of those benefits and when it recognises restructuring costs involving the payment of termination benefits.

(o) Income tax

Income tax for the year comprises current tax and movements in deferred tax assets and liabilities. Current tax and movements in deferred tax assets and liabilities are recognised in profit or loss except to the extent that they relate to items recognised in other comprehensive income or directly in equity, in which case the relevant amounts of tax are recognised in other comprehensive income or directly in equity, respectively.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years.

Deferred tax assets and liabilities arise from deductible and taxable temporary differences respectively, being the differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. Deferred tax assets also arise from unused tax losses and unused tax credits.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(n) 僱員福利

(i) 短期僱員福利及定額供款退休計劃供款

薪金、年度花紅、有薪年假、定額供款退休計劃供款及非貨幣福利成本會在僱員提供相關服務之年度內計提。倘延遲付款或清償會產生重大影響,則有關金額按其現值列賬。

(ii) 終止福利

終止福利於本集團不再能取消提供該等福利時及於本集團確認涉及支付終止福利之重組成本時(以較早者為準)確認。

(o) 所得稅

本年度所得稅包括本期所得稅及遞延所得稅資產和負債的變動。本期所得稅及遞延所得稅資產和負債的變動均在損益內確認,但與確認為其他全面收益或直接確認為權益項目相關的稅項,則分別於其他全面收益或直接於權益確認。

本期所得稅是按本年度應課稅收入根據已執行或在報告期末實質上已執行的稅率計算的預期應付稅項, 加上以往年度應付稅項的任何調整。

遞延所得稅資產和負債分別由可抵扣和應課稅暫時差異產生。暫時差異是指資產和負債在財務報表上的賬面金額與這些資產和負債的計稅基礎的差異。遞延所得稅資產也可以由未利用所得稅虧損和未利用所得稅抵免產生。

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(o) Income tax (Continued)

Apart from certain limited exceptions, all deferred tax liabilities, and all deferred tax assets to the extent that it is probable that future taxable profits will be available against which the asset can be utilised, are recognised. Future taxable profits that may support the recognition of deferred tax assets arising from deductible temporary differences include those that will arise from the reversal of existing taxable temporary differences, provided that those differences relate to the same taxation authority and the same taxable entity, and are expected to reverse either in the same period as the expected reversal of the deductible temporary differences or in periods into which a tax loss arising from the deferred tax asset can be carried back or forward. The same criteria are adopted when determining whether existing taxable temporary differences support the recognition of deferred tax assets arising from unused tax losses and credits, that is, those differences are taken into account if they relate to the same taxation authority and the same taxable entity, and are expected to reverse in a period, or periods, in which the tax loss or credit can be utilised.

The limited exceptions to recognition of deferred tax assets and liabilities are those temporary differences arising from the initial recognition of assets or liabilities that affect neither accounting nor taxable profit (provided they are not part of a business combination), and temporary differences relating to investments in subsidiaries to the extent that, in the case of taxable differences, the Group controls the timing of the reversal and it is probable that the differences will not reverse in the foreseeable future, or in the case of deductible differences, unless it is probable that they will reverse in the future.

The amount of deferred tax recognised is measured based on the expected manner of realisation or settlement of the carrying amount of the assets and liabilities, using tax rates enacted or substantively enacted at the end of the reporting period. Deferred tax assets and liabilities are not discounted.

2. 主要會計政策(續)

(o) 所得稅(續)

除若干有限之例外情況外,所有遞延所得稅負債和遞延所得稅資產 (只限於未來可能有應課稅溢利予以抵銷之資產)都會確認。支持確認由可抵扣暫時差異所產生遞延所得稅資產的未來應課稅溢利包括因轉回目前存在的應課稅暫時差異而產生的數額;但這些轉回的差異必須與同一稅務機關及同一應課稅實體有關,並預期在可抵扣暫時差異預計轉回的同一期間或(致遞延所得稅資產產生之)所得稅虧損可向後期或向前期結轉的期間內轉回。在決定目前存在的應課稅暫時差異是否足以支持確認由未利用所得稅虧損和抵免所產生的遞延所得稅資產時,亦會採用同一準則,即差異是否與同一稅務機關及同一應稅實體有關,並是否預期在能夠使用該等所得稅虧損或抵免的同一期間內轉回。

確認遞延所得稅資產及負債之有限例外情況為初次確認不影響會計或應課稅溢利之資產或負債所產生之暫時性差異(屬於業務合併之一部份則除外);以及有關投資附屬公司之暫時性差異(如屬應課稅差異,只限於本集團可以控制轉回之時間,而且在可預見將來不大可能轉回之暫時差異;或如屬可抵扣差異,則只限於很可能在將來轉回之差異)。

已確認的遞延所得稅金額是按照預期變現或清償資產和負債賬面金額之方式,按報告期末有效或基本上有效之稅率計算。遞延所得稅資產和負債均不貼現計算。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(o) Income tax (Continued)

The carrying amount of a deferred tax asset is reviewed at the end of each reporting period and is reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow the related tax benefit to be utilised. Any such reduction is reversed to the extent that it becomes probable that sufficient taxable profits will be available.

Additional income taxes that arise from the distribution of dividends are recognised when the liability to pay the related dividends is recognised.

Current tax balances and deferred tax balances, and movements therein, are presented separately from each other and are not offset. Current tax assets are offset against current tax liabilities, and deferred tax assets against deferred tax liabilities, if the Company or the Group has the legally enforceable right to set off current tax assets against current tax liabilities and the following additional conditions are met:

in the case of current tax assets and liabilities, the Company or the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously; or
in the case of deferred tax assets and liabilities, if they relate to income taxes levied by the same taxation authority on either:
the same taxable entity; or
different taxable entities, which, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered, intend to realise the current tax assets and settle the current tax liabilities on a net basis or realise and settle simultaneously.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(o) 所得稅(續)

本集團會在各報告期末審閱遞延所得稅資產的賬面金額。如果本集團預期不再可能獲得足夠的應課稅溢利以利用相關的稅務利益,該遞延所得稅資產的賬面金額便會調低; 但是如果日後又可能獲得足夠的應課稅溢利,有關減額便會轉回。

分派股息所產生的額外所得稅於支付相關股息的負債確認時確認。

本期所得稅和遞延所得稅結餘及其變動會分開列示,並且不予抵銷。倘若本公司或本集團有法定行使權以本期所得稅資產抵銷本期所得稅負債,並且符合以下附帶條件的情況下,則本期所得稅資產可抵銷本期所得稅負債,及遞延所得稅資產則可抵銷遞延所得稅負債:

就本期所得稅資產和負債而言,本公司或本集團計劃按淨額基準結算,或同時變現該資產和清償該負債;或
就遞延所得稅資產和負債而言,這些資產和負債必須與同一稅務機關就以下其中一項徵收的所得稅有關:
同一應課稅實體;或
不同的應課稅實體,這些實體計劃在日後每個預計有大額遞延所得稅負債需要清償或大額遞延所得稅資產可以收回的期間內, 按淨額基準變現本期所得稅資產和清償本期所得稅負債,或同時變現該資產和清償該負債。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(p) Provisions, contingent liabilities and onerous contracts

(i) Provision and contingent liabilities

Provisions are recognised when the Group has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

(ii) Onerous contracts

An onerous contract exists when the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract. Provisions for onerous contracts are measured at the present value of the lower of the expected cost of terminating the contract and the net cost of continuing with the contract.

(q) Revenue and other income

Income is classified by the Group as revenue when it arises from the sale of goods or the provision of services in the ordinary course of the Group's business.

Revenue is recognised when a performance obligation is satisfied, i.e. when control over a product or service is transferred to the customer, underlying the particular performance obligation at the amount of promised consideration to which the Group is expected to be entitled, excluding those amounts collected on behalf of third parties. Revenue excludes value added tax or other sales taxes and is after deduction of any trade discounts.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(p) 撥備、或然負債及虧損性合約

(i) 撥備及或然負債

倘本集團須就過往事件承擔法律或推定責任,而履行該責任有可能導致經濟利益流出且能對金額作出可靠估計,則確認撥備。倘金錢時間價值屬重大,則撥備按預期履行責任的開支現值列示。

倘需要經濟利益流出的可能性不大,或金額無法可靠地估計,則有關責任將披露為或然負債,除非經濟利益流出的可能性微乎其微。可能出現的責任(其存在與否取決於一項或多項未來事件是否發生)亦披露為或然負債,除非經濟利益流出的可能性微乎其微。

(ii) 虧損性合約

倘本集團訂有合約而合約下為達成義務必須支付的成本超出預期將自合約收到的經濟利益時,則為虧損性合約。虧損性合約撥備按終止合約的預期成本及繼續合約的成本淨額的較低者的現值計量。

(q) 收益及其他收入

當收入於本集團日常業務過程中因銷售貨品或提供服務而產生時,本集團將收入分類為收益。

收益在履約責任達成時,即當特定履約責任的相關產品或服務的控制權按本集團預期有權獲取的承諾代價金額(不包括代表第三方收取的金額)轉移至客戶時確認。收益不包括增值稅或其他銷售稅,並經扣除任何貿易折扣。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(q) Revenue and other income (Continued)

A performance obligation represents a good or service (or a bundle of goods or services) that is distinct or a series of distinct goods or services that are substantially the same.

Control is transferred over time and revenue is recognised over time by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:

the customer simultaneously receives and consumes the benefits provided by the Group's performance as the Group performs;
the Group's performance creates or enhances an asset that the customer controls as the Group performs; or
the Group's performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date.

Otherwise, revenue is recognised at a point in time when the customer obtains control of the distinct good or service.

Principal versus agent

When another party is involved in providing goods or services to a customer, the Group determines whether the nature of its promise is a performance obligation to provide the specified goods or services itself (i.e. the Group is a principal) or to arrange for those goods or services to be provided by the other party (i.e. the Group is an agent).

The Group is a principal if it controls the specified good or service before that good or service is transferred to a customer.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(q) 收益及其他收入(續)

履約責任指一項明確貨品及服務 (或一批貨品或服務)或一系列大致相同的明確貨品或服務。

倘符合以下其中一項條件,則控制權為隨時間轉移,而收益則參考相關履約責任的完成進度隨時間確認:

客戶於本集團履約時同時收取及消耗本集團履約所提供的利益;
本集團的履約創建或增強客戶於本集團履約時控制的資產; 或
本集團的履約未創建對本集團具有替代用途的資產,而本集團有強制執行權利收取至今已履約部份的款項。

否則,收益於客戶獲得明確貨品或服務之控制權時確認。

委託人相對代理人

當另一方從事向客戶提供商品或服務,本集團釐定其承諾的性質是否為提供指定商品或服務本身的履約責任(即本集團為委託人)或安排由另一方提供該等商品或服務(即本集團為代理人)。

倘本集團在向客戶轉讓商品或服務之前控制指定商品或服務,則本集團為委託人。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(q) Revenue and other income (Continued)

Principal versus agent (Continued)

The Group is an agent if its performance obligation is to arrange for the provision of the specified good or service by another party. In this case, the Group does not control the specified good or service provided by another party before that good or service is transferred to the customer. When the Group acts as an agent, it recognises revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified goods or services to be provided by the other party.

Where the contract contains a financing component which provides a significant financing benefit to the customer for more than 12 months, revenue is measured at the present value of the amount receivable, discounted using the discount rate that would be reflected in a separate financing transaction with the customer, and interest income is accrued separately under the effective interest method. Where the contract contains a financing component which provides a significant financing benefit to the Group, revenue recognised under that contract includes the interest expense accreted on the contract liability under the effective interest method. The Group takes advantage of the practical expedient in paragraph 63 of HKFRS 15 and does not adjust the consideration for any effects of a significant financing component if the period of financing is 12 months or less.

Further details of the Group's revenue and other income recognition policies are as follows:

(i) Sale of goods

The Group recognises revenue from the sale of commodities (i.e. iron ore) in the period that the performance obligations are satisfied which refers to delivery of the goods to the destination specified by the customers. The destination may be the destination port or the customer's premises. The quantity of commodities as specified in each sales contract is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated. Performance obligations are satisfied at a point in time once control of the commodities have been transferred to the customers. The customers have obtained control on the commodities through their ability to direct the use of and obtain substantially all the benefits from the commodities.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(q) 收益及其他收入(續)

委託人相對代理人(續)

倘本集團的履行義務為安排另一方提供指定的商品或服務,則本集團為代理人。在此情況下,在將商品或服務轉讓予客戶之前,本集團不控制另一方提供的指定商品或服務。當本集團為代理人時,應就為換取另一方安排提供的指定商品或服務預期有權取得的任何收費或佣金的金額確認收益。

倘合約中包含為客戶提供超過12 個月的重大融資利益的融資部份, 則收益按應收金額的現值計量,並使用與客戶的單獨融資交易中反映的貼現率貼現,而利息收入按實際利率法單獨累計。倘合約中包含為本集團提供重大融資利益的融資部份,則根據該合約確認的收益包括按實際利率法計算的合約負債所產生的利息開支。本集團運用香港財務報告準則第15號第63段的可行權宜方法,當融資期限為12個月或以下時,則不會就重大融資部份的任何影響調整代價。

有關本集團收益及其他收入確認政策的進一步詳情如下:

(i) 銷售貨品

本集團於履行責任期間確認商品(即鐵礦石)銷售收益,該等履約責任指貨品交付至客戶指定的目的地。目的地可能是目的地港口或客戶的物業。各銷售合約規定之商品數量為可獨立識別,並指交易價分配的獨特履約責任。一旦商品的控制權轉移給客戶,履約責任就會在某個時間點獲達成。客戶通過指示商品用途並從商品中獲得絕大部分利益獲得對商品的控制。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(q) Revenue and other income (Continued)

(i) Sale of goods (Continued)

Provisional pricing arrangements in relation to trading of commodities

For trading of commodities, the sales price is determined on a provisional basis at the date of sale, as the final sales price is subject to (a) final assay for the quality and quantity of commodities after discharge and (b) movements in prevailing spot prices up to the date of final pricing, normally within the month at which the commodities are delivered to customers (i.e. quotation period). Revenue on provisionally priced sales is recognised based on the estimated quality and quantity of commodities and fair value of the total consideration receivable.

The Group estimates the amount of the variable consideration of trading of commodities to which it will be entitled using the most likely amount as it better predicts the amount of consideration to which the Group will be entitled. The estimated amount of variable consideration is included in the transaction price only to the extent that it is highly probable that such an inclusion will not result in a significant revenue reversal in the future when the uncertainty associated with the variable consideration is subsequently resolved. At the end of each reporting period, the Group updates the estimated transaction price (including updating its assessment of whether an estimate of variable consideration is constrained) to represent faithfully the circumstances present at the end of the reporting period and the changes in circumstances during the reporting period.

Adjustment to the sales price occurs based on movements in prevailing spot prices up to the completion of quotation period and, thus, the revenue adjustment mechanism has the characteristic of a commodity derivative. Accordingly, the fair value of the total consideration receivable subject to the final sales price adjustment is re-estimated continuously by reference to prevailing spot prices and the changes in fair value are recognised in profit or loss. Such fair value adjustments do not form part of the revenue recognised from contracts with customers but included in "other gains and losses" line item in these consolidated financial statements. These trade receivables are governed under HKFRS 9 "Financial Instruments" and are recognised at fair value through profit or loss.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(q) 收益及其他收入(續)

(i) 銷售貨品(續)

有關商品貿易臨時定價安排

就商品貿易而言,由於在截至最終定價日(通常於商品交付客戶當月內,即報價期),(a) 最終售價會根據卸貨後對商品質量及數量的最終檢測以及(b) 通行現貨價格波動作出調整, 故售價為銷售日期臨時釐定。臨時定價銷售之收益乃基於估計商品質量及數量以及應收總代價公平值確認。

本集團使用最有可能收取金額 (因其能更準確預測本集團將有權收取的代價金額)以估計其將有權收取的商品貿易的變量代價金額。只有於變量代價相關不明朗因素其後得以解決且變量代價計入交易價格很大機會不會導致日後出現大額收益撥回時,估計變量代價金額方會計入交易價格。於各報告期結束時,本集團會更新估計交易價格(包括更新其對估計變量代價是否受限所作出的評估),以真實反映於報告期結束時的現況及於報告期間的狀況變動。

售價按截至報價期完成時現行現貨價之變動作出調整,因此,收益調整機制具有商品衍生工具的特性。因此,存在最終售價調整的應收總代價之公平值將參照現行現貨價持續重估,而公平值之變動於損益中確認。該等公平值調整並不構成客戶合約確認收益之一部份但計入綜合財務報表「其他收益及虧損」一項。該等貿易應收賬款適用香港財務報告準則第9號「金融工具」並按公平值於損益賬確認。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(q) Revenue and other income (Continued)

(ii) Interest income

Interest income is recognised as it accrues under the effective interest method using the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of the financial asset. For financial assets measured at amortised cost that are not credit impaired, the effective interest rate is applied to the gross carrying amount of the asset. For credit-impaired financial assets, the effective interest rate is applied to the amortised cost (i.e. gross carrying amount net of loss allowance) of the asset (see note 2(h)).

(iii) Dividend income

Dividend income from unlisted investments is recognised when the shareholders' rights to receive payment have been established. Dividend income from listed investments is recognised when the share price of the investment goes exdividend.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(q) 收益及其他收入(續)

(ii) 利息收入

利息收入於產生時以實際利率法使用透過金融資產的預計年限內的估計未來現金收入準確貼現至金融資產的總賬面值的利率確認。就按攤銷成本計量且並未出現信貸減值的金融資產而言,將實際利率應用於該資產的賬面總值。就出現信貸減值的金融資產而言,實際利率適用於資產的攤銷成本(即扣除虧損撥備的總賬面值)(見附註2(h))。

(iii) 股息收入

非上市投資的股息收入於股東收取款項的權利確立時確認。上市投資的股息收入在投資的股價除息時確認。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(r) Translation of foreign currencies

Foreign currency transactions during the year are translated at the foreign exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates ruling at the end of the reporting period. Exchange gains and losses are recognised in profit or loss.

Non-monetary assets and liabilities measured in terms of historical cost in a foreign currency are translated using the foreign exchange rates ruling at the transaction dates. The transaction date is the date on which the Group initially recognises such non-monetary assets or liabilities.

Non-monetary assets and liabilities denominated in foreign currencies stated at fair value are translated using the foreign exchange rates ruling at the dates the fair value is measured.

The results of foreign operations are translated into HK\$ at the exchange rates approximating the foreign exchange rates ruling at the dates of the transactions. Statement of financial position items are translated into HK\$ at the closing foreign exchange rates at the end of the reporting period. The resulting exchange differences are recognised in other comprehensive income and accumulated separately in equity in the exchange reserve.

On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(r) 外幣換算

年內外幣交易乃按於交易日適用之外幣匯率換算。以外幣計值之貨幣資產及負債乃按於報告期末適用之外幣匯率換算。匯兌收益及虧損乃於損益內確認。

以外幣的歷史成本計量之非貨幣資產及負債乃使用於交易日適用之外幣匯率換算。交易日為本集團初步確認該等非貨幣資產或負債之日期。

按公平值列賬之外幣計值之非貨幣資產及負債乃使用於計量公平值當日適用之外幣匯率換算。

海外業務業績乃按與交易日適用之外幣匯率相若之匯率換算為港元。財務狀況表之項目按報告期末之收市外幣匯率換算成港元。所產生之匯兌差額乃於其他全面收益內確認,並單獨於權益之匯兌儲備內累計。

出售海外業務時(即出售本集團於海外業務之全部權益、或出售涉及失去包括海外業務之附屬公司之控制權,或部分出售包括海外業務之聯營公司之權益而其保留權益成為金融資產),本公司股東就該業務應佔的所有於權益累計的匯兌差額乃重新分類至損益。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(r) Translation of foreign currencies (Continued)

In addition, in relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non- controlling interests and are not recognised in profit or loss. For all other partial disposals (i.e. partial disposals of associates that do not result in the Group losing significant influence), the proportionate share of the accumulated exchange differences is reclassified to profit or loss.

(s) Borrowing costs

Borrowing costs that are directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of that asset. Other borrowing costs are expensed in the period in which they are incurred.

The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or complete.

(t) Related parties

a) A person, or a close member of that person's family, is related to the Group 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 the Group's parent.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(r) 外幣換算(續)

此外,就部份出售一間附屬公司, 惟並未導致本集團失去對該附屬公司的控制權而言,按比例分佔的累計匯兌差額乃重新計入非控股權益,而並不於損益內確認。就所有其他部分出售(即部分出售聯營公司,惟並無導致本集團失去重大影響力)而言,按比例分佔累計匯兌差額重新分類至損益。

(s) 借貸成本

收購、建設或生產需要一段較長時間方可達致擬定用途或出售之資產直接應佔之借貸成本會撥充資本, 作為該等資產之部份成本。其他借貸成本於產生期間支銷。

資本化借貸成本作為合資格資產的成本的一部份於資產產生開支、產生借貸成本及進行使資產達致其擬定用途或出售的必要準備工作期間開始。借貸成本的資本化於進行使合資格資產達致其擬定用途或出售的絕大部份必要活動中止或完成時暫停或不再進行。

(t) 關聯方

a) 倘屬以下人士,即該人士或該人士家族的緊密成員與本集團有關聯:
i) 控制或共同控制本集團;
ii) 對本集團有重大影響力; 或
iii) 擔任本集團或本集團母公司的主要管理層成員。

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(t) Related parties (Continued)

b) An entity is related to the Group if any of the following conditions applies:
i) The entity and the Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).
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) Both entities 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.
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).
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 Group's parent.

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. 主要會計政策(續)

(t) 關聯方(續)

b) 倘符合下列任何條件,則實體與本集團有關聯:
i) 該實體與本集團屬同一集團的成員公司(即各母公司、附屬公司及同系附屬公司彼此之間有關連)。
ii) 一間實體為另一間實體的聯營公司或合營公司(或另一實體為成員公司的集團旗下成員公司的聯營公司或合營公司)。
iii) 兩間實體均為同一第三方的合營公司。
iv) 一間實體為第三方實體的合營公司,而另一實體為該第三方實體的聯營公司。
v) 該實體是以本集團或本集團關連實體的僱員為受益人的離職後福利計劃。
vi) 該實體受(a)所識別人士控制或受共同控制。
vii) (a)(i)項所識別人士對該實體有重大影響力或屬該實體(或該實體的母公司)的主要管理人員。
viii) 向本集團或本集團的母公司提供主要管理人員服務的實體或其所屬集團的任何成員公司。

有關人士家族的緊密成員為預期可在與實體進行交易時對該人士有重大影響力或受其重大影響的家族成員。

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(u) Segment reporting

Operating segments, and the amounts of each segment item reported in the financial statements, are identified from the financial information provided regularly to the Group's executive directors (the chief operating decision maker) for the purposes of allocating resources to, and assessing the performance of, the Group's various lines of business and geographical locations.

Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics and are similar in respect of the nature of products and services, the nature of production processes, the type or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Operating segments which are not individually material may be aggregated if they share a majority of these criteria.

3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of the Group's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future.

2. 主要會計政策(續)

(u) 分部報告

經營分部及財務報表呈報的各分部項目金額與定期提供予本集團執行董事(主要營運決策者)的財務資料區分開來,以向本集團的各業務系列及地區營運分配資源並評估其表現。

就財務報告而言,個別重大的經營分部並不予以合算,除非該等分部具有相似經濟特性,以及就產品及服務性質、生產程序性質、客戶類別或種類、用以分銷產品或提供服務的方式及監管環境的性質方面相似,則另當別論。倘符合大部份該等條件,並非個別重大的經營分部可予以合算。

3. 主要會計判斷及估計

編製本集團的財務報表要求管理層作出判斷、估計及假設,該等判斷、估計及假設將對收益、開支、資產及負債的呈報金額及其相關披露以及或然負債的披露造成影響。該等假設及估計的不確定因素可能導致日後須就受影響的資產或負債的賬面金額進行重大調整。

3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (Continued) 3. 主要會計判斷及估計(續)

(a) Critical accounting judgements

Impairment of financial assets

The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group's past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

(b) Key sources of estimation uncertainty

(i) Estimated impairment loss of the Group's interest in MGX (as defined in note 16)

Determining whether impairment loss should be recognised in relation to interest in MGX requires an estimation of the recoverable amount of the interest in MGX which is the higher of value in use and fair value less costs of disposal. The value in use calculation requires the management of the Group to estimate the present value of the future cash flows expected to arise from dividends of MGX which is estimated based on the cash flows from the operations of MGX and the proceeds on the ultimate disposal of MGX taking into account the estimated future prices and production volume of hematite iron ores of MGX, a suitable discount rate and historical dividend payout ratio of MGX. The fair value less costs of disposal of MGX has been determined based on the closing price of shares of MGX listed on the Australian Securities Exchange ("ASX"). Where the actual cash flows are less or more than expected or upon the management's revision of estimated cash flows for the purpose of determining the value in use due to changes in conditions, facts and circumstances, the recoverable amount may change and a material reversal or further recognition of impairment loss may arise, which would be recognised in profit or loss for the period in which such a reversal or further recognised takes place.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

(a) 關鍵會計判斷

金融資產減值

金融資產虧損撥備是基於對違約風險和預期虧損率的假設而計算的。本集團在做出假設和選擇減值計算的輸入數據時,按照本集團以往經驗、現有市場狀況以及於各報告期末的前瞻性估計進行判斷。

(b) 估計不明朗因素的主要來源

(i) 本集團於MGX(定義見附註16)之權益之估計減值虧損

在釐定應否就於MGX之權益確認減值虧損時,需要估計於 MGX之權益之可收回金額(即使用價值及公平值減出售成本中之較高者)。計算使用價值時,本集團管理層需要估計預期將自MGX股息產生之未來現金流量之現值,有關估計乃根據MGX經營所得現金流量以及最終出售MGX之所得款項而得出,當中計及MGX赤鐵礦石的估計未來價格及產量以及合適折現率及MGX之過往派息率。 MGX之公平值減出售成本乃根據MGX於澳洲證券交易所(「澳交所」)上市股份之收市價釐定。當實際現金流量少於或多於預期,或管理層因環境、事實及情況轉變而就釐定使用價值修改估計現金流量,則可收回金額或會改變,及可能會產生重大撥備或進一步確認減值虧損,其將於該撥回或進一步確認發生期間在損益確認。

3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (Continued)

(b) Key sources of estimation uncertainty (Continued)

(ii) Impairment allowances on loan receivables

The measurement of impairment losses under HKFRS 9 across all categories of financial assets requires judgement, in particular, the estimation of the amount and timing of future cash flows and collateral values when determining impairment losses and the assessment of a significant increase in credit risk. These estimates are driven by a number of factors, changes in which can result in different levels of allowances.

The Group's ECL calculations are outputs of complex models with a number of underlying assumptions regarding the choice of variable inputs and their interdependencies. Elements of the ECL models that are considered accounting judgements and estimates include:

The Group's internal credit grading model, which assigns probabilities of default to the individual grades;
The Group's criteria for assessing if there has been a significant increase in credit risk and so allowances for financial assets should be measured on a lifetime ECL basis and the qualitative assessment;
The segmentation of financial assets based on risk characteristics of the customers when their ECL is assessed on a collective basis;
Development of ECL models, including the various formulas and the choice of inputs over determination of the period over which the entity is exposed to credit risk based on the behavioral life of the credit exposures, loss given default and collateral recovery of the credit exposures;
Determination of associations between macroeconomic scenarios and, economic inputs, and the effect on probabilities of default, exposures at default and losses given default; and
Selection of forward-looking macroeconomic scenarios and their probability weightings, to derive the economic inputs into the ECL models.

It has been the Group's policy to regularly review its models in the context of actual loss experience and adjust when necessary.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

3. 主要會計判斷及估計(續)

(b) 估計不明朗因素的主要來源 (續)

(ii) 應收貸款之減值撥備

根據香港財務報告準則第9號計量所有類別的金融資產的減值虧損需作出判斷,尤其是釐定減值虧損時估計未來現金流量金額及時間以及抵押品價值,及評估信貸風險大幅增加。該等估計受多項因素影響,而該等因素的變動或會導致不同水平的撥備。

本集團的預期信貸虧損計算為複雜模型的輸出數據,當中包含多項有關選擇可變輸入數據及其彼此之間的關聯性的相關假設。視為會計判斷及估計的預期信貸虧損模型組成部分包括:

本集團的內部信貸評級模型,其將違約可能性與各個評級配對;
本集團評估信貸風險是否大幅上升(以評估金融資產撥備是否應按全期預期信貸虧損基準計量)及定性評估的標準;
倘預期信貸虧損按共同基準評估,基於客戶的風險特點分類金融資產;
基於信貸風險行為週期、拖欠還款虧損概率及信貸風險的抵押品收回率,制定預期信貸虧損模型,包括各類公式及選擇釐定實體面臨信貸風險的期間的輸入數據;
釐定宏觀經濟狀況、經濟輸入數據及對拖欠還款概率、拖欠還款及拖欠還款虧損風險的影響之間的關聯;及
選擇前瞻性宏觀經濟狀況及其概率加權以得出預期信貸虧損模型的經濟輸入數據。

本集團的政策為在實際虧損經驗的情況下定期審閱其模型及於必要時作出調整。

3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (Continued)

(b) Key sources of estimation uncertainty (Continued)

(iii) Fair value measurement of financial instruments

As at 30 June 2020, certain of the Group's financial assets, including unlisted equity investments, investments in convertible notes and trade receivables designated at FVTPL amounting to HK\$24,254,000 (2019: HK\$32,242,000), and certain of the Group's financial liabilities, including trade payables designated at FVTPL amounting to HK\$61,852,000 (2019: HK\$5,415,000) are measured at fair value with fair value being determined based on unobservable inputs using valuation techniques. Judgment and estimation are required in establishing the relevant valuation techniques and the relevant inputs thereof. Changes in assumptions relating to these factors could result in material adjustments to the fair value of these instruments. See note 32(h) for further disclosures.

(iv) Current tax

Significant judgement is required in determining the provision for income tax. There are many transactions 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 tax and deferred tax provisions in the financial period in which such determination is made.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

3. 主要會計判斷及估計(續)

(b) 估計不明朗因素的主要來源 (續)

(iii) 金融工具之公平值計量

於二零二零年六月三十日, 本集團若干金融資產(包括非上市股本投資、可換股票據投資及指定為按公平值於損益賬處理之貿易應收賬款)為數24,254,000港元(二零一九年:32,242,000港元)及本集團若干金融負債(包括指定為按公平值於損益賬處理之貿易應付賬款)為數61,852,000港元(二零一九年:5,415,000港元)按公平值計量,其公平值使用估值技巧基於不可觀察輸入數據釐定。確定相關估值技巧及相關輸入數據時需要作出判斷及估計。與該等因素有關的假設變動可能會導致須對該等工具的公平值作出重大調整。有關進一步披露請見附註 32(h)。

(iv) 即期稅項

於決定所得稅撥備時須作出重大判斷。於日常業務過程中存在許多其最終稅務決定存在不確定因素的交易。倘該等事宜的最終稅務結果與最初入賬的金額不同,則該等差異將影響作出該決定的財務期間的即期稅項及遞延稅項撥備。

3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (Continued)

(b) Key sources of estimation uncertainty (Continued)

(v) Write-down of inventories to net realisable value

Write-down of inventories to net realisable value is made based on the estimated net realisable value of inventories. The assessment of the required write-down amount involves management's judgement and estimates. Where the actual outcome or expectation in future is different from the original estimate, such difference will have an impact on the carrying amounts of inventories and the write-down charge/writeback amount in the period in which such estimate has been changed.

(vi) Determining the lease term

As explained in policy note 2(f), the lease liability is initially recognised at the present value of the lease payments payable over the lease term. In determining the lease term at the commencement date for leases that include renewal options exercisable by the Group, the Group evaluates the likelihood of exercising the renewal options taking into account all relevant facts and circumstances that create an economic incentive for the Group to exercise the option, including favourable terms, leasehold improvements undertaken and the importance of that underlying asset to the Group's operation. The lease term is reassessed when there is a significant event or significant change in circumstance that is within the Group's control. Any increase or decrease in the lease term would affect the amount of lease liabilities and right-of-use assets recognised in future years.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

3. 主要會計判斷及估計(續)

(b) 估計不明朗因素的主要來源 (續)

(v) 將存貨撇減至可變現淨值

將存貨撇減至可變現淨值乃根據存貨的估計可變現淨值而作出。所需之撇減金額評估涉及管理層的判斷及估計。倘實際金額或將來預計有別於原本的估計,該差額會影響存貨的賬面值及在該估計改變的期間的撇減開支╱撥回金額。

(vi) 確定租賃期

如政策附註2(f)所解釋,租賃負債初步按租賃期內應付租賃付款的現值確認。在開始日期確定包含可由本集團行使的續租選擇權的租賃之租賃期時, 在對本集團行使續租選擇權構成經濟激勵的所有相關因素及情況(包括有利條款、已進行的租賃裝修及該相關資產對本集團業務的重要性)進行考量後,本集團評估行使續租選擇權的可能性。倘發生重大事件或在本集團控制範圍內的情況出現重大變動,本集團會重新評估租賃期。租賃期延長或縮短均可能會對未來數年所確認之租賃負債及使用權資產金額造成影響。

4. APPLICATION OF NEW AND AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS

The Group has applied the following new and amendments to HKFRSs issued by HKICPA for the first time in the current year:

HKFRS 16	Leases
HK(IFRIC)-Int 23	Uncertainty over Income Tax
	Treatments
Amendments to HKFRS 9	Prepayment Features with Negative
	Compensation
Amendments to HKAS 19	Plan Amendment, Curtailment or
	Settlement
Amendments to HKAS 28	Long-term Interests in Associates
	and Joint Ventures
Amendments to HKFRSs	Annual Improvements to HKFRSs
	2015-2017 Cycle

Except for HKFRS 16 "Leases", none of the developments have had a material effect on how the Group's results and financial position for the current or prior year have been prepared or presented in these consolidated financial statements. The Group has not applied any new standard or interpretation that is not yet effective for the current year.

HKFRS 16 "Leases"

HKFRS 16 replaces HKAS 17 "Leases" and the related interpretations, HK(IFRIC) 4 "Determining whether an arrangement contains a lease", HK(SIC) 15 "Operating leases – incentives" and HK(SIC) 27 "Evaluating the substance of transactions involving the legal form of a lease". It introduces a single accounting model for lessees, which requires a lessee to recognise a right-of-use asset and a lease liability for all leases, except for leases that have a lease term of 12 months or less ("short-term leases") and leases of lowvalue assets. The lessor accounting requirements brought forward from HKAS 17 substantially unchanged.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

4. 應用新訂及經修訂香港財務報告準則

本集團已於本年度首次應用以下由香港會計師公會頒佈的新訂香港財務報告準則及其修訂本:

香港財務報告準則第16號租賃
香港(國際財務報告詮釋	所得稅處理之不
委員會)-詮釋第23號	確定性
香港財務報告準則第9號	具有負賠償之提前
(修訂本)	還款特性
香港會計準則第19號	計劃修訂、縮減或
(修訂本)	結算
香港會計準則第28號	於聯營公司及合營
(修訂本)	公司之長期權益
香港財務報告準則之修訂香港財務報告準則
	二零一五年至
	二零一七年週期之
	年度改進

除香港財務報告準則第16號「租賃」外,概無任何發展對該等綜合財務報表所編製或呈列本集團於本年度或過往年度的業績及財務狀況有重大影響。本集團並無應用任何於本年度尚未生效的新訂準則或詮釋。

香港財務報告準則第16號「租賃」

香港財務報告準則第16號取代香港會計準則第17號「租賃」及相關詮釋、香港(國際財務報告詮釋委員會)詮釋第 4號「釐定安排是否包含租賃」、香港 (詮釋常務委員會)詮釋第15號「經營租賃-獎勵」及香港(詮釋常務委員會)詮釋第27號「評估涉及租賃法律形式的交易本質」。其為承租人引入一項單一會計模式,規定承租人就所有租賃確認使用權資產及租賃負債(除租期為十二個月或以下的租賃(「短期租賃」)及低價值資產的租賃外)。出租人的會計處理要求大致承接香港會計準則第17號的要求不變。

4. APPLICATION OF NEW AND AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS (Continued)

HKFRS 16 "Leases" (Continued)

HKFRS 16 also introduces additional qualitative and quantitative disclosure requirements which aim to enable users of the financial statements to assess the effect that leases have on the financial position, financial performance and cash flows of an entity.

The Group has initially applied HKFRS 16 as from 1 July 2019. The Group has elected to use the modified retrospective approach and has therefore recognised the cumulative effect of initial application as an adjustment to the opening balance of equity at 1 July 2019. Comparative information has not been restated and continues to be reported under HKAS 17.

Further details of the nature and effect of the changes to previous accounting policies and the transition options applied are set out below:

(a) New definition of a lease

The change in the definition of a lease mainly relates to the concept of control. HKFRS 16 defines a lease on the basis of whether a customer controls the use of an identified asset for a period of time, which may be determined by a defined amount of use. Control is conveyed where the customer has both the right to direct the use of the identified asset and to obtain substantially all of the economic benefits from that use.

The Group applies the new definition of a lease in HKFRS 16 only to contracts that were entered into or changed on or after 1 July 2019. For contracts entered into before 1 July 2019, the Group has used the transitional practical expedient to grandfather the previous assessment of which existing arrangements are or contain leases. Accordingly, contracts that were previously assessed as leases under HKAS 17 continue to be accounted for as leases under HKFRS 16 and contracts previously assessed as non-lease service arrangements continue to be accounted for as executory contracts.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

4. 應用新訂及經修訂香港財務報告準則(續)

香港財務報告準則第16號「租賃」 (續)

香港財務報告準則第16號亦引入額外的定性及定量披露要求,目的是讓財務報表使用者評估租賃對實體之財務狀況、財務表現及現金流量的影響。

本集團已於二零一九年七月一日首次應用香港財務報告準則第16號。本集團已選用經修訂追溯法及因此將首次應用的累計影響確認為二零一九年七月一日的權益年初結餘的調整。比較資料未被重列且繼續根據香港會計準則第17號呈報。

有關過往會計政策變動的性質和影響及所採用的過渡性選擇的進一步詳情列載如下:

(a) 租賃的新定義

租賃定義的變動主要與控制權的概念有關。香港財務報告準則第16號根據客戶是否在某一時段內控制已識別資產的使用(其可由指定使用量釐定)來定義租賃。當客戶有權指示可識別資產的用途及從使用中獲得絕大部份經濟利益時,即表示擁有控制權。

香港財務報告準則第16號內租賃的新定義僅適用於本集團於二零一九年七月一日或之後訂立或變更的合約。就於二零一九年七月一日前訂立的合約而言,本集團已採用過渡性可行權宜方法沿用此前對現有安排是否為租賃或包含租賃的評估結果。因此,對於以往根據香港會計準則第17號評估為租賃的合約繼續根據香港財務報告準則第16號入賬列為租賃,而以往評估為非租賃服務安排的合約則繼續入賬列為待執行合約。

4. APPLICATION OF NEW AND AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS (Continued)

HKFRS 16 "Leases" (Continued)

(b) Lessee accounting and transitional impact

HKFRS 16 eliminates the requirement for a lessee to classify leases as either operating leases or finance leases, as was previously required by HKAS 17. Instead, the Group is required to capitalise all leases when it is the lessee, including leases previously classified as operating leases under HKAS 17, other than those short-term leases and leases of low-value assets which are exempt. As far as the Group is concerned, these newly capitalised leases are primarily in relation to property, plant and equipment as disclosed in note 15. For an explanation of how the Group applies lessee accounting, see note 2(f).

At the date of transition to HKFRS 16 (i.e. 1 July 2019), the Group determined the length of the remaining lease terms and measured the lease liabilities for the leases previously classified as operating leases at the present value of the remaining lease payments, discounted using the relevant incremental borrowing rates at 1 July 2019.

The weighted average of the incremental borrowing rates used for determination of the present value of the remaining lease payments was 5.1%.

To ease the transition to HKFRS 16, the Group applied the following recognition exemption and practical expedients at the date of initial application of HKFRS 16:

(i) the Group elected not to apply the requirements of HKFRS 16 in respect of the recognition of lease liabilities and rightof-use assets to leases for which the remaining lease term ends within 12 months from the date of initial application of HKFRS 16, i.e. where the lease term ends on or before 30 June 2020;

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

4. 應用新訂及經修訂香港財務報告準則(續)

香港財務報告準則第16號「租賃」 (續)

(b) 承租人會計處理方法及過渡影響

香港財務報告準則第16號剔除以往香港會計準則第17號規定承租人將租賃分類為經營租賃或融資租賃的要求。反之,當本集團作為承租人,其須將所有租賃資本化,包括以往根據香港會計準則第17號分類為經營租賃的租賃(短期租賃及低價值資產租賃因獲豁免除外)。就本集團而言,此等新資本化租賃主要涉及物業、廠房及設備(披露於附註15)。就本集團如何執行承租人會計處理方法之解釋,見附註 2(f)。

於過渡至香港財務報告準則第16 號當日(即二零一九年七月一日), 本集團釐定剩餘租賃期的長短,並以剩餘租賃付款按二零一九年七月一日的相關遞增借款利率貼現的現值,對先前分類為經營租賃的租賃的租賃負債進行計量。

用作釐定剩餘租賃付款現值的加權平均遞增借款利率為5.1%。

為方便香港財務報告準則第16號的過渡安排,本集團於首次應用香港財務報告準則第16號當日採用下列確認豁免及可行權宜方法:

(i) 對於在首次應用香港財務報告準則第16號當日起計剩餘租賃期在十二個月內終止,即租賃期於二零二零年六月三十日或之前結束的租賃,本集團選擇不應用香港財務報告準則第16 號對確認租賃負債和使用權資產的要求;

4. APPLICATION OF NEW AND AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS (Continued)

HKFRS 16 "Leases" (Continued)

(b) Lessee accounting and transitional impact (Continued)

(ii) when measuring the lease liabilities at the date of initial application of HKFRS 16, the Group applied a single discount rate to a portfolio of leases with reasonably similar characteristics (such as leases with a similar remaining lease term for a similar class of underlying asset in a similar economic environment); and
(iii) when measuring the right-of-use assets at the date of initial application of HKFRS 16, the Group relied on the previous assessment for onerous contract provisions as at 30 June 2019 as an alternative to performing an impairment review.

The following table reconciles the operating lease commitments as disclosed in note 27 as at 30 June 2019 to the opening balance for lease liabilities recognised as at 1 July 2019:

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

4. 應用新訂及經修訂香港財務報告準則(續)

香港財務報告準則第16號「租賃」 (續)

(b) 承租人會計處理方法及過渡影響(續)

(ii) 於計量首次應用香港財務報告準則第16號當日的租賃負債時,本集團就具有合理類似特徵的租賃組合應用單一貼現率 (例如在類似經濟環境下就類似分類的相關資產具有類似剩餘租賃期的租賃);及
(iii) 於計量首次應用香港財務報告準則第16號當日的使用權資產時,本集團依據之前於二零一九年六月三十日對虧損性合約撥備作出的評估,以替代進行減值審閱。

下表為於二零一九年六月三十日的經營租賃承擔(披露於附註27)與於二零一九年七月一日確認的租賃負債年初結餘的對賬:

		HK\$'000 千港元

Operating lease commitments at 30 June 2019	於二零一九年六月三十日之經營租賃承擔	5,114
Less: Sh ort-term leases and other leases with remaining lease term ending on or before 30 June 2020	減:短期租賃及剩餘租賃期於二零二零年六月三十日或之前結束的其他租賃	(32)
Total future interest expenses	未來利息開支合計	(219)
Present value of remaining lease payments, discounted using the incremental borrowing rate and total lease liabilities recognised at 1 July 2019	以遞增借款利率貼現的剩餘租賃付款現值及於二零一九年七月一日確認的租賃負債總額	4,863

The right-of-use assets in relation to leases previously classified as operating leases have been recognised at an amount equal to the amount recognised for the remaining lease liabilities, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the consolidated statement of financial position at 30 June 2019.

與先前分類為經營租賃的租賃相關的使用權資產已按等同於剩餘租賃負債的已確認金額進行確認,並根據於二零一九年六月三十日的綜合財務狀況表中已確認該租賃相關的任何預付或應計租賃付款金額進行調整。

4. APPLICATION OF NEW AND AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS (Continued)

HKFRS 16 "Leases" (Continued)

(b) Lessee accounting and transitional impact (Continued)

The following table summarises the impacts of the adoption of HKFRS 16 on the Group's consolidated statement of financial position:

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

4. 應用新訂及經修訂香港財務報告準則(續)

香港財務報告準則第16號「租賃」 (續)

(b) 承租人會計處理方法及過渡影響(續)

下表概述本集團就採納香港財務報告準則第16號對綜合財務狀況表的影響:

		Carrying amount at 30 June 2019 於二零一九年六月三十日的賬面值 HK\$'000 千港元	Capitalisation of operating lease contracts 經營租賃合約資本化 HK\$'000 千港元	Carrying amount at 1 July 2019 於二零一九年七月一日的賬面值 HK\$'000 千港元
Line items in the consolidated statement of financial position impacted by the adoption of HKFRS 16:	受採納香港財務報告準則第16號影響的綜合財務狀況表中單列項目:
Property, plant and equipment	物業、廠房及設備	1,368	4,863	6,231
Total non-current assets	非流動資產總值	2,264,877	4,863	2,269,740
Total assets	資產總值	4,027,529	4,863	4,032,392
Lease liabilities (non-current)	租賃負債(非流動)	–	(1,848)	(1,848)
Total non-current liabilities	非流動負債總額	–	(1,848)	(1,848)
Lease liabilities (current)	租賃負債(流動)	–	(3,015)	(3,015)
Total current liabilities	流動負債總額	(13,042)	(3,015)	(16,057)
Total liabilities	負債總額	(13,042)	(4,863)	(17,905)
Total equity and liabilities	權益及負債總額	(4,027,529)	(4,863)	(4,032,392)
Net current assets	流動資產淨值	1,749,610	(3,015)	1,746,595
Total assets less total liabilities	資產總值減負債總額	4,014,487	–	4,014,487

4. APPLICATION OF NEW AND AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS (Continued)

HKFRS 16 "Leases" (Continued)

(c) Impact on the financial result, segment results and cash flows of the Group

After the initial recognition of right-of-use assets and lease liabilities as at 1 July 2019, the Group as a lessee is required to recognise interest expense accrued on the outstanding balance of the lease liability, and the depreciation of the right-of-use asset, instead of the previous policy of recognising rental expenses incurred under operating leases on a straight-line basis over the lease term. This results in a positive impact on the reported profit from operations in the Group's consolidated statement of profit or loss, as compared to the results if HKAS 17 had been applied during the year.

In the consolidated statement of cash flows, the Group as a lessee is required to split rentals paid under capitalised leases into their capital element and interest element (see Notes 22(b) and 24). These elements are classified as financing cash outflows, similar to how leases previously classified as finance leases under HKAS 17 were treated, rather than as operating cash outflows, as was the case for operating leases under HKAS 17. Although total cash flows are unaffected, the adoption of HKFRS 16 therefore results in a significant change in presentation of cash flows within the consolidated statement of cash flow.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

4. 應用新訂及經修訂香港財務報告準則(續)

香港財務報告準則第16號「租賃」 (續)

(c) 對本集團財務業績、分部業績及現金流量的影響

於二零一九年七月一日初步確認使用權資產及租賃負債後,本集團 (作為承租人)須確認租賃負債尚未償還結餘應計的利息開支及使用權資產的折舊,而非根據先前政策於租賃期內以直線法確認經營租賃產生的租金開支。與年內倘應用香港會計準則第17號所得出的結果相比,此舉對本集團綜合損益表中所呈報的經營溢利產生正面影響。

於綜合現金流量表中,本集團(作為承租人)須將資本化租賃項下已付租金分為資本部份及利息部份 (見附註22(b)及24)。該等部份分類為融資現金流出(與先前根據香港會計準則第17號分類為融資租賃的租賃的處理方式相似),而非如同香港會計準則第17號項下的經營租賃一般分類為經營現金流出。因此,儘管不會影響現金流量總額, 但採納香港財務報告準則第16號導致綜合現金流量表中現金流量的呈列方式出現重大變動。

5. SEGMENT INFORMATION

The Group manages its businesses by divisions, which are organised by business lines (products and services). In a manner consistent with the way in which information is reported internally to the Group's executive directors (the chief operating decision maker) for the purposes of resource allocation and performance assessment, the Group has presented the following three reportable segments. No operating segments have been aggregated to form the following reportable segments.

(i) Commodity business (trading of commodities);
(ii) Resource investment (trading of and investment in listed and unlisted securities of energy and natural resources companies); and
(iii) Principal investment and financial services (provision of loan financing and investments in loan notes, convertible notes and other financial assets and receiving interest income from these financial assets).

(a) Segment results, assets and liabilities

For the purposes of assessing segment performance and allocating resources between segments, the Group's executive directors monitor the results, assets and liabilities attributable to each reportable segment on the following bases:

Revenue and expenses are allocated to the reportable segments with reference to sales generated by those segments and the expenses incurred by those segments or which otherwise arise from the depreciation or amortisation of assets attributable to those segments.

The measure used for reporting segment profit/(loss) is earnings and loss of each segment without allocation of share of results of associates, net impairment loss on interests in associates, loss arising from deemed disposal of partial interest in an associate, net loss arising from changes in fair value of certain financial assets at FVTPL (i.e. unlisted equity investments, listed equity securities not held within the trading portfolios and convertible notes), other corporate income and gain, central administrative expenses and other corporate losses, and central finance costs.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

5. 分部資料

本集團按分部管理其業務,而分部按業務(產品及服務)設置。本集團以與內部向本集團執行董事(主要經營決策者)呈報資料(以作資源分配及表現評估)一致之方式,呈列以下三個可報告分部。概無合併經營分部以組成以下可報告分部。

(i) 商品業務(商品貿易);
(ii) 資源投資(能源及天然資源公司上市及非上市證券買賣及投資);及
(iii) 主要投資及金融服務(提供貸款融資以及投資貸款票據、可換股票據及其他金融資產及自該等金融資產收取利息收入)。

(a) 分部業績、資產及負債

為評估分部表現及在各分部之間分配資源,本集團的執行董事按以下基準監察各個可報告分部的業績、資產及負債:

收入及開支乃根據分部所產生之銷售及分部所支出之開支或分部應佔資產折舊或攤銷另外產生之開支, 分配至可報告分部。

計量報告分部溢利╱(虧損)時使用未分配分佔聯營公司業績、聯營公司權益減值虧損淨額、視作出售於一間聯營公司部份權益而產生之虧損、按公平值於損益賬處理之若干金融資產(即非上市股本投資、並非於買賣組合內持有之上市股本證券及可換股票據)公平值變動而產生之虧損淨額、其他企業收入及收益、中央行政開支及其他企業虧損及中央財務成本的各個分部的收益及虧損。

5. SEGMENT INFORMATION (Continued)

(a) Segment results, assets and liabilities (Continued)

Segment assets include all assets of operating and reportable segments other than interests in associates, certain property, plant and equipment, certain loan notes and certain financial assets at FVTPL (i.e. convertible notes) not managed under principal investment and financial services segment, certain financial assets at FVTPL (i.e. unlisted equity investments and listed equity securities not held within the trading portfolios) not managed under resource investment segment, certain other receivables and certain bank balances and cash.

Segment liabilities include provisions and trade and other payables and lease liabilities attributable to the activities of the individual segments and borrowings managed directly by the segments.

In addition to receiving segment information concerning segment (loss)/profit, the Board is provided with segment information concerning revenue, interest income (included in other income), depreciation, dividend income from financial assets at FVTPL, gain/(loss) arising from changes in fair value of financial assets mandatorily measured at FVTPL, net, (impairment loss)/reversal of impairment loss on loan receivables, net, (loss)/gain arising from changes in fair value of provisional pricing arrangements in relation to trading of commodities, net, finance costs, net foreign exchange loss, income tax and additions to non-current segment assets (other than financial instruments and deferred tax assets) used by the segments in their operations.

The accounting policies of the operating segments are the same as the Group's accounting policies.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

5. 分部資料(續)

(a) 分部業績、資產及負債(續)

除於聯營公司之權益、若干物業、廠房及設備、並非按主要投資及金融服務分部管理之若干貸款票據及按公平值於損益賬處理之若干金融資產(即可換股票據)、並非按資源投資分部管理之按公平值於損益賬處理之若干金融資產(即非上市股本投資及並非持作買賣組合之上市股本證券)、若干其他應收賬款以及若干銀行結餘及現金外,分部資產計入經營及可報告分部所有資產。

分部負債包括個別分部活動應佔之撥備及貿易及其他應付賬款及租賃負債以及由分部直接管理之借貸。

除接收有關分部(虧損)╱溢利的分部資料外,董事會亦獲提供有關收益、利息收入(計入其他收入)、折舊、按公平值於損益賬處理之金融資產之股息收入、強制性按公平值於損益賬處理之金融資產公平值變動而產生之收益╱(虧損)淨額、應收貸款之(減值虧損)╱回撥減值虧損淨額、有關商品貿易臨時定價安排公平值變動而產生之(虧損)╱ 收益淨額、融資成本、匯兌虧損淨額、所得稅及該等分部營運所用非流動分部資產(不包括金融工具及遞延稅項資產)添置。

經營分部的會計政策與本集團的會計政策相同。

5. SEGMENT INFORMATION (Continued)

(a) Segment results, assets and liabilities (Continued)

Disaggregation of revenue from contracts with customers by the timing of revenue recognition, as well as information regarding the Group's reportable segments as provided to the Group's executive directors for the purposes of resource allocation and assessment of segment performance for the years ended 30 June 2020 and 2019 is set out below.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

5. 分部資料(續)

(a) 分部業績、資產及負債(續)

以下載列按收益確認時間劃分之客戶合約收益分拆,連同截至二零二零年及二零一九年六月三十日止年度向本集團執行董事所提供(以作資源分配及評估分部表現)與本集團可報告分部相關之資料。

				Year ended 30 June 2020 截至二零二零年六月三十日止年度
		Commodity business	Resource investment	Principal investment and financial services	Total
		商品業務 HK\$'000 千港元	資源投資 HK\$'000 千港元	主要投資及金融服務 HK\$'000 千港元	合計 HK\$'000 千港元
Segment revenue: Disaggregated by timing of revenue recognition	分部收益: 按收益確認時間劃分
– Point in time – Revenue from other sources: Interest income	-於某一時間點 -其他來源之收益: 利息收入	367,690 –	– –	– 68,837	367,690 68,837
Revenue from external customers	來自外部客戶之收益	367,690	–	68,837	436,527
Gross sales proceeds from resource investment	出售資源投資所得款項總額	–	977,887	–	977,887
Segment results	分部業績	(5,912)	63,356	57,851	115,295
Share of results of associates Impairment loss on interests in associates, net Loss arising from deemed disposal of	分佔聯營公司業績於聯營公司之權益之減值虧損淨額視作出售於一間聯營公司				146,545 (549,614) (1,679)
partial interest in an associate Loss arising from changes in fair value of certain financial assets at FVTPL, net	部份權益而產生之虧損按公平值於損益賬處理之若干金融資產公平值變動				(104,141)
Other corporate income and gains Central administrative expenses and other corporate losses	而產生之虧損淨額其他企業收入及收益中央行政開支及其他企業虧損				7,538 (43,161)
Central finance costs	中央財務成本				(185)
Consolidated loss before taxation	綜合除稅前虧損				(429,402)
Segment assets Interests in associates Unallocated head office and	分部資產於聯營公司之權益未分配總部及企業資產	403,136	824,292	505,796	1,733,224 1,525,576
corporate assets – Certain financial assets at FVTPL	-按公平值於損益賬處理之				76,379
– Bank balances and cash – Other unallocated corporate assets	若干金融資產 -銀行結餘及現金 -其他未分配企業資產				185,665 5,787
Consolidated total assets	綜合資產總值				3,526,631

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

(a) 分部業績、資產及負債(續)

5. SEGMENT INFORMATION (Continued)

(a) Segment results, assets and liabilities (Continued)

5. 分部資料(續)
------------	--

Year ended 30 June 2020 截至二零二零年六月三十日止年度 Commodity business Resource investment Principal investment and financial services Total 商品業務資源投資主要投資及金融服務合計 HK\$'000 HK\$'000 HK\$'000 HK\$'000 千港元千港元千港元千港元 Segment liabilities 分部負債 72,579 9,410 1,023 83,012 Unallocated corporate liabilities 未分配企業負債 7,811 Consolidated total liabilities 綜合負債總額 90,823 Other segment information 其他分部資料 Interest income (included in other income) 利息收入(計入其他收入) 1,457 7 – 1,464 Unallocated 未分配 3,672 5,136 Dividend income from financial assets at FVTPL 按公平值於損益賬處理之金融資產之股息收入 – 15,630 – 15,630 Gain/(loss) arising from changes in fair value of financial assets mandatorily measured at FVTPL, net 強制性按公平值於損益賬處理之金融資產公平值變動而產生之收益╱(虧損)淨額 – 53,731 – 53,731 Unallocated 未分配 (104,141) (50,410) Impairment loss on loan receivables, net 應收貸款之減值虧損淨額 – – (4,048) (4,048) Gain arising from changes in fair value of provisional pricing arrangements in relation to trading of commodities, net 有關商品貿易臨時定價安排公平值變動而產生之收益淨額 21,298 – – 21,298 Net foreign exchange loss 外匯虧損淨額 (5,241) (1,271) (12,175) (18,687) Unallocated 未分配 (9,110) (27,797) Additions to non-current assets 非流動資產添置 –––– Unallocated 未分配 2,794 2,794 Depreciation 折舊 (1,074) – – (1,074) Unallocated 未分配 (3,253) (4,327) Finance costs 融資成本 (55) – – (55) Unallocated 未分配 (185) (240) Income tax (expenses)/credit 所得稅(開支)╱抵免 (1) – 2 1 Unallocated 未分配 –

5. SEGMENT INFORMATION (Continued)

(a) Segment results, assets and liabilities (Continued)

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

5. 分部資料(續)

(a) 分部業績、資產及負債(續)

			Year ended 30 June 2019	截至二零一九年六月三十日止年度
				Principal investment
		Commodity business	Resource investment	and financial services	Total
		商品業務 HK\$'000 千港元	資源投資 HK\$'000 千港元	主要投資及金融服務 HK\$'000 千港元	合計 HK\$'000 千港元
Segment revenue: Disaggregated by timing of revenue	分部收益: 按收益確認時間劃分
recognition – Point in time – Revenue from other sources: Interest income	-於某一時間點 -其他來源之收益: 利息收入	51,099 –	– –	– 58,128	51,099 58,128
Revenue from external customers	來自外部客戶之收益	51,099	–	58,128	109,227
Gross sales proceeds from resource investment	出售資源投資所得款項總額	–	343,030	–	343,030
Segment results	分部業績	(3,808)	(86,646)	47,371	(43,083)
Share of results of associates Reversal of impairment loss on interests in associates, net	分佔聯營公司業績回撥於聯營公司之權益之減值虧損淨額				273,750 643,439
Loss arising from deemed disposal of partial interest in an associate Loss arising from changes in fair value of certain financial assets at FVTPL, net	視作出售於一間聯營公司部份權益而產生之虧損按公平值於損益賬處理之若干金融資產公平值變動				(3,762) (229,936)
Other corporate income and gains Central administrative expenses and	而產生之虧損淨額其他企業收入及收益中央行政開支及其他企業				4,063 (33,191)
other corporate losses Central finance costs	虧損中央財務成本				(2,020)
Consolidated profit before taxation	綜合除稅前溢利				609,260
Segment assets Interests in associates Unallocated head office and	分部資產於聯營公司之權益	541,765	477,278	422,619	1,441,662 1,904,461
corporate assets – Certain financial assets at FVTPL	未分配總部及企業資產 -按公平值於損益賬處理之若干金融資產				307,880
– Loan notes – Bank balances and cash – Other unallocated corporate assets	-貸款票據 -銀行結餘及現金 -其他未分配企業資產				31,360 339,505 2,661
Consolidated total assets	綜合資產總值				4,027,529

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

(a) 分部業績、資產及負債(續)

5. SEGMENT INFORMATION (Continued)

(a) Segment results, assets and liabilities (Continued)

5. 分部資料(續)

				Year ended 30 June 2019 截至二零一九年六月三十日止年度 Principal
		Commodity business	Resource investment	investment and financial services	Total
		商品業務 HK\$'000 千港元	資源投資 HK\$'000 千港元	主要投資及金融服務 HK\$'000 千港元	合計 HK\$'000 千港元
Segment liabilities Unallocated corporate liabilities	分部負債未分配企業負債	6,675	609	231	7,515 5,527
Consolidated total liabilities	綜合負債總額				13,042
Other segment information	其他分部資料
Interest income (included in other income) Unallocated	利息收入(計入其他收入) 未分配	2,986	9	1	2,996 3,944
					6,940
Dividend income from financial assets at FVTPL	按公平值於損益賬處理之金融資產之股息收入	–	9,132	–	9,132
(Loss)/gain arising from changes in fair value of financial assets mandatorily measured at FVTPL, net Unallocated	強制性按公平值於損益賬處理之金融資產公平值變動而產生之 (虧損)╱收益淨額未分配	–	(89,953)	533	(89,420) (229,936)
					(319,356)
Reversal of impairment loss on loan receivables, net	回撥應收貸款之減值虧損淨額	–	–	602	602
Gain arising from changes in fair value of provisional pricing arrangements in relation to trading of commodities, net	有關商品貿易臨時定價安排公平值變動而產生之收益淨額	4,054	–	–	4,054
Net foreign exchange loss Unallocated	外匯虧損淨額未分配	(5,422)	(4,365)	(11,561)	(21,348) (1,440)
					(22,788)
Additions to non-current assets Unallocated	非流動資產添置未分配	–	–	–	– 917
					917
Depreciation Unallocated	折舊未分配	–	–	–	– (316)
					(316)
Finance costs Unallocated	融資成本未分配	–	–	–	– (2,020)
					(2,020)
Income tax expense Unallocated	所得稅開支未分配	–	–	–	– (828)
					(828)

There are no inter-segment revenue during the years ended 30 June 2020 and 2019.

截至二零二零年及二零一九年六月三十日止年度並無分部間收益。

5. SEGMENT INFORMATION (Continued)

(b) Geographical information

The following is an analysis of geographical location of (i) the Group's revenue from external customers and (ii) the Group's property, plant and equipment and interests in associates. The geographical location of customers is based on the location of goods delivered; the Group's interest income derived from loan receivables in respect of principal investment and financial services is analysed by the location where the loan financing is provided; and the Group's interest income derived from loan notes in respect of principal investment and financial services is analysed by the location where these investments are managed by the Group. In the case of non-current assets (excluding financial assets and deferred tax assets) which is presented based on geographical location of assets (where the property, plant and equipment are located and where the associates are incorporated/listed).

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

5. 分部資料(續)

(b) 地區資料

下文為(i)本集團來自外部客戶之收益及(ii)本集團物業、廠房及設備及於聯營公司之權益按地理位置的分析。客戶的地理位置乃基於貨品運送的所在地;本集團來自主要投資及金融服務相關應收貸款之利息收入乃按提供貸款融資所在地分析; 及本集團來自主要投資及金融服務相關貸款票據之利息收入乃按本集團管理該等投資所在地分析。非流動資產(不包括金融資產及遞延稅項資產)之資料乃根據資產所在地 (物業、廠房及設備所在地及聯營公司註冊成立╱上市地點)呈列。

		external customers 來自外部客戶之收益	Revenue from	Non-current assets 非流動資產
		2020	2019	2020	2019
		二零二零年	二零一九年	二零二零年	二零一九年
		HK\$'000	HK\$'000	HK\$'000	HK\$'000
		千港元	千港元	千港元	千港元

Hong Kong (place of domicile)	香港(註冊所在地)	16,023	11,916	4,339	1,338
The PRC	中國	385,726	70,378	40,772	39,719
Australia	澳洲	2,850	2,016	1,486,118	1,864,772
Southeast Asia region	東南亞地區	31,928	24,917	–	–

		436,527	109,227	1,531,229	1,905,829

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

5. SEGMENT INFORMATION (Continued)

(c) Information about major customers

Revenue from customers contributing 10% or more of the Group's revenue are as follows:

5. 分部資料(續)
------------	--

(c) 主要客戶之資料

為本集團收益貢獻10%或以上之客戶如下:

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Commodity business	商品業務
Customer A	客戶甲	194,469	50,839
Customer B	客戶乙	70,104	–
Customer C	客戶丙	54,620	–
Principal investment and financial services	主要投資及金融服務
Customer D	客戶丁	N/A*	24,917
		不適用*
Customer E	客戶戊	N/A 不適用	14,967

* The corresponding revenue did not contribute 10% or more of the Group's total revenue during the corresponding year.

* 相關收益並無為本集團於相關年度的總收益貢獻10%或以上。

6. REVENUE

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

6. 收益

(a) Disaggregation of revenue from contracts with customers by major products or service lines is as follows:
(a) 按主要產品或服務類別劃分之客戶合約收益分拆如下:

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Revenue from contracts with customers within	在香港財務報告準則第15號範圍內之客戶
the scope of HKFRS 15	合約收益
Trading of goods – Commodities (Iron ore)	商品貿易 -商品(鐵礦石)	367,690	51,099

Revenue from other sources	其他來源的收益
Interest income under effective	以實際利率法計算的
interest method	利息收入
– Loan receivables	-應收貸款	68,385	56,011
– Loan notes	-貸款票據	452	911
– Convertible notes	-可換股票據	–	1,206

		68,837	58,128

Total revenue	收益總額	436,527	109,227

Disaggregation of revenue from contracts with customers by the timing of revenue recognition and by geographic markets are disclosed in Notes 5(a) and 5(b) respectively.

(b) Revenue expected to be recognised in the future arising from contracts with customers in existence at the reporting date

All sales contracts with customers within the scope of HKFRS 15 are for periods of one year or less. As permitted under HKFRS 15, the transaction price allocated to these contracts for the remaining unsatisfied performance obligations is not disclosed.

按收入確認時間及按區域市場劃分之來自客戶合約之收入分別於附註 5(a)及5(b)披露。

(b) 於報告日期存續之客戶合約所產生而預期日後確認之收益

香港財務報告準則第15號範圍內所有客戶銷售合約之期限均為一年或以下。如香港財務報告準則第15 號所允許,就餘下未達成履約責任分配至該等合約之交易價格並未披露。

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

7. OTHER GAINS AND LOSSES 7. 其他收益及虧損

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Gain/(loss) arising from changes in fair	強制性按公平值於損益賬
value of financial assets mandatorily	處理之金融資產公平值
measured at FVTPL, net:	變動而產生之收益╱
	(虧損)淨額:
– listed equity securities held-for-trading	-持作買賣之上市股本證券	42,317	(89,953)
– li sted equity securities not held	-並非持作買賣組合之	(87,419)	(214,912)
within the trading portfolios	上市股本證券
– convertible notes	-可換股票據	(2,283)	(999)
– unlisted equity investments	-非上市股本投資	(14,439)	(13,492)
– derivative financial instruments	-衍生金融工具	11,414	–
– warrants	-認股權證
(Impairment loss)/reversal of impairment	應收貸款之(減值虧損)╱	(4,048)	602
loss on loan receivables, net	回撥減值虧損淨額
Loss arising from deemed disposal of	視作出售於一間聯營公司	(1,679)	(3,762)
partial interest in an associate	部份權益而產生之虧損
Gain/(loss) arising from changes in fair	有關商品貿易臨時定價
value of provisional pricing arrangements in relation to trading of commodities:	安排公平值變動而產生之收益╱(虧損):
– fair value gain/ (loss) on trade	-指定按公平值於損益	1,749	(652)
receivables designated at FVTPL	賬處理之貿易應收賬款
	之公平值收益╱(虧損)
– fair value gain on trade payables	-指定按公平值於損益	19,549	4,706
designated at FVTPL	賬處理之貿易應付賬款
	之公平值收益
Gain arising from modification of	調整應收貸款而產生之收益	5,934	–
loan receivables
Net foreign exchange loss	外匯虧損淨額	(27,797)	(22,788)
Others	其他	18	–

		(56,684)	(341,250)

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

8. OTHER INCOME 8. 其他收入

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Interest income on financial assets measured at amortised cost:	按攤銷成本計量之金融資產之利息收入:
– bank deposits	-銀行存款	3,478	4,308
– loan notes	-貸款票據	558	1,490
Interest income from convertible notes	可換股票據之利息收入	4,036 1,100	5,798 1,142
Interest income Dividend income from financial	利息收入按公平值於損益賬處理之	5,136	6,940
assets at FVTPL: – listed equity securities held-for-trading	金融資產之股息收入: -持作買賣之上市股本證券	15,630	9,132
Others	其他	4,969	731
		25,735	16,803

9. (LOSS)/PROFIT BEFORE TAXATION

(Loss)/profit before taxation is arrived at after charging/(crediting) the following:

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

9. 除稅前(虧損)╱溢利

除稅前(虧損)╱溢利經扣除╱(計入)下列各項:

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
(a) Finance costs: Interest on lease liabilities (Note 22(b)) Interest on other borrowings (Note 22(b)) Interest on a bank borrowing (Note 22(b))	(a) 融資成本: 租賃負債利息 (附註22(b)) 其他借貸利息 (附註22(b)) 銀行借貸利息 (附註22(b))	240 – –	– 1,174 846
To tal interest expense on financial liabilities not at fair value through profit or loss	並非按公平值於損益賬處理之金融負債之利息開支總額	240	2,020
(b) Staff costs (including directors' emoluments): Salaries and allowance Di rector's quarter recognised as lease expense (note (ii)) Co ntributions to defined contribution retirement plans	(b) 員工成本 (包括董事酬金): 薪金及津貼確認為租賃開支的董事宿舍(附註(ii)) 界定供款退休計劃供款	19,781 – 317	18,953 1,080 312
		20,098	20,345
(c) Other items: Co st of goods recognised as an expenses (note (i)) Auditors' remuneration	(c) 其他項目: 確認為開支之商品成本 (附註(i)) 核數師酬金	384,605	51,818
– audit services – non-audit services Depreciation charges (Note 15) – owned property,	-核數服務 -非核數服務折舊支出(附註15) -自有物業、廠房及	750 307 419	940 661 316
plant and equipment – right-of-use assets (note (iii))	設備 -使用權資產(附註(iii))	3,908	–
To tal minimum lease payments for lease previously classified as operating leases under HKAS 17 (notes (ii) and (iii))	先前根據香港會計準則第17號分類為經營租賃之租賃最低租賃付款總額(附註(ii)及(iii))	–	3,422 –
Short-term lease expense	短期租賃開支	89

9. (LOSS)/PROFIT BEFORE TAXATION (Continued)

Notes:

(i) The amount for the year ended 30 June 2020 includes write down of inventories of HK\$5,833,000 (2019: HK\$3,147,000).
(ii) Staff costs included HK\$nil (2019: HK\$1,080,000), being lease payments for leasing a property as director's quarter for Mr. Andrew Ferguson, an executive director of the Company. During the year ended 30 June 2020, with the application of HKFRS 16, the lease of the director's quarter was recognised as right-of-use asset and lease liability upon the initial application of HKFRS 16 on 1 July 2019. For the year ended 30 June 2019, the amount was included in the total amount of operating lease charges as disclosed above.
(iii) The Group has initially applied HKFRS 16 using the modified retrospective approach and adjusted the opening balances at 1 July 2019 to recognise right-of-use assets relating to leases which were previously classified as operating leases under HKAS 17. After initial recognition of right-ofuse assets at 1 July 2019, the Group as a lessee is required to recognise the depreciation of right-of-use assets, instead of the previous policy of recognising rental expenses incurred under operating leases on a straight-line basis over the lease term. Under this approach, the comparative information is not restated, see Note 4.

10. INCOME TAX (CREDIT)/EXPENSE

(a) Amounts recognised in profit or loss:

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

9. 除稅前(虧損)╱溢利(續)

附註:

(i) 截至二零二零年六月三十日止年度之金額包括存貨撇減5,833,000港元(二零一九年:3,147,000港元)。
(ii) 員工成本包括零港元(二零一九年: 1,080,000港元),即為本公司執行董事 Andrew Ferguson先生租賃物業作為董事宿舍的租賃付款。於截至二零二零年六月三十日止年度,由於應用香港財務報告準則第16號,董事宿舍的租賃已於二零一九年七月一日初步應用香港財務報告準則第 16號後確認為使用權資產及租賃負債。於截至二零一九年六月三十日止年度,該金額乃計入上文所披露的經營租賃開支總額。
(iii) 本集團已採用經修訂追溯法首次應用香港財務報告準則第16號,並調整於二零一九年七月一日的年初結餘,以確認與先前根據香港會計準則第17號分類為經營租賃的租賃相關的使用權資產。於二零一九年七月一日初次確認使用權資產後,本集團 (作為承租人)須確認使用權資產的折舊, 而非過往以直線基準法確認租期內經營租賃產生的租賃費用。按此方法,比較資料不予重列。見附註4。

10. 所得稅(抵免)╱開支

(a) 於損益賬確認之金額:
----------------	--

	2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Current tax 即期稅項 – Hong Kong Profits Tax for the year -年內香港利得稅 (附註(i)) (note (i))	644	231
– PRC Enterprise Income Tax ("EIT") -年內中國企業所得稅 for the year (note (ii)) (「企業所得稅」) (附註(ii))	–	597
– Under-provision of EIT for the -過往年度之企業所得 prior year 稅撥備不足	1	–
Deferred tax 遞延稅項 – Origination and reversal of -暫時差額之產生及回撥(附註25(a)) temporary differences (Note 25(a))	(646)	–
Income tax (credit)/expense 所得稅(抵免)╱開支	(1)	828

10. INCOME TAX (CREDIT)/EXPENSE (Continued)

(a) Amounts recognised in profit or loss: (Continued)

Notes:

(i) The provision for Hong Kong Profits Tax for 2020 and 2019 were calculated at 16.5% of the estimated assessable profits for the year.

On 21 March 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the "Bill") which introduces the two-tiered profits tax rates regime (the "Two-tiered Profits Tax Rate Regime"). The Bill was signed into law on 28 March 2018 and was gazetted on the following day.

Under the Two-tiered Profits Tax Rate Regime, the first HK\$2 million of the assessable profits of the qualifying group entity is taxed at 8.25% and the assessable profits above HK\$2 million is taxed at 16.5%. The profits of group entities not qualifying for the Two-tiered Profits Tax Rate Regime continue to be taxed at a flat rate of 16.5%.

(ii) The Group's subsidiaries established in China is subject to the PRC EIT at 25% (2019: 25%).
(iii) The Group is not subject to any taxation under the jurisdiction of Bermuda and the British Virgin Islands for the years ended 30 June 2020 and 2019.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

10. 所得稅(抵免)╱開支(續)

(a) 於損益賬確認之金額:(續) 附註:

(i) 二零二零年及二零一九年的香港利得稅乃按年內估計應課稅利潤以稅率16.5%計提撥備。

於二零一八年三月二十一日,香港立法會通過《二零一七年稅務(修訂) (第7號)條例草案》(「條例草案」), 其引入利得稅兩級制(「利得稅兩級制」)。該條例草案於二零一八年三月二十八日獲簽署成為法律且於翌日在憲報刊登。

根據利得稅兩級制,合資格集團實體的首筆2百萬港元應課稅利潤以 8.25%的稅率徵稅,而超過2百萬港元之應課稅利潤以16.5%的稅率徵稅。不符合利得稅兩級制資格的集團實體的溢利繼續按16.5%的統一稅率徵稅。

(ii) 本集團於中國成立的附屬公司須按 25%的稅率繳納中國企業所得稅(二零一九年:25%)。
(iii) 本集團於截至二零二零年及二零一九年六月三十日止年度毋須繳納百慕達及英屬處女群島司法轄區的任何稅項。

172 APAC Resources Limited 亞太資源有限公司

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. INCOME TAX (CREDIT)/EXPENSE (Continued)

(b) Reconciliation between tax (credit)/expense and accounting (loss)/profit at applicable tax rate:

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

10. 所得稅(抵免)╱開支(續)

(b) 稅項(抵免)╱開支與會計 (虧損)╱溢利之間按適用稅率之對賬:

		2020	2019
		二零二零年	二零一九年
		HK\$'000	HK\$'000
		千港元	千港元

(Loss)/profit before taxation	除稅前(虧損)╱溢利	(429,402)	609,260

Notional tax on (loss)/profit before	按16.5%的香港利得稅	(70,851)	100,528
taxation, calculated at Hong Kong	稅率計算之除稅前
Profits tax rate of 16.5%	(虧損)╱溢利之
	名義稅項
Effect of different tax rates arising from	其他稅務司法權區所產生	(124)	–
other tax jurisdictions	不同稅率之影響
Tax effect of non-deductible expenses	不可扣稅開支之稅務影響	107,840	60,513
Tax effect of non-taxable income	毋須課稅收入之稅務影響	(17,438)	(117,825)
Tax effect of share of results of	分佔聯營公司業績之	(24,180)	(45,169)
associates	稅務影響
Statutory tax concession	法定稅項減免	(165)	(165)
Tax effect of tax losses/deductible	並無確認之稅項虧損╱	4,855	3,058
temporary differences not recoginsed	可扣除暫時性差異之
	稅務影響
Utilisation of tax losses previously not	動用先前未確認之	–	(140)
recognised	稅項虧損
Under-provision in prior years	過往年度撥備不足	1	–
Others	其他	61	28

Income tax (credit)/expense for the year 年內所得稅(抵免)╱開支		(1)	828

11. DIRECTORS' EMOLUMENTS

Directors' emoluments disclosed pursuant to section 383(1) of the Hong Kong Companies Ordinance and Part 2 of the Companies (Disclosure of Information about Benefits of Directors) Regulation are as follows:

Year ended 30 June 2020

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

11. 董事酬金

根據香港《公司條例》第383(1)條及《公司(披露董事利益資料)規例》第2部披露之董事酬金如下:

截至二零二零年六月三十日止年度

			Salaries,		Retirement
			allowances		benefit
		Fee	and other benefits	Discretionary bonus	schemes contributions	Total
			薪金、津貼		退休福利
		袍金	及其他福利	酌情花紅	計劃供款	總計
		HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000
		千港元	千港元	千港元	千港元	千港元
Executive directors:
Mr. Andrew Ferguson	執行董事:	–	4,769	–	18	4,787
(note (a))	Andrew Ferguson先生 (附註(a))
Mr. Brett Robert Smith	Brett Robert Smith先生	–	1,380	–	126	1,506
Non-executive directors:	非執行董事:
Mr. Lee Seng Hui	李成輝先生	127	–	–	–	127
Ms. Lam Lin Chu (note (b))	林蓮珠女士(附註(b))	14	–	–	–	14
Mr. So Kwok Hoo (note (c))	蘇國豪先生(附註(c))	113	–	–	–	113
Mr. Arthur George Dew	Arthur George Dew先生	–	301	401	–	702
(note (d))	(附註(d))
Mr. Wong Tai Chun, Mark,	王大鈞先生	–	146	156	7	309
alternate director of	(Arthur George Dew先生
Mr. Arthur George Dew (note (d))	之替任董事)(附註(d))
Independent non-executive directors:	獨立非執行董事:
Dr. Wong Wing Kuen, Albert	王永權博士	201	–	–	–	201
Mr. Chang Chu Fai, Johnson Francis	鄭鑄輝先生	201	–	–	–	201
Mr. Wang Hongqian (note (e))	王宏前先生(附註(e))	201	–	–	–	201
Mr. Robert Moyse Willcocks	Robert Moyse Willcocks先生	80	–	–	–	80
(note (f))	(附註(f))

		937	6,596	557	151	8,241

11. DIRECTORS' EMOLUMENTS (Continued)

Year ended 30 June 2019

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

11. 董事酬金(續)

截至二零一九年六月三十日止年度

			Salaries,		Retirement
			allowances		benefit
			and other	Discretionary	schemes
		Fee	benefits	bonus	contributions	Total
			薪金、津貼		退休福利
		袍金	及其他福利	酌情花紅	計劃供款	總計
		HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000
		千港元	千港元	千港元	千港元	千港元

Executive directors:	執行董事:
Mr. Andrew Ferguson (note (a))	Andrew Ferguson先生 (附註(a))	–	4,586	602	18	5,206
Mr. Brett Robert Smith	Brett Robert Smith先生	–	1,348	1,500	122	2,970

Non-executive directors:	非執行董事:
Mr. Lee Seng Hui	李成輝先生	121	–	–	–	121
Mr. So Kwok Hoo (note (c))	蘇國豪先生(附註(c))	121	–	–	–	121
Mr. Arthur George Dew	Arthur George Dew先生	–	292	387	–	679
(note (d))	(附註(d))
Mr. Wong Tai Chun, Mark,	王大鈞先生	–	142	126	7	275
alternate director of	(Arthur George Dew先生
Mr. Arthur George Dew (note (d))	之替任董事)(附註(d))
Independent non-executive directors:	獨立非執行董事:
Dr. Wong Wing Kuen, Albert	王永權博士	191	–	–	–	191
Mr. Chang Chu Fai, Johnson Francis	鄭鑄輝先生	191	–	–	–	191
Mr. Robert Moyse Willcocks (note (f))	Robert Moyse Willcocks先生 (附註(f))	191	–	–	–	191
Mr. Wang Hongqian (note (e))	王宏前先生(附註(e))	21	–	–	–	21

		836	6,368	2,615	147	9,966

11. DIRECTORS' EMOLUMENTS (Continued)

Notes:

(a) Mr. Andrew Ferguson is also the chief executive officer of the Company and his emoluments disclosed above include those for services rendered by him as a chief executive officer.

Included in salaries, allowances and other benefit, there is payment of HK\$1,279,000 (2019: HK\$1,080,000) being the payment made by the Group for Mr. Andrew Ferguson's use as the director's quarter which the Group is the lessee for the year ended 30 June 2020 and 2019. Of the payment of HK\$1,279,000 (2019: HK\$1,080,000), HK\$nil (2019: HK\$1,080,000) is charged to profit or loss as lease expenses, and HK\$1,279,000 (2019: HK\$nil) represent the repayment of capital and interest for capitalised lease payments payable under tenancy agreement during the year ended 30 June 2020 with the application of HKFRS 16.

(b) Ms. Lam Lin Chu was appointed as a non-executive director of the Company on 21 May 2020.
(c) Mr. So Kwok Hoo resigned as a non-executive director of the Company on 21 May 2020.
(d) These directors of the Company received certain remuneration from the parent company of the substantial shareholder of the Company which provided management services to the Group and charged the Group a management service fee for services provided by these directors as well as other management personnel who are not the directors of the Company. Details of these management services and the related expenses are set out in Note 33. The amounts disclosed above represented the emoluments paid or payable to these directors by the parent company of the substantial shareholder of the Company which is included in the amounts disclosed in Note 33(b).
(e) Mr. Wang Hongqian was appointed as an independent non-executive director of the Company on 24 May 2019.
(f) Mr. Robert Moyse Willcocks retired as an independent non-executive director of the Company on 22 November 2019.

The executive directors' emoluments shown above are mainly for their services in connection with the management of the affairs of the Company and of the Group.

The non-executive directors' and independent non-executive directors' emoluments shown above are mainly for their services as directors of the Company.

The bonus was determined in accordance with the performance of the Group and of the individual.

There was no arrangement under which directors and chief executive of the Company have waived or agreed to waive any emoluments during the years ended 30 June 2020 and 2019.

No emoluments were paid by the Group to any of the directors of the Company or the five highest paid individuals of the Group as an inducement to join or upon joining the Group or as compensation for loss of office during the years ended 30 June 2020 and 2019.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

11. 董事酬金(續)

附註:

(a) Andrew Ferguson先生亦為本公司之行政總裁,上述所披露之酬金包括彼擔任行政總裁提供服務之酬金。
薪金、津貼及其他福利包括付款 1,279,000港元(二零一九年:1,080,000 港元),為本集團讓Andrew Ferguson先生作為董事之宿舍使用而支付的款項,本集團於截至二零二零年及二零一九年六月三十日止年度為承租人。付款1,279,000 港元(二零一九年:1,080,000港元)中, 零港元(二零一九年︰1,080,000港元)於損益扣除作為租賃開支,而1,279,000港元(二零一九年:零港元)為應用香港財務報告準則第16號後於截至二零二零年六月三十日止年度償還根據租賃協議應付的資本化租賃付款資金及利息。
(b) 林蓮珠女士於二零二零年五月二十一日獲委任為本公司非執行董事。
(c) 蘇國豪先生於二零二零年五月二十一日辭任本公司非執行董事。
(d) 該等本公司董事向本公司主要股東(其向本集團提供管理服務)之母公司收取若干薪酬,該母公司就該等董事以及並非本公司董事之其他管理人員所提供之服務向本集團收取管理服務費。有關該等管理服務及相關費用的詳情載於附註33。上文披露的金額僅指本公司主要股東之母公司已付或應付該等董事的酬金(計入附註33(b)披露的金額內)。
(e) 王宏前先生於二零一九年五月二十四日獲委任為本公司獨立非執行董事。
(f) Robert Moyse Willcocks先生於二零一九年十一月二十二日退任本公司獨立非執行董事。

上文所示執行董事之酬金主要就彼等所提供與管理本公司及本集團事務有關之服務而支付。

上文所示非執行董事及獨立非執行董事之酬金主要就彼等擔任本公司董事之職務而支付。

花紅乃根據本集團表現及個人表現釐定。

於截至二零二零年及二零一九年六月三十日止年度,本公司概無任何董事及最高行政人員放棄或同意放棄任何酬金之安排。

於截至二零二零年及二零一九年六月三十日止年度,本集團並無向任何本公司董事或本集團五名最高薪人士支付任何酬金,作為吸引其加入或將加入本集團時之獎勵,或作為離職賠償。

2020 2019 二零二零年 二零一九年 Number of individuals Number of individuals 僱員人數 僱員人數 HK\$1,500,001 to HK\$2,000,000 1,500,001港元至2,000,000港元 1 2 HK\$2,000,001 to HK\$2,500,000 2,000,001港元至2,500,000港元 1 – HK\$3,000,001 to HK\$3,500,000 3,000,001港元至3,500,000港元 – 1 HK\$6,000,001 to HK\$6,500,000 6,000,001港元至6,500,000港元 1 – 3 3

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

12. INDIVIDUALS WITH HIGHEST EMOLUMENTS

Of the five individuals with the highest emoluments in the Group, two (2019: two) are directors of the Company whose emoluments are disclosed in Note 11. The aggregate of the emoluments in respect of the other three (2019: three) individuals were as follows:

highest emoluments are within the following bands:

士的酬金介乎以下範圍:

12. 最高酬金人士

本集團最高酬金之五名人士中,兩名 (二零一九年:兩名)為本公司董事,其酬金已披露於附註11。有關餘下三名 (二零一九年:三名)人士之酬金總額載列如下:

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Salaries, allowances and other benefits Discretionary bonus Retirement benefits schemes contributions	薪金、津貼及其他福利酌情花紅退休福利計劃供款	5,577 4,505 54	5,468 1,904 54
		10,136	7,426
The emoluments of the three (2019: three) individuals with the			最高酬金之三名(二零一九年:三名)人

綜合財務報表附註(續)

176 APAC Resources Limited 亞太資源有限公司

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

13. DIVIDENDS

13. 股息

Dividends recognised as distribution to owners of the Company during the year:

年內確認為向本公司擁有人分派的股息:

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
2019 interim dividend declared – HK10 cents (2019: 2018 interim dividend declared – HK6 cents with a scrip dividend option)	已宣派二零一九年中期股息-10港仙(二零一九年:已宣派二零一八年中期股息-6港仙, 可選擇以股代息)	121,890	47,717

During the year ended 30 June 2020, an interim dividend of HK10 cents (2019: HK6 cents) per ordinary share, in an aggregate amount of HK\$121,890,000 (2019: HK\$47,717,000), was declared in respect of the year ended 30 June 2019 (2019: year ended 30 June 2018) and an amount of HK\$121,890,000 is paid or payable in cash (2019: an amount of HK\$28,072,000 was selected to be settled by cash and the remaining amount of HK\$19,645,000 was selected to be settled by the issue of 17,318,628 new ordinary shares of the Company).

Subsequent to the end of the reporting period, the directors of the Company declared an interim dividend of HK10 cents per ordinary share (in lieu of a final dividend) for the year ended 30 June 2020 (2019: interim dividend (in lieu of a final dividend) of HK10 cents).

截至二零二零年六月三十日止年度, 本公司已就截至二零一九年六月三十日止年度(二零一九年:截至二零一八年六月三十日止年度)宣派中期股息每股普通股10港仙(二零一九年:6港仙),總額為121,890,000港元(二零一九年:47,717,000港元),而金額 121,890,000港元以現金支付或應付 (二零一九年:金額28,072,000港元選擇以現金結付,而餘額19,645,000港元選擇透過發行17,318,628股本公司新普通股結付)。

於報告期末後,本公司董事已就截至二零二零年六月三十日止年度宣派中期股息每股普通股10港仙(代替末期股息)(二零一九年:中期股息(代替末期股息)10港仙)。

14. (LOSS)/EARNINGS PER SHARE

(a) Basic (loss)/earnings per share

The calculation of the basic (loss)/earnings per share is based on the loss attributable to the owners of the Company of HK\$429,401,000 (2019: profit of HK\$608,432,000) and the weighted average number of 1,218,893,914 (2019: 894,232,466) ordinary shares in issue during the year.

(b) Diluted (loss)/earnings per share

There were no dilutive potential ordinary shares in issue during the years ended 30 June 2020 and 2019. The diluted (loss)/ earnings per share is the same as the basic (loss)/earnings per share for the year ended 30 June 2020 and 2019.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

14. 每股(虧損)╱盈利

(a) 每股基本(虧損)╱盈利

每股基本(虧損)╱盈利乃根據年內本公司擁有人應佔虧損 429,401,000港元(二零一九年:溢利608,432,000港元)及已發行普通股之加權平均數1,218,893,914股 (二零一九年:894,232,466股)計算。

(b) 每股攤薄(虧損)╱盈利

於截至二零二零年及二零一九年六月三十日止年度概無已發行攤薄潛在普通股。截至二零二零年及二零一九年六月三十日止年度,每股攤薄(虧損)╱盈利與每股基本(虧損)╱盈利相同。

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

15. PROPERTY, PLANT AND EQUIPMENT

15. 物業、廠房及設備

		Right-of-use assets	Leasehold improvements, furniture and fixtures	Office equipment	Computers	Motor vehicles	Total
		使用權資產 HK\$'000 千港元	租賃物業裝修、傢具及裝置 HK\$'000 千港元	辦公室設備 HK\$'000 千港元	電腦 HK\$'000 千港元	汽車 HK\$'000 千港元	總計 HK\$'000 千港元
Cost	成本
At 1 July 2018 Additions	於二零一八年七月一日添置	– –	3,339 –	116 10	1,436 907	1,789 –	6,680 917
At 30 June 2019 Impact on initial application of HKFRS 16 (Note (i))	於二零一九年六月三十日首次應用香港財務報告準則第16號的影響(附註(i))	– 4,863	3,339 –	126 –	2,343 –	1,789 –	7,597 4,863
At 1 July 2019 Additions	於二零一九年七月一日添置	4,863 2,608	3,339 –	126 –	2,343 186	1,789 –	12,460 2,794
Lease modification Exchange adjustments	租賃修訂匯兌調整	957 (12)	– –	– –	– –	– –	957 (12)
At 30 June 2020	於二零二零年六月三十日	8,416	3,339	126	2,529	1,789	16,199
Accumulated depreciation At 1 July 2018 Charge for the year	累計折舊於二零一八年七月一日年內支出	– –	2,723 222	104 3	1,326 89	1,760 2	5,913 316
At 30 June 2019 and 1 July 2019	於二零一九年六月三十日及	–	2,945	107	1,415	1,762	6,229
Charge for the year Exchange adjustments	二零一九年七月一日年內支出匯兌調整	3,908 (10)	182 –	4 –	233 –	– –	4,327 (10)
At 30 June 2020	於二零二零年六月三十日	3,898	3,127	111	1,648	1,762	10,546
Carrying amounts At 30 June 2020	賬面值於二零二零年六月三十日	4,518	212	15	881	27	5,653
At 30 June 2019	於二零一九年六月三十日	–	394	19	928	27	1,368

15. PROPERTY, PLANT AND EQUIPMENT (Continued)

Right-of-use assets

The analysis of the net book value of right-of-use assets by class of underlying asset is as follows:

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

15. 物業、廠房及設備(續)

使用權資產

按相關資產類別劃分的使用權資產賬面淨值分析如下:

		30 June 2020 二零二零年六月三十日 HK\$'000 千港元	1 July 2019 二零一九年七月一日 HK\$'000 千港元
Properties leased for own use, carried at depreciated cost (note (ii)) Equipment leased for own use, carried at depreciated cost (note (iii))	按折舊成本列賬的自用租賃物業(附註(ii)) 按折舊成本列賬的自用租賃設備(附註(iii))	4,331 187	4,604 259
		4,518	4,863
The analysis of expense items in relation to leases recognised in profit or loss is as follows:		於損益確認的與租賃有關的支出項目分析如下:
		30 June 2020 二零二零年六月三十日 HK\$'000 千港元	1 July 2019 二零一九年七月一日 HK\$'000 千港元 (note (i)) (附註(i))
Depreciation charge of right-of-use assets by class of underlying asset: – Properties leased for own use – Equipment	按相關資產類別劃分的使用權資產折舊費用: -自用租賃物業 -設備	3,827 81	– –
		3,908	–
Interest on lease liabilities (Note 9(a)) Expense relating to short-term leases and other leases with remaining lease term ending on or before 30 June 2020 Total minimum lease payments for leases previously classified as operating leases under HKAS 17	租賃負債利息(附註9(a)) 剩餘租期於二零二零年六月三十日或之前完結之短期租賃及其他租賃相關支出先前根據香港會計準則第17號分類為經營租賃的租賃的最低租賃付款總額	240 89 –	– – 3,422

15. PROPERTY, PLANT AND EQUIPMENT (Continued)

Right-of-use assets (Continued)

Notes:

(i) The Group has initially applied HKFRS 16 using the modified retrospective approach and adjusted the opening balances at 1 July 2019 to recognise right-of-use assets relating to leases which were previously classified as operating leases under HKAS 17. After initial recognition of right-ofuse assets at 1 July 2019, the Group as a lessee is required to recognise the depreciation of right-of-use assets, instead of the previous policy of recognising rental expenses incurred under operating leases on a straightline basis over the lease term. Under this approach, the comparative information is not restated. See Note 4.
(ii) Properties leased for own use

The Group has obtained the right to use properties as its offices and staff quarters through tenancy agreements. The leases typically run for an initial period of 2 years.

Some leases include an option to renew the lease for an additional period after the end of the contract term. Where practicable, the Group seeks to include such extension options exercisable by the Group to provide operational flexibility. The Group assesses at lease commencement date whether it is reasonably certain to exercise the extension options. If the Group is not reasonably certain to exercise the extension options, the future lease payments during the extension periods are not included in the measurement of lease liabilities.

(iii) Other leases

The Group leases office equipment under leases expiring in 5 years. Some leases include an option to renew the lease when all terms are renegotiated, while some include an option to purchase the leased equipment at the end of the lease term at a price deemed to be a bargain purchase option. None of the leases includes variable lease payments.

During the year, additions to right-of-use assets were HK\$2,608,000, which is related to the capitalised lease payments payable under new tenancy agreements.

Details of total cash outflow for leases and the maturity analysis of lease liabilities are set out in Note 24.

As at 30 June 2020, the portfolio of short-term leases is similar to the portfolio of short-term leases to which the short-term lease expense disclosed above.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

15. 物業、廠房及設備(續)

使用權資產(續)

附註:

(i) 本集團已採用經修訂追溯法首次應用香港財務報告準則第16號,並調整於二零一九年七月一日的年初結餘,以確認與先前根據香港會計準則第17號分類為經營租賃的租賃相關的使用權資產。於二零一九年七月一日初次確認使用權資產後,本集團(作為承租人)須確認使用權資產的折舊,而非過往以直線法確認租期內經營租賃下所產生租賃費用的政策。按此方法,比較資料不予重列。見附註4。
(ii) 自用租賃物業

本集團根據租賃協議取得將物業用作其辦事處及員工宿舍的權利。該等租賃的初始租期通常為兩年。

若干租賃包括合約屆滿後將租賃重續額外期間的選擇權。倘實際可行,本集團尋求加入本集團可行使的有關續期選擇權,以提供營運靈活度。本集團於租賃開始日期評估其是否可合理確定將行使續期選擇權。倘本集團無法合理確定將行使續期選擇權,則延長期內的未來租賃付款不計入租賃負債的計量。

(iii) 其他租賃
本集團根據於五年內屆滿的租約租賃辦公室設備。若干租約包括續期時可重新磋商所有條款的選擇權,而另一些租約包括於租期屆滿時按視作議價購買選擇權的作價購買租賃設備的選擇權。該等租約概不包括可變租賃付款。

年內,使用權資產添置為2,608,000港元,與根據新租賃協議應付的資本化租賃付款有關。

有關租賃的總現金流出以及租賃負債到期日的分析的詳情載於附註24。

於二零二零年六月三十日,短期租賃組合類似上文所披露的短期租賃開支所涉及的短期租賃組合。

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

16. INTERESTS IN ASSOCIATES

16. 於聯營公司之權益

			2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Interests in associates before impairment (note (i))	於聯營公司之權益 (減值前)(附註(i))		2,105,590	1,934,861
Impairment losses recognised (note (ii))	已確認減值虧損(附註(ii))		(580,014)	(30,400)
			1,525,576	1,904,461
Fair value of listed investments	上市投資之公平值		1,500,361	1,864,772
Notes:		附註:
(i) The balance includes cost of interests in associates, after adjustment for sharing of the post-acquisition results and other comprehensive income of associates, dividend received and exchange differences.		(i)		結餘包括於聯營公司之權益成本、調整後的分佔聯營公司收購後業績及其他全面收益、已收取股息及匯兌差額。
(ii) The movement of the impairment losses recognised is as below:		(ii)	已確認減值虧損變動如下:
			2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
At beginning of the year Impairment loss recognised Reversal of impairment loss	於年初已確認減值虧損回撥減值虧損		(30,400) (580,014) 30,400	(673,839) (12,951) 656,390
At end of the year	於年末		(580,014)	(30,400)

At the end of the reporting period, the management of the Group carried out review on impairment loss on the carrying amounts of its interests in Mount Gibson Iron Limited ("MGX") and Tanami Gold NL ("Tanami") by comparing their recoverable amounts (higher of value in use and fair value less costs of disposal) with its respective carrying amounts. The (impairment loss)/reversal of impairment loss on interests in associates recognised in the consolidated statement of profit or loss for the year ended 30 June 2020, net, are as follows:

於報告期末,本集團管理層審視其於 Mount Gibson Iron Limited(「MGX」)及 Tanami Gold NL(「Tanami」)之權益之賬面值減值虧損,方法為將其可收回金額(使用價值與公平值減出售成本兩者中較高者)與其各自的賬面值比較。於截至二零二零年六月三十日止年度之綜合損益表確認之於聯營公司之權益之 (減值虧損)╱回撥減值虧損淨額如下:

	2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
MGX Tanami	(580,014) 30,400	656,390 (12,951)
	(549,614)	643,439

16. INTERESTS IN ASSOCIATES (Continued)

Details of the Group's interests in associates, which are accounted for using the equity method in the consolidated financial statements, are as follows:

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

16. 於聯營公司之權益(續)

本集團於聯營公司之權益(按權益法於綜合財務報表入賬)詳情如下:

		Place of	Issued and paid	Group's	Proportion of ownership interest 擁有權權益比例
Name of company	Listed/ unlisted 上市╱	establishment/ operation 成立╱	up registered capital 已發行及繳足	effective interest 本集團之	Held by the Company 本公司	Held by subsidiaries 附屬公司	Principal activities
公司名稱	非上市	經營地點	註冊股本	實際權益	持有	持有	主要業務
平港(上海)貿易有限公司	Unlisted	The PRC/The PRC	Paid-up capital of RMB50,000,000 out of registered capital of RMB50,000,000	40% (2019: 40%)	40% (2019: 40%)	– (2019: Nil)	Wholesales, import and export, agency service and relevant service for coal, coke, material for metallurgy, mineral products, chemical engineering products, mechanical and electrical equipment and spare parts, steel and steel products, construction material and related products and technology.
	非上市	中國╱中國	註冊股本人民幣 50,000,000元中繳足股本人民幣 50,000,000元	40% (二零一九年: 40%)	40% (二零一九年: 40%)	– (二零一九年: 無)	批發、進出口、經紀服務及有關煤、焦煤、冶金料、礦物產品、化學工程產品、機械及電機器材及零件、鋼及鋼產品、建築材料及相關產品及技術之服務。
Mount Gibson Iron Limited ("MGX") (note 附註 (a))	Listed	Australia/Australia	1,157,682,542 ordinary shares (2019: 1,128,369,730 ordinary shares)	35.14% (2019: 33.23%)	– (2019: Nil)	35.14% (2019: 33.23%)	Mining of hematite iron ore in Western Australia.
	上市	澳洲╱澳洲	1,157,682,542股普通股(二零一九年: 1,128,369,730股普通股)	35.14% (二零一九年: 33.23%)	– (二零一九年: 無)	35.14% (二零一九年: 33.23%)	於西澳洲開採赤鐵礦石。
Tanami Gold NL ("Tanami") (note 附註 (b))	Listed	Australia/Australia	1,175,097,046 ordinary shares (2019: 1,175,097,046 ordinary shares)	46.30% (2019: 43.55%)	– (2019: Nil)	46.30% (2019: 43.55%)	Gold exploration in Tanami Desert straddling the Western Australian and Northern Territory border.
	上市	澳洲╱澳洲	1,175,097,046股普通股(二零一九年: 1,175,097,046股普通股)	46.30% (二零一九年: 43.55%)	– (二零一九年: 無)	46.30% (二零一九年: 43.55%)	於Tanami Desert(橫跨西澳洲及北領地邊界) 進行黃金勘探。

16. INTERESTS IN ASSOCIATES (Continued)

Notes:

(a) During the year ended 30 June 2020, the Group's shareholdings in MGX increased from 33.23% as at 30 June 2019 to 35.14% as at 30 June 2020. Such increase is mainly due to the combined effects of MGX's issuance of 1,705,800 restricted shares to senior management, acquisition of 9,716,569 shares in MGX and the Group's reinvestment of its dividends entitled from MGX in exchange of MGX's 22,217,842 new ordinary shares. The Group recognised a loss of HK\$1,679,000 from the deemed disposal of its partial interest in MGX upon MGX's issuance of the restricted shares and the Group recognised a goodwill of HK\$22,641,000, which is included in the Group's interest in MGX, from the acquisition of additional shares in MGX and reinvestment of its entitled dividends into MGX.

During the year ended 30 June 2019, the Group's shareholdings in MGX increased from 32.20% as at 30 June 2018 to 33.23% as at 30 June 2019. Such increase was mainly due to the combined effects of MGX's issuance of 2,998,351 restricted shares to senior management and the Group's reinvestment of its dividends entitled from MGX in exchange of MGX's 21,882,844 new ordinary shares. The Group recognised a loss of HK\$3,762,000 from the deemed disposal of its partial interest in MGX upon MGX's issuance of the restricted shares and the Group recognised a goodwill of HK\$1,076,000, which was included in the Group's interest in MGX, from the reinvestment of its entitled dividends into MGX.

(b) During the year ended 30 June 2020, the Group's shareholdings in Tanami increased from 43.55% to 46.30% due to acquisition of 32,238,736 shares in Tanami. The cash consideration for the acquisition was A\$1,454,000 (equivalent to approximately HK\$7,684,000). The Group recognised a goodwill of HK\$745,000, which is included in the Group's interest in Tanami, from its acquisition of additional interest in Tanami.

During the year ended 30 June 2019, the Group's shareholdings in Tanami increased from 38.09% to 43.55% due to acquisition of 64,169,922 shares in Tanami. The cash consideration for the acquisition was A\$2,394,000 (equivalent to approximately HK\$13,443,000). The Group recognised a goodwill of HK\$1,424,000, which is included in the Group's interest in Tanami, from its acquisition of additional interest in Tanami.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

16. 於聯營公司之權益(續)

附註:

(a) 於截至二零二零年六月三十日止年度,本集團於MGX之股權由二零一九年六月三十日之33.23%增加至二零二零年六月三十日之35.14%。有關增加乃主要由於MGX 向高級管理層發行1,705,800股受限制股份、收購MGX的9,716,569股股份及本集團有權自MGX收取的股息再投資以換取 MGX發行的22,217,842股新普通股的合併影響。本集團於MGX發行受限制股份後確認視作出售其於MGX之部份權益產生之虧損1,679,000港元及本集團確認增購 MGX股份及將其所享股息再投資於MGX 產生之商譽22,641,000港元(計入本集團於MGX之權益)。

於截至二零一九年六月三十日止年度,本集團於MGX之股權由二零一八年六月三十日之32.20%增加至二零一九年六月三十日之33.23%。有關增加乃主要由於MGX 向高級管理層發行2,998,351股受限制股份及本集團有權自MGX收取的股息再投資以換取MGX發行的21,882,844股新普通股的合併影響。本集團於MGX發行受限制股份後確認視作出售其於MGX之部份權益產生之虧損3,762,000港元及本集團確認將其所享股息再投資於MGX產生之商譽1,076,000港元(計入本集團於MGX之權益)。

(b) 於截至二零二零年六月三十日止年度, 由於收購Tanami的32,238,736股股份, 本集團於Tanami之股權由43.55%增加至 46.30%。該收購的現金代價為1,454,000 澳元(相當於約7,684,000港元)。本集團確認其收購Tanami額外權益產生之商譽 745,000港元(計入本集團於Tanami之權益)。

於截至二零一九年六月三十日止年度, 由於收購Tanami的64,169,922股股份, 本集團於Tanami之股權由38.09%增加至 43.55%。該收購的現金代價為2,394,000 澳元(相當於約13,443,000港元)。本集團確認其收購Tanami額外權益產生之商譽 1,424,000港元(計入本集團於Tanami之權益)。

16. INTERESTS IN ASSOCIATES (Continued)

Impairment assessment on the Group's interest in MGX

At the end of the reporting period, in view of decrease (2019: increase) in share price of MGX, the management of the Group carried out review on impairment loss (2019: reversal of impairment loss) on the carrying amount of its interest in MGX by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. In determining the value in use of MGX, the Group estimated the present value of the future cash flows expected to arise from dividends of MGX which is estimated based on the cash flows from the operations of MGX and the proceeds on the ultimate disposal of MGX. The estimation takes into account the estimated future prices and production volume of hematite iron ores of MGX, a discount rate of 9.4% (2019: 9.4%) and historical dividend payout ratio of MGX. The fair value less costs of disposal of MGX was determined based on the closing price of the shares of MGX listed on the ASX at the end of each reporting period. As at 30 June 2020, the recoverable amount of the Group's interest in MGX, which represents the fair value less costs of disposal of HK\$1,320,852,000 (2019: HK\$1,738,665,000), is lower (2019: higher) than its carrying amount. Accordingly, an impairment loss of HK\$580,014,000 (2019: a reversal of impairment loss of HK\$656,390,000) is recognised in profit or loss during the year ended 30 June 2020.

Impairment assessment on the Group's interest in Tanami

At the end of the reporting period, in view of increase in carrying amount of the Group's interest in Tanami during the year ended 30 June 2020, the management of the Group carried out impairment review on the carrying amount of its interest in Tanami by comparing its recoverable amount with its carrying amount. In view of the material uncertainty associated with the exploration for and evaluation of the mineral resources possessed by Tanami, no sufficient information is available for the management of the Group to estimate future cash flows used in the value in use calculation. Therefore, the recoverable amount of the Group's interest in Tanami is based on its fair value less costs of disposal, which has been determined based on the closing price of the shares of Tanami listed on the ASX at the end of the reporting period. As at 30 June 2020, the recoverable amount of the Group's interest in Tanami, which represents the fair value less costs of disposal of HK\$179,150,000 (2019: HK\$126,107,000), is higher (2019: lower) than its carrying amount. Accordingly, a reversal of impairment loss of HK\$30,400,000 (2019: impairment loss of HK\$12,951,000) is recognised in profit or loss during the year ended 30 June 2020.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

16. 於聯營公司之權益(續)

本集團於MGX之權益之減值評估

於報告期末,鑒於MGX的股價下跌(二零一九年:上升),本集團管理層將其於MGX之權益之可收回金額(使用價值與公平值減出售成本中之較高者)與其賬面值作比較,對該權益之賬面值進行減值虧損檢討(二零一九年:回撥減值虧損)。在釐定MGX之使用價值時, 本集團估計MGX股息預期將產生之未來現金流量之現值,此乃根據MGX經營所得現金流量以及最終出售MGX之所得款項而估計。有關估計計及MGX 赤鐵礦石的估計未來價格及產量、折現率9.4%(二零一九年:9.4%)以及 MGX之過往派息率。MGX之公平值減出售成本乃根據各報告期末MGX於澳交所上市股份之收市價釐定。於二零二零年六月三十日,本集團於MGX之權益之可收回金額(即公平值減出售成本)1,320,852,000港元(二零一九年: 1,738,665,000港元)低(二零一九年︰高)於其賬面值。因此,於截至二零二零年六月三十日止年度之損益賬確認減值虧損580,014,000港元(二零一九年:回撥減值虧損656,390,000港元)。

本集團於Tanami之權益之減值評估

於報告期末,鑒於於截至二零二零年六月三十日止年度,本集團於Tanami的權益賬面值有所上升,本集團管理層將其於Tanami之權益之可收回金額與其賬面值作比較,對該權益之賬面值進行減值檢討。鑒於勘探及評估Tanami擁有的礦產資源存在重大不確定性,故本集團管理層並無充足資料可用於估計使用價值計算所用的未來現金流量。因此 ,本集團於Tanami權益之可收回金額乃基於其公平值減出售成本,根據報告期末Tanami於澳交所上市股份之收市價釐定。於二零二零年六月三十日,本集團於Tanami之權益之可收回金額(即公平值減出售成本)179,150,000港元 (二零一九年:126,107,000港元)高(二零一九年︰低)於其賬面值。因此,於截至二零二零年六月三十日止年度之損益賬確認回撥減值虧損30,400,000港元 (二零一九年:減值虧損12,951,000港元)。

16. INTERESTS IN ASSOCIATES (Continued)

Summarised financial information of the material associates, adjusted for any differences in accounting policies, and reconciled to the carrying amounts in the consolidated financial statements, are disclosed below:

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

16. 於聯營公司之權益(續)

取其普通股。

主要聯營公司之財務資料概要(已就會計政策之任何差異作出調整,並與綜合財務報表內之賬面值對賬)披露如下:

MGX		MGX 2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Gross amounts of MGX Non-current assets Current assets Current liabilities Non-current liabilities Equity	MGX之總額非流動資產流動資產流動負債非流動負債權益	1,692,683 2,590,380 (431,629) (281,803) 3,569,631	1,541,667 2,451,438 (400,509) (237,021) 3,355,575
Revenue Profit from continuing operations Post-tax loss from discontinued operations	收益持續經營業務所得溢利已終止經營業務之除稅後	2,373,949 443,254 441,926	1,623,077 747,090 747,786
Other comprehensive (expense)/income Total comprehensive income Dividend paid by MGX	虧損其他全面(支出)╱收益全面收益總額 MGX支付之股息	(1,811) 440,115 240,115	320 748,106 188,973
The Group's share of profit of MGX (note (i))	本集團分佔MGX之溢利 (附註(i))	147,195	241,167
The Group's share of other comprehensive income of MGX	本集團分佔MGX之其他全面收益	180	669
The Group's share of total comprehensive income for the year	本集團分佔之年內全面	147,375	241,836
Dividend declared by MGX attributable to the Group (note (ii))	收益總額本集團應佔MGX所宣派之股息(附註(ii))	79,715	60,674
Reconciled to the Group's interest in MGX: Net assets of MGX Proportion of the Group's ownership interest	與本集團於MGX之權益對賬: MGX之資產淨值本集團擁有權之權益比例	3,569,631 35.14%	3,355,575 33.23%
The Group's share of net assets of MGX	本集團分佔MGX之資產淨值	1,254,525	1,114,965
Goodwill Impairment loss recognised	商譽已確認減值虧損	646,341 (580,014)	623,700 –
Carrying amount of the Group's interest in MGX	本集團於MGX之權益之賬面值	1,320,852	1,738,665
Notes:		附註:
(i) The Group's share of profit of MGX for the year ended 30 June 2020 is after adjustment of the unrealised profit of HK\$5,591,000 (2019: 4,821,000) arising from the upstream sales of MGX.		(i) 一九年:4,821,000港元)。	截至二零二零年六月三十日止年度,本集團分佔MGX溢利乃經調整MGX上游銷售產生之未變現溢利5,591,000港元(二零
(ii) The Group reinvested dividend of HK\$79,715,000 (2019: HK\$60,674,000) into MGX in return for its ordinary shares.		(ii)	本集團將股息79,715,000港元(二零一九年:60,674,000港元)再投資於MGX以換

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

16. INTERESTS IN ASSOCIATES (Continued) 16. 於聯營公司之權益(續)

Tanami Tanami
		2020	2019
		二零二零年	二零一九年
		HK\$'000	HK\$'000
		千港元	千港元

Gross amounts of Tanami	Tanami之總額
Non-current assets	非流動資產	172,163	174,984
Current assets	流動資產	189,667	187,302
Current liabilities	流動負債	(431)	(372)
Non-current liabilities	非流動負債	(9,106)	(5,810)
Equity	權益	352,293	356,104
Revenue	收益	–	–
(Loss)/profit from continuing operations	持續經營業務所得	(3,957)	96,405
	(虧損)╱溢利
Other comprehensive income	其他全面收益	11,003	8,360
Total comprehensive income	全面收益總額	7,046	104,765
Dividend paid by Tanami	Tanami支付之股息	–	–
The Group's share of (loss)/profit	本集團分佔Tanami之	(1,818)	30,491
of Tanami	(虧損)╱溢利
The Group's share of other	本集團分佔Tanami之其他	5,104	3,375
comprehensive income of Tanami	全面收益
The Group's share of total	本集團分佔之年內全面	3,286	33,866
comprehensive income for the year	收益總額
Dividend declared by Tanami attributable	本集團應佔Tanami	–	–
to the Group	所宣派之股息
Reconciled to the Group's interest in	與本集團於Tanami之
Tanami:	權益對賬:
Net assets of Tanami	Tanami之資產淨值	352,293	356,104
Proportion of the Group's ownership interest	本集團擁有權之權益比例	46.30%	43.55%
The Group's share of net assets of Tanami	本集團分佔Tanami之資產淨值	163,097	155,083
Goodwill	商譽	2,169	1,424
Impairment loss recognised	已確認減值虧損	–	(30,400)

Carrying amount of the Group's	本集團於Tanami之	165,266	126,107
interest in Tanami	權益之賬面值

16. INTERESTS IN ASSOCIATES (Continued)

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

16. 於聯營公司之權益(續)

An associate that is not individually material		個別並非屬重大之一間聯營公司
		2020	2019
		二零二零年	二零一九年
		HK\$'000	HK\$'000
		千港元	千港元

The Group's share of this associate's:	本集團分佔該聯營公司:
Profit from continuing operations	持續經營業務所得溢利	1,168	2,092
Other comprehensive income	其他全面收益	–	–
Total comprehensive income for the year	年內全面收益總額	1,168	2,092

Reconciled to the Group's interest in	與本集團於該聯營公司之
this associate:	權益對賬:
Net assets of this associate	該聯營公司之資產淨值	98,645	99,223
Proportion of the Group's ownership	本集團擁有權之權益比例	40%	40%
interest

Carrying amount of the Group's interest	本集團於該聯營公司之	39,458	39,689
in this associate	權益之賬面值

The associates have initially applied HKFRS 16 using the modified retrospective approach. Under this approach, the comparative information is not restated.

Contingent liabilities of MGX

As disclosed in the annual report of MGX for the year ended 30 June 2020, there is contingent liabilities, details of which are extracted below:

"1. The Group has a Performance Bonding facility drawn to a total of A\$6,587,000 as at balance date (2019: A\$7,087,000). The performance bonds secure the Group's obligations relating primarily to environmental matters and infrastructure assets.
1. Certain claims arising with customers, employees, consultants, and contractors have been made by or against certain controlled entities in the ordinary course of business, some of which involve litigation or arbitration. The Directors do not consider the outcome of any of these claims will have a material adverse impact on the financial position of the consolidated entity."

聯營公司已採用經修訂追溯法首次應用香港財務報告準則第16號。按此方法,比較資料不予重列。

MGX之或然負債

誠如MGX截至二零二零年六月三十日止年度之年報所披露,存在或然負債, 詳情摘錄如下:

「1. 本集團於結算日提取履約保證融資合共6,587,000澳元(二零一九年: 7,087,000澳元)。履約保證作為本集團主要有關環境事宜及基建資產的責任抵押。
1. 若干受控制實體於一般業務過程中提出或遭針對提出與客戶、僱員、顧問及承包商產生的若干申索,部分涉及訴訟或仲裁。董事並不認為任何該等申索將會對綜合入賬實體的財務狀況造成重大不利影響。」

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

17. INVENTORIES		17. 存貨
		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Iron ores	鐵礦石	108,356	53,802

18. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS ("FVTPL")

18. 按公平值於損益賬處理(「按公平值於損益賬處理」)之金融資產

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
(a) Listed securities held-for-trading:	(a) 持作買賣之上市證券:
– Equity securities listed in Hong Kong	-於香港上市之股本證券	213,948	130,690
– Equity securities listed in the United Kingdom	-於英國上市之股本證券	18,607	27,785
– Equity securities listed in Australia	-於澳洲上市之股本證券	300,298	86,986
– Equity securities listed in Canada	-於加拿大上市之股本證券	86,667	120,725
– Equity securities listed in the	-於美國上市之股本	9,538	25,916
United States of America	證券

		629,058	392,102
(b) Unlisted equity investments (note (i))	(b) 非上市股本投資(附註(i))	8,291	21,369
(c) Listed securities not held within the	(c) 並非持作買賣組合之
trading portfolios:	上市證券:
– Equity securities listed in Australia	-於澳洲上市之股本證券	58,398	275,638
(d) De rivative financial instruments:	(d) 衍生金融工具:	11,414	–
– Warrants	-認股權證
(e) Convertible notes (note (ii))	(e) 可換股票據(附註(ii))	9,690	10,873
		716,851	699,982

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

18. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS ("FVTPL") (Continued)

18. 按公平值於損益賬處理(「按公平值於損益賬處理」)之金融資產(續)

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
The carrying amount of the financial assets at FVTPL is presented as:	按公平值於損益賬處理之金融資產之賬面值呈列為:
– Non-current assets – Current assets	-非流動資產 -流動資產	76,379 640,472	307,880 392,102
		716,851	699,982

Notes:

附註:

(i) These unlisted equity investments primarily represent investments in unlisted equity securities issued by two private entities incorporated in Bailiwick of Guernsey (the "Private Entity I") and Australia (the "Private Entity II"), respectively. These unlisted equity investments are measured at fair values and the details of the fair value measurement are set out in Note 32(h).

The fair value measurement was carried out by GW Financial Advisory Services Limited ("GW Financial") (2019: Vigers Appraisal & Consulting Limited), an independent qualified professional valuer not connected to the Group.

(ii) In previous year, the Group subscribed convertible notes with a nominal value of US\$1,200,895 from the Private Entity I, which carry 12% coupon interest per annum and will mature on 30 November 2022. The interests, at the Private Entity I's option, are payable in cash quarterly or on the maturity date of the convertible notes or settled by the allotment and issue of the conversion shares. The convertible notes are guaranteed by the Private Entity I and certain of its related companies. The Group is entitled to convert the convertible notes into preference shares of the Private Entity I at a conversion price of US\$0.145 per preference share at any time from the subscription date to the maturity date.

The fair values of these convertible notes as at 30 June 2020 are estimated by GW Financial (2019: Vigers Appraisal & Consulting Limited) using valuation techniques and key inputs as disclosed in Note 32(h).

(「私人實體二」)註冊成立之私人實體所發行之非上市股本證券。該等非上市股本投資按公平值計量,而公平值計量之詳情載於附註32(h)。

(i) 該等非上市股本投資主要指投資於兩間分別於根西島行政區(「私人實體一」)及澳洲

公平值計量乃由與本集團並無關連的獨立合資格專業估值師盛德財務咨詢服務有限公司(「盛德財務」)(二零一九年︰威格斯資產評估顧問有限公司)進行。

(ii) 於過往年度,本集團向私人實體一認購面值為1,200,895美元之可換股票據,票面年利率為12%,並將二零二二年十一月三十日到期。私人實體一可選擇利息按季或於可換股票據到期日以現金支付,或透過配發及發行轉換股份結付。可換股票據由私人實體一及其若干關連公司擔保。本集團有權於認購日至到期日之任何時間按兌換價每股優先股0.145美元將可換股票據轉換為私人實體一之優先股。

於二零二零年六月三十日,該等可換股票據之公平值乃由盛德財務(二零一九年︰威格斯資產評估顧問有限公司)採用估值技術及關鍵輸入數據(如附註32(h)披露)估計。

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

19. LOAN RECEIVABLES		19. 應收貸款
		2020 二零二零年	2019 二零一九年
		HK\$'000 千港元	HK\$'000 千港元
Fixed rate loan receivables:	應收定息貸款:
– unsecured	-無抵押	349,343	210,515
– secured	-有抵押	124,139	191,461

Less: loss allowance (Note 32(a))	減:虧損撥備(附註32(a))	473,482 (4,606)	401,976 (558)
		468,876	401,418

The carrying amount of the loan	應收貸款之賬面值,
receivables is presented as:	呈列為:
– Non-current assets	-非流動資產	317,813	–
– Current assets	-流動資產	151,063	401,418

		468,876	401,418

(a) Fixed rate loan receivables, net of loss allowance as at 30 June 2020 and 2019 comprises:

(a) 於二零二零年及二零一九年六月三十日的應收定息貸款(扣除虧損撥備)包括:

Principal amount 本金額	Maturity date 到期日	Security 抵押品	Guarantee 擔保	Effective interest rate 實際利率 (per annum) (每年)	Carrying amount 賬面值 2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
RMB180,000,000 (note (i)) 人民幣180,000,000元 (附註(i))	12 July 2021 (2019: N/A) 二零二一年七月十二日 (二零一九年:不適用)	No 無	Yes 有	5.5% (2019: N/A) 5.5% (二零一九年: 不適用)	197,764	–
HK\$10,000,000 (note (ii)) 10,000,000港元 (附註(ii))	27 July 2023 (2019: N/A) 二零二三年七月二十七日 (二零一九年:不適用)	No 無	No 無	12% (2019: N/A) 12% (二零一九年: 不適用)	8,602	–

綜合財務報表附註(續)

19. LOAN RECEIVABLES (Continued)

(a) (Continued)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

19. 應收貸款(續)

(a) (續)

				Effective		Carrying amount 賬面值
Principal amount 本金額	Maturity date 到期日	Security 抵押品	Guarantee 擔保	interest rate 實際利率 (per annum) (每年)	2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
HK\$17,170,000 (note (iii)) 17,170,000港元 (附註(iii))	26 July 2021 (2019: N/A) 二零二一年七月二十六日 (二零一九年:不適用)	No 無	No 無	7% (2019: N/A) 7% (二零一九年: 不適用)	17,125	–
HK\$40,000,000 (note (iv)) 40,000,000港元 (附註(iv))	14 September 2020 (2019: N/A) 二零二零年九月十四日 (二零一九年:不適用)	Yes 有	Yes 有	18% (2019: N/A) 18% (二零一九年: 不適用)	38,644	–
RMB109,000,000 (2019: RMB109,000,000) (note (v)) 人民幣109,000,000元 (二零一九年:人民幣 109,000,000元)(附註(v))	31 December 2021 (2019: 31 March 2020) 二零二一年十二月三十一日 (二零一九年: 二零二零年三月三十一日)	No 無	Yes 有	5.8% (2019: 8.0%) 5.8% (二零一九年:8.0%)	123,046	123,652
HK\$81,469,000 (2019: HK\$174,000,000) (note (vi)) 81,469,000港元 (二零一九年: 174,000,000港元)(附註(vi))	5 September 2020 (2019: 3 October 2019) 二零二零年九月五日 (二零一九年: 二零一九年十月三日)	Yes 有	No 無	17.5% (2019: 23%) 17.5% (二零一九年:23%)	83,695	191,461
A\$10,000,000 (note (vii)) 10,000,000澳元 (附註(vii))	30 September 2019 二零一九年九月三十日	Yes 有	Yes 有	N/A (2019: 11.25%) 不適用 (二零一九年: 11.25%)	–	55,267
HK\$31,000,000 (note (viii)) 31,000,000港元 (附註(viii))	N/A (2019: 28 June 2019) 不適用 (二零一九年: 二零一九年六月二十八日)	No 無	No 無	N/A (2019: 15.0%) 不適用 (二零一九年: 15.0%)	–	31,038
					468,876	401,418

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

19. 應收貸款(續)

附註:

(i) 誠如本公司日期為二零一九年五月二十三日、二零一九年六月十四日及二零一九年七月九日之公告以及本公司日期為二零一九年六月二十日之通函所披露, 於二零一九年五月二十三日,Ultra Effort Limited(「Ultra Effort」,本公司之全資附屬公司)(作為貸款人)與Best Advantage Limited(「Best Advantage」)(作為借款人)及天安中國投資有限公司(「天安」) (作為擔保人)訂立貸款協議(「貸款協議」),據此,Ultra Effort同意(其中包括)向Best Advantage提供金額不超過 235,000,000港元(或Ultra Effort接納及同意與235,000,000港元等值之其他貨幣金額)之循環貸款(「貸款融資」),年利率為 5.5厘,由天安提供之擔保及彌償作抵押並須於首次提取日期起計24個月償還。 Best Advantage為天安(於香港註冊成立的公司,其股份於聯交所上市)之全資附屬公司。

本金額為人民幣180,000,000元,相當於循環貸款上限235,000,000港元中的約 197,361,000港元。

合約利息按年利率5.5%計算,須由Best Advantage每月支付。

(ii) 於二零二零年七月十四日,此貸款之到期日由二零二零年三月十六日延長至二零二三年七月二十七日。

合約利息按年利率12%計算,須由借款人每季支付。

(iii) 於二零二零年八月二十一日,本集團與借款人訂立補充貸款協議。根據補充貸款協議,貸款之到期日已由二零二零年七月二十四日延長至二零二一年七月二十六日。

合約利息按年利率7%計算,須由借款人每月支付。

(iv) 貸款由借款人的股東及董事擔保,亦由若干與借款人有關連的人士擔保。貸款由借款人全部已發行股本的股份按揭作抵押。

於二零二零年九月八日,本集團與借款人訂立補充貸款協議。根據補充貸款協議, 貸款之到期日已由二零二零年八月十四日延長至二零二零年九月十四日。於二零二零年九月二十三日,借款人建議進一步延長貸款還款日期至二零二一年三月,本公司董事有意將貸款還款日期延長至二零二一年三月。於本報告日期,補充貸款協議其他條款的磋商仍在進行中。

合約利息按年利率18%計算,須由借款人每月支付。

19. LOAN RECEIVABLES (Continued)

Notes:

(i) As disclosed in the announcements of the Company dated 23 May 2019, 14 June 2019 and 9 July 2019, and the circular of the Company dated 20 June 2019, on 23 May 2019, Ultra Effort Limited ( "Ultra Effort", a whollyowned subsidiary of the Company) as the lender entered into the loan agreement (the "Loan Agreement" ) with Best Advantage Limited ("Best Advantage") as the borrower and Tian An China Investments Company Limited ("Tian An") as the guarantor, pursuant to which, Ultra Effort agreed to, among other things, make available to Best Advantage a revolving loan (the "Loan Facility" ) in the amount not exceeding HK\$235,000,000 (or an amount equivalent to HK\$235,000,000 in such alternative currency as acceptable to and agreed by Ultra Effort) at an interest rate of 5.5% per annum, secured by a guarantee and indemnity provided by Tian An and repayable on 24 months from the date of first drawdown. Best Advantage is a wholly-owned subsidiary of Tian An, a company incorporated in Hong Kong and its shares are listed on the Stock Exchange.

The principal amount of RMB180,000,000 is equivalent to approximately HK\$197,361,000 out of the revolving loan limit of HK\$235,000,000.

The contractual interest charged at 5.5% per annum is payable monthly by Best Advantage.

(ii) On 14 July 2020, the maturity date of this loan was extended from 16 March 2020 to 27 July 2023.

The contractual interest charged at 12% per annum is payable quarterly by the borrower.

(iii) On 21 August 2020, the Group has entered into the supplemental loan agreement with the borrower. Pursuant to the supplemental loan agreement, the maturity date of the loan has been extended from 24 July 2020 to 26 July 2021.

The contractual interest charged at 7% per annum is payable monthly by the borrower.

(iv) The loan is guaranteed by shareholder and director of the borrower, and also guaranteed by certain individuals related to the borrower. The loan is secured by a share mortgage over the entire issued capital of the borrower.

On 8 September 2020, the Group has entered into the supplemental loan agreement with the borrower. Pursuant to the supplemental loan agreement, the maturity date of the loan has been extended from 14 August 2020 to 14 September 2020. On 23 September 2020, the borrower proposed to further extend the loan repayment date to March 2021 and the directors of the Company intend to extend the loan repayment date to March 2021. The negotiation of the other terms of the supplemental loan agreement is still in progress at the date of this report.

The contractual interest charged at 18% per annum is payable monthly by the borrower.

19. LOAN RECEIVABLES (Continued)

Notes: (Continued)

(v) The loan is guaranteed by the ultimate holding company of the borrower which is a company incorporated in Bermuda and its shares are listed on the Stock Exchange.

The maturity date of this loan was extended from 30 September 2019 to 31 March 2020 during the year ended 30 June 2019. On 13 September 2019, the Group has entered into the loan agreement with the borrower and its guarantor. Pursuant to the loan agreement, the maturity date of the loan has been further extended to 31 December 2021. Details of the loan agreement are set out in the Company's announcement on 13 September 2019.

The principal amount of RMB109,000,000 is equivalent to HK\$119,513,000 (2019: HK\$123,851,000) out of the loan limit of HK\$125,000,000 (2019: HK\$225,000,000).

The contractual interest charged at 8% per annum is payable quarterly by the borrower.

(vi) Details of the securities are set out in the Company's announcements dated 29 September 2018 and 19 July 2019.

At 30 June 2020, the effective interest rate comprises fixed interest rate of 17.5% per annum.

At 30 June 2019, the effective interest rate comprised fixed interest rate of 8% per annum, default interest rate of 6% per annum since 3 April 2019 and participation fee of 9% per annum.

On 19 July 2019, the Group and other lenders entered into the supplemental facility agreement with the borrower. Pursuant to the supplemental facility agreement, among other terms of the loan, the limit of loan has been raised to HK\$204,000,000 and the maturity date of the loan has been extended to 12 months after the second utilisation date of the loan (i.e. 5 August 2020). Details of the supplemental facility agreement are set out in the Company's announcement dated 19 July 2019.

The loan was fully settled on 3 September 2020.

(vii) The loan was guaranteed by a director of the borrower and secured by a general security deed over the borrower. The effective interest rate at 30 June 2019 comprised fixed interest rate of 7.25% and default interest rate of 4.0% per annum. The loan was fully settled during the year ended 30 June 2020.
(viii) On 9 July 2019, the Group entered into the supplemental loan agreement with the borrower. Pursuant to the supplemental loan agreement, the maturity date of the loan was further extended to 26 June 2020. The loan was fully settled on that date.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

19. 應收貸款(續)

附註:(續)

(v) 貸款由借款人的最終控股公司(一間於百慕達註冊成立之公司,其股份於聯交所上市)擔保。

截至二零一九年六月三十日止年度,貸款之到期日由二零一九年九月三十日延長至二零二零年三月三十一日。於二零一九年九月十三日,本集團與借款人及其擔保人訂立貸款協議。根據貸款協議,貸款之到期日已進一步延長至二零二一年十二月三十一日。有關貸款協議之詳情載於本公司日期為二零一九年九月十三日之公告。

本金額為人民幣109,000,000元,相當於貸款上限125,000,000港元(二零一九年: 225,000,000港元)中的119,513,000港元 (二零一九年:123,851,000港元)。

合約利息按年利率8%計算,須由借款人每季支付。

(vi) 抵押品之詳情載於本公司日期為二零一八年九月二十九日及二零一九年七月十九日之公告。

於二零二零年六月三十日,實際利率包括固定利率每年17.5%。

於二零一九年六月三十日,實際利率包括固定利率每年8%、違約利率每年6% (自二零一九年四月三日起)及參與費每年 9%。

於二零一九年七月十九日,本集團及其他貸款人與借款人訂立補充融資協議。根據補充融資協議,除其他貸款條款外,貸款上限已提升至204,000,000港元及貸款到期日已延長至自該貸款第二次動用日期起計十二個月(即二零二零年八月五日)。有關補充融資協議之詳情載於本公司日期為二零一九年七月十九日之公告。

貸款已於二零二零年九月三日悉數償還。

(vii) 貸款由借款人一名董事作擔保及借款人的一般抵押契據作抵押。於二零一九年六月三十日,實際利率包括固定利率每年 7.25%及違約利率每年4.0%。貸款已於截至二零二零年六月三十日止年度悉數償還。
(viii) 於二零一九年七月九日,本集團與借款人訂立補充貸款協議。根據補充貸款協議, 貸款之到期日已進一步延長至二零二零年六月二十六日。貸款已於當日悉數償還。

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

(b) 年內應收貸款之變動載列如下:

19. 應收貸款(續)

19. LOAN RECEIVABLES (Continued)

(b) The movements of loan receivables during the year are set out as follows:

於二零一八年七月一日利息收入已收利息新增貸款償還貸款回撥減值虧損淨額	398,116 56,011 (42,033) 229,627 (229,602)






	602
匯兌差額	(11,303)

	401,418

	68,385
	(60,015)
	347,981
	(278,527)
	5,934
	(4,048)
	(12,252)

於二零二零年六月三十日	468,876
	於二零一九年六月三十日及二零一九年七月一日利息收入已收利息新增貸款償還貸款修改減值虧損淨額匯兌調整 (c) Further details on the Group's credit policy and credit risk arising (c) 有關本集團信貸政策及由應收貸款

from loan receivables are set out in Note 32(a).

附註32(a)。

產生之信貸風險之進一步詳情載於

20. LOAN NOTES

20. 貸款票據

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Loan notes issued by Sun Hung Kai & Co. (BVI) Limited ("SHK BVI")	Sun Hung Kai & Co. (BVI) Limited (「SHK BVI」)發行之貸款票據	3,916	51,168

20. LOAN NOTES (Continued)

The movements of loan notes during the year are set out as follows:

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

20. 貸款票據(續)

年內貸款票據之變動載列如下:

		HK\$'000
		千港元

At 1 July 2018	於二零一八年七月一日	51,420
Interest income	利息收入	2,401
Interest received	已收利息	(2,399)
Exchange difference	匯兌差額	(254)

At 30 June 2019 and 1 July 2019	於二零一九年六月三十日及	51,168
	二零一九年七月一日
Interest income	利息收入	1,010
Interest received	已收利息	(1,363)
Redemption of loan notes	贖回貸款票據	(46,997)
Exchange adjustments	匯兌調整	98

At 30 June 2020	於二零二零年六月三十日	3,916

On 24 May 2016, the Group subscribed loan notes with a nominal value of US\$4,000,000 from SHK BVI, a limited liability company incorporated in the British Virgin Islands ("BVI"), which carry 4.75% coupon interest per annum and originally mature on 31 May 2021. SHK BVI early redeemed the loan note on 15 November 2019.

On 1 September 2017, the Group subscribed loan notes with a nominal value of US\$2,500,000 from SHK BVI, which carry 4.65% coupon interest per annum and will mature on 8 September 2022. SHK BVI early redeemed 80.1% of loan note on 15 November 2019.

Loan notes issued by SHK BVI are guaranteed by Sun Hung Kai & Co. Limited ("SHK"), a limited liability company incorporated in Hong Kong whose shares are listed on the Stock Exchange. SHK BVI is a wholly-owned subsidiary of SHK.

Further details on the Group's credit policy and credit risk arising from loan notes are set out in Note 32(a).

於二零一六年五月二十四日,本集團向 SHK BVI(一間於英屬處女群島(「英屬處女群島」)註冊成立之有限公司)認購面值為4,000,000美元之貸款票據,其票面年利率為4.75%及原本於二零二一年五月三十一日到期。SHK BVI於二零一九年十一月十五日提早贖回貸款票據。

於二零一七年九月一日,本集團向SHK BVI認購面值為2,500,000美元之貸款票據,其票面年利率為4.65%,並將於二零二二年九月八日到期。SHK BVI於二零一九年十一月十五日提早贖回80.1% 貸款票據。

SHK BVI發行之貸款票據由新鴻基有限公司(「新鴻基」,一間於香港註冊成立之有限公司,其股份於聯交所上市) 擔保。SHK BVI為新鴻基之全資附屬公司。

有關本集團信貸政策及由貸款票據產生之信貸風險之進一步詳情載於附註 32(a)。

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

21. TRADE AND OTHER RECEIVABLES AND RENTAL DEPOSITS 21. 貿易及其他應收賬款以及租賃按金

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Trade receivables designated at FVTPL (note (i))	指定按公平值於損益賬處理之貿易應收賬款(附註(i))	6,273	–
Other receivables and deposits	其他應收賬款及按金	32,090	14,983
Rental deposits	租賃按金	546	512
Receivable from securities brokers	應收證券經紀款項	4,485	9,341
Prepayments	預付款項	713	1,236
		44,107	26,072
Representing:	呈列為:
Current assets	流動資產	43,568	26,072
Non-current assets	非流動資產	539	–
		44,107	26,072

Except for the non-current rental deposits, all of the trade and other receivables are expected to be recovered or recognised as expense within one year.

除非流動租賃按金外,預期全部貿易及其他應收賬款將於一年內收回或確認為開支。

21. TRADE AND OTHER RECEIVABLES AND RENTAL DEPOSITS (Continued)

(i) Aging analysis

As of the end of the reporting period, the ageing analysis of trade receivables designed at FVTPL based on invoice date, which approximates the revenue recognition date, is as follows:

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

21. 貿易及其他應收賬款以及租賃按金(續)

(i) 賬齡分析

截至報告期末,指定按公平值於損益賬處理之貿易應收賬款按發票日期(與收益確認日期相若)之賬齡分析如下:

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
0-30 days	0-30日	–	–
31-60 days	31-60日	6,273	–
		6,273	–

The Group sells iron ore commodities under provisional pricing arrangements where final prices are based on prevailing spot prices over a quotation period after shipment to the customers. These trade receivables are designated at FVTPL on contract by contract basis.

The Group allows an average credit period of 90 days to its trade customers from commodity business. Before accepting any new customers, the Group assesses the potential customer's credit quality and defines credit limits to it. The credit limits attributed to customers are reviewed regularly. Further details on the Group's credit policy and credit risk arising from trade receivables are set out in Note 32(a).

22. BANK BALANCES AND CASH, PLEDGED BANK DEPOSITS AND OTHER CASH FLOW INFORMATION

(a) Cash and cash equivalents and pledged bank deposits:

Cash at banks earns interest at floating rates based on daily bank deposit rates, ranging from 0.001% to 2.08% (2019: 0.01% to 3.28%) per annum.

Pledged bank deposits represent deposits pledged to banks to secure the Group's trade and banking facilities and carry variable interest rates ranging from 0.15% to 3.62% (2019: 0.30% to 3.00%) per annum.

本集團根據臨時定價安排銷售鐵礦石商品,最終價格於付運予客戶後基於在報價期內通行現貨價格設定。該等貿易應收賬款按個別合約基準指定為按公平值於損益賬處理。

本集團授予其商品業務之貿易客戶 90日的平均信貸期。接受任何新客戶前,本集團會評估潛在客戶的信貸質素並釐定客戶信貸限額。本集團亦會定期檢討客戶的信貸限額。有關本集團信貸政策及由貿易應收賬款產生之信貸風險之進一步詳情載於附註32(a)。

22. 銀行結餘及現金、已抵押銀行存款和其他現金流量資料

(a) 現金及等值現金以及已抵押銀行存款:

銀行現金按每日銀行存款利率之浮動利率賺取利息,年利率介乎 0.001%至2.08%(二零一九年: 0.01%至3.28%)。

已抵押銀行存款指本集團為獲得貿易及銀行融資而抵押予銀行之存款,其按0.15%至3.62%(二零一九年:0.30%至3.00%)之浮動年利率計息。

綜合財務報表附註(續)

INFORMATION (Continued)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

22. 銀行結餘及現金、已抵押銀行存款和其他現金流量資料 (續)

(b) 融資活動所產生負債之對賬

(b) Reconciliation of liabilities arising from financing activities

22. BANK BALANCES AND CASH, PLEDGED BANK DEPOSITS AND OTHER CASH FLOW

		Bank and other	Dividend	Lease
		borrowings	payables	liabilities	Total
		銀行及其他借貸 HK\$'000 千港元	應付股息 HK\$'000 千港元 (note (i)) (附註(i))	租賃負債 HK\$'000 千港元 (Note 24) (附註24)	總計 HK\$'000 千港元
At 1 July 2018 Changes from financing cash flows	於二零一八年七月一日融資現金流變動	43,500 (45,520)	154 (27,459)	– –	43,654 (72,979)
Cash dividend declared (Note 13)	已宣派現金股息 (附註13)	–	28,072	–	28,072
Interest expenses (Note 9(a))	利息開支(附註9(a))	2,020	–	–	2,020
At 30 June 2019	於二零一九年	–	767	–	767
Impact on initial application of HKFRS 16	六月三十日首次應用香港財務報準則第16號的影響	–	–	4,863	4,863
At 1 July 2019	於二零一九年七月一日	–	767	4,863	5,630
New lease entered	訂立新租賃	–	–	2,608	2,608
Changes from financing cash flows	融資現金流變動	–	(121,890)	(4,145)	(126,035)
Lease modification	租賃修改	–	–	939	939
Cash dividend declared (Note 13)	已宣派現金股息 (附註13)	–	121,890	–	121,890
Interest expenses (Note 9(a))	利息開支(附註9(a))	–	–	240	240
Exchange adjustments	匯兌調整	–	–	(1)	(1)
At 30 June 2020	於二零二零年六月三十日	–	767	4,504	5,271

Note:

附註:

(i) The closing balance is included in other payables (Note 23).

(i) 期末結餘計入其他應付賬款(附註23)。

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

23. TRADE AND OTHER PAYABLES

23. 貿易及其他應付賬款

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Trade payables designated at FVTPL (note (i))	指定按公平值於損益賬處理之貿易應付賬款(附註(i))	61,852	5,415
Other payables measured at amortised cost	按攤銷成本計量的其他應付賬款	23,591	7,396
		85,443	12,811
(i) Aging analysis		(i) 賬齡分析
As of the end of the reporting period, the aging analysis of trade payables designated at FVTPL based on invoice date is as follows:		期之賬齡分析如下:	截至報告期末,指定按公平值於損益賬處理之貿易應付賬款按發票日
		2020	2019
		二零二零年 HK\$'000 千港元	二零一九年 HK\$'000 千港元
0-30 days 31-60 days	0-30日 31-60日	56,529 5,323	5,415 –
		61,852	5,415

The Group purchases iron ore commodities under provisional pricing arrangements where final prices are based on prevailing spot prices over a quotation period after shipment by the supplier, MGX. These trade payables are designated at FVTPL on contract by contract basis.

All of the trade and other payables are expected to be settled within one year or are repayable on demand.

本集團根據臨時定價安排採購鐵礦石商品,最終價格於供應商MGX 裝運後基於在報價期內通行現貨價格設定。該等貿易應付賬款按個別合約基準指定為按公平值於損益賬處理。

預期全部貿易及其他應付賬款將於一年內結付或應要求償還。

24. LEASE LIABILITIES

The following table shows the remaining contractual maturities of the Group's lease liabilities at the end of the current and previous reporting periods and at the date of transition to HKFRS 16:

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

24. 租賃負債

下表載列本集團於當前及上一報告期間結束時以及於過渡至香港財務報告準則第16號當日的租賃負債尚餘合約期限:

		At 30 June 2020		At 1 July 2019 (Note)		At 30 June 2019 (Note)
		於二零二零年六月三十日				於二零一九年七月一日(附註) 於二零一九年六月三十日(附註)
		Present		Present		Present
		value of the Total		value of the Total		value of the	Total
		minimum	minimum	minimum	minimum	minimum	minimum
		lease	lease	lease	lease	lease	lease
		payments	payments	payments	payments	payments	payments
		最低租金	最低租金	最低租金	最低租金	最低租金	最低租金
		的現值	總額	的現值	總額	的現值	總額
		HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000
		千港元	千港元	千港元	千港元	千港元	千港元

Within 1 year	一年內	3,743	3,838	3,015	3,092	–	–

After 1 year but within 2 years	一年後但兩年內	664	707	1,706	1,821	–	–
After 2 years but within 5 years	兩年後但五年內	97	112	142	169	–	–

		761	819	1,848	1,990	–	–

		4,504	4,657	4,863	5,082	–	–

Less: total future interest expenses	減:未來利息開支總額		(153)		(219)		–

Present value of lease liabilities	租賃負債現值		4,504		4,863		–

Note:

The Group has initially applied HKFRS 16 using the modified retrospective approach and adjusted the opening balances at 1 July 2019 to recognise lease liabilities relating to leases which were previously classified as operating leases under HKAS 17. Comparative information as at 30 June 2019 has not been restated. Further details on the impact of the transition to HKFRS 16 are set out in Note 4.

附註:

本集團已採用經修訂追溯法首次應用香港財務報告準則第16號,並且調整於二零一九年七月一日的年初結餘,以確認與先前根據香港會計準則第17號分類為經營租賃的租賃相關的租賃負債。於二零一九年六月三十日的比較資料並無重列。有關過渡至香港財務報告準則第16號的影響的進一步詳情載於附註4。

24. LEASE LIABILITIES (Continued)

Total cash outflow for leases

Amount included in the consolidated statement of cash flow for leases comprise the following:

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

24. 租賃負債(續)

租賃現金流出總額

就租賃而計入綜合現金流量表的金額如下:

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Within operating cash flows	經營現金流量內	89	3,422
Within financing cash flows	融資現金流量內	4,145	–

25. DEFERRED TAX

(a) Deferred tax assets recognised

25. 遞延稅項

(a) 已確認遞延稅項資產

At 1 July 2018, 30 June 2019		allowance of loan receivables 應收貸款的信貸虧損撥備 HK\$'000 千港元
and 1 July 2019 六月三十日及二零一九年七月一日	於二零一八年七月一日、二零一九年	–
計入損益(附註10(a)) Credited to profit or loss (Note 10(a)) At 30 June 2020 於二零二零年六月三十日		646 646

(b) Deferred tax assets not recognised

As at 30 June 2020, the Group has unused tax losses of approximately HK\$198,526,000 (2019: HK\$170,051,000) available for offset against future taxable profits. No deferred tax asset was recognised in the consolidated statement of financial position as at 30 June 2020 (2019: nil) since it is not probable that future taxable profits against which the losses can be utilised will be available in the relevant tax jurisdiction and entity.

Except for tax loss of HK\$1,846,000 (2019: HK\$nil) which will expire in 2025, the remaining tax losses may be carried forward indefinitely.

(b) 並無確認的遞延稅項資產

於二零二零年六月三十日,本集團有未動用稅項虧損約198,526,000 港元(二零一九年:170,051,000港元)可用於抵銷未來應課稅溢利。由於在有關稅務司法權區及有關實體不大可能有可供用於抵銷虧損的未來應課稅溢利,故二零二零年六月三十日的綜合財務狀況表並無確認遞延稅項資產(二零一九年: 零)。

除稅項虧損1,846,000港元(二零一九年︰零港元)將於二零二五年屆滿外,其餘稅項虧損可無限期結轉。

25. DEFERRED TAX (Continued)

(c) Deferred tax liabilities not recognised

Under the EIT Law of the PRC, withholding tax is imposed on dividends declared in respect of profits earned by the PRC subsidiaries from 1 January 2008 onwards.

At 30 June 2020, temporary differences relating to the undistributed profits of subsidiaries in PRC amounted to HK\$14,275,000 (2019: HK\$16,122,000). Deferred tax liability has not been recognised for taxes that would be payable on these unremitted earnings as the Company controls the dividend policy of these subsidiaries and it has been determined that it is probable that these profits will not be distributed in the foreseeable future.

26. EMPLOYEE RETIREMENT BENEFITS

Defined contribution retirement plans

The Group operates a Mandatory Provident Fund Scheme (the "MPF scheme") under the Hong Kong Mandatory Provident Fund Schemes Ordinance for employees employed under the jurisdiction of the Hong Kong Employment Ordinance. The MPF scheme is a defined contribution retirement plan administered by independent trustees. Under the MPF scheme, the employer and its employees are each required to make contributions to the plan at 5% of the employees' relevant income, subject to a cap of monthly relevant income of HK\$30,000. Contributions to the plan vest immediately.

The employees of the Group's subsidiaries in the PRC are members of a state-managed retirement benefits scheme operated by the government of the PRC. The subsidiaries are required to contribute a specified percentage of payroll costs to the retirement benefits scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefits scheme is to make the specified contributions.

The total cost charged to profit or loss of HK\$317,000 (2019: HK\$312,000) represents contributions paid or payable to the schemes by the Group at rates specified in the rules of the respective schemes.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

25. 遞延稅項(續)

(c) 並無確認的遞延稅項負債

根據中國企業所得稅法,自二零零八年一月一日起,中國附屬公司須就其賺取之溢利所宣派之股息繳納預扣稅。

於二零二零年六月三十日,與中國附屬公司的未分派溢利有關的暫時差異為14,275,000港元(二零一九年︰16,122,000港元)。尚未就該等未匯出盈利應付的稅項確認遞延稅項負債,因為本公司控制該等附屬公司的股息政策,並已判定該等溢利在可預見未來可能不會分派。

26. 員工退休福利

定額供款退休計劃

本集團根據香港強制性公積金計劃條例為受香港僱傭條例管轄之司法權區之受聘僱員設立強制性公積金計劃(「強積金計劃」)。強積金計劃是由獨立受託人管理之定額供款退休計劃。根據強積金計劃,僱主及僱員各自均須按僱員有關收入之5%向計劃作出供款,而每月有關收入之上限為30,000港元。計劃供款即時歸屬。

本集團之中國附屬公司之僱員均為中國政府管理之國營退休福利計劃之成員。該等附屬公司須按薪酬成本之指定百分比向退休福利計劃供款,以撥付有關福利。本集團對有關退休福利計劃之責任僅為作出規定之供款。

於損益扣除的總成本317,000港元(二零一九年:312,000港元)指本集團已付或須按個別計劃規則所指定比率向計劃支付之供款。

27. OPERATING LEASES

The Group as lessee

At 30 June 2019, the total future minimum lease payments under non-cancellable operating leases were payable as follows:

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

27. 經營租賃

本集團作為承租人

於二零一九年六月三十日,根據不可撤銷經營租賃應付的未來最低租金總額如下:

		2019 二零一九年 HK\$'000 千港元
Within 1 year	一年內	3,124
After 1 year but within 5 years	一年後但五年內	1,990 5,114

The Group is the lessee in respect of a number of properties and items of equipment held under leases which were previously classified as operating leases under HKAS 17. The Group has initially applied HKFRS 16 using the modified retrospective approach. Under this approach, the Group adjusted the opening balances at 1 July 2019 to recognise lease liabilities relating to these leases (see Note 4). From 1 July 2019 onwards, future lease payments are recognised as lease liabilities in the consolidated statement of financial position in accordance with the policies set out in Note 2(f), and the details regarding the Group's future lease payments are disclosed in Note 24.

本集團為根據租賃持有的多項物業及設備項目的承租人,該等租賃先前根據香港會計準則第17號確認為經營租賃。本集團已採用經修訂追溯法首次應用香港財務報告準則第16號。按此方法, 本集團已調整於二零一九年七月一日的年初結餘,以確認與該等租賃相關的租賃負債(見附註4)。自二零一九年七月一日以來,未來租賃付款根據附註2(f) 載列之政策於綜合財務狀況表中確認為租賃負債,有關本集團未來租賃付款之詳情於附註24中披露。

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

28. COMPANY-LEVEL STATEMENT OF FINANCIAL POSITION 28. 公司層面的財務狀況表

		Notes 附註	2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
ASSETS	資產
Non-current assets Investment in an associate Investments in subsidiaries Amounts due from subsidiaries	非流動資產於一間聯營公司之投資於附屬公司之投資應收附屬公司款項		22,716 5,383 1,206,683	22,716 5,383 1,039,902
			1,234,782	1,068,001
Current assets Amounts due from subsidiaries Other receivables and prepayments	流動資產應收附屬公司款項其他應收賬款及預付款項		1,310,754 864	979,711 697
Bank balances	銀行結餘		184,698	338,868
			1,496,316	1,319,276
Total assets	資產總值		2,731,098	2,387,277
EQUITY AND LIABILITIES	股權及負債
Capital and reserves Share capital Share premium and other reserves	資本及儲備股本股份溢價及其他儲備	29(b) 29(a)	1,218,894 346,271	1,218,894 346,271
Accumulated profits	累計溢利	29(a)	928,777	756,454
			2,493,942	2,321,619
Current liabilities Accruals and other payables	流動負債應計費用及其他應付賬款		3,989	4,876
Amounts due to subsidiaries	應付附屬公司款項		233,167	60,782
Total liabilities	負債總額		237,156	65,658
Total equity and liabilities	股權及負債總額		2,731,098	2,387,277
Net current assets	流動資產淨值		1,259,160	1,253,618
Total assets less total liabilities	資產總值減負債總額		2,493,942	2,321,619

29. CAPITAL AND RESERVES

(a) The reconciliation between the opening and closing balances of each component of the Group's consolidated equity is set out in the consolidated statement of changes in equity. Details of the changes in the Company's individual components of equity (other than share capital as disclosed in Note 29(b)) between the beginning and the end of the year are set out below:

The Company

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

29. 股本及儲備

(a) 本集團綜合權益各部份的年初與年末結餘的對賬載於綜合權益變動表。本公司個別權益部份(附註 29(b)披露的股本除外)由年初至年末的變動詳情載列如下:

		Share premium 股份溢價 HK\$'000 千港元	Other reserves 其他儲備 HK\$'000 千港元	Accumulated profits 累計溢利 HK\$'000 千港元	Total 總額 HK\$'000 千港元

At 1 July 2018 Profit and total comprehensive income for the year	於二零一八年七月一日年內溢利及全面收益總額	172,082 –	139,577 –	800,029 4,142	1,111,688 4,142
Shares issued under rights issue	根據供股發行股份	40,630	–	–	40,630
Transaction cost attributed to rights issue	供股應佔交易成本	(8,344)	–	–	(8,344)
Dividends recognised as distribution (Note 13)	確認為分派的股息 (附註13)	2,326	–	(47,717)	(45,391)

At 30 June 2019 and 1 July 2019	於二零一九年六月三十日及二零一九年七月一日	206,694	139,577	756,454	1,102,725
Profit and total comprehensive income for the year	年內溢利及全面收益總額	–	–	294,213	294,213
Dividends recognised as distribution (Note 13)	確認為分派的股息 (附註13)	–	–	(121,890)	(121,890)

At 30 June 2020	於二零二零年六月三十日	206,694	139,577	928,777	1,275,048

本公司

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

29. CAPITAL AND RESERVES (Continued)		29. 股本及儲備(續)
(b) Share capital		(b) 股本 Number of shares 股份數目	Amount 金額 HK\$'000 千港元
Authorised: At 1 July 2018, 30 June 2019, 1 July 2019 and 30 June 2020, ordinary shares of HK\$1.00 each	法定: 於二零一八年七月一日、二零一九年六月三十日、二零一九年七月一日及二零二零年六月三十日, 每股面值1.00港元之普通股	2,000,000,000	2,000,000
Issued and fully paid, ordinary shares of HK\$1.00 each At 1 July 2018 Issue of shares in lieu of cash dividend (Note 13) Issue of shares under rights issue (note)	已發行及繳足,每股面值 1.00港元之普通股於二零一八年七月一日發行股份以代替現金股息 (附註13) 根據供股發行股份 (附註)	795,277,315 17,318,628 406,297,971	795,277 17,319 406,298
At 30 June 2019, 1 July 2019 and 30 June 2020	於二零一九年六月三十日、二零一九年七月一日及二零二零年六月三十日	1,218,893,914	1,218,894
Note: On 11 March 2019, the Company announced a fund raising proposal comprising a rights issue on the basis of one new ordinary share of the Company ("Rights Share") for every two existing shares then held at the subscription price of HK\$1.10 per Rights Share (the "Rights Issue"). On 25 April 2019, the Company completed the Rights Issue and a total number of 406,297,971 Rights Shares were issued for gross proceeds of HK\$446,928,000 (net proceeds of HK\$438,584,000 after deduction of the direct costs in relation to the Rights Issue).		附註: 為438,584,000港元)。	於二零一九年三月十一日,本公司宣佈集資建議,包括以當時每持有兩股現有股份獲發一股本公司新普通股(「供股股份」)為基準,按認購價每股供股股份1.10 港元進行供股(「供股」)。於二零一九年四月二十五日,本公司完成供股及合共406,297,971股供股股份已獲發行,所得款項總額為 446,928,000港元(經扣除與供股相關的直接成本後所得款項淨額
The owners of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company's residual assets.			普通股擁有人有權收取不時宣派的股息及於本公司大會擁有每股一票的投票權。所有普通股與本公司的剩餘資產擁有同等地位。

29. CAPITAL AND RESERVES (Continued)

(c) Nature and purpose of reserves

(i) Share premium

Share premium arose from the issuance of shares by the Company at prices in excess of their par value, and may be distributed in the form of fully paid bonus shares. The application of the share premium is governed by section 40 of the Bermuda Companies Act 1981 of Bermuda.

(ii) Investment revaluation reserve

The investment revaluation reserve comprises the sharing of cumulative net change in the fair value of equity instruments designated at FVOCI under HKFRS 9 that are held by the associates at the end of the reporting period.

(iii) Exchange reserve

The exchange reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations. The reserve is dealt with in accordance with the accounting policy set out in Note 2(r).

(d) Capital management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, so that they can continue to provide returns for Shareholders and benefits for other stakeholders, and maintain an optimal capital structure to reduce the cost of capital.

The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the payment of dividends, issue new shares, buy-back shares, raise new debts, redeem existing debts or sell assets to reduce debts.

Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

29. 股本及儲備(續)

(c) 儲備的性質及目的

(i) 股份溢價

股份溢價於本公司按高於股份面值的價格發行股份時產生, 並可以繳足紅股的形式分派。股份溢價的應用受百慕達的《百慕達一九八一年公司法》第 40條規管。

(ii) 投資重估儲備

投資重估儲備包括攤分根據香港財務報告準則第9條,指定按公平值計入其他全面收益的股本工具(於報告期末由聯營公司持有)累計公平值變動淨額。

(iii) 匯兌儲備

匯兌儲備包括換算海外業務財務報表而產生的所有外匯差額。該儲備乃按照附註2(r)載述的會計政策處理。

(d) 資本管理

本集團管理資本的目的是保障本集團的持續經營能力,務求繼續為股東帶來回報,以及為其他持份者帶來利益,並且維持最佳資本結構以減少資本成本。

本集團按風險比例釐定資本金額。本集團因應經濟狀況變動及相關資產的風險特性管理及調整資本結構。為維持或調整資本結構,本集團或會調整所派付股息、發行新股、回購股份、新增債務、贖回現有債務或出售資產以減少債務。

本公司或其附屬公司概無受外部施加的資本規定所限。

30. SUBSIDIARIES

The Group's principal subsidiaries as at 30 June 2020 and 2019 are as follows:

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

30. 附屬公司

於二零二零年及二零一九年六月三十日,本集團的主要附屬公司如下:

			As at 30 June 2020 Proportion of ownership interest 於二零二零年六月三十日擁有權權益比例		As at 30 June 2019 Proportion of ownership interest 於二零一九年六月三十日擁有權權益比例
Name of company	Place of incorporation/ establishment	Particulars of issued and paid up capital	Group's effective interest	Held by the Company	Held by subsidiaries	Group's effective interest	Held by the Company	Held by subsidiaries	Principal activities
公司名稱	註冊成立╱成立地點	已發行及繳足股本詳情	本集團之實際權益	本公司持有	附屬公司持有	本集團之實際權益	本公司持有	附屬公司持有	主要業務
Accardo Investments Limited	BVI 英屬處女群島	US\$1 ordinary share 1美元普通股	100%	100%	–	100%	100%	–	Principal investment and financial services 主要投資及金融服務
APAC Resources Asia Limited Hong Kong 亞太資源亞洲有限公司	香港	HK\$1 ordinary share 1港元普通股	100%	100%	–	100%	100%	–	Resource investment 資源投資
APAC Resources Assets Limited 亞太資源資產有限公司	BVI 英屬處女群島	US\$1 ordinary share 1美元普通股	100%	100%	–	100%	100%	–	Investment holding 投資控股
APAC Resources Beijing Limited 亞太資源北京有限公司	Hong Kong 香港	HK\$1 ordinary share 1港元普通股	100%	100%	–	100%	100%	–	Principal investment and financial services 主要投資及金融服務
APAC Resources Commodity Trading Limited 亞太資源商品貿易有限公司	BVI 英屬處女群島	US\$1 ordinary share 1美元普通股	100%	100%	–	100%	100%	–	Resource investment 資源投資
APAC Resources Investment Holding Limited 亞太資源投資控股有限公司	BVI 英屬處女群島	US\$1 ordinary share 1美元普通股	100%	100%	–	100%	100%	–	Principal investment and financial services 主要投資及金融服務
APAC Resources Investments Limited 亞太資源投資有限公司	BVI 英屬處女群島	US\$1 ordinary share 1美元普通股	100%	100%	–	100%	100%	–	Investment holding 投資控股
APAC Resources Management Limited	Hong Kong	HK\$1 ordinary share	100%	100%	–	100%	100%	–	Provision of management services
亞太資源管理有限公司	香港	1港元普通股							提供管理服務
APAC Resources Mining Limited 亞太資源礦業有限公司	BVI 英屬處女群島	US\$1 ordinary share 1美元普通股	100%	100%	–	100%	100%	–	Investment holding 投資控股
APAC Resources Shanghai Limited 亞太資源上海有限公司	Hong Kong 香港	HK\$1 ordinary share 1港元普通股	100%	100%	–	100%	100%	–	Principal investment and financial services 主要投資及金融服務
APAC Resources Strategic Holdings Limited 亞太資源策略控股有限公司	BVI 英屬處女群島	US\$1 ordinary share 1美元普通股	100%	100%	–	100%	100%	–	Investment holding 投資控股
APAC Resources Treasury Management Limited 亞太資源財資管理有限公司	BVI 英屬處女群島	US\$1 ordinary share 1美元普通股	100%	100%	–	100%	100%	–	Principal investment and financial services 主要投資及金融服務

30. SUBSIDIARIES (Continued) 30. 附屬公司(續)

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

As at 30 June 2020 Proportion of ownership interest As at 30 June 2019 Proportion of ownership interest 於二零二零年六月三十日擁有權權益比例於二零一九年六月三十日擁有權權益比例 Name of company Place of incorporation/ establishment Particulars of issued and paid up capital Group's effective interest Held by the Company Held by subsidiaries Group's effective interest Held by the Company Held by subsidiaries Principal activities 公司名稱註冊成立╱成立地點已發行及繳足股本詳情本集團之實際權益本公司持有附屬公司持有本集團之實際權益本公司持有附屬公司持有主要業務 Asia Cheer Trading Limited Hong Kong HK\$1 ordinary share 100% 100% – 100% 100% – Investment holding 喜亞貿易有限公司香港 1港元普通股投資控股 Fortune Arm Limited BVI US\$1 ordinary share 100% – 100% 100% – 100% Principal investment and financial services 英屬處女群島 1美元普通股主要投資及金融服務 Fortune Desire Investments Limited BVI US\$1 ordinary share 100% 100% – 100% 100% – Investment holding 英屬處女群島 1美元普通股投資控股 Mount Sun Investments Limited BVI US\$1 ordinary share 100% 100% – 100% 100% – Investment holding 昇辰投資有限公司英屬處女群島 1美元普通股投資控股 Sino Chance Trading Limited Hong Kong HK\$1 ordinary share 100% 100% – 100% 100% – Trading of commodities 凱機貿易有限公司香港 1港元普通股商品貿易 Ultra Effort Limited BVI US\$1 ordinary share 100% 100% – 100% 100% – Principal investment and financial services 英屬處女群島 1美元普通股主要投資及金融服務亞太資源(青島)有限公司* The PRC Registered capital of US\$29,800,000 100% – 100% 100% – 100% Trading of commodities 中國註冊資本 29,800,000美元商品貿易瑞域(上海)投資諮詢有限公司* The PRC Registered capital of US\$3,600,000 100% 100% – 100% 100% – Provision of consultancy service in corporate management, metallurgy technology, investment and development in mineral resources 中國註冊資本提供公司管理、冶金技

* This subsidiary is registered as a wholly-foreign-owned enterprise under the PRC law.

3,600,000美元

The above list contains only the particulars of subsidiaries which, in the opinion of the directors of the Company, principally affected the results, assets or liabilities of the Group.

None of the subsidiaries had issued any debt securities at the end of both years or at any time during both years.

* 此附屬公司根據中國法律註冊為外商獨資企業。

術及礦產資源投資開發方面之諮詢服務

本公司董事認為,上表僅包含主要影響本集團業績、資產或負債之附屬公司資料。

概無附屬公司於兩個年度末或兩個年度內任何時間發行任何債務證券。

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

31. CATEGORIES OF FINANCIAL INSTRUMENTS 31. 金融工具之類別

		2020	2019
		二零二零年	二零一九年
		HK\$'000	HK\$'000
		千港元	千港元

Financial assets	金融資產
Trade and other receivables	貿易及其他應收賬款	31,086	24,836
Loan notes	貸款票據	3,916	51,168
Loan receivables	應收貸款	468,876	401,418
Pledged bank deposits	已抵押銀行存款	88,611	74,711
Bank balances and cash	銀行結餘及現金	564,039	814,547

Financial assets at amortised cost	按攤銷成本列賬的金融資產	1,156,528	1,366,680

Financial assets at FVTPL,	按公平值於損益賬處理之
mandatorily measured at FVTPL	金融資產,強制性按
	公平值於損益賬處理
– Listed equity securities	-持作買賣之	629,058	392,102
held-for-trading	上市股本證券
– Listed equity securities not held	-並非於買賣組合內	58,398	275,638
within the trading portfolios	持有之上市股本證券
– Convertible notes	-可換股票據	9,690	10,873
– Derivative financial instruments:	-衍生金融工具:	11,414	–
– Warrants	-認股權證
– Unlisted equity investments	-非上市股本投資	8,291	21,369

		716,851	699,982
Trade receivables designated at FVTPL 指定按公平值於損益賬處理之	貿易應收賬款	6,273	–

		723,124	699,982

Financial liabilities	金融負債
Other payables	其他應付賬款	23,591	7,396
Lease liabilities	租賃負債	4,504	–

Financial liabilities at amortised cost	按攤銷成本列賬的金融負債	28,095	7,396

Financial liabilities at FVTPL	按公平值於損益賬處理之
	金融負債
Trade payables designated at FVTPL	指定按公平值於損益賬處理之	61,852	5,415
	貿易應付賬款

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS

The main risks arising from the Group's financial instruments are credit risk, liquidity risk, interest rate risk, currency risk and other price risk. The Group's exposure to these risks and the financial risk management policies and practices used by the Group to manage these risks are described below.

(a) Credit risk

Credit risk refers to the risk that the Group's counterparties default on their contractual obligations resulting in financial losses to the Group. The Group's credit risk exposures are primarily attributable to trade receivables, loan receivables, other receivables, loan notes, convertible notes, pledged bank deposits and bank balances. The Group does not hold any collateral or other credit enhancements to cover its credit risks associated with its financial assets, except that the credit risks associated with certain loan receivables is mitigated as they are secured (Note 19).

Trade receivables

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer rather than the industry or country in which the customers operate and therefore significant concentrations of credit risk primarily arise when the Group has significant exposure to individual customers.

As at 30 June 2020, the Group had concentration of credit risk in respect of trade receivables of HK\$6,273,000 (2019: HK\$nil) in to a customer. Taking into account the historical settlement record of this customer, the directors of the Company considered that the Group's credit risk in respect of this trade receivable was insignificant.

Except for trade receivables designated at FVTPL and convertible notes measured at FVTPL, the Group performed impairment assessment for financial assets under ECL model. Information about the Group's credit risk management, maximum credit risk exposures and the related impairment assessment are summarized as below.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. 財務風險管理及金融工具之公平值

本集團金融工具所產生的主要風險為信貸風險、流動性風險、利率風險、貨幣風險及其他價格風險。下文載述本集團承受的該等風險及本集團使用以管理該等風險的金融風險管理政策及慣例。

(a) 信貸風險

信貸風險指本集團的交易對方違反其合約責任而導致本集團蒙受財務虧損的風險。本集團的信貸風險主要源自貿易應收賬款、應收貸款、其他應收款項、貸款票據、可換股票據、已抵押銀行存款及銀行結餘。本集團並無持有任何抵押品或其他信貸增強措施以為其金融資產相關信貸風險提供保障,惟若干與應收貸款有關的信貸風險因有抵押而有所緩解(附註19)。

貿易應收賬款

本集團的信貸風險主要受各客戶的個別特徵,而非受客戶經營所在的行業或國家所影響,因此當本集團因個別客戶而承受重大風險時,就會產生重大信貸集中風險。

於二零二零年六月三十日,本集團就一位客戶的貿易應收賬款 6,273,000港元(二零一九年:零港元)承擔信貸集中風險。考慮到該客戶的過往結算記錄,本公司董事認為本集團就該貿易應收賬款的信貸風險屬不重大。

除指定按公平值於損益賬處理之貿易應收賬款及可換股票據按公平值於損益賬處理計量外,本集團根據預期信貸虧損模式對金融資產進行減值評估。有關本集團信貸風險管理、最高信貸風險及相關減值評估的資料概述如下。

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(a) Credit risk (Continued)

Financial assets at amortised costs

In order to minimise the credit risk, the management of the Group has delegated a team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the management of the Group reviews the recoverable amount of each individual debt at the end of each reporting period to ensure that adequate impairment losses are made for irrecoverable amounts. The Group applies general approach on loan receivables to assess for ECL prescribed by HKFRS 9. To measure ECL of loan receivables, the Group applies internal credit rating for its borrowers and they are assessed individually by reference to their past default records, their current past due exposure and an analysis of their current financial position. The ECL rates are estimated based on historical observed default rates over the expected life of the loan receivables and are adjusted for forward-looking information (for example, the current and forecasted global economy and the general economic conditions of the industry in which the borrowers operate) that is available without undue cost or effort. Such forward-looking information is used by the management of the Group to assess both the current conditions and the forecasted direction at the reporting date.

Pledged bank deposits and bank balances

The bank balances are placed in various authorised financial institutions either with high credit ratings or good financial background and the directors of the Company consider the credit risk of such authorised financial institutions is low.

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each debtor. As at 30 June 2020, the Group had concentration of credit risk on pledged bank deposits of HK\$61,771,000 (2019: HK\$62,500,000) in a bank in Hong Kong and on bank balances of HK\$194,968,000 (2019: HK\$120,729,000) in a bank in Hong Kong. In the opinion of directors of the Company, the credit risks on pledged bank deposits and bank balances are limited because the counterparties are banks with high credit ratings.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. 財務風險管理及金融工具之公平值(續)

(a) 信貸風險(續)

按攤銷成本列賬的金融資產

為盡量降低信貸風險,本集團管理層已委任一支負責釐定信貸額度、信貸審批及其他監察程序之團隊, 以確保採取跟進行動收回逾期債務。此外,本集團管理層於各報告期末評估各個別債務之可收回金額,以確保對不可收回之金額計提充足之減值虧損。本集團就應收貸款應用一般方法以按香港財務報告準則第9號的規定評估預期信貸虧損。為計量應收貸款的預期信貸虧損,本集團就其借款人應用內部信貸評級並參考彼等的過往違約記錄、彼等的當前逾期風險及彼等的當前財務狀況分析對彼等進行個別評估。預期信貸虧損率乃於應收貸款預期年期內根據過往已觀察違約率進行估計並就無須花費過多成本或精力即可獲得的前瞻性資料(例如,當前及預測全球經濟以及借款人經營所在行業的整體經濟狀況) 作出調整。本集團管理層於報告日期採用該等前瞻性資料評估當前狀況及所預測方向。

已抵押銀行存款以及銀行結餘

銀行結餘存放於多家擁有高信貸評級或良好財務背景的授權金融機構且本公司董事認為該等授權金融機構的信貸風險較低。

本集團之信貸風險主要受各債務人之個別特性影響。於二零二零年六月三十日,本集團於香港一間銀行之已抵押銀行存款61,771,000 港元(二零一九年:62,500,000港元)及於香港一間銀行之銀行結餘 194,968,000港元(二零一九年: 120,729,000港元)存在集中信貸風險。本公司董事認為,由於交易對手方為高信貸評級之銀行,該等已抵押銀行存款及銀行結餘之信貸風險有限。

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(a) Credit risk (Continued)

Loan receivables

As at 30 June 2020, the Group had concentration of credit risk in respect of certain loan receivables of HK\$320,810,000 (2019: HK\$315,113,000) from two borrowers. The management of the Group reviewed the public announcements and financial information of the guarantors of these loans receivable, the records of continuous settlements of interests and the value of the underlying securities, if any, in order to assess their credit quality. In this regards, the directors of the Company considered the Group's concentration of credit risk in respect of the certain material loan receivables as at 30 June 2020 was significantly reduced.

The directors of the Company estimate the estimated loss rates of loan receivables based on historical credit loss experience of the debtors as well as the fair value of the collateral pledged by the customers to the loan receivables. Based on assessment by the directors of the Company, the amount of impairment made and movement in the loss allowance account in respect of loan receivables during the year is as follows:

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. 財務風險管理及金融工具之公平值(續)

(a) 信貸風險(續) 應收貸款

於二零二零年六月三十日,本集團來自兩名借款人之若干應收貸款 320,810,000港元(二零一九年: 315,113,000港元)存在信貸集中風險。本集團管理層審閱應收貸款擔保人的公開公告及財務資料、利息持續償付的記錄以及相關證券的價值(如有)以評估其信貸風險。就此而言,本公司董事認為,本集團於二零二零年六月三十日有關若干重大應收貸款的信貸集中風險已大幅降低。

本公司董事根據債務人之過往信貸虧損經驗以及客戶就應收貸款所質押之抵押品之公平值,估計應收貸款之估計虧損率。根據本公司董事之評估,年內減值計提撥備及應收貸款之虧損撥備賬之變動如下:

		12m ECL (not credit impaired) 12個月預期信貸虧損 (未發生信貸減值) HK\$'000 千港元	Lifetime ECL (not credit impaired) 全期預期信貸虧損 (未發生信貸減值) HK\$'000 千港元	Total 合計 HK\$'000 千港元
Balance at 1 July 2018	於二零一八年七月一日	1,160	–	1,160
Changes due to financial instruments recognised as at 1 July 2018:	之結餘於二零一八年七月一日確認財務工具之變動:
– Impairment losses reversed New financial assets originated	– 已回撥減值虧損新產生之新金融資產	(771) 169	–	(771) 169
At 30 June 2019 and 1 July 2019 Changes due to financial instruments recognised	於二零一九年六月三十日及二零一九年七月一日於二零一九年七月一日確認財務工具之變動:	558	–	558
as at 1 July 2019: – Impairment losses recognised – Impairment loss reversed New financial assets originated	– 已確認減值虧損 – 已回撥減值虧損新產生之新金融資產	79 (169) 2,089	– – 2,049	79 (169) 4,138
At 30 June 2020	二零二零年六月三十日	2,557	2,049	4,606

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(a) Credit risk (Continued)

Loan receivables (Continued)

Changes in the loss allowance for loan receivables are mainly due to:

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. 財務風險管理及金融工具之公平值(續)

(a) 信貸風險(續)

應收貸款(續)

應收貸款之虧損撥備變動主要由於:

			2020 二零二零年	2019 二零一九年
		Increase/ (decrease) in 12m ECL 12個月預期信貸虧損增加╱(減少) HK\$'000 千港元	Increase/ (decrease) in lifetime ECL (note credit impaired) 全期預期信貸虧損(未發生信貸減值) 增加╱(減少) HK\$'000 千港元	Increase/ (decrease) in 12m ECL 12個月預期信貸虧損增加╱(減少) HK\$'000 千港元	Increase/ (decrease) in lifetime ECL (note credit impaired) 全期預期信貸虧損(未發生信貸減值) 增加╱(減少) HK\$'000 千港元
Advance of new loan receivables Settlement in full of loan receivables	新應收貸款之墊款悉數結清應收貸款	2,089 –	2,049 –	– (513)	– –

Other receivables

For other receivables and deposits, the directors of the Company make periodic individual assessment on the recoverability of other receivables and deposits based on historical settlement records, past experience, and also quantitative and qualitative information that is reasonable and supportive forward-looking information. The directors of the Company believe that there are no significant increase in credit risk of these amounts since initial recognition and the Group provided impairment based on 12-month ECL. For the year ended 30 June 2020 and 2019, the Group assessed the ECL for other receivables and deposits were insignificant and thus no loss allowance was recognised.

Loan notes

As at 30 June 2020, the Group had concentration of credit risk in respect of loan notes of HK\$3,916,000 (2019: HK\$51,168,000) into one entity. The management of the Group reviewed the public announcements and financial information of the guarantor of these loan notes as well as subsequent settlements of interests in order to assess their credit quality. In this regard, the directors of the Company considered that the Group's credit risk in respect of these loan notes was significantly reduced.

其他應收賬款

就其他應收賬款及按金而言,本公司董事根據過往償付記錄、過往經驗以及合理且有依據的前瞻性定量及定性資料,對其他應收賬款及按金的可收回性進行定期個別評估。本公司董事認為自初次確認以來該等款項的信貸風險並無顯著增加且本集團根據12個月預期信貸虧損撥備減值。截至二零二零年及二零一九年六月三十日止年度,本集團評估其他應收賬款及按金的預期信貸虧損並不重大,因此並無確認虧損撥備。

貸款票據

於二零二零年六月三十日,本集團來自一個實體的貸款票據 3,916,000 港元(二零一九年: 51,168,000港元)存在信貸集中風險。本集團管理層審閱該等貸款票據的擔保人的公開公告及財務資料以及其後利息償付情況以評估其信貸質素。就此而言,本公司董事認為,本集團有關該等貸款票據的信貸風險已大幅降低。

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(a) Credit risk (Continued)

The Group's internal credit risk grading assessment comprises the following categories:

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. 財務風險管理及金融工具之公平值(續)

(a) 信貸風險(續)

本集團之內部信貸風險評級評估包括以下類別:

Internal credit rating 內部信貸評級	Description 說明	Financial assets at amortised cost 按攤銷成本列賬的金融資產
Low risk	The counterparty has a low risk of default and does not have any past-due amounts	12m ECL
低風險	交易對手方的違約風險較低,且並無任何逾期款項	12個月預期信貸虧損
Medium risk	Debtor frequently repays after due dates but usually settle in full	12m ECL
中風險	債務人經常於逾期日後還款,但通常悉數結算	12個月預期信貸虧損
High risk	There have been significant increases in credit risk since initial recognition through information developed internally or external sources	Lifetime ECL – not credit-impaired
高風險	根據內部或外部來源得到的資料,信貸風險自首次確認以來大幅增加	全期預期信貸虧損-未發生信貸減值
Loss	There is evidence indicating the asset is credit-impaired	Lifetime ECL – credit-impaired
虧損	有證據顯示資產已發生信貸減值	全期預期信貸虧損-已發生信貸減值
Write-off	There is evidence indicating that the debtor is in severe financial difficulty and the Group has no realistic prospect of recovery	Amount is written off
撇銷	有證據顯示債務人陷入嚴重的財務困難且本集團不認為日後可收回有關款項	有關款項獲撇銷

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(a) Credit risk (Continued)

The tables below detail the credit risk exposures of the Group's financial assets which are subject to ECL assessment:

	Notes 附註	External credit rating 外部信貸評級	Internal credit rating 內部信貸評級	12m ECL or lifetime ECL 12個月或全期預期信貸虧損	Gross carrying amount 二零二零年賬面總值 HK\$'000 千港元	Gross carrying amount 二零一九年賬面總值 HK\$'000 千港元
Financial assets at amortised cost 按攤銷成本列賬的金融資產 Loan receivables (note (i)) 應收貸款(附註(i))	19	N/A 不適用	Low risk 低風險	12m ECL (not credit impaired and assessed individually) 12個月預期信貸	379,136	210,515
			High risk 高風險	虧損(未發生信貸減值及進行個別評估) Lifetime ECL (not credit impaired and assessed individually) 全期預期信貸虧損(未發生信貸減	94,346	191,461
Loan notes 貸款票據	20	N/A 不適用	Low risk 低風險	值及進行個別評估) 12m ECL (not credit impaired and assessed individually) 12個月預期信貸虧損(未發生信貸減值及進行個別評估)	3,916	51,168

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. 財務風險管理及金融工具之公平值(續)

(a) 信貸風險(續)

下表詳列本集團金融資產面臨的信貸風險,該等金融資產須進行預期信貸虧損評估:

2020 2019

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. FINANCIAL RISK MANAGEMENT AND FAIR

VALUE OF FINANCIAL INSTRUMENTS (Continued)

(a) Credit risk (Continued)

32. 財務風險管理及金融工具之

公平值(續)

(a) 信貸風險(續)

	Notes 附註	External credit rating 外部信貸評級	Internal credit rating 內部信貸評級	12m ECL or lifetime ECL 12個月或全期預期信貸虧損	2020 Gross carrying amount 二零二零年賬面總值 HK\$'000 千港元	2019 Gross carrying amount 二零一九年賬面總值 HK\$'000 千港元
Other receivables and deposits (note (ii)) 其他應收賬款及按金(附註(ii))	21	N/A 不適用	Low risk 低風險	12m ECL (not credit impaired and assessed	31,086	24,836
				individually) 12個月預期信貸虧損(未發生信貸減值及進行個別評估)
Pledged bank deposits 已抵押銀行存款	22	A1	N/A 不適用	12m ECL (not credit impaired and assessed individually) 12個月預期信貸虧損(未發生信貸減值及進行個別評估)	88,611	74,711
Bank balances 銀行結餘	22	Baa1 to Aa1 Baa1至Aa1	N/A 不適用	12m ECL (not credit impaired and assessed individually) 12個月預期信貸	564,001	814,487
				虧損(未發生信貸減值及進行個別評估)	1,161,096	1,367,178

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(a) Credit risk (Continued)

Notes:

(i) At 30 June 2019, no loss allowance has been recognised for the loan receivables falling into high risk category in the internal credit rating because the carrying amount of this loan receivables can be recovered by realisation of the underlying security.
(ii) For the purpose of internal credit risk management, the Group uses past due information to assess whether credit risk has been increased significantly since initial recognition.

32. 財務風險管理及金融工具之公平值(續)

(a) 信貸風險(續)

附註:

(i) 於二零一九年六月三十日,概無就內部信貸評級中屬於高風險類別的應收貸款確認虧損撥備,原因是該應收貸款的賬面值可透過變現相關抵押品予以收回。
(ii) 就內部信貸風險管理而言,本集團採用逾期資料以評估信貸風險自初次確認後是否顯著增加。

		2020			2019
		二零二零年			二零一九年
		Not past			Not past
		due/no fixed			due/no fixed
		repayment			repayment
	Past due	terms	Total	Past due	terms	Total
		未逾期╱			未逾期╱
	逾期	無固定還款期	總計	逾期	無固定還款期	總計
	HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000
	千港元	千港元	千港元	千港元	千港元	千港元

Other receivables and deposits 其他應收賬款及	–	31,086	31,086	–	24,836	24,836
按金

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(b) Liquidity risk

Individual operating entities within the Group are responsible for their own cash management, including the short term investment of cash surpluses and the raising of loans to cover expected cash demands, subject to the parent company's board approval. The Group's policy is to regularly monitor its liquidity requirements to ensure that it maintains sufficient reserves of cash to meet its liquidity requirements in the short and longer term.

The following tables set out the remaining contractual maturities at the end of the reporting period of the Group's non-derivative financial liabilities based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on rates current at the end of the reporting period) and the earliest date the Group can be required to pay.

For trade payables under provisional pricing arrangements and are designated at FVTPL, the amount is derived from the estimated future cash payments with reference to the Platts Iron Ore Index Price at the end of the reporting periods.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. 財務風險管理及金融工具之公平值(續)

(b) 流動資金風險

本集團內個別經營實體負責其自身現金管理事宜,包括現金盈餘之短期投資及籌集貸款應付預期現金需求,惟須待母公司董事會批准方可作實。本集團之政策為定期監察其流動資金需求,以確保其維持充足現金儲備,以應付長短期之流動資金需要。

下表列載本集團之非衍生金融負債於報告期末之餘下合約期限,基準為合約未貼現現金流量(包括按合約利率,或如屬浮息,則按報告期末當時利率計算之利息付款)及本集團須予支付之最早日期。

就有臨時定價安排之貿易應付款項而言,有關金額乃經參考於報告期末之倫金所未來商品價格所估計之未來現金付款計算得出。

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

32. 財務風險管理及金融工具之公平值(續)

(b) Liquidity risk (Continued)

(b) 流動資金風險(續)

				2019
				二零一九年
			More than	More than	Total	Carrying
		Within	1 year but	2 years but	contractual	amount at
		1 year or	less than	less than	undiscounted	30 June
		on demand	2 years	5 years	cash flows	2019 於二零一九年
		一年內	一年以上	兩年以上	未折現合約	六月三十日
		或按要求	但兩年以內	但五年以內	現金流量總額	的賬面值
		HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000
		千港元	千港元	千港元	千港元	千港元
Non-derivative financial liabilities	非衍生金融負責
Other payables Trade payables designated at FVTPL	其他應付賬款指定按公平值於損益賬處	7,396	–	–	7,396	7,396
	理之貿易應付賬款	5,415	–	–	5,415	5,415

		12,811	–	–	12,811	12,811

Note:

The Group has initially applied HKFRS 16 using the modified retrospective approach and adjusted the opening balances at 1 July 2019 to recognise lease liabilities relating to leases which were previously classified as operating leases under HKAS 17, and capitalised amounts relating to new leases entered into during the year. Under this approach, the comparative information is not restated. See Note 4.

本集團已採用經修訂追溯法首次應用香港財務報告準則第16號,並調整於二零一九年七月一日的年初結餘,以確認與先前根據香港會計準則第17號分類為經營租賃的租賃相關的租賃負債及與年內新訂立租賃有關之資本化款項。按此方法,比較資料不予重列。見附註4。

附註:

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(c) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Group is exposed to cash flow interest rate risk in relation to variable-rate pledged bank deposits and bank balances as at 30 June 2020 and 2019. The Group is exposed to fair value interest rate risk in relation to fixed-rate loan receivables, convertible notes, loan notes and lease liabilities as at 30 June 2020 and 2019. The Group currently does not have any interest rate hedging policy. The directors of the Company monitor the interest rate exposure and will consider necessary actions when significant interest rate exposure is anticipated.

No interest rate sensitivity analysis is disclosed, as in the opinion of the directors of the Company, the interest rate sensitivity does not give additional value in view of insignificant exposure of interest bearing pledged bank deposits and bank balances as at the end of the reporting period.

The Group's exposure to interest rates on financial liabilities is detailed in the liquidity risk management section of this note.

(d) Currency risk

(i) Exposure to currency risk

The Group is exposed to currency risk primarily through sales and purchases and provision of loan financing which give rise to receivables, payables and bank balances that are denominated in a foreign currency, i.e. a currency other than the functional currency of the operations to which the transactions relate. The currencies giving rise to this risk are primarily Renminbi ("RMB"), United States dollars ("US\$"), Australian dollars ("A\$"), Canadian dollars ("CAD") and British Pound ("GBP"). The Group ensures that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates where necessary to address short-term imbalances.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. 財務風險管理及金融工具之公平值(續)

(c) 利率風險

利率風險指金融工具的公平值或未來現金流量將因市場利率改變而波動的風險。

於二零二零年及二零一九年六月三十日,本集團所承受之現金流量利率風險與浮動利率已抵押銀行存款及銀行結餘有關。於二零二零年及二零一九年六月三十日,本集團就定息應收貸款、可換股票據、貸款票據及租賃負債面臨公平值利率風險。本集團當前未採取任何利率對沖政策。本公司董事監控利率風險狀況,並將於預期出現重大利率風險時考慮其他必要措施。

由於本公司董事認為,於報告期末之計息已抵押銀行存款及銀行結餘風險不大,利率敏感度不會帶來額外價值,故並無披露利率敏感度分析。

本集團因金融負債而承受之利率風險於本附註流動資金風險管理一節詳述。

(d) 外幣風險

(i) 外幣風險

本集團承受的外幣風險主要來自以外幣(即有關交易的營運的功能貨幣以外之貨幣)計值的銷售及採購及提供貸款融資所產生的應收賬款、應付賬款及銀行結餘。產生該風險之貨幣主要為人民幣(「人民幣」)、美元(「美元」)、澳元 (「澳元」)、加元(「加元」)及英鎊(「英鎊」)。本集團確保透過於必要時以即期匯率買入或出售外幣以解決短期失衡情況, 從而將淨風險承擔保持於可接受之水平。

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(d) Currency risk (Continued)

(i) Exposure to currency risk (Continued)

The following table details the Group's exposure at the end of the reporting period to currency risk arising from recognised monetary financial assets and monetary financial liabilities denominated in a currency other than the functional currency of the entity to which they relate. For presentation purposes, the amounts of the exposure are shown in Hong Kong dollars, translated using the spot rate at the year end date.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. 財務風險管理及金融工具之公平值(續)

(d) 外幣風險(續)

(i) 外幣風險(續)

下表詳述本集團於報告期末因已確認貨幣金融資產及貨幣金融負債(以資產及負債相關實體功能貨幣以外貨幣計值)而產生的貨幣風險。就呈列而言,有關風險金額乃以港元列示,使用年度結算日的即期匯率換算。

				2020
		US\$ 美元 HK\$'000 千港元	RMB 人民幣 HK\$'000 千港元	二零二零年 A\$ 澳元 HK\$'000 千港元	CAD 加元 HK\$'000 千港元	GBP 英鎊 HK\$'000 千港元

Other receivables and	其他應收賬款及
rental deposits	租賃按金	2,196	–	5,735	3,688	678
Loan receivables	應收貸款	–	320,810	–	–	–
Loan notes	貸款票據	3,916	–	–	–	–
Bank balances	銀行結餘	21,893	786	225,995	55,319	21,056
Other payables	其他應付賬款	–	–	(1,091)	(7,435)	–
Net exposure arising from recognised assets and liabilities	已確認資產及負債產生之風險淨額	28,005	321,596	230,639	51,572	21,734

				2019
				二零一九年
		US\$	RMB	A\$	CAD	GBP
		美元	人民幣	澳元	加元	英鎊
		HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000
		千港元	千港元	千港元	千港元	千港元

Other receivables and	其他應收賬款及
rental deposits	租賃按金	77	8,775	1,792	408	350
Loan receivables	應收貸款	–	123,652	55,267	–	–
Loan notes	貸款票據	51,168	–	–	–	–
Bank balances	銀行結餘	7,684	812	229,115	35,171	7,011
Other payables	其他應付賬款	–	–	–	–	–

Net exposure arising from recognised assets and liabilities	已確認資產及負債產生之風險淨額	58,929	133,239	286,174	35,579	7,361

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(d) Currency risk (Continued)

(ii) Sensitivity analysis

The following table indicates the instantaneous change in the Group's loss/profit after tax (and accumulated profits) that would arise if foreign exchange rates to which the Group has significant exposure at the end of the reporting period had changed at that date, assuming all other risk variables remained constant. In this respect, it is assumed that the pegged rate between the Hong Kong dollar and the United States dollar would be materially unaffected by any changes in movement in value of the United States dollar against other currencies.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. 財務風險管理及金融工具之公平值(續)

(d) 外幣風險(續)

(ii) 敏感度分析

下表顯示本集團除稅後虧損╱ 溢利(及累計溢利)因本集團所承受重大風險的匯率已於報告期末轉變(假設所有其他風險變數維持不變)而即時出現的變化。就此而言,假設港元與美元之掛鈎匯率在很大程度上將不受美元兌其他貨幣之價值之任何變動影響。

		2020 二零二零年		2019 二零一九年
		Increase/ (decrease) in foreign exchange rate 匯率增加╱ (減少) %	Decrease/ (increase) in loss after income tax 除所得稅後虧損減少╱ (增加) HK\$'000 千港元	Increase/ (decrease) in foreign exchange rate 匯率增加╱ (減少) %	Increase/ (decrease) in profit after income tax 除所得稅後溢利增加╱ (減少) HK\$'000 千港元
RMB	人民幣	10	32,160	10	13,324
A\$	澳元	(10) 10	(32,160) 23,064	(10) 10	(13,324) 28,617
CAD	加元	(10) 10	(23,064) 5,157	(10) 10	(28,617) 3,558
GBP	英鎊	(10) 10 (10)	(5,157) 2,173 (2,173)	(10) 10 (10)	(3,558) 736 (736)

Results of the analysis as presented in the above table represent an aggregation of the instantaneous effects on each of the group entities' profit or loss after tax and equity measured in the respective functional currencies, translated into HK\$ at the exchange rate ruling at the end of the reporting period for presentation purposes.

The sensitivity analysis assumes that the change in foreign exchange rates had been applied to re-measure those monetary financial instruments held by the Group which expose the Group to foreign currency risk at the end of the reporting period. The analysis is performed on the same basis for 2019.

上表所載分析結果指為呈列目的而將以相關功能貨幣計量的各集團實體除稅後溢利或虧損及權益按報告期末現行匯率兌換為港元的綜合即時影響。

敏感度分析假設外匯匯率變動已應用於重新計量本集團於報告期末面臨外匯風險的貨幣金融工具。分析按與二零一九年相同的基準進行。

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(e) Foreign currency price risk

The Group is engaged in equity securities trading and investments which are denominated in foreign currencies and is therefore exposed to foreign currency price risk. 69% (2019: 78%) of the Group's equity investments, including listed securities held-for-trading, listed securities not held within the trading portfolios and unlisted equity investments, and derivative financial instruments are denominated in currencies other than the functional currency of the group entities.

The carrying amounts of the Group's foreign currency denominated equity investments and derivative financial instruments at the end of the reporting period are set out as follows:

32. 財務風險管理及金融工具之公平值(續)

(e) 外幣價格風險

本集團從事股本證券買賣及投資, 其主要貨幣單位為外幣,因此須承受外幣價格風險。本集團69%(二零一九年:78%)之股本投資(包括持作買賣上市證券、並非於買賣組合內持有之上市證券及非上市股本投資及衍生金融工具)之貨幣單位並非集團實體之功能貨幣。

於報告期末,本集團以外幣計值之股本投資及衍生金融工具之賬面值載列如下:

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
US\$	美元	17,052	29,156
A\$	澳元	359,920	362,776
Pound Sterling	英鎊	11,092	23,569
CAD	加拿大元	98,081	121,702

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(e) Foreign currency price risk (Continued)

Sensitivity analysis

The following table details the Group's sensitivity to a 10% (2019: 10%) increase and decrease in HK\$ against foreign currencies and all other variables are held constant. US\$ is not included in sensitivity analysis, as HK\$ is pegged to US\$, the Group does not expect any significant movements in the US\$/HK\$ exchange rate. 10% (2019: 10%) is the sensitivity rate used by the management in the assessment of the reasonably possible change in foreign exchange rates. A positive number below indicates a decrease in post-tax loss (2019: increase in posttax profit) for the year where foreign currencies strengthen 10% (2019: 10%) against HK\$. For a 10% (2019: 10%) weakening of foreign currencies against HK\$, there would be an equal and opposite impact on the post-tax loss (2019: post-tax profit) for the year.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. 財務風險管理及金融工具之公平值(續)

(e) 外幣價格風險(續)

敏感度分析

下表詳列本集團對港元兌外幣匯率上升及下跌10%(二零一九年: 10%)之敏感度,而其他所有變量維持不變。美元並未計入此敏感度分析,因港元與美元掛鈎,本集團預期美元兌港元之匯率不會有任何重大變動。10%(二零一九年: 10%)乃管理層評估外幣匯率之合理可能變動所使用之敏感度比率。下列正數表示外幣兌港元升值10% (二零一九年:10%)時年度除稅後虧損(二零一九年:除稅後溢利增加)的減幅。若外幣兌港元貶值 10%(二零一九年:10%),則會對年度除稅後虧損(二零一九年:除稅後溢利)造成等額相反影響。

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Decrease in post-tax loss (2019: increase in post-tax profit) for the year	年度除稅後虧損減少 (二零一九年:除稅後溢利增加)	46,909	50,804

(f) Equity price risk

The Group is exposed to equity price risk through its investments, including listed securities held-for-trading, unlisted equity investments and listed securities not held within the trading portfolios. The management of the Group manages this exposure by maintaining a portfolio of investments with different risk and return profiles.

(f) 股價風險

本集團因其投資(包括持作買賣之上市證券、非上市股本投資及並非持作買賣組合之上市證券)而承受股價風險。本集團管理層透過持有風險及回報情況不同之投資組合而管理有關風險。

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(f) Equity price risk (Continued)

Sensitivity analysis

The sensitivity analyses below have been determined based on the listed equity securities exposure to price risk at the end of the reporting period. If equity price (in the relevant currencies in which the investments are denominated) had been 30% higher/ lower (2019: 30% higher/lower) and all other variables are held constant, post-tax loss for the year ended 30 June 2020 would decrease/increase by HK\$206,237,000 (2019: post-tax profit would increase/decrease by HK\$200,322,000). This is mainly due to the changes in fair value of listed securities held-fortrading and listed securities not held within the trading portfolios.

The sensitivity analyses below have been determined based on the unlisted equity investments at FVTPL exposure to price risk at the end of the reporting period. If equity price (in the relevant currencies in which the investments are denominated) had been 30% higher/lower (2019: 30% higher/lower) and all other variables are held constant:

• post-tax loss for the year ended 30 June 2020 would decrease/increase by HK\$2,487,000 (2019: post-tax profit would increase/decrease by HK\$6,411,000) as a result of changes in fair value of unlisted equity investments at FVTPL of HK\$8,291,000 (2019: HK\$21,369,000).

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. 財務風險管理及金融工具之公平值(續)

(f) 股價風險(續)

敏感度分析

以下敏感度分析乃按報告期末上市股本證券之價格風險釐定。假設股本價格(以該等投資之相關計值貨幣計值)上升╱下降30%(二零一九年:上升╱下降30%)而所有其他變量保持不變,截至二零二零年六月三十日止年度之除稅後虧損將減少╱增加206,237,000港元(二零一九年:除稅後溢利將增加╱減少 200,322,000港元)。這主要由持作買賣之上市證券及並非於買賣組合內持有之上市證券之公平值變動而引起;及

以下敏感度分析乃按報告期末按公平值於損益賬處理之非上市股本投資之價格風險釐定。假設股本價格 (以該等投資之相關計值貨幣計值) 升高╱下降30%(二零一九年:升高╱下降30%)而所有其他變量保持不變:

• 由於按公平值於損益賬處理之非上市股本投資之公平值 8,291,000港元(二零一九年: 21,369,000港元)發生變動, 截至二零二零年六月三十日止年度之除稅後虧損將減少╱ 增加2,487,000港元(二零一九年:除稅後溢利將增加╱減少 6,411,000港元)

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(g) Other price risk

The Group is exposed to other price risk through its convertible notes at FVTPL, which were issued by the Private Entity I, and derivative financial instruments (the warrants) at the end of the reporting period with changes in fair value to be recognized in the profit or loss. The fair value adjustment of these financial instruments would be affected positively or negatively, among others, by changes in equity price of the issuers.

Sensitivity analysis

As at 30 June 2020, if the equity price of the unlisted convertible notes at FVTPL and the underlying equity securities of the warrants had been 30% (2019: 30%) higher/lower and all other variables were held constant, the fair values of the unlisted convertible notes at FVTPL and the warrants will increase/ decrease and the Group's post-tax loss would decrease/ increase by HK\$6,331,000 (2019: the Group's post-tax profit would increase/decrease by HK\$3,261,000).

Commodity price risk

The Group is also exposed to commodity price risk as the Group's sales and purchases are subject to provisional pricing arrangements, predominantly iron ores prices. The Group has appointed a special team to monitor the price risk and will consider hedging the risk exposure should the need arise.

(h) Fair value measurements of financial instruments

This note provides information about how the Group determines fair values of various financial assets and financial liabilities.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. 財務風險管理及金融工具之公平值(續)

(g) 其他價格風險

於報告期末,本集團因其按公平值於損益賬處理的私人實體一所發行的可換股票據及衍生金融工具(認股權證)而面臨其他價格風險,有關公平值變動於損益內確認。該等金融工具的公平值調整可能因(其中包括)發行人所收取股價的變動而受到正面或負面影響。

敏感度分析

於二零二零年六月三十日,假設按公平值於損益賬處理的非上市可換股票據及認股權證的相關股本證券的股本價格上升╱下降30%(二零一九年:30%)而所有其他變量保持不變,則按公平值於損益賬處理的非上市可換股票據及認股權證的公平值將增加╱減少及本集團的除稅後虧損將減少╱增加6,331,000 港元(二零一九年:本集團除稅後溢利將增加╱減少3,261,000港元)。

商品價格風險

本集團亦承受商品價格風險,因為本集團須按臨時定價安排作出買賣 (主要為銅及鈷價)。本集團已委任特別團隊以監控價格風險,並於必要時將考慮對沖風險。

(h) 金融工具之公平值計量

本附註提供資料以展示本集團如何釐定不同金融資產及金融負債之公平值。

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(h) Fair value measurements of financial instruments (Continued)

Fair value of the Group's financial assets and financial liabilities that are measured at fair value on a recurring basis

Some of the Group's financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial instruments are determined (in particular, the valuation technique(s) and inputs used).

32. 財務風險管理及金融工具之公平值(續)

(h) 金融工具之公平值計量(續)

以經常基準按公平值計量之本集團金融資產及金融負債之公平值

本集團之部份金融資產及金融負債於各個報告期末按公平值計量。下表載列關於如何釐定該等金融工具之公平值的資料(特別是所採用的估值技術及輸入數據)。

Financial instruments 金融工具	Fair value as at 30 June 2020 於二零二零年六月三十日之公平值 HK\$'000 千港元	Fair value as at 30 June 2019 於二零一九年六月三十日之公平值 HK\$'000 千港元	Fair value hierarchy 公平值層級	Valuation technique(s) and key input(s) 估值技術及關鍵輸入數據
(1) Listed equity securities held-for-trading 持作買賣之上市股本證券	629,058	392,102	Level 1 第一級	Quoted bid prices in active markets 於活躍市場所報的買入價
(2) Convertible notes 可換股票據
– Issued by the Private Entity I -由私人實體一發行	9,690	10,873	Level 3 第三級	Binomial model with an expected volatility of 20% (2019: 19%) (note (ii)) 二項式模型及預期波幅率為20% (二零一九年:19%)(附註 (ii))
(3) Equity securities not held within the trading portfolios 並非於買賣組合內持有之股本證券
– Unlisted equity securities -非上市股本證券	7,067	21,216	Level 3 第三級	Discounted cash flow and a discount rate of 27.9% (2019: 33.7%) for business valuation (note (i)) 對於業務估值,採用貼現現金流量,貼現率為 27.9%(二零一九年:33.7%)(附註 (i))
				Black Scholes Option Pricing model and an expected volatility of 20% (2019:19%) for equity allocation 對於權益分配,採用布萊克—舒爾斯期權定價模型,預期波動率為20%(二零一九年︰ 19%)

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(h) Fair value measurements of financial instruments (Continued)

Fair value of the Group's financial assets and financial liabilities that are measured at fair value on a recurring basis (Continued)

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. 財務風險管理及金融工具之公平值(續)

(h) 金融工具之公平值計量(續)

以經常基準按公平值計量之本集團金融資產及金融負債之公平值(續)

	Financial instruments	Fair value as at Fair value as at 30 June 2020 30 June 2019 於二零二零年六月三十日於二零一九年六月三十日		Fair value hierarchy 公平值	Valuation technique(s) and key input(s) 估值技術及
	金融工具	之公平值 HK\$'000 千港元	之公平值 HK\$'000 千港元	層級	關鍵輸入數據
	– Unlisted equity securities -非上市股本證券	1,224	153	Level 3 第三級	Price to book multiples with reference to the market price of companies comparable to the investee and the investee's net asset value and a discount rate of 13% (2019: 47%) (note (i)) 賬面值乘以經參考可資比較被投資公司市價及被投資公司資產淨值及貼現率的13% (二零一九年:47%)(附註 (i))
	– Listed equity securities -上市股本證券	58,398	275,638	Level 1 第一級	Quoted bid prices in active markets 於活躍市場所報的買入價
	(4) Derivative financial instruments – Warrants 衍生金融工具-認股權證	11,414	N/A 不適用	Level 2 第二級	Black Scholes Model with references to the quoted prices in active markets and volatility of underlying shares 採用布萊克—舒爾斯模型並參考活躍市場報價和相關股份波幅
	(5) Trade receivables designated at FVTPL 指定按公平值於損益賬處理之	6,273	N/A 不適用	Level 2 第二級	Derived from quoted prices in active markets after considering credit risk of the assets 來源於考慮資產之信貸風險後之
	貿易應收賬款				活躍市場報價
	(6) Trade payables designated at FVTPL 指定按公平值於損益賬處理之貿易應付賬款	61,852	5,415	Level 2 第二級	Derived from quoted prices in active markets after considering credit risk of the liabilities 來源於考慮負債之信貸風險後之活躍市場報價
	Notes:				附註︰
(i)	The fair value measurement is negatively correlated to the discount rate.				(i) 公平值計量與貼現率成反比關係。
(ii)	The fair value measurement is positive correlated to the volatility.				(ii) 公平值計量與波幅成正比關係。
	There were no transfers among Level 1, 2 and 3 during both years.				於兩個年度內,第一級、第二級及第三級之間並無轉撥。

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(h) Fair value measurements of financial instruments (Continued)

32. 財務風險管理及金融工具之公平值(續)

金融資產之第三級公平值計

(h) 金融工具之公平值計量(續)

量之對賬

Reconciliation of Level 3 fair value measurements of financial assets

		Convertible notes	Unlisted equity securities
		at FVTPL 按公平值於損益賬處理之可換股票據 HK\$'000 千港元	at FVTPL 按公平值於損益賬處理之非上市股本證券 HK\$'000 千港元	Total 合計 HK\$'000 千港元
At 1 July 2018 Redemption Interest income (Notes 6 and 8) Interest received Disposal Loss arising from changes in fair value recognised in profit or loss (Note 7)	於二零一八年七月一日贖回利息收入(附註6及8) 已收利息出售於損益確認之公平值變動產生之虧損(附註7)	116,249 (100,000) 2,348 (6,725) – (999)	38,593 – – – (3,732) (13,492)	154,842 (100,000) 2,348 (6,725) (3,732) (14,491)
At 30 June 2019 and 1 July 2019	於二零一九年六月三十日及二零一九年七月一日	10,873	21,369	32,242
Interest income (Note 8) Addition Loss arising from changes in fair value recognised in profit or loss (Note 7)	利息收入(附註8) 添置於損益確認之公平值變動產生之虧損(附註7)	1,100 – (2,283)	– 1,361 (14,439)	1,100 1,361 (16,722)
At 30 June 2020	於二零二零年六月三十日	9,690	8,291	17,981

32. FINANCIAL RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

(h) Fair value measurements of financial instruments (Continued)

Reconciliation of Level 3 fair value measurements of financial assets (Continued)

The unrealised loss during the year ended 30 June 2020 relating to financial assets that are held at the end of the reporting period which are measured at fair value and are in level 3 in the fair value hierarchy is HK\$16,722,000 (2019: HK\$16,090,000). Such fair value loss is included in "other gains and losses" line item in the consolidated statement of profit or loss.

Fair value of the Group's financial assets and financial liabilities carried at other than fair value

The management of the Group estimates the fair value of its financial assets and financial liabilities measured at amortised cost using the discounted cash flows analysis and considers that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the consolidated statement of financial position approximate their fair values.

Fair value measurement and valuation process

The chief financial officer of the Company is responsible to determine the appropriate valuation techniques and inputs for fair value measurements.

In estimating the fair value of an asset, the Group uses market observable data to the extent it is available. Where level 1 inputs are not available, the Group engages third party qualified valuers to perform the valuation. The chief financial officer of the Company works closely with these valuers to establish the appropriate valuation techniques and inputs to the model.

Information about the valuation techniques and inputs used in determining the fair value of various assets are disclosed above.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

32. 財務風險管理及金融工具之公平值(續)

(h) 金融工具之公平值計量(續)

金融資產之第三級公平值計量之對賬(續)

截至二零二零年六月三十日止年度,於報告期末持有按公平值計量且屬於第三級公平值層級之金融資產的相關未變現虧損為16,722,000 港元(二零一九年:16,090,000港元)。該公平值虧損計入該綜合損益表「其他收益及虧損」一項。

並非按公平值列賬之本集團金融資產及金融負債之公平值

本集團管理層估計其以貼現現金流量分析按攤銷成本計量之金融資產及金融負債之公平值,且認為綜合財務狀況表內按攤銷成本記錄之金融資產及金融負債之賬面值與其公平值相若。

公平值計量及估值過程

本公司首席財務官負責就公平值計量釐定適當的估值技術及輸入數據。

於估計一項資產的公平值時,本集團採用可得的市場可觀察數據。倘第一級輸入數據不可得,本集團委聘第三方合資格估值師進行估值。本公司首席財務官與該等估值師密切合作以就模式建立適當的估值技術及輸入數據。

有關釐定各項資產公平值所採用估值技術及輸入數據的資料於上文披露。

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

33. MATERIAL RELATED PARTY TRANSACTIONS

In addition to the transactions detailed elsewhere in these financial statements, the Group had the following transactions with related parties during the year and balances with related parties at the end of the reporting period:

(a) Transactions and balances with subsidiaries of an associate, MGX:

33. 重大關聯方交易

除本財務報表其他部份所詳述之交易外,本集團於年內與關聯方有以下交易及於報告期末有以下與關聯方之結餘:

(a) 與聯營公司MGX之附屬公司之交易及結餘:

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Purchase of commodities	購買商品	398,350	103,738
Trade payables designated at FVTPL (Note 23)	指定按公平值於損益賬處理之貿易應付賬款 (附註23)	61,852	5,415
Other receivables (Note 21)	其他應收賬款(附註21)	4,769	1,326

The Group entered into several commodity contracts with MGX to purchase certain quantities of iron ores from MGX for which the prices were based on the respective lump and fines Platts Iron Ore Price. The Group is required to take physical delivery of the iron ores from MGX in accordance with terms of the commodity contracts.

The trade payables due to subsidiaries of MGX is unsecured, interest free and repayable in cash within 90 days of invoices.

The other receivables due from subsidiaries of MGX is unsecured, interest free, repayable on demand and will be settled in cash. No provision for doubt debts for the other receivables was recognised during the year ended 30 June 2020 (2019: HK\$ nil).

本集團與MGX訂立若干商品合約以向 MGX 購買一定數量的鐵礦石,其價格乃根據塊礦及粉礦各自的普氏鐵礦石價而釐定。根據商品合約條款,本集團須自MGX實物交收鐵礦石。

應付MGX附屬公司的貿易應付賬款乃無抵押、免息及須於發票的90 日內以現金支付。

應收MGX其他附屬公司的貿易應收賬款乃無抵押、免息及須應要求以現金結付。於截至二零二零年六月三十日止年度,概無就其他應收賬款確認呆賬撥備(二零一九年: 零港元)。

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

33. MATERIAL RELATED PARTY TRANSACTIONS (Continued) 33. 重大關聯方交易(續)

(b) Transactions and balances with Allied Properties (H.K.) Limited ("APL") and Allied Group Limited ("AGL"), the holding company of APL, both are substantial shareholders of the Company exercising significant influence over the Company:
(b) 與聯合地產(香港)有限公司 (「聯合地產」)及聯合集團有限公司(「聯合集團」,聯合地產之控股公司)(兩者均為本公司主要股東,可對本公司行使重大影響力)之交易及結餘:

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Reimbursement to AGL the actual costs incurred in respect of administrative services and a portion of actual costs incurred in respect of management, consultancy, strategic, internal audit, management information system consultancy and business advice services provided by senior management and selected staff of AGL to the Group in accordance with the relevant sharing of administrative services and management services agreements:	根據相關行政服務及管理服務分攤協議,就聯合集團之高級管理層及選定的僱員向本集團提供行政服務所產生之實際成本及提供管理、顧問、策略、內部審核、管理資訊系統顧問及業務建議服務所產生之部份實際成本向聯合集團作出償付:	2,078	1,952
Reimbursement to APL a portion of actual costs incurred in respect of management services provided by senior management and selected staff of APL to the Group in accordance with the relevant sharing of management services agreement:	根據相關管理服務分攤協議,就聯合地產之高級管理層及選定的僱員向本集團提供管理服務所產生之部份實際成本向聯合地產作出償付:	164	355
Rental and building management expenses payable to AGL (note (i))	應付聯合集團租金及樓宇管理費(附註(i))	1,609	1,116
Amount due to AGL (included in other payables) (note (ii))	應付聯合集團款項 (計入其他應付賬款) (附註(ii))	725	510
Future minimum lease payments payable to AGL (note (i)) – within one year – after one year but not more than five years	應付聯合集團未來最低租賃付款(附註(i)) -一年以內 -一年後但不超過五年	1,207 –	1,609 1,207
		1,207	2,816
Present value of lease liabilities payable to AGL (note (i)) – within one year	應付聯合集團租賃負債現值(附註(i)) -一年以內	1,182	–

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

33. MATERIAL RELATED PARTY TRANSACTIONS (Continued)

(b) Transactions and balances with Allied Properties (H.K.) Limited ("APL") and Allied Group Limited ("AGL"), the holding company of APL, both are substantial shareholders of the Company exercising significant influence over the Company: (Continued)

Notes:

(i) The Group entered into a two-year lease in respect of a leasehold property from AGL for use as office. The amount of rent payable by the Group under the lease is approximately HK\$134,000 per month. With the initial application of HKFRS 16 on 1 July 2019, the Group recognised a right-of-use asset and a lease liability of HK\$2,702,000. The Group has initially applied HKFRS 16 using the modified retrospective approach, and the comparative information is not restated under this approach.

At 30 June 2020, the total future minimum lease payments and present value of lease liabilities in respect of the leased property payable to AGL, which is included in lease liabilities as set out in Note 24 (2019: operating lease commitments as set out in Note 27), are disclosed above.

During the year ended 30 June 2020, the lease rentals and building management expenses paid or payable to AGL is HK\$1,609,000 (2019: HK\$1,116,000) as disclosed above.

(ii) The amount due to AGL is unsecured, interest free and repayable in cash on a monthly cost basis.

33. 重大關聯方交易(續)

(b) 與聯合地產(香港)有限公司 (「聯合地產」)及聯合集團有限公司(「聯合集團」,聯合地產之控股公司)(兩者均為本公司主要股東,可對本公司行使重大影響力)之交易及結餘:(續)

附註:

(i) 本集團就向聯合集團租用租賃物業作為辦公室,訂立兩年租約。本集團根據租約的應付租金每月約 134,000港元。於二零一九年七月一日首次應用香港財務報告準則第16 號後,本集團確認使用權資產及租賃負債2,702,000港元。本集團已採用經修訂追溯法首次應用香港財務報告準則第16號,按此方法,比較資料不予重列。

於二零二零年六月三十日,就租賃物業應付聯合集團的未來最低租賃付款總額及租賃負債現值,計入附註24列載的租賃負債(二零一九年: 附註27列載的經營租賃承擔),並已於上文披露。

於截至二零二零年六月三十日止年度,已付或應付予聯合集團的租賃租金及樓宇管理費為1,609,000港元 (二零一九年:1,116,000港元),已於上文披露。

(ii) 應付聯合集團的款項為無抵押、免息及須按每月費用基準以現金償還。

NOTES TO THE CONSOLIDATED FINANCIAL

33. 重大關聯方交易(續) 33. MATERIAL RELATED PARTY TRANSACTIONS

Interest income from loan receivable 應收貸款之利息收入 10,692 –

Loan receivable (Note 19) 應收貸款(附註19) 197,764 –

(Continued)

(c) 與聯合地產之聯營公司Best Advantage之交易及結餘: (c) T r a n s a c t i o n s a n d b a l a n c e s w i t h B e s t Advantage, an associate of APL:

於二零一九年五月二十三日,本
集團與Best Advantage訂立循環貸
款協議,以向Best Advantage提供
不超過235,000,000港元的循環貸
款。有關該循環貸款協議的詳情載
於本公司日期為二零一九年五月
二十三日之公告。該項交易為持續
關連交易,並於二零一九年七月九
日舉行的股東特別大會上獲本公司
股東批准。

2020 2019 二零二零年 二零一九年 HK\$'000 HK\$'000 千港元 千港元

At 30 June 2020, an expected credit loss of HK\$221,000 (2019: nil) was recognised for the outstanding loan receivable due from Best Advantage.

meeting held on 9 July 2019.

On 23 May 2019, the Group entered into a revolving loan agreement with Best Advantage to make a revolving loan in the amount not exceeding HK\$235,000,000 available to Best Advantage. Details of this revolving loan agreement are set out in the Company's announcement dated 23 May 2019. This transaction is a continuing connected transaction and is approved by shareholders of the Company in the special general

(d) Transactions and balances with SHK BVI, an indirect non-wholly-owned subsidiary of APL:

於二零二零年六月三十日,就應收 Best Advantage的未償還貸款確認預期信貸虧損221,000港元(二零一九年:零)。

(d) 與聯合地產間接非全資擁有之附屬公司SHK BVI之交易及結餘:

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Interest income from loan notes (Notes 6(a) and 8)	貸款票據之利息收入 (附註6(a)及8)	1,010	2,401
Loan notes (Note 20)	貸款票據(附註20)	3,916	51,168

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

STATEMENTS (CONTINUED)

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

33. MATERIAL RELATED PARTY TRANSACTIONS (Continued) 33. 重大關聯方交易(續)

(e) Transactions with AP Finance Limited, a subsidiary of APL: (e) 與聯合地產之附屬公司AP Finance Limited之交易:

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Finance costs	融資成本	–	1,174

During the year ended 30 June 2019, the Group obtained new other borrowings of HK\$62,000,000 from AP Finance Limited, and the Group repaid the entire loan of HK\$62,000,000 during the year ended 30 June 2019. The other borrowing carried variable interest at HIBOR plus 3% per annum and was unsecured.

(f) Compensation of key management personnel

The remuneration of key management who are directors of the Company and members of the senior management of the Group during the year, including amounts paid to the Company's directors as disclosed in Note 11 is set out as follows:

於截至二零一九年六月三十日止年度,本集團從AP Finance Limited 取得62,000,000港元的新增其他借貸,及本集團於截至二零一九年六月三十日止年度償還全部貸款 62,000,000港元。其他借貸按香港銀行同業拆息加3%的浮動年利率計息及為無抵押。

(f) 主要管理人員報酬

主要管理人員(為本公司董事及本集團高級管理層成員)於年內之薪酬(包括如附註11所披露之已付本公司董事款項)載列如下:

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Short-term employee benefits Post-employment benefits	短期僱員福利離職後福利	8,479 158	10,169 152
		8,637	10,321

The remuneration of key management is determined by the remuneration committee having regard to the position, experience, qualification and performance of the individuals and market trends.

Certain key management personnel of the Group received remuneration from AGL and APL which provided management services to the Group and charged the Group a fee for services provided by these personnel. Details of the management services and the related expenses are set out in Note 33(b) and such key management personnel related expenses are included in the amounts disclosed above.

主要管理人員之薪酬乃由薪酬委員會經考慮個別人士之職位、經驗、資質及表現以及市場趨勢釐定。

本集團若干名主要管理人員向為本集團提供管理服務之聯合集團及聯合地產收取薪酬,而聯合集團及聯合地產就該等人員提供之服務向本集團收取費用。有關管理服務及相關開支之詳情載於附註33(b)及有關主要管理人員相關開支計入上文所披露金額中。

33. 重大關聯方交易(續) 33. MATERIAL RELATED PARTY TRANSACTIONS (Continued)

(g) Compensation of senior management personnel

Included in the key management personnel of the Group are three (2019: three) senior management personnel of which two (2019: two) are also directors of the Company. An analysis of remuneration paid and payable to the senior management personnel of the Group during the year is set out as follows:

本集團主要管理人員包括三名(二零一九年:三名)高級管理人員, 其中兩名(二零一九年:兩名)亦為本公司董事。年內已付及應付本集

團高級管理人員之薪酬分析如下:

		2020 二零二零年 HK\$'000 千港元	2019 二零一九年 HK\$'000 千港元
Short-term employee benefits Post-employment benefits	短期僱員福利離職後福利	6,538 151	8,387 145
		6,689	8,532

The emoluments were within the following bands:

酬金介乎以下範圍:

	2020	2019
	二零二零年	二零一九年
	Number of	Number of
	individuals	individuals
	人數	人數

Nil to HK\$1,000,000 零至1,000,000港元	1	1
HK\$1,500,001 to HK\$2,000,000 1,500,001港元至2,000,000港元	1	–
HK\$2,500,001 to HK\$3,000,000 2,500,001港元至3,000,000港元	–	1
HK\$4,500,001 to HK\$5,000,000 4,500,001港元至5,000,000港元	1	–
HK\$5,000,001 to HK\$5,500,000 5,000,001港元至5,500,000港元	–	1

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

(g) 高級管理人員報酬

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

34. EVENTS AFTER THE END OF THE REPORTING PERIOD

(i) On 27 July 2020, the Group as the lender entered into a facility agreement with Metals X Limited ("MLX") as the borrower and certain subsidiaries of MLX as guarantors. Pursuant to the facility agreement, the Group agreed to, among other things, make available to MLX the loan in the amount up to A\$26,000,000, which will be matured on 31 January 2021.

MLX is a company incorporated in Australia with limited liability and the shares of which are listed on the ASX. On 27 July 2020, the Group held approximately 15.31% of the issued share capital of MLX.

(ii) The coronavirus (COVID-19) pandemic continues after the end of the reporting period and may impact the Group's operations and financial position. The Group has been closely monitoring the impact of the pandemic on the Group's business. Based on the information currently available, the directors of the Company confirm that there has been no material adverse change in the financial or trading position of the Group from the end of the reporting period up to the date of this report.

34. 報告期後事項

(i) 於二零二零年七月二十七日,本集團(作為貸款人)與Metals X Limited (「MLX」)(作為借款人)及MLX的若干附屬公司(作為擔保人)訂立融資協議。根據融資協議,本集團同意(其中包括)向MLX提供金額最多 26,000,000澳元的貸款,將於二零二一年一月三十一日到期。

MLX為於澳洲註冊成立的有限公司,其股份於澳交所上市。於二零二零年七月二十七日,本集團持有 MLX已發行股本約15.31%。

(ii) 冠狀病毒(2019冠狀病毒病)大流行於報告期末後持續,可能影響本集團的營運及財務狀況。本集團一直密切監察疫情對本集團業務的影響。根據現時可得資料,本公司董事確認自報告期末至本報告日期本集團的財務或貿易狀況並無重大不利變動。

35. POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE YEAR ENDED 30 JUNE 2020

The Group has not early applied the following new and amendments to HKFRSs that have been issued but are not yet effective:

HKFRS 17 Amendments to HKFRS 3	Insurance Contracts1 Definition of a Business2
Amendments to HKFRS 3	Reference to the Conceptual Framework6
Amendments to HKFRS 16	COVID-19-Related Rent Concessions5
Amendments to HKFRS 9 HKAS 39 and HKFRS 7	Interest Rate Benchmark Reform4
Amendments to HKFRS 10 and HKAS 28	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture3
Amendments to HKAS 1	Classification of Liabilities as Current or Non-current7
Amendments to HKAS 1 and HKAS 8	Definition of Material4
Amendments to HKAS 16	Property, Plant and Equipment – Proceeds before Intended use6
Amendments to HKAS 37	Onerous Contracts – Cost of Fulfilling a Contract6
Amendments to HKFRSs	Annual Improvements to HKFRSs

2018-20206

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

35. 已頒佈但截至二零二零年六月三十日止年度尚未生效的修訂、新訂準則及詮釋的可能影響

本集團並無提早應用以下已頒佈但尚未生效的新訂香港財務報告準則及其修訂本:

香港財務報告準則第17號	保險合約1
香港財務報告準則	業務的定義2
第3號(修訂本)
香港財務報告準則	提述概念框架6
第3號(修訂本)
香港財務報告準則	2019冠狀病毒相關的
第16號(修訂本)	租金優惠5
香港財務報告準則第9號、	利率基準改革4
香港會計準則第39號及
香港財務報告準則
第7號(修訂本)
香港財務報告準則	投資者與其聯營公司或
第10號及香港會計準則	合營企業之間的資產
第28號(修訂本)	出售或注資3
香港會計準則第1號	將負債分類為流動或非
(修訂本)	流動7
香港會計準則第1號及	重大的定義4
香港會計準則第8號
(修訂本)
香港會計準則第16號	物業、廠房及設備-擬
(修訂本)	定用途前的所得款項6
香港會計準則第37號	虧損性合約-履行合約
(修訂本)	成本6
香港財務報告準則	香港財務報告準則
(修訂本)	二零一八年至二零二
	零年的年度改進6

35. POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE YEAR ENDED 30 JUNE 2020 (Continued)

1 Effective for annual periods beginning on or after 1 January 2021
2 Effective for business combinations and asset acquisitions for which the acquisition date is on or after the beginning of the first annual period beginning on or after 1 January 2020.
3 Effective for annual periods beginning on or after a date to be determined
4 Effective for annual periods beginning on or after 1 January 2020
5 Effective for annual periods beginning on or after 1 June 2020
6 Effective for annual periods beginning on or after 1 January 2022
7 Effective for annual periods beginning on or after 1 January 2023

In addition to the above new and amendments to HKFRSs, a revised Conceptual Framework for Financial Reporting was issued in 2018. Its consequential amendments, the Amendments to References to the Conceptual Framework in HKFRS Standards, will be effective for annual periods beginning on or after 1 January 2020.

Except for the new and amendments to HKFRS mentioned below, the directors of the Company anticipate that the application of all other new and amendments to HKFRSs will have no material impact on the consolidated financial statements in the foreseeable future.

Amendments to HKFRS 3 "Definition of a Business"

The amendments:

add an optional concentration test that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The election on whether to apply the optional concentration test is available on transaction-by-transaction basis;
clarify that to be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs; and
narrow the definitions of a business and of outputs by focusing on goods and services provided to customers and by removing the reference to an ability to reduce costs.

The amendments are applied prospectively to all business combinations and asset acquisitions for which the acquisition date is on or after the first annual reporting period beginning on or after 1 January 2020, with early application permitted.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

35. 已頒佈但截至二零二零年六月三十日止年度尚未生效的修訂、新訂準則及詮釋的可能影響(續)

¹ 於二零二一年一月一日或以後開始的年度期間生效
² 就收購日期為二零二零年一月一日或之後開始的首個年度期間開始或之後的業務合併及資產收購生效
³ 於待釐定日期或以後開始的年度期間生效 ⁴ 於二零二零年一月一日或以後開始的年度期間生效
⁵ 於二零二零年六月一日或以後開始的年度期間生效
⁶ 於二零二二年一月一日或以後開始的年度期間生效
⁷ 於二零二三年一月一日或以後開始的年度期間生效

除上述新訂香港財務報告準則及其修訂本外,經修訂財務報告概念框架已於二零一八年頒佈。其相應修訂──提述香港財務報告準則概念框架的修訂,將於二零二零年一月一日或以後開始的年度期間生效。

除下述新訂香港財務報告準則及其修訂本外,本公司董事預計應用所有其他新訂香港財務報告準則及其修訂本於可見未來對綜合財務報表並無重大影響。

香港財務報告準則第3號(修訂本)「業務的定義」

該等修訂本:

加入一項選擇性集中度測試,容許簡化評估所收購的活動及資產組別是否不屬業務。可按個別交易基準選擇是否應用選擇性集中度測試;
澄清若要被視為業務,所收購的活動及資產組別必須最低限度包括共同對創造產出能力有莫大貢獻的投入及實質性流程;及
專注於向客戶提供的貨品及服務, 並不再提及對降低成本的能力,從而收窄業務及產出的定義。

該等修訂本日後將提前應用於收購日期為二零二零年一月一日或之後開始的首個年度報告期間或之後的所有業務合併及資產收購,並允許提早應用。

35. POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE YEAR ENDED 30 JUNE 2020 (Continued)

Amendments to HKFRS 10 and HKAS 28 "Sale or Contribution of Assets between an Investor and its Associate or Joint Venture"

The amendments to HKFRS 10 "Consolidated Financial Statements" and HKAS 28 "Investments in Associates and Joint Ventures" deal with situations where there is a sale or contribution of assets between an investor and its associate or joint venture. Specifically, the amendments state that gains or losses resulting from the loss of control of a subsidiary that does not contain a business in a transaction with an associate or a joint venture that is accounted for using the equity method, are recognised in the parent's profit or loss only to the extent of the unrelated investors' interests in that associate or joint venture. Similarly, gains and losses resulting from the remeasurement of investments retained in any former subsidiary (that has become an associate or a joint venture that is accounted for using the equity method) to fair value are recognised in the former parent's profit or loss only to the extent of the unrelated investors' interests in the new associate or joint venture.

Amendments to HKAS 1 and HKAS 8 "Definition of Material"

The amendments provide refinements to the definition of material by including additional guidance and explanations in making materiality judgments. In particular, the amendments:

include the concept of "obscuring" material information in which the effect is similar to omitting or misstating the information;
replace threshold for materiality influencing users from "could influence" to "could reasonably be expected to influence"; and
include the use of the phrase "primary users" rather than simply referring to "users" which was considered too broad when deciding what information to disclose in the financial statements.

The amendments also align the definition across all HKFRSs and will be mandatorily effective for the Group's annual period beginning on 1 July 2020. The application of the amendments is not expected to have significant impact on the financial position and performance of the Group but may affect the presentation and disclosures in the consolidated financial statements.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

35. 已頒佈但截至二零二零年六月三十日止年度尚未生效的修訂、新訂準則及詮釋的可能影響(續)

香港財務報告準則第10號及香港會計準則第28號(修訂本)「投資者與其聯營公司或合營企業之間的資產出售或注資」

香港財務報告準則第10號(修訂本)「綜合財務報表」及香港會計準則第28號 (修訂本)「於聯營公司及合營企業之投資」處理當投資者與其聯營公司或合營企業之間有銷售或注資的情況。具體而言,修訂本規定與以權益法入賬的一間聯營公司或一間合營企業,就失去一間並無包含業務的附屬公司的控制權的交易所帶來收益或虧損,於母公司之損益內確認,並僅以非相關投資者之於該聯營公司或合營企業之權益為限。同樣地,於成為聯營公司或合營企業(以權益法列賬)之任何前附屬公司所保留之投資的重新計量至公平值值所帶來的收益及虧損,於母公司之損益內確認,並僅以非相關投資者之於新聯營公司或合營企業之權益為限。

香港會計準則第1號及香港會計準則第8號(修訂本)「重大的定義」

該等修訂本透過作出重大性判斷時納入額外指引及解釋,對重大的定義加以完善。具體而言,該等修訂本:

包含「掩蓋」重要資料的概念,其影響與遺漏或錯誤陳述資料類似;
將影響使用者的重要性範圍以「可合理預期影響」取代「可能影響」; 及
加入使用「主要使用者」一詞,而非僅提及「使用者」;在決定於財務報表披露何等資料時,後者被視為過於廣義。

該等修訂本亦符合所有香港財務報告準則的定義,並將於本集團於二零二零年一月一日開始的年度期間強制生效。預期該等修訂本的應用不會對本集團的財務狀況及表現產生重大影響,惟可能會影響綜合財務報表內的呈列及披露。

35. POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE YEAR ENDED 30 JUNE 2020 (Continued)

Conceptual Framework for Financial Reporting 2018 (the "New Framework") and the Amendments to References to the Conceptual Framework in HKFRS Standards

The New Framework:

reintroduces the terms stewardship and prudence;
introduces a new asset definition that focuses on rights and a new liability definition that is likely to be broader than the definition it replaces, but does not change the distinction between a liability and an equity instrument;
discusses historical cost and current value measures, and provides additional guidance on how to select a measurement basis for a particular asset or liability;
states that the primary measure of financial performance is profit or loss, and that only in exceptional circumstances other comprehensive income will be used and only for income or expenses that arise from a change in the current value of an asset or liability; and
discusses uncertainty, derecognition, unit of account, the reporting entity and combined financial statements.

Consequential amendments have been made so that references in certain HKFRSs have been updated to the New Framework, whilst some HKFRSs are still referred to the previous versions of the framework. These amendments are effective for annual periods beginning on or after 1 January 2020, with earlier application permitted. Other than specific standards which still refer to the previous versions of the framework, the Group will rely on the New Framework on its effective date in determining the accounting policies especially for transactions, events or conditions that are not otherwise dealt with under the accounting standards.

36. COMPARATIVE FIGURES

The Group has initially applied HKFRS 16 at 1 July 2019 using the modified retrospective approach. Under this approach, comparative information is not restated. Further details of the changes in accounting policies are disclosed in note 4.

綜合財務報表附註(續)

For the year ended 30 June 2020 截至二零二零年六月三十日止年度

35. 已頒佈但截至二零二零年六月三十日止年度尚未生效的修訂、新訂準則及詮釋的可能影響(續)

二零一八年財務報告概念框架 (「新框架」)及提述香港財務報告準則概念框架的修訂

新框架:

重新引入管理及審慎此等術語;
引入著重權利的新資產定義以及很可能較所取代定義更廣的新負債定義,惟並不改變負債與權益工具之間的區別;
討論歷史成本及現值計量,並就如何為某一資產或負債選擇計量基準提供額外指引;
指出財務表現的主要計量標準為損益,且於特殊情況下方會使用其他全面收益,且僅用於由資產或負債現值變動產生的收入或開支;及
討論不確定因素、終止確認、會計單位、報告實體及合併財務報表。

相應修訂已作出,致使若干香港財務報告準則中的提述已更新至符合新框架, 惟部份香港財務報告準則仍參考該框架的先前版本。該等修訂本於二零二零年一月一日或以後開始的年度期間生效, 並允許提早應用。除仍參考該框架先前版本的特定準則外,本集團將於其生效日期按照新框架釐定會計政策,尤其是會計準則未有處理的交易、事件或條件。

36. 比較數字

本集團已於二零一九年七月一日採用經修訂追溯法首次應用香港財務報告準則第16號。按此方法,比較資料不予重列。有關會計政策變動的進一步詳情於附註4披露。

FINANCIAL SUMMARY 財務概要

RESULTS

The results and the assets and liabilities of the Group for the past five financial years, as extracted from the Group's published consolidated financial statements are set out below:

以下為本集團過往五個財政年度之業績及資產和負債,乃摘錄自本集團已公佈之綜合財務報表:

業績

		Year ended 30 June 截至六月三十日止年度
		2020	2019	2018	2017	2016
		二零二零年	二零一九年	二零一八年	二零一七年	二零一六年
		HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000
		千港元	千港元	千港元	千港元	千港元
		(notes (a)
		and (b))	(note (b))
		(附註(a)
		及(b))	(附註(b))

Revenue	收益	436,527	109,227	156,200	100,476	123,103

(Loss)/profit before taxation	除稅前(虧損)╱溢利	(429,402)	609,260	321,145	617,373	(15,705)
Income tax credit/(expense)	所得稅抵免╱(開支)	1	(828)	6,970	(68,778)	(1,140)

(Loss)/profit for the year attributable to owners of the Company	本公司擁有人應佔年度(虧損)╱溢利	(429,401)	608,432	328,115	548,595	(16,845)

ASSETS AND LIABILITIES

資產及負債

		As at 30 June 於六月三十日
		2020 二零二零年 HK\$'000 千港元 (notes (a) and (b)) (附註(a) 及(b))	2019 二零一九年 HK\$'000 千港元 (note (b)) (附註(b))	2018 二零一八年 HK\$'000 千港元	2017 二零一七年 HK\$'000 千港元	2016 二零一六年 HK\$'000 千港元
Total assets Total liabilities	資產總值負債總額	3,526,631 (90,823)	4,027,529 (13,042)	3,111,495 (59,171)	2,916,650 (28,300)	2,228,979 (20,613)
Equity attributable to owners of the Company	本公司擁有人應佔權益	3,435,808	4,014,487	3,052,324	2,888,350	2,208,366
Notes:			附註:

(a) The results of the Group for the year ended 30 June 2020 and the assets and the liabilities of the Group as at 30 June 2020 are figures after application of Hong Kong Financial Reporting Standard ("HKFRS") 16. Therefore, the financial information for year 2020 may not be comparable to that of the previous years.

(b) The results of the Group for the years ended 30 June 2020 and 2019 and the assets and the liabilities of the Group as at 30 June 2020 and 2019 are figures after application of HKFRS 9 and HKFRS 15. Therefore, the financial information for years 2020 and 2019 may not be comparable to that of the previous years.

(a) 本集團截至二零二零年六月三十日止年度之業績以及本集團於二零二零年六月三十日之資產和負債為應用香港財務報告準則(「香港財務報告準則」)第16號後之數字。因此,二零二零年之財務資料可能無法與過往年度之財務資料比較。

(b) 本集團截至二零二零年及二零一九年六月三十日止年度之業績以及本集團於二零二零年及二零一九年六月三十日之資產和負債為應用香港財務報告準則第9號及香港財務報告準則第15 號後之數字。因此,二零二零年及二零一九年之財務資料可能無法與過往年度之財務資料比較。

AI assistant

Persistence Gold Group Ltd — Annual Report 2020

50623_rns_2020-10-16_94e5c418-ced8-405d-907b-cb70e1effa1f.pdf

ANNUAL REPORT 2020 年報

CONTENTS

CORPORATE INFORMATION

BOARD OF DIRECTORS

Executive Directors

Non-Executive Directors

Independent Non-Executive Directors

AUDIT COMMITTEE

REMUNERATION COMMITTEE

NOMINATION COMMITTEE

COMPANY SECRETARY

AUDITOR

STOCK CODE

LEGAL ADVISERS

PRINCIPAL BANKERS

HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS

REGISTERED OFFICE

PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE

H O N G K O N G B R A N C H S H A R E REGISTRAR AND TRANSFER OFFICE

WEBSITE

CEO'S MESSAGE

Dear Shareholder,

FINANCIAL RESULTS

PRIMARY STRATEGIC INVESTMENTS

Mount Gibson

Tanami Gold

FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

Metals X

Resource Investment

Precious

Bulk

Base Metals

Energy

Others

COMMODITY BUSINESS

PRINCIPAL INVESTMENT AND FINANCIAL SERVICES

MONEY LENDING

LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE

FOREIGN EXCHANGE EXPOSURE

PLEDGE OF ASSETS

EMPLOYEES AND EMOLUMENT POLICY

PRINCIPAL RISKS

FINANCIAL RISK

OPERATIONAL RISK

SIGNIFICANT INVESTMENTS, MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES, AND FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS

CAPITAL COMMITMENTS

CONTINGENT LIABILITIES

IMPORTANT EVENTS AFFECTING THE GROUP AFTER THE END OF THE FINANCIAL YEAR

COMPANY STRATEGY

FORWARD LOOKING OBSERVATIONS

BIOGRAPHICAL DETAILS OF DIRECTORS AND MANAGEMENT

EXECUTIVE DIRECTORS

NON-EXECUTIVE DIRECTORS

INDEPENDENT NON-EXECUTIVE DIRECTORS

BIOGRAPHICAL DETAILS OF DIRECTORS AND MANAGEMENT (CONTINUED)

ALTERNATE DIRECTOR TO MR. ARTHUR GEORGE DEW

SENIOR MANAGEMENT

Hong Kong

Mr. Brett Robert Smith

Mr. Andrew Ferguson

Ms. Tam Kit Ling (譚潔玲)

OTHER MANAGEMENT

Hong Kong

Ms. Jenny Wong (黃靜琳)

Mr. To Yung Kan, Kenneth (杜容根)

Shanghai, the PRC

Mr. Zhou Luyong (周魯勇)

DIRECTORS' REPORT

PRINCIPAL ACTIVITIES

RESULTS

DIVIDEND

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the forthcoming annual general meeting of the Company

BUSINESS REVIEW

COMPLIANCE WITH LAWS AND REGULATIONS

SEGMENT INFORMATION

SHARE CAPITAL AND SHARES ISSUED

Persistence Gold Group Ltd Annual Report 2020